<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 21, 2000.
REGISTRATION NO. 333-
---------------------------------------------------------------------------
---------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------
SCIENT CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 7379 94-3288107
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>
ONE FRONT STREET, 28TH FLOOR
SAN FRANCISCO, CA 94111
(415) 733-8200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF THE REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
WILLIAM H. KURTZ
CHIEF FINANCIAL OFFICER, EXECUTIVE VICE PRESIDENT AND SECRETARY
SCIENT CORPORATION
ONE FRONT STREET, 28TH FLOOR
SAN FRANCISCO, CA 94111
(415) 733-8200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
ROBERT V. GUNDERSON, JR., ESQ. GREGORY M. GALLO, ESQ.
DAVID T. YOUNG, ESQ. PAUL A. BLUMENSTEIN, ESQ.
CARLA S. NEWELL, ESQ. GRAY CARY WARE & FREIDENRICH LLP
GUNDERSON DETTMER STOUGH 400 HAMILTON AVENUE
VILLENEUVE FRANKLIN & HACHIGIAN, LLP PALO ALTO, CALIFORNIA 94301
155 CONSTITUTION DRIVE (650) 833-2000
MENLO PARK, CALIFORNIA 94025
(650) 321-2400
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-93441
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ------
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ------
If delivery of this prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE REGISTRATION FEE(2)
<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value per share.... 402,500 $88.00 $35,420,000 $9,351
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes 52,500 shares of common stock which the underwriters have the
option to purchase to cover over-allotments, if any.
(2) 2,702,500 shares were registered under Securities Act Registration Statement
No. 333-93441, whereby a filing fee of $61,001 was previously paid with such
earlier registration statement.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
INCORPORATION BY REFERENCE
The contents of the Registration Statement on Form S-1, as amended (File
No. 333-93441) filed by Scient Corporation and declared effective January 20,
2000 are hereby incorporated by reference.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account at Mellon Bank as soon as practicable (but no later than
the close of business on January 21, 2000), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fee, and (iv) it will confirm receipt of such instructions
by its bank during the bank's regular business hours on January 21, 2000.
<PAGE> 3
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SAN
FRANCISCO, STATE OF CALIFORNIA, ON THIS 21ST DAY OF JANUARY, 2000.
SCIENT CORPORATION
By: /s/ ROBERT M. HOWE
----------------------------------------
Robert M. Howe
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <C> <S>
/s/ ROBERT M. HOWE President, Chief Executive January 21, 2000
- ------------------------------------------------ Officer and Director
Robert M. Howe (Principal Executive Officer)
* Chairman January 21, 2000
- ------------------------------------------------
Eric Greenberg
/s/ WILLIAM H. KURTZ Chief Financial Officer, January 21, 2000
- ------------------------------------------------ Executive Vice President
William H. Kurtz and Secretary
(Principal Financial and
Accounting Officer)
* Director January 21, 2000
- ------------------------------------------------
David M. Beirne
* Director January 21, 2000
- ------------------------------------------------
Frederick W. Gluck
* Director January 21, 2000
- ------------------------------------------------
Douglas Leone
* Director January 21, 2000
- ------------------------------------------------
Kenichi Ohmae
*By: /s/ ROBERT M. HOWE
------------------------------------------
Robert M. Howe,
Attorney in Fact
</TABLE>
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ----------- -------
<C> <S>
1.1* Form of Underwriting Agreement.
5.1 Opinion of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP.
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountants.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP. Reference is made to Exhibit 5.1.
24.1* Power of Attorney.
</TABLE>
- -------------------------
* Incorporated by reference from the Prior Registration Statement.
<PAGE> 1
EXHIBIT 5.1
January 20, 2000
Scient Corporation
One Front Street, 28th Floor
San Francisco, California 94111
Re: Registration Statement on Form S-1
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 filed by Scient
Corporation (the "Company"), pursuant to Rule 462(b) under the Securities Act,
as thereafter amended or supplemented, with the Securities and Exchange
Commission (the "Commission") on January 21, 2000 (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of up to 402,500 shares of the Company's Common Stock (the
"Shares"). The Shares, which include an over-allotment option granted by certain
selling stockholders of the Company to the Underwriters to purchase up to 52,500
additional shares of the Company's Common Stock, are to be sold to the
Underwriters by the Company and selling stockholders as described in the
Registration Statement for resale to the public. As your counsel in connection
with this transaction, we have examined the proceedings taken and are familiar
with the proceedings proposed to be taken by you in connection with the sale and
issuance of the Shares.
It is our opinion that, upon completion of the proceedings being taken or
contemplated by us, as your counsel, to be taken prior to the issuance of the
Shares being sold by the Company and upon completion of the proceedings being
taken in order to permit such transactions to be carried out in accordance with
the securities laws of the various states where required, the Shares being sold
by the Company, when issued and sold in the manner described in the Registration
Statement and in accordance with the resolutions adopted by the Board of
Directors of the Company and committees thereof, will be legally and validly
issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement and further consent to the use of our name wherever appearing in said
Registration Statement, including the prospectus constituting a part thereof,
and in any amendment or supplement thereto.
Very truly yours,
/s/ Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-1 of our reports dated April 26, 1999 relating to the
financial statements and financial statement schedule of Scient Corporation,
which appear in the Registration Statement (No. 333-93441) on Form S-1 ("Form
S-1") of Scient Corporation. We also consent to the reference to us under the
heading "Experts" in such Form S-1.
/s/ PricewaterhouseCoopers LLP
San Jose, California
January 21, 2000
