<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 2, 2000
REGISTRATION NO. 333-31754
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
EXULT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 8742 33-0831076
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION NUMBER) IDENTIFICATION NO.)
</TABLE>
4 PARK PLAZA, SUITE 1000
IRVINE, CALIFORNIA 92614
(949) 250-8002
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
BRIAN W. COPPLE
VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
EXULT, INC.
4 PARK PLAZA, SUITE 1000
IRVINE, CALIFORNIA 92614
(949) 250-8002
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
Bruce R. Hallett, Esq. Edward Sonnenschein, Jr., Esq.
Ellen S. Bancroft, Esq. Mark E. Brubaker, Esq.
Elizabeth T. Hall, Esq. Latham & Watkins
Christine P. Le, Esq. 633 W. Fifth Street, Suite 4000
Brobeck, Phleger & Harrison LLP Los Angeles, CA 90071
38 Technology Drive (213) 891-8100
Irvine, California 92618
(949) 790-6300
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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, 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. [ ] ________
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 the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable in connection with the sale and
distribution of the securities being registered. All amounts are estimated
except the SEC and NASD registration fees. All of the expenses below will be
paid by us.
<TABLE>
<CAPTION>
ITEM
----
<S> <C>
SEC Registration fee........................................ $ 40,986
NASD filing fee............................................. 16,025
Nasdaq National Market listing fee.......................... 95,000
Blue sky fees and expenses.................................. 10,000
Printing and engraving expenses............................. 250,000
Legal fees and expenses..................................... 450,000
Accounting fees and expenses................................ 300,000
Transfer Agent and Registrar fees........................... 10,000
Miscellaneous............................................... 127,989
----------
Total..................................................... $1,300,000
==========
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware General Corporation Law, we may indemnify
our directors and officers against liabilities they may incur in such
capacities, including liabilities under the Securities Act of 1933, as amended
(the "Securities Act"). Our bylaws (Exhibit 3.4 to this registration statement)
require us to indemnify our directors and officers to the fullest extent
permitted by law and require us to advance litigation expenses upon our receipt
of an undertaking by the director or officer to repay such advances if it is
ultimately determined that the director or officer is not entitled to
indemnification. Our bylaws further provide that rights conferred under such
bylaws do not exclude any other right such persons may have or acquire under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise.
Our certificate of incorporation (Exhibit 3.2 to this registration
statement) provides that, pursuant to Delaware law, our directors shall not be
liable for monetary damages for breach of the directors' fiduciary duty of care
to us and our stockholders. This provision in the certificate of incorporation
does not eliminate the duty of care, 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 us or our
stockholders, for acts or omissions not in good faith or involving intentional
misconduct or 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 redemption's 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.
In addition, we have entered into agreements to indemnify our directors and
certain of our officers in addition to the indemnification provided for in our
bylaws. These agreements will, among other things, indemnify our directors and
some of our officers for certain expenses (including attorneys fees), judgments,
fines and settlement amounts incurred by such person in any action or
proceeding, including any action by or in our right, on account of services by
that person as a director or officer of Exult or as a director or officer of any
of our subsidiaries, or as a director or officer of any other company or
enterprise that the person provides services to at our request. We intend to
obtain directors' and officers' liability insurance in connection with this
offering.
II-1
<PAGE> 3
The purchase agreement (Exhibit 1.1 to this registration statement)
provides for indemnification by the underwriters of us and our officers and
directors, and by us of the underwriters, for certain liabilities arising under
the Securities Act or otherwise.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
The following is a summary of all sales of our securities since our
formation in October 1998. None of these sales was registered under the
Securities Act of 1933, as amended.
(1) On November 11, 1998, we issued 9,000 shares of common stock to
GAP Coinvestment Partners, L.P. for $1.
(2) On November 25, 1998, we sold an aggregate of 25,000 shares of
Series A Preferred Stock to General Atlantic Partners 54, L.P. and GAP
Coinvestment Partners, L.P. for an aggregate purchase price of $1,000,000.
Each share of Series A Preferred Stock will be converted into 900 shares of
common stock upon the closing of this offering, giving effect to our stock
splits effective April 26, 1999 and February 9, 2000.
(3) On April 1, 1999, we sold 8,856,000 shares of common stock to
James C. Madden for $39,360.
(4) On April 27, 1999, we sold an aggregate of 1,696,369 shares of
Series B Preferred Stock to General Atlantic Partners 54, L.P., GAP
Coinvestment Partners II, L.P. and Brobeck, Phleger & Harrison LLP for an
aggregate purchase price of $9,194,319. Each share of Series B Preferred
Stock will convert into five shares of common stock upon the closing of
this offering, giving effect to our stock split effective February 9, 2000.
(5) On June 6, 1999, we sold 306,750 shares of common stock to Ramsey
Beirne Investment Pool II, Inc. for $100,001 in cash and services valued at
$100,000.
(6) On September 22, 1999, we issued a warrant to McKinsey & Company,
Inc. to purchase 691,880 shares of common stock at an exercise price of
$1.084 per share and a warrant to purchase 182,390 shares of common stock
at an exercise price of $2.056 per share.
(7) On September 22, 1999, we issued a warrant to SpencerStuart to
purchase 47,770 shares of common stock at an exercise price of $1.57 per
share. We also issued another warrant to BridgeGate, LLC to purchase 46,155
shares of common stock at an exercise price of $0.65 per share.
(8) On October 22, 1999, we sold an aggregate of 1,478,600 shares of
Series C Preferred Stock to GAP Coinvestment Partners II, L.P., General
Atlantic Partners 57, L.P., Brobeck, Phleger & Harrison LLP and Bruce R.
Hallet for an aggregate purchase price of $15,200,000. Each share of Series
C Preferred Stock will be converted into five shares of common stock upon
the closing of this offering, giving effect to our stock split effective
February 9, 2000.
(9) On November 12, 1999, we sold an aggregate of 58,364 shares of
Series C Preferred Stock to William Pade and New Millennium Capital
Partners, LLC for an aggregate purchase price of $599,982. Each share of
Series C Preferred Stock will be converted into five shares of common stock
upon the closing of this offering.
(10) On December 7, 1999, we issued a warrant to BP International
Limited to purchase 3,339,220 shares of common stock at an exercise price
of $1.57 per share.
(11) On December 7, 1999, we issued a warrant to BP International
Limited to purchase 667,844 shares of Series C Preferred Stock at an
initial exercise price of $10.28 per share increasing daily at an annual
rate of 12%, compounded daily, following the date of issuance of the
warrant. Each share of Series C Preferred Stock will be converted into five
shares of common stock upon the closing of this offering. BP Amoco
exercised these warrants and the warrants referred to in item 10 above
effective on April 28, 2000 for an aggregate exercise price of $12,435,255.
II-2
<PAGE> 4
(12) On December 23, 1999, we sold an aggregate of 2,932,879 shares of
Series C Preferred Stock to General Atlantic Partners 60, L.P., GAP
Coinvestment Partners II, L.P. and JRO Consulting, Inc. for an aggregate
purchase price of $30,149,995. Each share of Series C Preferred Stock will
be converted into five shares of common stock upon the closing of this
offering.
(13) On February 7, 2000, we sold 385,805 shares of Series C Preferred
Stock to BP International Limited for $3,966,075. Each share of Series C
Preferred Stock will be converted into five shares of common stock upon the
closing of this offering.
(14) On February 10, 2000, we sold an aggregate of 6,885,480 shares of
Series D Preferred Stock to 12 accredited investors for an aggregate
purchase price of approximately $60,000,000. Each share of Series D
Preferred Stock will be converted into one share of common stock upon the
closing of this offering.
(15) On April 15, 2000, we sold 46,155 shares of common stock to
Bridge LLC for an aggregate purchase price of $30,000 upon exercise of a
warrant.
(16) Since August 1999, we issued an aggregate of 310,180 shares of
common stock to J. Michael Spence, JRO Consulting, Inc., Douglas Shurtleff
and Scott Figge for an aggregate purchase price of $221,662.30 upon the
exercise of stock options.
(17) Since May 1999, we have granted stock options to purchase an
aggregate of 9,597,165 shares of common stock under individual stock option
agreements and the 1999 Stock Option/Stock Issuance Plan to eligible
officers, directors, consultants and employees as described in the
prospectus.
(18) Since November 1999, we have granted stock options to purchase an
aggregate of 3,065,995 shares of common stock under individual stock option
agreements and the 1999 Special Executive Option Plan to eligible officers
and other highly compensated employees as described in the prospectus.
The offer and sale of securities in the above transactions did not involve
any public offering and were exempt from registration under the Securities Act
by virtue of Section 4(2) or Rule 701 thereof, or Regulation D. Appropriate
legends are affixed to the stock certificates issued in such transactions.
Similar legends were imposed in connection with any subsequent sales of any such
securities.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following Exhibits are attached hereto and incorporated herein by
reference.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
1.1** Form of Purchase Agreement.
2.1** Asset Purchase Agreement by and among Exult, Inc., Gunn
Partners Inc., the shareholders of Gunn Partners, Inc. and
Michael Gibson dated as of November 22, 1999.
2.2** Asset Purchase Agreement dated as of December 20, 1999 among
Pactiv Corporation, Pactiv Business Services, Inc. and
Exult, Inc.
3.1.1** Third Amended and Restated Certificate of Incorporation of
Exult, Inc.
3.1.2** Certificate of Amendment of Third Amended and Restated
Certificate of Incorporation of Exult, Inc.
3.1.3** Form of Fourth Amended and Restated Certificate of
Incorporation of Exult, Inc.
3.2** Amended and Restated Bylaws of Exult, Inc.
4.1 See Exhibits 3.1 and 3.2 for provisions of the Exult, Inc.'s
Certificate of Incorporation and Bylaws defining the rights
of holders of Exult, Inc.'s common stock.
4.2** Specimen common stock certificate.
</TABLE>
II-3
<PAGE> 5
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
5.1** Form of Opinion of Brobeck, Phleger and Harrison LLP.
10.1.1** Registrant's 1999 Stock Option/Stock Issuance Plan.
10.1.2** Form of Notice of Grant of Stock Option.
10.1.3** Form of Stock Option Agreement.
10.1.4** Form of Addendum to Stock Option Agreement.
10.1.5** Form of Stock Purchase Agreement.
10.1.6** Form of Addendum to Stock Purchase Agreement.
10.1.7** Form of Stock Issuance Agreement.
10.1.8** Form of Addendum to Stock Issuance Agreement.
10.2.1** Registrant's 1999 Special Executive Stock Option/Stock
Issuance Plan.
10.2.2** Form of Notice of Grant of Stock Option.
10.2.3** Form of Stock Option Agreement.
10.2.4** Form of Addendum to Stock Option Agreement.
10.2.5** Form of Stock Purchase Agreement.
10.2.6** Form of Addendum to Stock Purchase Agreement.
10.2.7** Form of Stock Issuance Agreement.
10.2.8** Form of Addendum to Stock Issuance Agreement.
10.3** Form of Directors' and Officers' Indemnification Agreement.
10.4** Founder Stock Purchase Agreement by and among BPO-US, Inc.,
James Madden and General Atlantic Partners, LLC dated April
1, 1999.
10.5.1** Amended and Restated Registration Rights Agreement among
Exult, Inc. and the Stockholders identified therein dated
December 23, 1999.
10.5.2** Amendment No. 1 to Amended and Restated Registration Rights
Agreement among Exult and the Stockholders identified
therein dated February 10, 2000.
10.6.1** Office Space Lease between The Irvine Company and BPO-US,
Inc. dated June 28, 1999.
10.6.2** First Amendment to Office Space Lease between The Irvine
Company and Exult, Inc. dated February 29, 2000.
10.7.1** Lease Agreement Venture Technology Center VI Building, The
Woodlands, Montgomery County, Texas between The Woodlands
Corporation and Tenneco Business Services Inc. dated August
15, 1995.
10.7.2** Assignment and Assumption of Lease between Pactiv Business
Services Inc. (formerly known as Tenneco Business Services
Inc.) and Exult, Inc. dated January 1, 2000.
10.8+** Framework Agreement dated December 7, 1999 by and between
the Company and BP Amoco p.l.c.
10.9+** US Country Agreement dated December 7, 1999 by and between
the Company and BP America, Inc.
10.10+** UK Country Agreement dated December 7, 1999 by and between
Exult Limited and BP International Limited.
10.11.1** Executive Employment Agreement dated October 1, 1999 by and
between Exult, Inc. and James C. Madden.
10.11.2** Memorandum dated February 29, 2000 regarding compensation.
</TABLE>
II-4
<PAGE> 6
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
10.12.1** Executive Employment Agreement dated October 1, 1999 by and
between Exult, Inc. and Stephen M. Unterberger.
10.12.2** Memorandum dated February 29, 2000 regarding compensation.
10.13** Executive Employment Agreement dated August 25, 1999 by and
between Exult, Inc. and Barbara A. Coull-Williams.
10.14** Executive Employment Agreement dated October 1, 1999 by and
between Exult, Inc. and Scott J. Figge.
10.15** Executive Employment Agreement dated August 25, 1999 by and
between Exult, Inc. and Rebecca L. Work.
10.16** Registrant's 2000 Employee Stock Purchase Plan.
10.17** Lease among Scottish Mutual Assurance plc and Exult Limited
and Exult, Inc.
10.18** Registrant's 2000 Stock Incentive Plan.
10.19.1** Executive Employment Agreement dated May 30, 2000 by and
between Exult, Inc. and Kevin Campbell.
10.19.2** Loan Agreement dated May 30, 2000 by and between Exult, Inc.
and Kevin Campbell.
21.1** Subsidiaries of Exult, Inc.
23.1** Form of Consent of Brobeck, Phleger & Harrison LLP (Included
in Exhibit 5.1 hereto).
23.2 Consent of Arthur Andersen LLP.
23.3** Consent of Vitale, Caturano and Company, P.C.
24.1** Power of Attorney (Included on signature pages hereto).
27.1** Financial Data Schedule.
</TABLE>
---------------
** Previously filed.
+ Confidential treatment is being sought with respect to certain portions of
this agreement. Such portions have been omitted from this filing and have
been filed separately with the Securities and Exchange Commission.
II-5
<PAGE> 7
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes to provide to the underwriter
at the closing specified in the underwriting agreements certificates in such
denominations and registered in such names as required by the underwriter to
permit delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of Exult
pursuant to the foregoing provisions, or otherwise, Exult has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by Exult of expenses incurred or paid by a
director, officer or controlling person of Exult 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, Exult
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 Securities Act and will be governed by the final adjudication
of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus as filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by Exult pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and this offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
II-6
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Exult, Inc. has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Irvine, State of California, on the 2nd day of June, 2000.
EXULT, INC.
By: /s/ DOUGLAS SHURTLEFF
------------------------------------
Executive Vice President, Treasurer
and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement on Form S-1 has been signed by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <C> <S>
* Chief Executive Officer, President June 2, 2000
----------------------------------------------------- and Chairman of the Board
James C. Madden, V (principal executive officer)
/s/ DOUGLAS L. SHURTLEFF Executive Vice President, June 2, 2000
----------------------------------------------------- Treasurer and Chief Financial
Douglas L. Shurtleff Officer (principal financial
officer)
* Director June 2, 2000
-----------------------------------------------------
J. Michael Cline
* Director June 2, 2000
-----------------------------------------------------
Steven A. Denning
* Director June 2, 2000
-----------------------------------------------------
A. Michael Spence
* Director June 2, 2000
-----------------------------------------------------
John R. Oltman
* Director June 2, 2000
-----------------------------------------------------
Michael A. Miles
* Director June 2, 2000
-----------------------------------------------------
Mark Dzialga
</TABLE>
*By: /s/ DOUGLAS L. SHURTLEFF
------------------------------
Douglas L. Shurtleff
(Attorney-in-fact)
II-7
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
1.1** Form of Purchase Agreement.
2.1** Asset Purchase Agreement by and among Exult, Inc., Gunn
Partners Inc., the shareholders of Gunn Partners, Inc. and
Michael Gibson dated as of November 22, 1999.
2.2** Asset Purchase Agreement dated as of December 20, 1999 among
Pactiv Corporation, Pactiv Business Services, Inc. and
Exult, Inc.
3.1.1** Third Amended and Restated Certificate of Incorporation of
Exult, Inc.
3.1.2** Certificate of Amendment of Third Amended and Restated
Certificate of Incorporation of Exult, Inc.
3.1.3** Form of Fourth Amended and Restated Certificate of
Incorporation of Exult, Inc.
3.2** Amended and Restated Bylaws of Exult, Inc.
4.1 See Exhibits 3.1 and 3.2 for provisions of the Exult, Inc.'s
Certificate of Incorporation and Bylaws defining the rights
of holders of Exult, Inc.'s common stock.
4.2** Specimen common stock certificate.
5.1** Form of Opinion of Brobeck, Phleger and Harrison LLP.
10.1.1** Registrant's 1999 Stock Option/Stock Issuance Plan.
10.1.2** Form of Notice of Grant of Stock Option.
10.1.3** Form of Stock Option Agreement.
10.1.4** Form of Addendum to Stock Option Agreement.
10.1.5** Form of Stock Purchase Agreement.
10.1.6** Form of Addendum to Stock Purchase Agreement.
10.1.7** Form of Stock Issuance Agreement.
10.1.8** Form of Addendum to Stock Issuance Agreement.
10.2.1** Registrant's 1999 Special Executive Stock Option/Stock
Issuance Plan.
10.2.2** Form of Notice of Grant of Stock Option.
10.2.3** Form of Stock Option Agreement.
10.2.4** Form of Addendum to Stock Option Agreement.
10.2.5** Form of Stock Purchase Agreement.
10.2.6** Form of Addendum to Stock Purchase Agreement.
10.2.7** Form of Stock Issuance Agreement.
10.2.8** Form of Addendum to Stock Issuance Agreement.
10.3** Form of Directors' and Officers' Indemnification Agreement.
10.4** Founder Stock Purchase Agreement by and among BPO-US, Inc.,
James Madden and General Atlantic Partners, LLC dated April
1, 1999.
10.5.1** Amended and Restated Registration Rights Agreement among
Exult, Inc. and the Stockholders identified therein dated
December 23, 1999.
10.5.2** Amendment No. 1 to Amended and Restated Registration Rights
Agreement among Exult and the Stockholders identified
therein dated February 10, 2000.
10.6.1** Office Space Lease between The Irvine Company and BPO-US,
Inc. dated June 28, 1999.
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
10.6.2** First Amendment to Office Space Lease between The Irvine
Company and Exult, Inc. dated February 29, 2000.
10.7.1** Lease Agreement Venture Technology Center VI Building, The
Woodlands, Montgomery County, Texas between The Woodlands
Corporation and Tenneco Business Services Inc. dated August
15, 1995.
10.7.2** Assignment and Assumption of Lease between Pactiv Business
Services Inc. (formerly known as Tenneco Business Services
Inc.) and Exult, Inc. dated January 1, 2000.
10.8+** Framework Agreement dated December 7, 1999 by and between
the Company and BP Amoco p.l.c.
10.9+** US Country Agreement dated December 7, 1999 by and between
the Company and BP America, Inc.
10.10+** UK Country Agreement dated December 7, 1999 by and between
Exult Limited and BP International Limited.
10.11.1** Executive Employment Agreement dated October 1, 1999 by and
between Exult, Inc. and James C. Madden.
10.11.2** Memorandum dated February 29, 2000 regarding compensation.
10.12.1** Executive Employment Agreement dated October 1, 1999 by and
between Exult, Inc. and Stephen M. Unterberger.
10.12.2** Memorandum dated February 29, 2000 regarding compensation.
10.13** Executive Employment Agreement dated August 25, 1999 by and
between Exult, Inc. and Barbara A. Coull-Williams.
10.14** Executive Employment Agreement dated October 1, 1999 by and
between Exult, Inc. and Scott J. Figge.
10.15** Executive Employment Agreement dated August 25, 1999 by and
between Exult, Inc. and Rebecca L. Work.
10.16** Registrant's 2000 Employee Stock Purchase Plan.
10.17** Lease among Scottish Mutual Assurance plc and Exult Limited
and Exult, Inc.
10.18** Registrant's 2000 Stock Incentive Plan.
10.19.1** Executive Employment Agreement dated May 30, 2000 by and
between Exult, Inc. and Kevin Campbell.
10.19.2** Loan Agreement dated May 30, 2000 by and between Exult, Inc.
and Kevin Campbell.
21.1** Subsidiaries of Exult, Inc.
23.1** Form of Consent of Brobeck, Phleger & Harrison LLP (Included
in Exhibit 5.1 hereto).
23.2 Consent of Arthur Andersen LLP.
23.3** Consent of Vitale, Caturano and Company, P.C.
24.1** Power of Attorney (Included on signature pages hereto).
27.1** Financial Data Schedule.
</TABLE>
---------------
** Previously filed.
+ Confidential treatment is being sought with respect to certain portions of
this agreement. Such portions have been omitted from this filing and have
been filed separately with the Securities and Exchange Commission.
