8-K 1 e8-k.txt SAPIENT CORPORATION 1 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 Date of Report (Date of Earliest Event Reported): August 9, 2000 Sapient Corporation ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 0-28074 04-3130648 ---------------------------- ------------ ------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) One Memorial Drive 02142 Cambridge, MA ---------- --------------------------------------- (Zip Code) (Address of Principal Executive Offices) Registrant's Telephone Number, Including Area Code: (617) 621-0200 Not Applicable ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5. OTHER EVENTS. On August 9, 2000, Sapient Corporation issued a press release (which is attached hereto as Exhibit 99) announcing that it had signed an Agreement and Plan of Merger with Human Code, Inc. and Houston Acquisition Corp. pursuant to which all outstanding shares of capital stock of Human Code, Inc. will be exchanged for shares of common stock of Sapient Corporation and Human Code, Inc. will become a subsidiary of Sapient Corporation. -2- 3 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED Not applicable. (b) PRO FORMA FINANCIAL INFORMATION Not applicable. (c) EXHIBITS See Exhibit Index attached hereto. -3- 4 SIGNATURE 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: August 16, 2000 SAPIENT CORPORATION ------------------- (Registrant) By: /s/ Edward G. Goldfinger ----------------------------- Edward G. Goldfinger Chief Financial Officer -4- 5 EXHIBIT INDEX Exhibit Number Description ------- ----------- 2 Agreement and Plan of Merger, dated August 9, 2000, by and among Sapient Corporation, Houston Acquisition Corp. and Human Code, Inc. 99 Press release. -5-