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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
JULY 20, 2000
Date of Report
(Earliest Reported
Event is July 18, 2000)
SCIENT CORPORATION
(Exact name of registrant as specified in its charter)
COMMISSION FILE NO. 000-25893
DELAWARE 94-3288107
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or jurisdiction)
ONE FRONT STREET, 28TH FLOOR
SAN FRANCISCO, CALIFORNIA 94111
(Address of principal (Zip Code)
executive offices)
(415) 733-8200
Registrant's telephone number, including area code:
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(Former names or former address, if changed since last report)
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Item 5. On July 20, 2000, Scient Corporation issued the following press release:
PRESS RELEASE
Investor Relations: Media Relations:
Jeb Miller Meredith McGann
415/591-3907 415/733-8849
JMILLER@SCIENT.COM MMCGANN@SCIENT.COM
Byers Watt
415/591-2554
bwatt@scient.com
SCIENT ANNOUNCES ADOPTION OF SHAREHOLDER RIGHTS PLAN
SAN FRANCISCO, July 20, 2000 -- Scient (NASDAQ: SCNT), The eBusiness
Systems Innovator (TM), announced that the Board of Directors of Scient
Corporation approved the declaration of a dividend distribution of one
Preferred Share Purchase Right (a "Right") on each outstanding share of its
Common Stock. The Rights become exercisable if a person or group hereafter
acquires 15% or more of the Common Stock of the Company or announces a tender
offer for 15% or more of the Common Stock. The Board of Directors will be
entitled to redeem the Rights at one cent per Right at any time before any such
person hereafter acquires 15% or more of the outstanding Common Stock.
The Rights are not being distributed in response to any specific effort
to acquire the Company. The Rights are designed to assure that all shareholders
of the Company receive fair and equal treatment in the event of any proposed
takeover of the Company and to guard against partial tender offers, open market
accumulations and other tactics designed to gain control of the Company without
paying all shareholders a fair price.
If a person hereafter acquires 15% or more of the outstanding Common
Stock of the Company (the "Acquiring Person"), each Right will entitle its
holder to purchase, at an initial exercise price of $450.00, a number of shares
of Common Stock having a market value at that time of twice the Right's exercise
price. Rights held by the Acquiring Person will become void. If the Company is
acquired in a merger or other business combination transaction after a person
acquires 15% or more of the Company's Common Stock,
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each Right will entitle its holder to purchase, at the Right's then-current
exercise price, a number of the acquiring company's common shares having a
market value at that time of twice the Right's exercise price.
The dividend distribution will be payable on August 31, 2000 to
shareholders of record on July 31, 2000. The Rights will expire in ten years.
The Rights distribution is not taxable to shareholders.
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995 The statements contained in this press release that are not purely
historical are forward-looking statements within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended, including statements regarding
the Company's expectations, beliefs, hopes, intentions or strategies regarding
the future. All forward-looking statements included in this press release are
based upon information available to the Company as of the date hereof and the
Company assumes no obligation to update any such forward- looking statement.
Actual results could differ materially from the Company's current expectations.
Factors that could cause or contribute to such differences include but are not
limited to future amendments to or redemption of the Rights and the Company's
ability to ensure that shareholders receive fair and equitable treatment in the
event of a proposed takeover, tender offer or similar tactic. These factors
should not be considered inclusive of all risk factors. In evaluating this
information, you should specifically review and consider the risks outlined in
our annual report on Form 10K for the fiscal year ended March 31, 2000 on file
with the Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 20, 2000 Scient Corporation
By: /s/ William H. Kurtz
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Name: William H. Kurtz
Title: Executive Vice President
& Chief Financial Officer