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As filed with the Securities and Exchange Commission on May 11, 2000
Registration No. 333-_________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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Scient Corporation
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 7379 94-3288107
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)
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One Front Street, 28th Floor
San Francisco, CA 94111
(Address of principal executive offices) (Zip Code)
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SCIENT CORPORATION
1999 EQUITY INCENTIVE PLAN, as amended
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
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William H. Kurtz
Chief Financial Officer
SCIENT CORPORATION
One Front Street, 28th Floor
San Francisco, CA 94111
(Name and address of agent for service)
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415-733-8200
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum Amount of
Amount to be Offering Price Aggregate Registration
Title of Securities to be Registered Registered (1) Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
1999 Equity Incentive Plan, as amended
Common Stock (par value $0.0001) 10,784,334 $49.0625 (2) $ 529,106,387 (2) $139,684.07
Shares
1999 Employee Stock Purchase Plan
- -------------------------------------------------------------------------------------------------------------------
Common Stock (par value $0.0001) 311,533 $49.0625 (2) $15,284,587.81 (2) $ 4,035.13
Shares
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1999 Equity Incentive Plan, as
amended and 1999 Employee Stock Purchase Plan, by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase
in the number of the outstanding shares of Common Stock of Scient
Corporation.
(2) Calculated only for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the average of the high
and low prices per share of Common Stock of Scient Corporation on May 10,
2000.
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PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
Scient Corporation ("Scient") hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):
(a) Scient's prospectus filed with the SEC under Rule 424(b) under the
Securities Act of 1933, as amended (the "1933 Act"), in connection with
Registration Statement No. 333-74731 on Form S-1 filed with the SEC on March 19,
1999, the amendment filed on April 28, 1999, May 10, 1999, May 11, 1999, May 12,
1999 and the amendment filed on May 13, 1999, which contains Scient's audited
financial statements from inception on November 7, 1997 through March 31, 1998
and the fiscal year ended March 31, 1999.
(b) Scient's prospectus filed with the SEC under Rule 424(b) under the
Securities Act of 1933, as amended (the "1933 Act"), in connection with
Registration Statement No. 333-93441 on Form S-1 filed with the SEC on December
22, 1999, the amendment filed on January 6, 2000 and the amendment filed on
January 19, 2000, which contains Scient's audited financial statements from
inception on November 7, 1997 through March 31, 1998 and the fiscal year ended
March 31, 1999.
(c) The description of Scient's outstanding Common Stock contained in Scient's
Registration Statement No. 0-25893 on Form 8-A filed with the SEC on April 28,
1999, under Section 12 of the 1934 Act, including any amendment or report filed
to update the description.
(d) The Quarterly Report on Form 10-Q for the quarter ended June 30, 1999,
September 30, 1999, and December 31, 1999.
(e) The Current Report on Form 8-K filed with the SEC on October 21, 1999.
All reports and definitive proxy or information statements filed under
Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall also be incorporated by
reference into this Registration Statement and to be a part of this Registration
Statement from the date of filing of those documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
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Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law authorizes a court
to award or a corporation's Board of Directors to grant indemnification to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the 1933 Act. Scient's Bylaws
provide for mandatory indemnification of its directors and officers and
permissible indemnification of employees and other agents to the maximum extent
permitted by the Delaware General Corporation Law. Scient's Certificate of
Incorporation as amended provides that, under Delaware law, its directors shall
not be liable for monetary damages for breach of their fiduciary duty as
directors to Scient and its stockholders. This provision in the Certificate of
Incorporation does not eliminate the fiduciary duty of the directors, and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition,
each director will continue to be subject to liability for breach of the
director's duty of loyalty to Scient for acts or omissions not in good faith or
involving intentional misconduct, for knowing violations of law, for actions
leading to improper personal benefit to the director and for payment of
dividends or approval of stock repurchases or redemptions that are unlawful
under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws. Scient has entered into Indemnification
Agreements with its officers and directors. The Indemnification Agreements
provide Scient's officers and directors with further indemnification to the
maximum extent permitted by the Delaware General Corporation Law.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
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Exhibit Number Exhibit
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4 Instrument Defining Rights of Stockholders. Reference is made to Scient's
Registration Statement No. 0-25893 on Form 8-A, which is incorporated
herein by reference under Item 3(b) of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian LLP.
23.1 Consent of Independent Accountants.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP is
contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration
Statement.
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Item 9. Undertakings
A. Scient hereby undertakes:
1. to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement
(i). to include any prospectus required by Section 10(a)(3) of
the 1933 Act,
(ii). to reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement and
(iii). to include any material information with respect to the
plan of distribution not previously disclosed in this
Registration
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Statement or any material change to such information in
this Registration Statement; provided, however, that
clauses (1)(i) and (1)(ii) shall not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic
reports filed with or furnished to the SEC by Scient
Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference in this Registration Statement;
2. that for the purpose of determining any liability under the 1933
Act each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered
therein and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof and
3. to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of Scient's 1999 Equity Incentive Plan,
as amended, and 1999 Employee Stock Purchase Plan.
B. Scient hereby undertakes that, for purposes of determining any liability
under the 1933 Act, each filing of Scient's annual report under Section 13(a) or
Section 15(d) of the 1934 Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the 1933 Act may be
permitted to directors, officers or controlling persons of Scient under the
indemnification provisions summarized in Item 6 or otherwise, Scient has been
advised that, in the opinion of the SEC, such indemnification is against public
policy as expressed in the 1933 Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by Scient of expenses incurred or paid by a director, officer or
controlling person of Scient in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, Scient will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
The Securities Act of 1933, as amended, requires that Scient certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has had this Registration Statement signed on its
behalf by the undersigned, who is duly authorized, in the City of San Francisco,
State of California on this 10th day of May, 2000.
SCIENT CORPORATION
By: /s/ Robert M. Howe
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Robert M. Howe
Chief Executive Officer
POWER OF ATTORNEY
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KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Scient Corporation, a
Delaware corporation, do hereby constitute and appoint Robert M. Howe and
William H. Kurtz, and either of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and either one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney on the date indicated.
Under the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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/s/ Robert M. Howe Chief Executive Officer and May 10, 2000
- ------------------------- Chairman (Principal Executive Officer)
Robert M. Howe
/s/ Stephen A. Mucchetti President and Chief Operating Officer May 10, 2000
- -------------------------
Stephen A. Mucchetti
/s/ William H. Kurtz Chief Financial Officer and Executive Vice May 10, 2000
- ------------------------- President (Principal Financial and
William H. Kurtz Accounting Officer)
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/s/ Eric Greenberg Director May 10, 2000
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Eric Greenberg
/s/ David M. Beirne Director May 10, 2000
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David M. Beirne
/s/ Frederick W. Gluck Director May 10, 2000
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Frederick W. Gluck
/s/ Douglas Leone Director May 10, 2000
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Douglas Leone
/s/ Kenichi Ohmae Director May 10, 2000
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Kenichi Ohmae
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EXHIBIT INDEX
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Sequentially
Exhibit Number Exhibit Numbered Page
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4 Instrument Defining Rights of Stockholders. Reference is made
to Scient's Registration Statement No. 0-25893 on Form 8-A,
which is incorporated herein by reference under Item 3(b) of
this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian LLP.
23.1 Consent of Independent Accountants.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
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[LETTERHEAD OF GUNDERSON DETTMER STOUGH]
EXHIBIT 5
May 10, 2000
Scient Corporation
One Front Street, 28th Floor
San Francisco, CA 94111
Re: Scient Corporation ("Scient") Registration Statement for Offering of
Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration Statement")
under the Securities Act of 1933, as amended, of (i) 10,784,334 shares of Common
Stock under Scient's 1999 Equity Incentive Plan, as amended and (ii) 311,533
shares of common stock under Scient's 1999 Employee Stock Purchase Plan. We
advise you that, in our opinion, when such shares have been issued and sold
under the applicable provisions of the 1999 Equity Incentive Plan, as amended
and 1999 Employee Stock Purchase Plan and in accordance with the Registration
Statement, such shares will be validly issued, fully paid and nonassessable
shares of Scient's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP
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Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated April 26, 1999 relating
to the financial statements, which appears in the Registration Statements on
Form S-1 (No. 333-74731 and 333-93441) for the year ended March 31, 1999.
PricewaterhouseCoopers LLP
/s/ PricewaterhouseCoopers LLP
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San Jose, California
May 10, 2000
