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[LOGO]
SCIENT CORPORATION
ONE FRONT STREET, 28TH FLOOR
SAN FRANCISCO, CA 94111
March 30, 2000
TO THE STOCKHOLDERS OF SCIENT CORPORATION
Dear Stockholder:
A Special Meeting of Stockholders (the "Special Meeting") of Scient
Corporation, a Delaware corporation (the "Company"), will be held at the
Company's headquarters located at One Front Street, 28th floor, San Francisco,
CA 94111 on Thursday, April 13, 2000, at 8:00 A.M., Pacific Time.
Details of the business to be conducted at the Special Meeting are in the
attached Proxy Statement and Notice of Special Meeting of Stockholders.
It is important that your shares be represented and voted at the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL 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
Special Meeting. If you decide to attend the Special 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 the Company. We look
forward to seeing you at the Special Meeting.
Sincerely,
Robert M. Howe
Chief Executive Officer
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[LOGO]
SCIENT CORPORATION
ONE FRONT STREET, 28TH FLOOR
SAN FRANCISCO, CA 94111
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 13, 2000
A Special Meeting of Stockholders (the "Special Meeting") of Scient
Corporation, a Delaware corporation (the "Company"), will be held at the
Company's headquarters located at One Front Street, 28th floor, San Francisco,
CA 94111 on Thursday, April 13, 2000, at 8:00 A.M., Pacific Time, for the
following purposes:
1. To approve an amendment to the Company's Amended and Restated
Certificate of Incorporation to increase the number of shares of Common
Stock that the Company is authorized to issue from 125,000,000 to
500,000,000;
2. To approve an amendment to the 1999 Equity Incentive Plan to increase
the number of shares available for issuance ("the Reserve") under the
1999 Equity Incentive Plan from 2,400,000 to 6,400,000 and to revise the
formula for determining annual increases in the Reserve; 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 March 22, 2000 are
entitled to notice of, and to vote at, the Special Meeting and at any
adjournments or postponements thereof. A list of such stockholders will be
available for inspection at the Company'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 Special Meeting.
BY ORDER OF THE BOARD OF DIRECTORS,
William H. Kurtz
Secretary
San Francisco, California
March 30, 2000
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL 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 SPECIAL MEETING. IF
YOU DECIDE TO ATTEND THE SPECIAL MEETING AND WISH TO CHANGE YOUR PROXY VOTE, YOU
MAY DO SO AUTOMATICALLY BY VOTING IN PERSON AT THE MEETING.
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SCIENT CORPORATION
ONE FRONT STREET, 28TH FLOOR
SAN FRANCISCO, CA 94111
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PROXY STATEMENT
------------------------
FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 13, 2000
These proxy materials are furnished in connection with the solicitation of
proxies by the Board of Directors of Scient Corporation, a Delaware corporation
(the "Company"), for the Special Meeting of Stockholders (the "Special Meeting")
to be held at the Company's headquarters located at One Front Street, 28th
floor, San Francisco, CA 94111 on Thursday, April 13, 2000, at 8:00 A.M.,
Pacific Time, and at any adjournment or postponement of the Special Meeting.
These proxy materials were first mailed to stockholders on or about March 30,
2000.
PURPOSE OF MEETING
The specific proposals to be considered and acted upon at the Special
Meeting are summarized in the accompanying Notice of Special Meeting of
Stockholders. These proposals are described in more detail in this Proxy
Statement.
VOTING RIGHTS AND SOLICITATION OF PROXIES
The Company's Common Stock is the only type of security entitled to vote at
the Special Meeting. On March 22, 2000, the record date for determination of
stockholders entitled to vote at the Special Meeting, there were shares
of Common Stock outstanding. Each stockholder of record on March 22, 2000 is
entitled to one vote for each share of Common Stock held by such stockholder on
March 22, 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
The Company's bylaws provide that the holders of a majority of the
Company's Common Stock issued and outstanding and entitled to vote at the
Special Meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business at the Special 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: Approval of the adoption of the amendment to the Company's
Amended and Restated Certificate of Incorporation requires the affirmative vote
of a majority of the Company's Common Stock issued and outstanding and entitled
to vote at the Special Meeting. Abstentions and broker non-votes are not
affirmative votes and, therefore, will have the same effect as votes against the
proposal.
PROPOSAL 2: Approval of the adoption of the amendment to the Company's 1999
Equity Incentive Plan requires the affirmative vote of a majority of those
shares present in person or represented by proxy, and entitled to vote at the
Annual Meeting. Abstentions are not affirmative votes and, therefore, will have
the same effect as votes against the proposal. Broker non-votes will not be
treated as entitled to vote on the matter and thus, will not affect the outcome
of the voting on the proposal.
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PROXIES
Whether or not you are able to attend the Company's Special Meeting, you
are urged to complete and return the enclosed proxy, which is solicited by the
Company's Board of Directors and which will be voted as you direct on your 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 Special Meeting.
You may also revoke or change your proxy at any time before the Special Meeting.
To do this, send a written notice of revocation or another signed proxy with a
later date to the Secretary of the Company at the Company's principal executive
offices before the beginning of the Special Meeting. You may also automatically
revoke your proxy by attending the Special Meeting and voting in person. All
shares represented by a valid proxy received prior to the Special Meeting will
be voted.
SOLICITATION OF PROXIES
The Company 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.
The Company 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 the Company. No
additional compensation will be paid to these individuals for any such services.
Except as described above, the Company does not presently intend to solicit
proxies other than by mail.
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PROPOSAL NO. 1
AMENDMENT TO THE
COMPANY'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
The Board of Directors has determined that it is in the best interests of
the Company and its stockholders to amend the Company's Amended and Restated
Certificate of Incorporation to increase the number of authorized shares of
Common Stock of the Company from 125,000,000 to 500,000,000 shares. Accordingly,
the Board of Directors has unanimously approved the proposed Certificate of
Amendment to the Amended and Restated Certificate of Incorporation of the
Company, in the form attached hereto as Exhibit A (the "Certificate of
Amendment"), and hereby solicits the approval of the Company's stockholders of
the Certificate of Amendment. If the stockholders approve the Certificate of
Amendment, the Board of Directors currently intends to file the Certificate of
Amendment with the Secretary of State of the State of Delaware as soon as
practicable following such stockholder approval. If the Certificate of Amendment
is not approved by the stockholders, the existing Amended and Restated
Certificate of Incorporation will continue in effect.
The Board of Directors believes that it is in the best interests of the
Company and its stockholders to increase the number of authorized but unissued
shares of Common Stock in order to have additional shares available to meet the
Company's future business needs as they arise. Among other things, the increase
will make available shares for future activities that are consistent with the
Company's growth strategy, such as acquiring or investing in complementary
businesses or products. Furthermore, the increase will make available shares for
other bona fide purposes, including, without limitation, financings,
establishing strategic relationships with corporate partners, providing equity
incentives to employees, officers or directors, or effecting stock splits or
dividends. The Company has no current plans to issue any of the additional
authorized shares of Common Stock.
POSSIBLE EFFECTS OF THE PROPOSED AMENDMENT TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
If the stockholders approve the proposed Certificate of Amendment, the
Board of Directors may cause the issuance of additional shares of Common Stock
without further vote of the stockholders of the Company, except as provided
under Delaware corporate law or under the rules of any securities exchange on
which shares of Common Stock of the Company are then listed. Current holders of
Common Stock have no preemptive or similar rights, which means that current
stockholders do not have a prior right to purchase any new issue of Common Stock
of the Company in order to maintain their relative ownership thereof. The
issuance of additional shares of Common Stock would decrease the proportionate
equity interest of the Company's current stockholders and, depending upon the
price paid for such additional shares, could result in dilution to the Company's
current stockholders.
The proposed Certificate of Amendment could, under certain circumstances,
have an anti-takeover effect, although this is not the intention of the Company.
For example, the substantial increase in the number of authorized shares of
Common Stock could help the Company's management frustrate efforts of
stockholders seeking to remove management and could have the effect of limiting
stockholder participation in transactions such as mergers or tender offers,
regardless of whether those transactions are favored by incumbent management. In
addition, if the Certificate of Amendment is approved, the Board of Directors
will have the ability to issue shares privately in transactions that could
frustrate proposed mergers, tender offers or other transactions, even if those
transactions are at substantial market premiums and are favored by a majority of
the independent stockholders. Such an issuance of shares of Common Stock would
increase the number of outstanding shares, thereby possibly diluting the
interest of a party attempting to obtain control of the Company. Although the
Company has no current plans to issue any of the additional authorized shares of
Common Stock, if the Certificate of Amendment is approved by the stockholders,
more capital stock of the Company will be available for such purposes than is
currently available.
In addition, the Company's Amended and Restated Certificate of
Incorporation provides that the Board of Directors is divided into three classes
of directors, with each class serving a staggered three-year term. This
classification system of electing directors may tend to discourage a third party
from making a tender offer or otherwise attempting to obtain control of the
Company and may maintain the incumbency of the Board of
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Directors, as the classification of the Board of Directors generally increases
the difficulty of replacing a majority of the directors. The Amended and
Restated Certificate of Incorporation also provides that all stockholder actions
must be effected at a duly called meeting and not by a consent in writing.
Further, provisions of the Company's Amended and Restated Certificate of
Incorporation and Bylaws provide that the stockholders may amend the Bylaws or
certain provisions of the Amended and Restated Certificate of Incorporation only
with the affirmative vote of 75% of the Company's capital stock. These
provisions of the Amended and Restated Certificate of Incorporation and Bylaws
could discourage potential acquisition proposals and could delay or prevent a
change in control of the Company. These provisions are intended to enhance the
likelihood of continuity and stability in the composition of the Board of
Directors and in the policies formulated by the Board of Directors and to
discourage certain types of transactions that may involve an actual or
threatened change of control of the Company. These provisions are designed to
reduce the Company's vulnerability to an unsolicited acquisition proposal. The
provisions also are intended to discourage certain tactics that may be used in
proxy fights. However, such provisions could have the effect of discouraging
others from making tender offers for the Company's shares, and, as a
consequence, they also may inhibit fluctuations in the market price of the
Company's shares that could result from actual or rumored takeover attempts.
Such provisions also may have the effect of preventing changes in our
management.
The Company is subject to Section 203 of the Delaware General Corporation
Law ("DGCL Section 203"), which regulates corporate acquisitions. DGCL Section
203 prevents certain Delaware corporations, including those whose securities are
listed for trading on the Nasdaq National Market, from engaging, under certain
circumstances, in a "business combination" with any "interested stockholder" for
three years following the date that such stockholder became an interested
stockholder. For purposes of DGCL Section 203, a "business combination"
includes, among other things, a merger or consolidation involving the Company
and the interested stockholder and the sale of more than ten percent (10%) of
the Company's assets. In general, DGCL Section 203 defines an "interested
stockholder" as any entity or person beneficially owning 15% or more the
outstanding voting stock of the Company and any entity or person affiliated with
or controlling or controlled by such entity or person. A Delaware corporation
may "opt out" of DGCL Section 203 with an express provision in its original
Certificate of Incorporation or an express provision in its Certificate of
Incorporation or Bylaws resulting from amendments approved by the holders of at
least a majority of the corporation's outstanding voting shares. The Company has
not "opted out" of the provisions of DGCL Section 203.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
CERTIFICATE OF AMENDMENT.
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PROPOSAL NO. 2
AMENDMENT TO THE
1999 EQUITY INCENTIVE PLAN
Existing Share Reserve. Our Board of Directors adopted our 1999 Equity
Incentive Plan effective May 13, 1999. Our stockholders also approved this plan.
We originally reserved 2,400,000 shares of our common stock (the "Reserve") for
issuance under the 1999 Equity Incentive Plan. Any shares that were not issued
under our 1997 Stock Plan on the date of our initial public offering also became
available under the 1999 Equity Incentive Plan. On January 1 of each year,
starting with the year 2000, the number of shares in the Reserve automatically
increases. As originally adopted, the increase was equal to 8% of the total
number of shares of common stock that are outstanding at the time of the
increase (but not more than 10,000,000 shares). In general, if options or shares
awarded under the 1999 Equity Incentive Plan or the 1997 Stock Plan are
forfeited, then those options or shares will again become available for issuance
under the 1999 Equity Incentive Plan.
Proposed Increase in the Reserve. We are asking our stockholders to approve
an increase in the number of shares available for issuance under the 1999 Equity
Incentive Plan. Under the proposed amendment to the plan, the basic Reserve
would increase from 2,400,000 shares to 6,400,000 shares of our common stock,
and the number of shares to be added automatically to the Reserve each year
would increase from 8% to 10% of the total shares of common stock that are then
outstanding (but not more than 10,000,000 shares). The additional shares are
needed to accommodate the significant increase in the size of our employee
population as a result of our growth.
Administration. The compensation committee ("Compensation Committee") of
our Board of Directors administers the 1999 Equity Incentive Plan. The
Compensation Committee has the complete discretion to make all decisions
relating to the interpretation and operation of the 1999 Equity Incentive Plan.
The Compensation Committee has the discretion to determine who will receive an
award, what type of award it will be, how many shares will be covered by the
award, what the vesting requirements will be, if any, and what the other
features and conditions of each award will be. The Compensation Committee may
also reprice outstanding options and modify outstanding awards in other ways. In
addition, the Board of Directors has appointed a stock plans committee (the
"Stock Plans Committee"). This committee currently consists of Robert Howe, the
Company's President and Chief Executive Officer. The Stock Plans Committee may
make awards under the 1999 Equity Incentive Plan and may determine all terms and
conditions of these awards, but the Stock Plans Committee may not make awards to
members of the Board of Directors or to our executive officers, and it may not
make awards in excess of 200,000 shares per person per year.
Eligibility. The following groups of individuals are eligible to
participate in the 1999 Equity Incentive Plan:
- Employees;
- Members of our Board of Directors who are not employees; and
- Consultants.
Types of Awards. The 1999 Equity Incentive Plan provides for the following
types of award:
- Options to purchase shares of our common stock;
- Stock appreciation rights;
- Restricted shares of our common stock; and
- Stock units, sometimes called phantom shares.
Options and Stock Appreciation Rights. Options may be incentive stock
options or nonstatutory stock options. An optionee who exercises an incentive
stock option may qualify for favorable tax treatment under Section 422 of the
Internal Revenue Code of 1986. On the other hand, nonstatutory stock options do
not qualify for such favorable tax treatment. The exercise price for all
incentive stock options and stock
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appreciation rights granted under the 1999 Equity Incentive Plan may not be less
than 100% of the fair market value of our common stock on the option grant date.
The exercise price of nonstatutory stock options may be as low as the par value
of the underlying shares of our common stock. Optionees may pay the exercise
price by using:
- Cash;
- Shares of common stock that the optionee already owns;
- A full-recourse promissory note, except that the par value of newly
issued shares must be paid in cash;
- An immediate sale of the option shares through a broker designated by us;
or
- A loan from a broker designated by us, secured by the option shares.
Options and stock appreciation rights vest at the time or times determined by
the compensation committee. In most cases, our options vest over the four-year
period following the date of grant. Options and stock appreciation rights
generally expire 10 years after they are granted, except that they generally
expire earlier if the optionee's service terminates earlier. The 1999 Equity
Incentive Plan provides that no participant may receive options covering more
than 2,000,000 shares and stock appreciation rights covering more than 2,000,000
shares in the same year, except that a newly hired employee may receive options
covering up to 4,000,000 shares and stock appreciation rights covering up to
4,000,000 shares in the first year of employment.
Restricted Shares. Restricted shares may be awarded under the 1999 Equity
Incentive Plan in return for:
- Cash;
- A full-recourse promissory note, except that the par value of newly
issued shares must be paid in cash;
- Services already provided to us; and
- In the case of treasury shares only, services to be provided to us in the
future.
Restricted shares and stock units vest at the time or times determined by the
compensation committee.
Change in Control. If a change in control of the Company occurs, an option
or other award under the 1999 Equity Incentive Plan will generally become fully
vested, unless the surviving corporation assumes the option or award or replaces
it with a comparable award. In addition, an option or other award will
ordinarily become vested in full -- even if it was assumed or replaced -- if the
participant is discharged within 12 months after the change in control other
than for cause. For this purpose, a participant is also treated as having been
discharged other than for cause if the participant resigns after being asked to
relocate, after suffering a reduction in compensation, or after being demoted. A
change in control includes:
- A merger of the Company after which our own stockholders own 50% or less
of the surviving corporation;
- A sale of all or substantially all of our assets;
- A proxy contest that results in the replacement of more than one-half of
our directors over a 24-month period; or
- An acquisition of 30% or more of our outstanding stock by any person or
group, other than a person related to Scient, such as a holding company
owned by our stockholders.
Automatic Grants to Non-Employee Directors. The non-employee members of our
Board of Directors are eligible for automatic option grants under the 1999
Equity Incentive Plan. Each non-employee director receives options for 5,000
shares of our common stock each calendar quarter. 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 of Directors,
if earlier.
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All share amounts under the 1999 Equity Incentive Plan, including shares
reserved for issuance and the 10,000,000 share limit on automatic increases in
the reserve, are subject to proportionate adjustment upon stock splits, stock
dividends and the like, provided however that the quarterly options for
non-employee directors of 5,000 shares are not subject to adjustment.
Future of the Plan. Our Board of Directors may amend or terminate the 1999
Equity Incentive Plan at any time. If our Board of Directors amends the plan, it
does not need to ask for stockholder approval of the amendment unless applicable
law requires it. The 1999 Equity Incentive Plan will continue in effect
indefinitely, unless the Board of Directors decides to terminate the plan.
New Plan Benefits. Awards under the 1999 Equity Incentive Plan are
discretionary. Therefore, it is not possible to determine the benefits that will
be received in the future by participants in the plan. To date, no grants have
been made under the 1999 Equity Incentive Plan with respect to the additional
4,000,000 shares that are subject to the approval of Proposal No. 2.
Federal Income Tax Consequences of Options. Neither the optionee nor we
incur any federal tax consequences as a result of the grant of an option. The
optionee has no taxable income upon exercising an incentive stock option (except
that the alternative minimum tax may apply), and we receive no deduction when an
incentive stock option is exercised. Upon exercising a nonstatutory stock
option, the optionee generally must recognize ordinary income equal to the
"spread" between the exercise price and the fair market value of our common
stock on the date of exercise; we ordinarily will be entitled to a deduction for
the same amount. In the case of an employee, the option spread when a
nonstatutory stock option is exercised is subject to income tax withholding, but
the optionee generally may elect to satisfy the withholding tax obligation by
having shares of common stock withheld from those purchased under the option.
The tax treatment of a disposition of option shares acquired under the 1999
Equity Incentive Plan depends on how long the shares have been held and on
whether the shares were acquired by exercising an incentive stock option or by
exercising a nonstatutory stock option. We are not entitled to a deduction in
connection with a disposition of option shares, except in the case of a
disposition of shares acquired under an incentive stock option before the
applicable holding periods have been satisfied.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE AMENDMENT
OF THE 1999 EQUITY INCENTIVE PLAN.
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EXECUTIVE COMPENSATION AND RELATED INFORMATION
EXECUTIVE COMPENSATION
The following table sets forth information with respect to compensation for
the fiscal year ended March 31, 1999 earned by our Chief Executive Officer and
our three other executive officers, collectively referred to as the Named
Executive Officers:
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
------------
AWARDS
------------
NUMBER OF
ANNUAL COMPENSATION SECURITIES
-------------------- UNDERLYING ALL OTHER
SALARY BONUS OPTIONS(1) COMPENSATION(2)
--------- -------- ------------ ---------------
Robert M. Howe.................................. $250,000 $ -- -- $52,474
President and Chief Executive Officer
Eric Greenberg.................................. 239,583 33,333 -- --
Chairman of the Board of Directors
Stephen A. Mucchetti(3)......................... 118,429 50,000 1,500,000 58,879
Chief Operating Officer and Executive Vice
President
William H. Kurtz(4)............................. 159,135 50,000 1,100,000 78,967
Chief Financial Officer, Executive Vice
President, Treasurer and Secretary
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(1) Numbers were adjusted to reflect the two-for-one stock split effective
December 1999.
(2) Amount shown for Mr. Howe includes $45,808 in relocation expenses and $6,666
for reimbursement of taxes paid by him. Amount shown for Mr. Mucchetti
includes $42,035 in commuting expenses and $16,844 for reimbursement of
taxes paid by him. Amount shown for Mr. Kurtz includes $77,214 in relocation
expenses and $1,743 for reimbursement of taxes paid by him.
(3) Mr. Mucchetti commenced employment with Scient in October 1998.
(4) Mr. Kurtz commenced employment with Scient in August 1998.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth the stock options we granted during the
fiscal year ended March 31, 1999, to each of the Named Executive Officers. All
numbers in the table have been adjusted to reflect the two-for-one stock split
effected in December 1999 via a stock dividend. Generally, these stock options
are immediately exercisable. We have the right to repurchase all unvested shares
at the original exercise price upon the optionee's cessation of service.
Generally, our repurchase right lapses and the optionee vests in 25% of the
option shares upon completion of 12 months of service from the vesting start
date and vests in the balance in a series of equal monthly installments over the
next three years of service. The option shares will vest upon an acquisition of
Scient by merger or asset sale, unless we transfer our repurchase right with
respect to the unvested option shares to the acquiring entity. Each of the
options has a ten-year term, subject to earlier termination in the event of the
optionee's cessation of service. The percentages in the column entitled "Percent
of Total Options Granted to Employees during the fiscal year ended March 31,
1999" are based on an aggregate of 15,355,700 options granted to employees of
Scient under the 1997 Stock Plan during the fiscal year ended March 31, 1999.
The amounts listed in the following table under the heading "Exercise
Price" were equal to the fair market value of our common stock as determined by
the Board of Directors on the date of grant. The exercise price may be paid in
cash, in shares of our common stock valued at fair market value on the exercise
date or through a cashless exercise procedure involving a same-day sale of the
purchased shares. We may also finance
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the option exercise by loaning the optionee sufficient funds to pay the exercise
price for the purchased shares, together with any federal and state income tax
liability incurred by the optionee in connection with such exercise. The fair
market value of our common stock was estimated by the Board of Directors on the
basis of the purchase price paid by investors for shares of our preferred stock,
taking into account the liquidation preferences and other rights, privileges and
preferences associated with the preferred stock and an evaluation by the Board
of Directors of our revenues, operating history and prospects.
We calculated the amounts listed in the following table under the heading
"Potential Realizable Value at Assumed Annual Rates of Stock Price Appreciation
for Option Term" based on the ten-year term of the option at the time of grant.
For purposes of these columns, we assumed stock price appreciation of 5% and 10%
pursuant to rules promulgated by the Securities and Exchange Commission. These
rates of appreciation do not represent our prediction of our stock price
performance. We calculated the potential realizable values at 5% and 10%
appreciation by assuming that the estimated fair market value on the date of
grant appreciates at the indicated rate for the entire term of the option and
that the option is exercised at the exercise price and sold on the last day of
its term at the appreciated price. Information on how we determined the fair
market value of our common stock is disclosed in the preceding paragraph. The
current market price is higher than the estimated fair market value on the date
of grant. Therefore, the potential realizable value of the option grants would
be significantly higher than the numbers shown in this column if future stock
prices were projected to the end of the option term by applying the same annual
rates of stock price appreciation to the current market price.
INDIVIDUAL GRANTS
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PERCENT OF TOTAL POTENTIAL REALIZABLE
OPTIONS GRANTED VALUE AT ASSUMED
NUMBER OF TO EMPLOYEES ANNUAL RATES OF
SECURITIES DURING STOCK PRICE APPRECIATION
UNDERLYING THE FISCAL YEAR EXERCISE FOR OPTION TERM
OPTIONS ENDED PRICE EXPIRATION ------------------------
NAME GRANTED MARCH 31, 1999 ($/SHARE) DATE 5% 10%
---- ---------- ---------------- --------- ---------- ---------- -----------
Robert M. Howe............. -- --% $ -- -- $ -- $ --
Eric Greenberg............. -- -- -- -- -- --
Stephen A. Mucchetti(1).... 1,000,000 6.5 .80 10/12/08 6,841,357 10,893,718
200,000 1.3 .80 11/10/08 1,368,271 2,178,744
300,000 2.0 .80 12/22/08 2,052,407 3,268,115
William H. Kurtz(2)........ 1,000,000 6.5 .325 8/12/08 7,615,082 12,125,746
100,000 .7 .80 1/28/09 684,136 1,089,372
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(1) For the options granted on October 12, 1998, Mr. Mucchetti was immediately
vested in 20% of these option shares, and he will vest in an additional 20%
of these option shares upon completion of his first 12 months of service
from the vesting start date. After that, he will vest in the balance in a
series of equal monthly installments over his next three years of service.
For the options granted on November 10, 1998, Mr. Mucchetti will become
fully vested after 60 months of continuous service to Scient. For the
options granted on December 22, 1998, Mr. Mucchetti will vest after 48
months of continuous service to Scient. If we discharge him without cause or
if he resigns because we reduce his salary, Mr. Mucchetti will receive an
additional 12 months of service credit. If Scient is acquired but Mr.
Mucchetti's remaining options shares doe not vest in full, Mr. Mucchetti
will receive an additional 12 months of service credit if he is discharged
or if he resigns because his salary is reduced or he is not designated as
the Chief Operating Officer, or a higher position, of the surviving company.
(2) If Scient is acquired but Mr. Kurtz's option shares do not vest in full, Mr.
Kurtz receives an additional 12 months of service credit if he is discharged
or if he resigns because his salary is reduced or he is not designated as
the Chief Financial Officer of the surviving company.
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AGGREGATED OPTION EXERCISES IN THE FISCAL YEAR ENDED MARCH 31, 1999 AND OPTION
VALUES AT MARCH 31, 1999
The following table sets forth for each of the Named Executive Officers
options exercised during the fiscal year ended March 31, 1999, and the number
and value of securities underlying unexercised options that were held by the
Named Executive Officers at March 31, 1999. All numbers in the table have been
adjusted to reflect the two-for-one stock split that took effect in December of
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. Generally, these stock options are
immediately exercisable. We have the right to repurchase all unvested option
shares at the original exercise price upon the optionee's cessation of service.
The heading "Vested" refers to shares no longer subject to our right of
repurchase; the heading "Unvested" refers to shares subject to our right of
repurchase as of March 31, 1999. The numbers in the column entitled "Value of
Unexercised In-the-Money Options at March 31, 1999" are based on the fair market
value of our common stock at March 31, 1999 as determined by our Board of
Directors, $5.00, less the exercise price payable for such shares. The fair
market value of our common stock at March 31, 1999 was estimated by the Board of
Directors on the basis of the purchase price paid by investors for shares of our
preferred stock (taking into account the liquidation preferences and other
rights, privileges and preferences associated with the preferred stock) and an
evaluation by the Board of Directors of our revenues, operating history and
prospects. The current market price is higher than the estimated fair market
value at March 31, 1999. Consequently, the value of unexercised options would be
higher than the numbers shown in the table if the values were calculated by
subtracting the option's exercise price from the current market price.
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED VALUE OF UNEXERCISED
NUMBER OF OPTIONS IN-THE-MONEY OPTIONS AT
SHARES AT MARCH 31, 1999 MARCH 31, 1999
ACQUIRED ON VALUE ----------------- -----------------------
EXERCISE REALIZED VESTED UNVESTED VESTED UNVESTED
----------- -------- ------ -------- --------- -----------
Robert M. Howe..................... -- $ -- -- -- $ -- $ --
Eric Greenberg..................... -- -- -- -- -- --
Stephen A. Mucchetti............... 1,000,000 -- 25,000 475,000 105,000 1,995,000
William H. Kurtz................... 850,000 213,750 -- 250,000 -- 1,121,250
EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL ARRANGEMENTS
We have entered into an employment agreement, dated December 10, 1997, with
Eric Greenberg, our Chairman, which provides for annual base salary of $200,000,
annual bonus at the discretion of our Board of Directors and participating 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 provides
that we will 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 terminate Mr.
Greenberg without his consent for any reason other than for cause or permanent
disability. In addition, we have the right to repurchase Mr. Greenberg's shares,
which 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.
We have entered into an employment agreement, dated February 9, 1998 with
Robert Howe, our President and Chief Financial Officer, which provides for
annual base salary of $250,000, 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 or 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.
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We have entered into an employment agreement, dated September 14, 1998,
with Stephen A. Mucchetti, our Chief Operating Officer, which provides for
annual base salary of $250,000, 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 was subject to our right or 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.
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.
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. See "Proposal No. 2 -- Amendment to the 1999 Equity
Incentive Plan -- Automatic Grants to Non-Employee Directors."
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 April
1998, when we appointed Morton H. Meyerson to our Board of Directors, we granted
him an option to purchase 480,000 shares of our common stock at an exercise
price of $.13 per share, subject to our repurchase right. In connection with is
resignation from our Board of Directors on March 13, 1999, we repurchased
285,000 shares of unvested common stock from Mr. Meyerson for $.13 per share,
his original exercise price. 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 price
$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.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None of the members of our compensation committee is currently or has been
at any time since the formation of Scient, an officer or employee of Scient. No
member of our compensation committee serves as a member of the Board of
Directors or compensation committee of an entity that has one or more executive
officers serving as a member of our Board of Directors or compensation
committee.
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INFORMATION REGARDING BENEFICIAL OWNERSHIP OF
PRINCIPAL STOCKHOLDERS, DIRECTORS, AND MANAGEMENT
The following table sets forth, as of November 30, 1999, 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; (3) each of our directors; (4)
all current directors and executive officers as a group; and (5) all other
selling stockholders. The number of shares shown as beneficially owned by each
stockholder is adjusted to reflect the public offering we completed in January
2000. 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. In general, options to purchase our capital stock are exercisable in
full, with the underlying shares subject to repurchase rights that lapse as the
shares vest. 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 70,586,582 shares of common stock outstanding as
of November 30, 1999, and 72,436,582 shares of common stock outstanding after
the completion of our public offering in January 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.
SHARES BENEFICIALLY OWNED
5% STOCKHOLDERS, NAMED OFFICERS, DIRECTORS -------------------------
AND DIRECTORS AND OFFICERS AS A GROUP NUMBER PERCENT
------------------------------------------ ----------- --------
Eric Greenberg.............................................. 11,389,064 15.7%
Entities Associated with Benchmark Capital(1)............... 10,523,466 14.5
David M. Beirne(2).......................................... 10,533,466 14.5
Entities Associated with Sequoia Capital(3)................. 10,253,902 14.2
Douglas Leone(4)............................................ 10,305,882 14.2
Robert M. Howe(5)........................................... 6,674,000 9.2
Stephen A. Mucchetti(6)..................................... 1,175,000 1.6
William H. Kurtz(7)......................................... 1,009,264 1.4
Frederick W. Gluck(8)....................................... 979,004 1.4
Morgan Stanley Dean Witter Equity Funding, Inc.............. 677,400 *
Kenichi Ohmae(9)............................................ 5,000 *
All directors and executive officers as a group (8
persons)(10).............................................. 42,070,680 57.7
- ---------------
* Represents beneficial ownership of less than 1% of the outstanding shares
of Common Stock.
(1) Benchmark Capital Partners II, L.P. holds 10,523,466 shares as nominee for
Benchmark Capital Partners II, L.P., Benchmark Founders' Fund II, L.P.,
Benchmark Founders' Fund II-A, L.P., and Benchmark Members' Fund, L.P. Mr.
Beirne, a director of the Company, is a Managing Member of the general
partner of Benchmark Capital Partners II, L.P. Mr. Beirne disclaims
beneficial ownership of the shares held by Benchmark Capital Partners II,
L.P. 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.
(2) Benchmark Capital Partners II, L.P. holds 10,523,466 shares as nominee for
Benchmark Capital Partners II, L.P., Benchmark Founders' Fund II, L.P.,
Benchmark Founders' Fund II-A, L.P., and Benchmark Members' Fund, L.P. Mr.
Beirne, a director of the Company, is a Managing Member of the general
partner of Benchmark Capital Partners II, L.P. Mr. Beirne disclaims
beneficial ownership of the
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shares held by Benchmark Capital Partners II, L.P. except to the extent of
his pecuniary interest therein. Includes options immediately exercisable
for 10,000 shares. The address for Mr. Beirne is 2480 Sand Hill Road, Suite
200, Menlo Park, CA 94025.
(3) Includes 8,164,970 shares held by Sequoia Capital VII, 356,940 held by
Sequoia Technology Partners VII, 184,022 shares held by SQP 1997, 103,512
shares held by Sequoia 1997, 142,798 shares held by Sequoia International
Partners and 1,301,660 shares held by Sequoia Capital Franchise Fund. Mr.
Leone, a director of the Company, 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 and Sequoia Capital Franchise Fund. Mr. Leone
disclaims beneficial ownership of the shares held by Sequoia Capital VII,
Sequoia Technology Partners VII, SQP 1997, Sequoia 1997, Sequoia
International Partners and Sequoia Capital Franchise Fund, 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.
(4) Includes 8,164,970 shares held by Sequoia Capital VII, 356,940 held by
Sequoia Technology Partners VII, 184,022 shares held by SQP 1997, 103,512
shares held by Sequoia 1997, 142,798 shares held by Sequoia International
Partners and 1,301,660 shares held by Sequoia Capital Franchise Fund. Mr.
Leone, a director of the Company, 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 and Sequoia Capital Franchise Fund. Mr. Leone
disclaims beneficial ownership of the shares held by Sequoia Capital VII,
Sequoia Technology Partners VII, SQP 1997, Sequoia 1997, Sequoia
International Partners and Sequoia Capital Franchise Fund, except to the
extent of his pecuniary interest therein. Includes options immediately
exercisable for 10,000 shares. The address for Mr. Leone is 3000 Sand Hill
Road, Building 4, Suite 280, Menlo Park, CA 94025.
(5) Includes 4,800,000 shares held by Robert M. Howe and Althea M. Howe as
Joint Tenants with Right of Survivorship. Includes 300,000 shares which are
subject to a stock repurchase agreement that allows the Company to
repurchase up to all of the such shares in the event that Stephen A.
Mucchetti, the Company's Chief Operating Officer, vests in a December 22,
1998 300,000 share option grant by the Company. Mr. Mucchetti will vest in
such options if he remains employed by the Company through December 22,
2002.
(6) Includes 1,000,000 shares held by Stephen A. Mucchetti and Rebecca S.
Mucchetti as Joint Tenants with Right of Survivorship and options
immediately exercisable for 250,000 shares.
(7) Includes 790,464 shares held by William H. Kurtz and Kathy H. Kurtz as
Joint Tenants with Right of Survivorship and options immediately
exercisable for 250,000 shares.
(8) Includes 219,992 shares held by the Gluck 1997 Irrevocable Trust and
options immediately exercisable for 10,000 shares.
(9) Consists entirely of immediately exercisable options.
(10) Includes options immediately exercisable for 535,000 shares.
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OTHER MATTERS
The Board of Directors knows of no other matters to be presented for
stockholder action at the Special Meeting. However, if other matters do properly
come before the Special 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,
William H. Kurtz
Secretary
San Francisco, California
March 30, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL 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
SPECIAL MEETING. IF YOU DECIDE TO ATTEND THE SPECIAL 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 SPECIAL MEETING.
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EXHIBIT A
CERTIFICATE OF AMENDMENT OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
SCIENT CORPORATION
Scient Corporation, a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"),
DOES HEREBY CERTIFY:
FIRST: That the Board of Directors duly adopted a resolution proposing to
amend the Amended and Restated Certificate of Incorporation of this Corporation,
declaring said amendment to be advisable and in the best interests of this
corporation and its stockholders, and authorizing the appropriate officers of
this corporation to solicit the consent of the stockholders therefor, which
resolution setting forth the proposed amendment is as follows:
"RESOLVED, that the Amended and Restated Certificate of Incorporation
of this Corporation be amended by replacing the first paragraph of Article
IV thereof so that such paragraph shall be and read as follows:
"The Corporation is authorized to issue two classes of stock to be
designated common stock ("Common Stock") and preferred stock ("Preferred
Stock"). The number of shares of Common Stock authorized to be issued is
Five Hundred Million (500,000,000), par value $.0001 per share, and the
number of shares of Preferred Stock authorized to be issued is Ten
Million (10,000,000), par value $.0001 per share."
SECOND: That thereafter said amendment was duly adopted in accordance with
the provisions of Section 242 of the General Corporation Law by obtaining a
majority vote of the Common Stock in favor of said amendment in the manner set
forth in Section 222 of the General Corporation Law.
IN WITNESS WHEREOF, this Certificate of Amendment of the Amended and
Restated Certificate of Incorporation has been signed by the President and the
Secretary of the Corporation this day of April, 2000.
SCIENT CORPORATION
By:
------------------------------------
Robert M. Howe
Chief Executive Officer
ATTEST:
By:
--------------------------------------------------------
William H. Kurtz
Secretary
A-1
18
PROXY PROXY
SCIENT CORPORATION
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 SPECIAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 13, 2000
The undersigned holder of Common Stock, par value $.0001, of Scient
Corporation (the "Company") hereby appoints Robert M. Howe and William H. Kurtz,
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 the Company that the undersigned stockholder would be entitled to vote
if personally present at the Special Meeting of Stockholders (the "Special
Meeting") to be held on Thursday, April 13 2000 at 8:00 a.m., Pacific Time, at
the Company's headquarters located at One Front Street, 28th floor, San
Francisco, CA 94111 and at any adjournments or postponements of the Special
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 the Company either a written revocation of the
proxy or a duly executed proxy bearing a later date, or by appearing at the
Special 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)
(REVERSE)
SCIENT CORPORATION
1. To approve the amendment to the Company's FOR AGAINST ABSTAIN
Certificate of Incorporation as set forth in [ ] [ ] [ ]
the accompanying Proxy Statement
2. To approve the amendment to the Company's 1999 FOR AGAINST ABSTAIN
Equity Incentive Plan as set forth in the [ ] [ ] [ ]
accompanying Proxy Statement
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Special Meeting.
The undersigned acknowledges receipt of the accompanying Notice of Special
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.