<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
SCIENT CORPORATION
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE> 2
[scient logo]
SCIENT CORPORATION
ONE FRONT STREET, 28TH FLOOR
SAN FRANCISCO, CA 94111
July 28, 2000
TO THE STOCKHOLDERS OF SCIENT CORPORATION
Dear Stockholder:
The Annual Meeting of Stockholders (the "Annual Meeting") of Scient
Corporation, a Delaware corporation ("Scient"), will be held at the Palace
Hotel, 639 Market St., San Francisco, California on Friday, August 18, 2000, at
10 A.M., Pacific Time.
Details of the business to be conducted at the Annual Meeting are in the
attached Proxy Statement and Notice of Annual Meeting of Stockholders.
It is important that your shares be represented and voted at the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. Returning the proxy does NOT deprive you of your right to attend the
Annual Meeting. If you decide to attend the Annual Meeting and wish to change
your proxy vote, you may do so automatically by voting in person at the meeting.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in the affairs of Scient. We look
forward to seeing you at the Annual Meeting.
Sincerely,
/s/ ROBERT M. HOWE
Robert M. Howe
Chairman and Chief Executive Officer
<PAGE> 3
[scient logo]
SCIENT CORPORATION
ONE FRONT STREET, 28TH FLOOR
SAN FRANCISCO, CA 94111
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 18, 2000
The Annual Meeting of Stockholders (the "Annual Meeting") of Scient
Corporation, a Delaware corporation ("Scient"), will be held at the Palace
Hotel, 639 Market St., San Francisco, California on Friday, August 18, 2000, at
10 A.M, Pacific Time, for the following purposes:
1. To elect three (3) directors to the Board of Directors to serve until
the 2003 Annual Meeting or until their successors have been duly elected
and qualified;
2. To ratify the appointment of PricewaterhouseCoopers LLP as Scient's
independent public accountants for the fiscal year ending March 31,
2001; and
3. To act upon any and all matters incident to the foregoing, and such
other business as may legally come before the meeting and any
adjournments or postponements thereof.
The foregoing items of business are more fully described in the attached
Proxy Statement.
Only stockholders of record at the close of business on July 3, 2000 are
entitled to notice of, and to vote at, the Annual Meeting and at any
adjournments or postponements thereof. A list of such stockholders will be
available for inspection at Scient's headquarters located at One Front Street,
28th Floor, San Francisco, CA 94111, during ordinary business hours for the
ten-day period prior to the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ BETH A. FRENSILLI
Beth A. Frensilli
Secretary
San Francisco, California
July 28, 2000
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE ANNUAL MEETING. IF
YOU DECIDE TO ATTEND THE ANNUAL MEETING AND WISH TO CHANGE YOUR PROXY VOTE, YOU
MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.
<PAGE> 4
SCIENT CORPORATION
ONE FRONT STREET, 28TH FLOOR
SAN FRANCISCO, CA 94111
------------------------
PROXY STATEMENT
------------------------
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 18, 2000
These proxy materials are furnished in connection with the solicitation of
proxies by the Board of Directors of Scient Corporation, a Delaware corporation
("Scient"), for the Annual Meeting of Stockholders (the "Annual Meeting") to be
held at the Palace Hotel, 639 Market St., San Francisco, California on Friday,
August 18, 2000, at 10 A.M., Pacific Time, and at any adjournment or
postponement of the Annual Meeting. These proxy materials were first mailed to
stockholders on or about July 28, 2000.
PURPOSE OF MEETING
The specific proposals to be considered and acted upon at the Annual
Meeting are summarized in the accompanying Notice of Annual Meeting of
Stockholders. These proposals are described in more detail in this Proxy
Statement.
VOTING RIGHTS AND SOLICITATION OF PROXIES
Scient's Common Stock is the only type of security entitled to vote at the
Annual Meeting. On July 3, 2000, the record date for determination of
stockholders entitled to vote at the Annual Meeting, there were 73,245,379
shares of Common Stock outstanding. Each stockholder of record on July 3, 2000
is entitled to one vote for each share of Common Stock held by such stockholder
on July 3, 2000. Shares of Common Stock may not be voted cumulatively. All votes
will be tabulated by the inspector of election appointed for the meeting, who
will separately tabulate affirmative and negative votes, abstentions and broker
non-votes.
QUORUM REQUIRED
Scient's bylaws provide that the holders of a majority of Scient's Common
Stock issued and outstanding and entitled to vote at the Annual Meeting, present
in person or represented by proxy, shall constitute a quorum for the transaction
of business at the Annual Meeting. Abstentions and broker non-votes will be
counted as present for the purpose of determining the presence of a quorum.
VOTES REQUIRED
PROPOSAL 1. Directors are elected by a plurality of the affirmative votes
cast by those shares present in person, or represented by proxy, and entitled to
vote at the Annual Meeting. The three (3) nominees for director receiving the
highest number of affirmative votes will be elected. Abstentions and broker
non-votes will not be counted toward a nominee's total. Stockholders may not
cumulate votes in the election of directors.
PROPOSAL 2. Ratification of the appointment of PricewaterhouseCoopers LLP
as Scient's independent public accountants for the fiscal year ending March 31,
2001 requires the affirmative vote of a majority of those shares present in
person, or represented by proxy, and cast either affirmatively or negatively at
the Annual Meeting. Abstentions and broker non-votes will not be counted as
having been voted on the proposal.
PROXIES
Whether or not you are able to attend Scient's Annual Meeting, you are
urged to complete and return the enclosed proxy, which is solicited by Scient's
Board of Directors and which will be voted as you direct on your
<PAGE> 5
proxy when properly completed. In the event no directions are specified, such
proxies will be voted FOR Proposals Nos. 1 and 2 and in the discretion of the
proxy holders as to other matters that may properly come before the Annual
Meeting. You may also revoke or change your proxy at any time before the Annual
Meeting. To do this, send a written notice of revocation or another signed proxy
with a later date to the Secretary of Scient at Scient's principal executive
offices before the beginning of the Annual Meeting. You may also automatically
revoke your proxy by attending the Annual Meeting and voting in person. All
shares represented by a valid proxy received prior to the Annual Meeting will be
voted.
SOLICITATION OF PROXIES
Scient will bear the entire cost of solicitation, including the
preparation, assembly, printing, and mailing of this Proxy Statement, the proxy,
and any additional soliciting material furnished to stockholders. Copies of
solicitation material will be furnished to brokerage houses, fiduciaries and
custodians holding shares in their names that are beneficially owned by others
so that they may forward this solicitation material to such beneficial owners.
Scient may reimburse brokerage houses, fiduciaries, and custodians representing
beneficial owners of shares for their costs of forwarding the solicitation
material to such beneficial owners. The original solicitation of proxies by mail
may be supplemented by solicitation by telephone, telegram or other means by
directors, officers, employees or agents of Scient. No additional compensation
will be paid to these individuals for any such services.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Scient's Certificate of Incorporation provides for a classified Board of
Directors, with the terms of office of each of three classes of directors ending
in successive years. Scient currently has authorized nine directors. Seven
directors have been appointed and there are two vacancies. One class consists of
three directors with the other two classes consisting of two directors each. At
the Annual Meeting, three directors are to be elected to serve until Scient's
2003 Annual Meeting or until their successors are elected and qualified. The
directors who are being nominated for election to the Board of Directors (the
"Nominees"), their ages as of March 31, 2000, their positions and offices held
with Scient and certain biographical information, are set forth below. The proxy
holders intend to vote all proxies received by them in the accompanying form FOR
the Nominees listed below unless otherwise instructed. In the event any Nominee
is unable or declines to serve as a director at the time of the Annual Meeting,
the proxies will be voted for any nominee who may be designated by the present
Board of Directors to fill the vacancy. As of the date of this Proxy Statement,
the Board of Directors is not aware of any Nominee who is unable or will decline
to serve as a director. The three (3) Nominees receiving the highest number of
affirmative votes of the shares entitled to vote at the Annual Meeting will be
elected directors of Scient.
<TABLE>
<CAPTION>
YEAR TERM
NOMINEES AGE EXPIRES POSITIONS AND OFFICES HELD WITH SCIENT
-------- --- --------- -----------------------------------------------
<S> <C> <C> <C>
Frederick W. Gluck(1).............. 64 2000 Director
Kenichi Ohmae...................... 57 2000 Director
Steven A. Mucchetti................ 58 N/A Director, President and Chief Operating Officer
</TABLE>
---------------
(1) Member of Compensation Committee
Frederick W. Gluck has served has as a member of our board of directors
since March 1998. Since July 1998, Mr. Gluck has served as Of Counsel at
McKinsey & Company, a management consulting firm. From February 1995 to June
1998, he served as Vice Chairman and Director at Bechtel Corporation, an
industrial corporation. From June 1967 to February 1995, Mr. Gluck was a
consultant at McKinsey & Company, holding a variety of positions, including
Managing Director of the firm. Mr. Gluck serves as a director to Amgen, ACT
Networks, Columbia/HCA Healthcare Corporation, Thinking Tools and several
private companies. Mr. Gluck received a Bachelor of Science in Electrical
Engineering from Manhattan College and a Master of Science in Electrical
Engineering from New York University.
2
<PAGE> 6
Kenichi Ohmae has served as a member of our board of directors since
October 1999. Since July 1997, Dr. Ohmae has served as Managing Director of
Ohmae & Associates, a management consulting firm. Since October 1998, Dr. Ohmae
has also served as Chief Executive Officer of Business Breakthroughs, Inc., a
satellite television channel. From November 1992 to June 1997, Dr. Ohmae was a
managing Director of Heisei Research Institute. From June 1981 to July 1994, Dr.
Ohmae served as Director of McKinsey & Company, a management consulting firm.
Dr. Ohmae serves as a director to Softbank. Dr. Ohmae received a Bachelor of
Science in Applied Chemistry from Waseda University, a Master of Science in
Nuclear Engineering from Tokyo Institute of Technology and a Ph.D. in Nuclear
Engineering from Massachusetts Institute of Technology.
Stephen A. Mucchetti was appointed to the Board in April 2000. Mr.
Mucchetti has served as our President since April 2000 and as our Chief
Operating Officer since March 1999. Mr. Mucchetti joined Scient as Chief
Operating Officer in October 1998. Prior to joining us, Mr. Mucchetti was the
General Manager of IBM's Telecommunications and Media Group from October 1992 to
October 1998. Prior to joining IBM, Mr. Mucchetti was a Partner in the
consulting division of Coopers & Lybrand from January 1984 to November 1989 and
was Managing Partner for Coopers & Lybrand's northeast United States region from
November 1989 to October 1992. Prior to joining Coopers & Lybrand, he was a
consultant at Booz Allen & Hamilton from December 1975 to January 1984. Mr.
Mucchetti received a Bachelor of Science in Electrical Engineering from
Villanova University.
Set forth below is information regarding the continuing directors of
Scient, including their ages as of March 31, 2000, the period during which they
have served as a director, and information furnished by them as to principal
occupations and directorships held in corporations whose shares are publicly
registered.
CONTINUING DIRECTORS -- TERM ENDING IN 2001
David M. Beirne (36) has served as a member of our board of directors since
December 1997. Mr. Beirne has been at Benchmark Capital Management, a venture
capital firm, since June 1997. Prior to joining Benchmark, Mr. Beirne founded
Ramsey/Beirne Associates, an executive search firm, and served as its Chief
Executive Officer from October 1987 to June 1997. Mr. Beirne serves as a
director to PlanetRx.com, as well as several private companies. Mr. Beirne
received a Bachelor of Science in Management from Bryant College.
Douglas Leone (43) has served as a member of our board of directors since
December 1997. Mr. Leone has been at Sequoia Capital, a venture capital firm,
since August 1988, most recently as a General Partner. He is a member of the
board of directors of Hybrid Networks as well as several private companies. Mr.
Leone received a Bachelor of Mechanical Engineering from Cornell University, a
Master of Industrial Engineering from Columbia University and a Master of
Management from Massachusetts Institute of Technology, Sloan School of
Management.
CONTINUING DIRECTORS -- TERM ENDING IN 2002
Eric Greenberg (36) founded Scient and has served as our Chairman Emeritus
since April 2000. Since, April 2000, Mr. Greenberg has been co-CEO of Twelve
Entrepreneuring. Mr. Greenberg served as our President and Chief Executive
Officer from December 1997 to February 1998 and as our Chairman from November
1997 to April 2000. Prior to founding Scient, from February 1996 to November
1996, Mr. Greenberg was Founder, Chairman and Chief Executive Officer of Viant,
a systems integrator. Prior to founding Viant, he held various positions at
Gartner Group, a market research company, from April 1992 to December 1995, most
recently as the Vice President of Sales and Marketing for the @vantage Online
Service. Mr. Greenberg previously served as a management consultant with Price
Waterhouse and Andersen Consulting. Mr. Greenberg received a Bachelor of
Business Administration in Finance from the University of Texas at Austin.
Robert M. Howe (55) has served as our Chairman since April 2000 and as our
Chief Executive Officer since February 1998. Prior to joining Scient, Mr. Howe
was General Manager of the IBM Worldwide Banking, Finance and Securities
Industry Group from January 1996 to March 1998. From November 1994 to January
1996, Mr. Howe managed IBM' s North American Banking, Finance and Securities
Industry Group.
3
<PAGE> 7
From March 1991 to November 1994, Mr. Howe founded and ran the IBM Consulting
Group. From January 1976 to February 1991, Mr. Howe was a consultant at Booz
Allen & Hamilton, a management consulting firm. Mr. Howe is a member of the
boards of directors of the Development Bank of Singapore and S.C. Johnson
Commercial Markets. Mr. Howe received a Bachelor in Business Administration from
Southern Methodist University and a Master in Business Administration from the
Harvard University Graduate School of Business.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
During the fiscal year ended March 31, 2000, the Board of Directors held
eight (8) meetings and acted by written consent in lieu of a meeting on five (5)
occasions. For the fiscal year, each of the directors during the term of their
tenure attended or participated in at least 75% of the aggregate of (i) the
total number of meetings of the Board of Directors and (ii) the total number of
meetings held by all committees of the Board of Directors on which each such
director served. The Board of Directors has three (3) standing committees: the
Audit Committee, the Compensation Committee and the Stock Plans Committee.
During the fiscal year ended March 31, 2000, the Audit Committee of the
Board of Directors held three (3) meetings and did not act by written consent in
lieu of a meeting. The Audit Committee reviews, acts on and reports to the Board
of Directors with respect to various auditing and accounting matters, including
the selection of Scient's independent accountants, the scope of the annual
audits, fees to be paid to Scient's accountants, the performance of Scient's
accountants and the accounting practices of Scient. The members of the Audit
Committee are Messrs. Beirne and Leone.
During the fiscal year ended March 31, 2000, the Compensation Committee of
the Board of Directors held three (3) meetings and acted by written consent in
lieu of a meeting on five (5) occasions. The Compensation Committee administers
our stock plans, other than the 1999 Employee Stock Purchase Plan, and makes
decisions concerning salaries and incentive compensation for our employees. The
members of the Compensation Committee are Messrs. Leone and Gluck.
During the fiscal year ended March 31, 2000, the Stock Plans Committee of
the Board of Directors held no meetings and acted by written consent in lieu of
a meeting on seventeen (17) occasions. The Stock Plans Committee administers the
1999 Employee Stock Purchase Plan. In addition, it may make awards under our
1999 Equity Incentive Plan, except that it may not make awards to members of the
board of directors or to our executive officers nor awards in excess of 200,000
shares per person per year. The sole member of the Stock Plans Committee is Mr.
Howe.
DIRECTOR COMPENSATION
Currently we do not provide our directors with cash compensation for their
services as members of the Board of Directors, although members are reimbursed
for some expenses in connection with attendance at board and committee meetings.
Scient also does not pay compensation for committee participation or special
assignments of the Board of Directors. At the end of each calendar quarter, our
non-employee directors automatically receive options to purchase 5,000 shares of
our common stock under our 1999 Equity Incentive Plan. These options are
exercisable immediately after the grant, and the option shares are fully vested
from the outset.
The exercise price of each non-employee director's option is equal to the
fair market value of our common stock on the option grant date. A director may
pay the exercise price by using cash, shares of common stock that the director
already owns or an immediate sale of the option shares through a broker
designated by us. The non-employee directors' options have a 10-year term,
except that they expire one year after a director leaves the board, if earlier.
In March 1998, when we appointed Mr. Gluck to our board of directors, we
granted him an option to purchase 480,000 shares of our common stock at an
exercise price of $.03 per share, subject to our repurchase right. In October
1999, when we appointed Kenichi Ohmae to our board of directors, we granted him
two options to purchase shares of our common stock. The first option is for
100,000 shares and has an exercise
4
<PAGE> 8
price of $42.25 per share. Twenty-five percent of the option becomes exercisable
after one year, with the balance becoming exercisable ratably on a monthly basis
for the next thirty-six months. The second option is for 20,000 shares, has an
exercise price of approximately $14.08 per share and becomes exercisable in two
equal installments, one after two years of service and the other after four
years of service.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES LISTED HEREIN.
INFORMATION REGARDING BENEFICIAL OWNERSHIP OF
PRINCIPAL STOCKHOLDERS, DIRECTORS, AND MANAGEMENT
The following table sets forth, as of June 30, 2000, information with
respect to shares beneficially owned by (1) each person who we know to be the
beneficial owner of more than five percent of our outstanding shares of common
stock; (2) each of the Named Executive Officers (as defined below); (3) each of
our directors and (4) all current directors and executive officers as a group.
We have determined beneficial ownership in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934. Under this rule, certain shares may be deemed
to be beneficially owned by more than one person (if, for example, persons share
the power to vote or the power to dispose of the shares). In addition, shares
are deemed to be beneficially owned by a person if the person has the right to
acquire shares (for example, upon exercise of an option or warrant) within 60
days of the date as of which the information is provided. In computing the
percentage ownership of any person, the number of shares beneficially owned by
him is deemed to include the number of shares beneficially owned by that person
(and only that person) by reason of such acquisition rights. As a result, the
percentage of outstanding shares of any person as shown in the following table
does not necessarily reflect the person's actual voting power at any particular
date. The percentage of beneficial ownership for the following table is based on
73,245,379 shares of common stock outstanding as of June 30, 2000. Unless
otherwise indicated, the address for each listed stockholder is: c/o Scient
Corporation, One Front Street, 28th Floor, San Francisco, California 94111. To
our knowledge, except as indicated in the footnotes to this table or pursuant to
applicable community property laws, the persons named in the table have sole
voting and investment power with respect to the shares of common stock
indicated.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
-------------------------
BENEFICIAL OWNER NUMBER PERCENT
---------------- ----------- --------
<S> <C> <C>
Eric Greenberg.............................................. 10,050,744 13.7%
Douglas Leone(1)............................................ 9,329,443 12.7
Entities Associated with Sequoia Capital(2)................. 9,225,127 12.6
David M. Beirne(3).......................................... 7,242,059 9.9
Entities Associated with Benchmark Capital(4)............... 7,015,644 9.6
Robert M. Howe(5)........................................... 6,475,626 8.8
Stephen A. Mucchetti(6)..................................... 1,135,000 1.5
William H. Kurtz(7)......................................... 979,264 1.3
Frederick W. Gluck(8)....................................... 385,580 *
Kenichi Ohmae(9)............................................ 15,000 *
All directors and executive officers as a group
(8 persons)(10)............................................ 35,612,716 48.2
</TABLE>
---------------
* Represents beneficial ownership of less than 1% of the outstanding shares
of Common Stock.
(1) Includes 7,249,970 shares held by Sequoia Capital VII, 126,776 held by
Sequoia Technology Partners VII, 147,060 shares held by SQP 1997, 82,721
shares held by Sequoia 1997, 316,940 shares held by Sequoia International
Partners, 1,171,494 shares held by Sequoia Capital Franchise Fund and
130,166 shares held by Sequoia Capital Franchise Partners. Mr. Leone, a
director of Scient, is a managing member of SC VII-A Management, L.L.C.,
which is the general partner of Sequoia Capital VII, Sequoia Technology
Partners VII, SQP 1997, Sequoia 1997, Sequoia International Partners,
Sequoia
5
<PAGE> 9
Capital Franchise Fund and Sequoia Capital Franchise Partners. Mr. Leone
disclaims beneficial ownership of the shares held by Sequoia Capital VII,
Sequoia Technology Partners VII, SQP 1997, Sequoia 1997, Sequoia
International Partners, Sequoia Capital Franchise Fund and Sequoia Capital
Franchise Partners, except to the extent of his pecuniary interest therein.
Includes options immediately exercisable for 20,000 shares. The address for
Mr. Leone is 3000 Sand Hill Road, Building 4, Suite 280, Menlo Park, CA
94025.
(2) Includes 7,249,970 shares held by Sequoia Capital VII, 126,776 held by
Sequoia Technology Partners VII, 147,060 shares held by SQP 1997, 82,721
shares held by Sequoia 1997, 316,940 shares held by Sequoia International
Partners, 1,171,494 shares held by Sequoia Capital Franchise Fund and
130,166 shares held by Sequoia Capital Franchise Partners. Mr. Leone, a
director of Scient, is a managing member of SC VII-A Management, L.L.C.,
which is the general partner of Sequoia Capital VII, Sequoia Technology
Partners VII, SQP 1997, Sequoia 1997, Sequoia International Partners,
Sequoia Capital Franchise Fund and Sequoia Capital Franchise Partners. Mr.
Leone disclaims beneficial ownership of the shares held by Sequoia Capital
VII, Sequoia Technology Partners VII, SQP 1997, Sequoia 1997, Sequoia
International Partners, Sequoia Capital Franchise Fund and Sequoia Capital
Franchise Partners, except to the extent of his pecuniary interest therein.
The address for Sequoia Capital is 3000 Sand Hill Road, Building 4, Suite
280, Menlo Park, CA 94025.
(3) Benchmark Capital Partners II, holds 7,015,644 shares as nominee for
Benchmark Capital Partners II, Benchmark Founders' Fund II, Benchmark
Founders' Fund II-A, and Benchmark Members' Fund. Mr. Beirne, a director of
Scient, is a Managing Member of the general partner of Benchmark Capital
Partners II. Mr. Beirne disclaims beneficial ownership of the shares held
by Benchmark Capital Partners II, except to the extent of his pecuniary
interest therein. Includes options immediately exercisable for 20,000
shares. The address for Mr. Beirne is 2480 Sand Hill Road, Suite 200, Menlo
Park, CA 94025.
(4) Benchmark Capital Partners II, holds 7,015,644 shares as nominee for
Benchmark Capital Partners II, Benchmark Founders' Fund II, Benchmark
Founders' Fund II-A, and Benchmark Members' Fund. Mr. Beirne, a director of
Scient, is a Managing Member of the general partner of Benchmark Capital
Partners II. Mr. Beirne disclaims beneficial ownership of the shares held
by Benchmark Capital Partners II, except to the extent of his pecuniary
interest therein. The address for Benchmark Capital is 2480 Sand Hill Road,
Suite 200, Menlo Park, CA 94025.
(5) Includes 2,400,000 shares held by Robert M. Howe and Althea M. Howe as
Joint Tenants with Right of Survivorship and 40,000 shares held by the Howe
Family Trust. Includes 300,000 shares which are subject to a stock
repurchase agreement that allows Scient to repurchase up to all of such
shares in the event that Stephen A. Mucchetti, Scient's President and Chief
Operating Officer, vests in a December 22, 1998 300,000 share option grant
by Scient. Mr. Mucchetti will vest in such options if he remains employed
by Scient through December 22, 2002.
(6) Includes 885,000 shares held by Stephen A. Mucchetti and Rebecca S.
Muccheti as Joint Tenants with Right of Survivorship, and options
immediately exercisable for 250,000 shares.
(7) Includes 300,000 shares held by William H. Kurtz and Kathy H. Kurtz as
Joint Tenants with Right of Survivorship, 15,000 shares held by William H.
Kurtz and Kathy H. Kurtz as Trustees for the Kurtz Family 1999 Trust, and
options immediately exercisable for 250,000 shares.
(8) Includes 263,590 shares held by the Gluck 1997 Family Trust and options
immediately exercisable for 20,000 shares.
(9) Includes options immediately exercisable for 15,000 shares.
(10) Includes options immediately exercisable for 575,000 shares.
6
<PAGE> 10
EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL ARRANGEMENTS
We entered into an employment agreement, dated December 10, 1997, with Eric
Greenberg, our Chairman Emeritus, which provided for an annual base salary of at
least $200,000, an annual bonus at the discretion of our Board of Directors and
participation in our employee benefit plans. On June 12, 1998, our Board of
Directors increased Mr. Greenberg's annual salary to $250,000. The employment
agreement provided that we would pay Mr. Greenberg a lump sum equal to 100% of
the greater of (1) his then current annual base compensation or (2) his actual
base compensation plus bonus for the most recently completed fiscal year if we
terminated Mr. Greenberg without his consent for any reason other than for cause
or permanent disability. Pursuant to an agreement dated April 1, 2000, Mr.
Greenberg terminated his employment with us effective March 31, 2000, but
continues to render service to Scient as a director and advisor, in exchange for
which he is compensated at the rate of $1.00 per year. We have the right to
repurchase certain of Mr. Greenberg's shares in the event of termination, under
certain conditions, of his services to Scient, which right lapses pursuant to a
four-year vesting schedule. Our repurchase right will lapse in its entirety upon
a change of control of Scient, or upon Mr. Greenberg's involuntary termination
other than for cause. On April 1, 2000 Mr. Greenberg resigned as Chairman and
assumed the position of Chairman Emeritus.
We have entered into an employment agreement, dated February 9, 1998, with
Robert M. Howe, our Chairman and Chief Executive Officer, which provides for an
annual base salary of at least $250,000, an annual bonus at the discretion of
the board of directors and participation in our employee benefit plans. The
employment agreement also provides that we will pay Mr. Howe a lump sum equal to
100% of the greater of (1) his then current annual base compensation or (2) his
actual base compensation plus bonus for the most recently completed fiscal year
if we terminate Mr. Howe without his consent for any reason other than for cause
or permanent disability. In addition, we granted Mr. Howe an immediately
exercisable option to purchase 4,800,000 shares of our common stock upon
commencement of his employment, subject to our right of repurchase which lapses
pursuant to a four-year vesting schedule. Our repurchase right will lapse with
respect to 25% of such shares if we terminate Mr. Howe without cause, and with
respect to 100% of such shares upon a change of control of Scient.
We have entered into an employment agreement, dated June 12, 1998, with
William H. Kurtz, our Chief Financial Officer and Executive Vice President,
which provides for an annual base salary of at least $250,000, an annual bonus
at the discretion of the board of directors and participation in our employee
benefit plans. The employment agreement also provides that we will pay Mr. Kurtz
a lump sum equal to six months' salary if we terminate Mr. Kurtz. In addition,
we granted Mr. Kurtz an option to purchase 1,000,000 shares of our common stock
upon commencement of his employment, subject to our right of repurchase which
lapses pursuant to a four-year vesting schedule. The four-year vesting schedule
will be adjusted to provide accelerated vesting on 12 months' worth of shares
if, upon a change of control of Scient, Mr. Kurtz is terminated or not offered
the position of Chief Financial Officer with the surviving entity.
We have entered into an employment agreement, dated September 14, 1998,
with Stephen A. Mucchetti, our President and Chief Operating Officer, which
provides for an annual base salary of at least $250,000, an annual bonus of
$50,000 for his first two years at Scient and participation in our employee
benefit plans. In addition, we granted Mr. Mucchetti an option to purchase
1,000,000 shares of our common stock upon commencement of his employment, of
which 20% was immediately vested and the remainder is subject to our right of
repurchase, which lapses pursuant to a four-year vesting schedule. The
employment agreement provides that if we terminate Mr. Mucchetti, we will pay
him a lump sum equal to one year's salary, and he will vest in 12 months of
stock options. The four-year vesting schedule will be adjusted to provide
accelerated vesting on 12 months' worth of shares if, upon a change of control
of Scient, Mr. Mucchetti is terminated or not offered the position of Chief
Operating Officer with the surviving entity.
7
<PAGE> 11
EXECUTIVE COMPENSATION AND RELATED INFORMATION
SUMMARY COMPENSATION TABLE
The following table sets forth information with respect to compensation for
the fiscal year ended March 31, 2000 earned by our Chief Executive Officer and
the three other executive officers, collectively referred to as the Named
Executive Officers:
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
AWARDS
------------
NUMBER OF
ANNUAL COMPENSATION SECURITIES
FISCAL ------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS(1) COMPENSATION(2)
--------------------------- ------ -------- -------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
Robert M. Howe........................... 2000 $250,000 $250,000 -- $ --
Chairman and Chief Executive Officer 1999 250,000 -- -- 52,472
Eric Greenberg(3)........................ 2000 250,000 250,000 -- --
Chairman Emeritus and Founder 1999 239,583 33,333 -- --
Stephen A. Mucchetti(4).................. 2000 266,667 266,667 -- --
President and Chief Operating Officer 1999 118,429 50,000 1,500,000 58,879
William H. Kurtz(5)...................... 2000 266,667 266,667 -- --
Chief Financial Officer and Executive 1999 159,135 50,000 1,100,000 78,967
Vice President
</TABLE>
---------------
(1) Numbers were adjusted to reflect the two-for-one stock split effective
December 1999.
(2) Fiscal Year 1999 amount shown for Mr. Howe includes $45,808 in relocation
expenses and $6,666 for reimbursement of taxes paid by him. Fiscal year 1999
amount shown for Mr. Mucchetti includes $42,035 in commuting expenses and
$16,844 for reimbursement of taxes paid by him. Fiscal year 1999 amount
shown for Mr. Kurtz includes $77,214 in relocation expenses and $1,743 for
reimbursement of taxes paid by him.
(3) Mr. Greenberg resigned as an employee on March 31, 2000. He continues to
serve on the Board of Directors as Chairman Emeritus and Founder.
(4) Mr. Mucchetti commenced employment with Scient in October 1998.
(5) Mr. Kurtz commenced employment with Scient in August 1998.
OPTION GRANTS IN LAST FISCAL YEAR
We did not grant any stock options during the fiscal year ended March 31,
2000 to any of the Named Executive Officers.
8
<PAGE> 12
OPTION VALUES AT MARCH 31, 2000
The following table sets forth for each of the Named Executive Officers the
number and value of securities underlying unexercised options that were held by
the Named Executive Officers at March 31, 2000. All numbers in the table have
been adjusted to reflect the two-for-one stock split that took effect in
December 1999. The numbers in the column entitled "Value Realized" are equal to
the fair market value of the purchased shares on the option exercise date, less
the exercise price paid for such shares. The numbers in the column entitled
"Value of Unexercised In-the-Money Options at March 31, 2000" are based on the
fair market value of our common stock at March 31, 2000 of $90.6875.
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
AT MARCH 31, 2000 MARCH 31, 2000
--------------------------- ---------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Robert M. Howe.............................. -- -- $ -- $ --
Eric Greenberg.............................. -- -- -- --
Stephen A. Mucchetti........................ 250,000 250,000 22,471,875 22,471,875
William H. Kurtz............................ 250,000 -- 22,590,626 --
</TABLE>
COMPENSATION COMMITTEE REPORT
The Compensation Committee of Scient's Board of Directors (the "Committee")
is responsible for establishing the level of base salary payable and for
approving the individual incentive program to be in effect for the Chief
Executive Officer. In addition, the Committee is responsible for the design and
administration of Scient's 1997 Stock Plan, 1999 Equity Incentive Plan, 2000
Stock Plan, and 1999 Employee Stock Purchase Plan.
The Chief Executive Officer has the authority to establish the level of
base salary payable and for approving the incentive programs to be in effect
each fiscal year for all other colleagues of Scient, including all members of
senior management, subject to the approval of the Committee.
The compensation philosophy of Scient is the same for all levels of
colleagues. To determine senior management compensation levels, Scient works
with an independent compensation consulting firm which provides executive
compensation data drawn from the proxy statements of companies doing similar
work and with an emphasis on companies in the eBusiness industry. A significant
number of these companies are listed in the Chase H&Q Technology Index, which is
included in the Stock Performance Graph for this proxy statement. In addition,
data from nationally recognized compensation surveys was used.
GENERAL COMPENSATION POLICY. Scient's fundamental pay philosophy is to
offer Scient's senior management competitive compensation opportunities based
upon overall Scient performance, and personal performance. All colleagues,
including senior management, are measured on contributions to clients,
colleagues and Scient. It is Scient's objective to have a substantial portion of
each manager's compensation contingent upon Scient's performance, as well as
upon his or her own level of performance. Accordingly, each senior manager's
compensation package consists of (i) base salary, (ii) cash incentive awards,
and (iii) long-term stock-based incentive awards.
In preparing the performance graph for this Proxy Statement, Scient
selected the Nasdaq Stock Market -- U.S. Index and the Chase H&Q Technology
Index. The companies included in Scient's surveys are not necessarily those
included in the Indices, because the latter were determined not to be
competitive with Scient for the management talent or because compensation
information was not available to Scient.
BASE SALARY. The base salary for each senior manager is set on the basis of
personal performance and the salary level in effect for comparable position at
companies that compete with Scient for management talent on the basis of surveys
conducted by Scient. In general, Scient seeks to set base salaries at the 50th
percentile of its identified market.
9
<PAGE> 13
ANNUAL CASH INCENTIVES. Each senior manager has an established bonus target
each fiscal year. The actual payment of incentive awards for senior management
is determined on the basis of Scient's achievement of the performance targets
established at the start of the fiscal year and based on personal performance.
Specifically, goals are established at the beginning of the fiscal year using an
agreed-upon business plan that reflects Scient revenue, profit, client,
colleague satisfaction and the manager's individual objectives. Each fiscal
year, the annual incentive plan is reevaluated with a new achievement threshold
and new goals. Actual incentive awards paid reflect an individual's
accomplishment of both corporate and functional objectives, with greater weight
being given to achievement of corporate rather than functional objectives.
Actual bonuses are listed in the Summary Compensation Table for the Named
Executive Officers.
LONG-TERM INCENTIVE COMPENSATION. During fiscal year 2000, the Committee
made no option grants to the Named Executive Officers since significant option
grants were made in the prior fiscal years. Generally, a significant grant is
made in the year that a colleague commences employment. Smaller grants may be
made in subsequent years or no options granted. Generally, the size of each
grant is set at a level that the Committee deems appropriate to create a
meaningful opportunity for stock ownership, based upon the individual's position
with Scient, the individual's potential for future responsibility, and the
individual's performance in the recent period. The total number of option shares
granted to each individual is considered as well. The relative weight given to
each of these factors will vary from individual to individual at the Committee's
discretion.
CHIEF EXECUTIVE OFFICER COMPENSATION. The annual base salary for Mr. Howe,
Scient's Chairman and Chief Executive Officer, was established by the Committee
on February 9, 1998. The Committee's decision was made primarily on the basis of
Mr. Howe's extensive background and experience. The Committee has not adjusted
his base salary since he started with Scient and elected to place the emphasis
on equity incentives.
The remaining components of the Chief Executive Officer's fiscal 2000
incentive compensation were entirely dependent upon Scient's performance and
provided no dollar guarantees. The bonus paid to the Chief Executive Officer for
fiscal 2000 was determined under the same plan as the bonuses of other eligible
senior managers and colleagues. Actual payments are reflected in the summary
compensation table. No option grants were made to the Chief Executive Officer
during fiscal 2000.
TAX LIMITATION. As a result of Federal tax legislation enacted in 1993, a
publicly-held company such as Scient is not allowed a Federal income tax
deduction for compensation paid to certain executive officers to the extent that
compensation exceeds $1 million per officer in any year. This limitation is in
effect for all fiscal years of Scient ending after Scient's initial public
offering. The stockholders approved Scient's stock plans available to executive
officers, which include a provision that limits the maximum number of options
that any one participant may be granted per calendar year. Accordingly, any
compensation deemed paid to an executive officer when he or she exercises an
option with an exercise price equal to the fair market value of the option
shares on the grant date generally will qualify as performance-based
compensation that will not be subject to the $1 million limitation.
Since it is not expected that the cash compensation to be paid to Scient's
executive officers for the 2001 fiscal year will exceed the $1 million limit per
officer, the Committee will defer any decision on whether to limit the dollar
amount of the cash compensation payable to Scient's executive officers to the $1
million cap.
Compensation Committee
Frederick W. Gluck
Douglas Leone
10
<PAGE> 14
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of Scient's Board was formed in February 1998
and is currently comprised of Messrs. Gluck and Leone. None of these individuals
was at any time during fiscal 2000, or at any other time, an officer or employee
of Scient. No member of the Compensation Committee of Scient serves as a member
of the board of directors or compensation committee of any entity that has one
or more executive officers serving as a member of the Scient's Board of
Directors or Compensation Committee.
STOCK PERFORMANCE GRAPH
The graph set forth below compares the cumulative total stockholder return
on Scient's Common Stock between May 14, 1999 (the date Scient's Common Stock
commenced public trading) and March 31, 2000 with the cumulative total return of
(i) the CRSP Total Return Index for the Nasdaq Stock Market (US Companies) (the
"Nasdaq Stock Market -- U.S. Index") and (ii) the Chase H&Q Technology Index,
over the same period. This graph assumes the investment of $100.00 on May 14,
1999 in Scient's Common Stock, the Nasdaq Stock Market -- U.S. Index and the
Chase H&Q Technology Index, and assumes the reinvestment of dividends, if any.
The comparisons shown in the graph below are based upon historical data.
Scient cautions that the stock price performance shown in the graph below is not
indicative of, nor intended to forecast, the potential future performance of
Scient's Common Stock. Information used in the graph was obtained from Research
Data Group, a source believed to be reliable, but Scient is not responsible for
any errors or omissions in such information.
COMPARISON OF 10 MONTH CUMULATIVE TOTAL RETURN*
AMONG SCIENT CORPORATION, THE NASDAQ STOCK MARKET -- U.S. INDEX
AND THE CHASE H&Q TECHNOLOGY INDEX
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
5/14/99 5/99 6/99 7/99 8/99 9/99
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Scient Corporation.......................................... $100.00 $250.00 $237.81 $250.00 $315.63 $320.00
Nasdaq Stock Market -- U.S. Index........................... $100.00 $97.96 $106.79 $104.83 $109.24 $109.35
Chase H&Q Technology Index.................................. $100.00 $98.53 $110.93 $109.41 $114.74 $117.34
</TABLE>
<TABLE>
<CAPTION>
10/99 11/99 12/99 1/00 2/00 3/00
------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Scient Corporation.......................................... $619.38 $725.00 $864.38 $756.25 $707.50 $906.88
Nasdaq Stock Market -- U.S. Index........................... $118.11 $132.43 $161.54 $155.59 $185.35 $181.54
Chase H&Q Technology Index.................................. $129.65 $151.55 $192.07 $183.76 $234.88 $216.67
</TABLE>
* $100 INVESTED ON 5/14/99 IN STOCK OR INDEX --
INCLUDING REINVESTMENT OF DIVIDENDS.
FISCAL YEAR ENDING DECEMBER 31.
<TABLE>
<CAPTION>
5/14/99 3/31/00
------- -------
<S> <C> <C>
Scient Corporation.......................................... $100.00 $906.88
Nasdaq Stock Market -- U.S. Index........................... $100.00 $181.54
Chase H&Q Technology Index.................................. $100.00 $216.67
</TABLE>
11
<PAGE> 15
Scient effected its initial public offering of Common Stock on May 14, 1999
at a price of $10 per share (as adjusted to reflect our December 1999
two-for-one forward stock split).
Notwithstanding anything to the contrary set forth in any of Scient's
previous or future filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate this Proxy
Statement or future filings made by Scient under those statutes, the
Compensation Committee Report and Stock Performance Graph shall not be deemed
filed with the Securities and Exchange Commission and shall not be deemed
incorporated by reference into any of those prior filings or into any future
filings made by Scient under those statutes.
PROPOSAL NO. 2
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Scient is asking the stockholders to ratify the appointment of
PricewaterhouseCoopers LLP as Scient's independent public accountants for the
fiscal year ending March 31, 2001. The affirmative vote of the holders of a
majority of shares present or represented by proxy and voting at the Annual
Meeting will be required to ratify the appointment of PricewaterhouseCoopers
LLP.
In the event the stockholders fail to ratify the appointment, the Board of
Directors will reconsider its selection. Even if the appointment is ratified,
the Board of Directors, in its discretion, may direct the appointment of a
different independent accounting firm at any time during the year if the Board
of Directors feels that such a change would be in Scient's and its stockholders'
best interests.
PricewaterhouseCoopers LLP has audited Scient's financial statements since
Scient's inception in 1997. Its representatives are expected to be present at
the Annual Meeting, will have the opportunity to make a statement if they desire
to do so, and will be available to respond to appropriate questions.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
SELECTION OF PRICEWATERHOUSECOOPERS LLP TO SERVE AS SCIENT'S INDEPENDENT PUBLIC
ACCOUNTANTS FOR THE FISCAL YEAR ENDING MARCH 31, 2001.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Since April 1, 1999, there has not been, nor is there currently proposed,
any transaction or series of similar transactions to which Scient or any of its
subsidiaries was or is to be a party in which the amount involved exceeded or
will exceed $60,000 and in which any director, executive officer, holder of more
than 5% of the Common Stock of Scient or any member of the immediate family of
any of the foregoing persons had or will have a direct or indirect material
interest other than (i) compensation agreements and other arrangements, which
are described where required in Employment Agreements and Change in Control
Arrangements and (ii) the transactions described below.
Scient's Certificate of Incorporation limits the liability of its directors
for monetary damages arising from a breach of their fiduciary duty as directors,
except to the extent otherwise required by the Delaware General Corporation Law.
Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission.
Scient's bylaws provide that Scient shall indemnify its directors and
officers to the fullest extent permitted by Delaware law, including in
circumstances in which indemnification is otherwise discretionary under Delaware
law. Scient has also entered into indemnification agreements with its officers
and directors containing provisions that may require Scient, among other things,
to indemnify such officers and directors against certain liabilities that may
arise by reason of their status or service as directors or officers and to
advance their expenses incurred as a result of any proceeding against them as to
which they could be indemnified.
12
<PAGE> 16
In May 1999, entities affiliated with Sequoia Capital acquired 380,000
shares of our common stock for $10.00 per share in connection with our initial
public offering.
In connection with the recruiting of our Vice President, Sales, we engaged
the services of Ramsey/Beirne Associates, an executive search firm. Mr. Beirne,
one of our directors, is the chairman of Ramsey/Beirne and owns more than 5% of
the stock of Ramsey/Beirne. As payment for services, we paid Ramsey/Beirne
$50,000 and issued an immediately exercisable warrant to purchase 15,750 shares
of common stock, with an exercise price of $.38 per share. We received $5,906
when Ramsey/Beirne exercised the warrant in May 1999.
Three of our directors have interests in some of our clients. Mr. Beirne is
a managing member of the general partner of funds affiliated with Benchmark
Capital. Mr. Leone is a managing member of the general partner of funds
affiliated with Sequoia Capital. Mr. Greenberg is co-CEO of Twelve
Entrepreneuring. During the fiscal year ended March 31, 2000, we performed
services for (i) five (5) companies in which Benchmark Capital held an equity
interest exceeding ten percent of the total outstanding equity and/or the right
to designate a member of the board of directors, and recognized approximately
$5.6 million of revenue from such clients, (ii) three (3) companies in which
Sequoia Capital held an equity interest exceeding ten percent of the total
outstanding equity and/or the right to designate a member of the board of
directors, and recognized approximately $9.0 million of revenue from such
clients, and (iii) one (1) company in which Twelve held an equity interest
exceeding ten percent of the total outstanding equity and/or the right to
designate a member of the board of directors, and recognized approximately
$634,000 of revenue from such client.
We believe that we made all of the transactions set forth above on terms no
less favorable to us than we could have obtained from unaffiliated third
parties. Where board of director approval is necessary, a majority of the
disinterested outside directors on our board of directors will approve all
future transactions, including loans between us and our officers, directors,
principal stockholders and their affiliates. Such transactions will continue to
be on terms no less favorable to us than we could have obtained from
unaffiliated third parties.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
The members of the Board of Directors, the executive officers of Scient and
persons who hold more than 10% of Scient's outstanding Common Stock are subject
to the reporting requirements of Section 16(a) of the Securities Exchange Act of
1934, as amended, which require them to file reports with respect to their
ownership of Scient's Common Stock and their transactions in such Common Stock.
Based upon (i) the copies of Section 16(a) reports that Scient received from
such persons for their 2000 fiscal year transactions in the Common Stock and
their Common Stock holdings and (ii) the written representations received from
one or more of such persons that no annual Form 5 reports were required to be
filed by them for the 2000 fiscal year, Scient believes that all reporting
requirements under Section 16(a) for such fiscal year were met in a timely
manner by its executive officers, Board members and greater than ten-percent
stockholders, except that Dr. Ohmae did not timely file a Form 3.
FORM 10-K
SCIENT WILL MAIL WITHOUT CHARGE, UPON WRITTEN REQUEST, A COPY OF SCIENT'S
FORM 10-K REPORT FOR FISCAL YEAR ENDED MARCH 31, 2000, INCLUDING THE FINANCIAL
STATEMENTS, SCHEDULE AND LIST OF EXHIBITS. REQUESTS SHOULD BE SENT TO SCIENT
CORPORATION, ONE FRONT STREET, 28TH FLOOR, SAN FRANCISCO, CA 94111, ATTN:
GENERAL COUNSEL.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Stockholder proposals intended to be presented at the 2001 Annual Meeting
must be received by Scient at its offices at One Front Street, 28th Floor, San
Francisco, CA 94111, Attn: Secretary, not later than March 30, 2001 and satisfy
the conditions established by the Securities and Exchange Commission for
stockholder proposals to be included in Scient's proxy statement for that
meeting.
13
<PAGE> 17
Pursuant to new amendments to Rule 14a-4(c) of the Securities Exchange Act
of 1934, as amended, if a stockholder who intends to present a proposal at the
2001 Annual Meeting of stockholders does not notify Scient of such proposal on
or prior to June 12, 2001, then management proxies would be allowed to use their
discretionary voting authority to vote on the proposal when the proposal is
raised at the annual meeting, even though there is no discussion of the proposal
in the 2001 Proxy Statement. Scient currently believes that the 2001 Annual
Meeting of stockholders will be held during the third week of August 2001.
OTHER MATTERS
The Board of Directors knows of no other matters to be presented for
stockholder action at the Annual Meeting. However, if other matters do properly
come before the Annual Meeting or any adjournments or postponements thereof, the
Board of Directors intends that the persons named in the proxies will vote upon
such matters in accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ BETH A. FRENSILLI
Beth A. Frensilli
Secretary
San Francisco, California
July 28, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE,
SIGN, DATE AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME PRIOR TO THE ANNUAL
MEETING. IF YOU DECIDE TO ATTEND THE ANNUAL MEETING AND WISH TO CHANGE YOUR
PROXY VOTE, YOU MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.
THANK YOU FOR YOUR ATTENTION TO THIS MATTER. YOUR PROMPT RESPONSE WILL
GREATLY FACILITATE ARRANGEMENTS FOR THE ANNUAL MEETING.
SPECIAL ACCOMODATIONS AT THE MEETING FOR INDIVIDUALS WITH DISABILITIES MAY
BE ARRANGED UPON REQUEST BY CALLING (415) 591-4819.
14
<PAGE> 18
PROXY SCIENT CORPORATION PROXY
ONE FRONT STREET, 28TH FLOOR, SAN FRANCISCO, CA 94111
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF SCIENT CORPORATION
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD AUGUST 18, 2000
The undersigned holder of Common Stock, par value $.0001, of Scient
Corporation ("Scient") hereby appoints Stephen A. Mucchetti and Beth A.
Frensilli, or either of them, proxies for the undersigned, each with full power
of substitution, to represent and to vote as specified in this Proxy all Common
Stock of Scient that the undersigned stockholder would be entitled to vote if
personally present at the Annual Meeting of Stockholders (the "Annual Meeting")
to be held on Friday, August 18, 2000 at 10 a.m., Pacific Time, at the Palace
Hotel, 639 Market St., San Francisco and at any adjournments or postponements of
the Annual Meeting. The undersigned stockholder hereby revokes any proxy or
proxies heretofore executed for such matters.
This proxy, when properly executed, will be voted in the manner as directed
herein by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2 AND IN THE DISCRETION OF THE PROXIES AS TO ANY
OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING. The undersigned
stockholder may revoke this proxy at any time before it is voted by delivering
to the Corporate Secretary of Scient either a written revocation of the proxy or
a duly executed proxy bearing a later date, or by appearing at the Annual
Meeting and voting in person.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
PLEASE MARK, SIGN, DATE AND RETURN THIS CARD PROMPTLY USING THE ENCLOSED
RETURN ENVELOPE. If you receive more than one proxy card, please sign and return
ALL cards in the enclosed envelope.
(Continued and to be Signed on Reverse Side)
<PAGE> 19
(Reverse)
1. To elect Mr. Gluck, Dr. Ohmae and Mr. Mucchetti to the Board of Directors for
a term ending upon the 2003 Annual Meeting of Stockholders or until their
successors are elected and qualified.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To ratify the appointment of PricewaterhouseCoopers LLP as Scient's
independent public accountants for the fiscal year ending March 31, 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
The undersigned acknowledges receipt of the accompanying Notice of Annual
Meeting of Stockholders and Proxy Statement.
Signature:
--------------------------------
Signature (if held jointly):
Date: , 2000
Please date and sign exactly as
your name(s) is (are) shown on
the share certificate(s) to
which the Proxy applies. When
shares are held as joint-
tenants, both should sign. When
signing as an executor,
administrator, trustee,
guardian, attorney-in fact or
other fiduciary, please give
full title as such. When signing
as a corporation, please sign in
full corporate name by President
or other authorized officer.
When signing as a partnership,
please sign in partnership name
by an authorized person.
