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As filed with the Securities and Exchange Commission on May 21, 2001
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)
DELAWARE 94-3288107
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
THE LANDMARK @ ONE MARKET
ONE MARKET STREET, 5TH FLOOR
SAN FRANCISCO, CA 94105
(Address of principal executive offices) (Zip Code)
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SCIENT 401(K) PLAN
SCIENT CORPORATION 2000 STOCK PLAN
SCIENT CORPORATION 1999 EQUITY INCENTIVE PLAN
SCIENT CORPORATION 1999 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLANS)
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WILLIAM H. KURTZ
CHIEF FINANCIAL OFFICER AND EXECUTIVE VICE PRESIDENT
SCIENT CORPORATION
THE LANDMARK @ ONE MARKET
ONE MARKET STREET, 5TH FLOOR
SAN FRANCISCO, CA 94105
(Name and address of agent for service)
(415) 498-3100
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum
Securities Amount Offering Aggregate
to be to be Price Offering Amount of
Registered Registered (2) per Share (3) Price (3) Registration Fee
- ------------------------------------- ------------------ ----------------- ----------------- ----------------
Scient 401(k) Plan (1)
Common Stock (par value $0.0001) 1,144,482 Shares $1.29 $1,476,382 $ 369.10
2000 Stock Plan
Options 6,708,383 Shares N/A N/A N/A
Common Stock (par value $0.0001) 6,708,383 Shares $1.29 $8,653,814 $2,163.45
1999 Equity Incentive Plan
Options 7,416,765 Shares N/A N/A N/A
Common Stock (par value $0.0001) 7,416,765 Shares $1.29 $9,567,627 $2,391.91
1999 Employee Stock Purchase Plan
Common Stock (par value $0.0001) 334,219 Shares $1.29 $ 431,143 $ 107.79
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Scient 401(k) Plan described herein.
(2) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Scient 401(k) Plan because 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.
(3) Calculated only for purposes of this offering under Rule 457(h) under 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 as reported
on the Nasdaq National Market on May 17, 2001.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents of Scient Corporation ("Scient") filed with the
Securities and Exchange Commission (the "SEC") are hereby incorporated by
reference:
(a) (1) Scient's Annual Report on Form 10-K for the fiscal year ended
March 31, 2000.
(2) Scient 401(k) Plan Annual Report on Form 11-K for the fiscal year
ended December 31, 1999.
(b) (1) Scient's Current Report on Form 8-K filed with the SEC on
July 20, 2000.
(2) Scient's Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 2000.
(3) Scient's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2000.
(4) Scient's Quarterly Report on Form 10-Q for the fiscal quarter ended
December 31, 2000.
(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, as amended on Form 8-A/A filed with the SEC on July 20, 2000,
under Section 12 of the 1934 Act, including any amendment or report filed to
update the description.
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.
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 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.
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Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit Number Exhibit
- -------------- -------
4 Instrument Defining Rights of Stockholders. Reference is made to Scient's Registration Statement No.
0-25893 on Form 8-A, , as amended on Form 8-A/A filed with the SEC on July 20, 2000, which is
incorporated herein by reference under Item 3(c) of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP.
23.1 Consent of PricewaterhouseCoopers LLP, 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.
99 Internal Revenue Service Determination Letter dated April 16, 1997.
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
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 under 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 401(k) Plan, 2000 Stock
Plan or 1999 Equity Incentive 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.
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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
Pursuant to the requirements of the Securities Act of 1933, as
amended, Scient certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Francisco, State of California on this 17th
day of May, 2001.
SCIENT CORPORATION
By: /s/ Robert M. Howe
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Robert M. Howe
Chief Executive Officer and Chairman
Pursuant to the requirements of the Securities Act of 1933, as
amended, the trustees have duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of San
Francisco, State of California on this 17th day of May, 2001.
SCIENT 401(K) PLAN
By: /s/ Robert M. Howe
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Robert M. Howe, Trustee
POWER OF ATTORNEY
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.
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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.
Signature Title Date
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/s/ Robert M. Howe Chief Executive Officer and Chairman May 17, 2001
- ------------------ (Principal Executive Officer)
Robert M. Howe
/s/ William H. Kurtz Chief Financial Officer and Executive May 17, 2001
- -------------------- Vice President (Principal Financial
William H. Kurtz and Accounting Officer)
/s/ Stephen A. Mucchetti Director, President and Chief Operating May 17, 2001
- ------------------------ Officer
Stephen A. Mucchetti
/s/ David M. Beirne Director May 17, 2001
- -------------------
David M. Beirne
/s/ Frederick W. Gluck Director May 17, 2001
- ----------------------
Frederick W. Gluck
/s/ Douglas Leone Director May 17, 2001
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Douglas Leone
/s/ Eric Greenberg Director May 17, 2001
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Eric Greenberg
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EXHIBIT INDEX
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, , as amended on Form 8-A/A filed with the SEC on July 20, 2000. which is
incorporated herein by reference under Item 3(c) of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP.
23.1 Consent of PricewaterhouseCoopers LLP, Independent Accountants.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP is contained in Exhibit 5.
25 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99 Internal Revenue Service Determination Letter dated April 16, 1997.