-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AP9VPVUkuyZB7Q6ApfwGhCeW/lpNRk48beueCYz3WLMkc9iJ17TG2oyQQfsk916/ FS2j2NSvE/h/soJJf20hNA== 0000891618-96-001188.txt : 19960712 0000891618-96-001188.hdr.sgml : 19960712 ACCESSION NUMBER: 0000891618-96-001188 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960711 EFFECTIVENESS DATE: 19960730 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIEBEL SYSTEMS INC CENTRAL INDEX KEY: 0001006835 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943187233 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-07983 FILM NUMBER: 96593659 BUSINESS ADDRESS: STREET 1: 4005 BOHANNON DR CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 4153296500 MAIL ADDRESS: STREET 1: 4005 BOHANNON DR CITY: MENLO PARK STATE: CA ZIP: 94025 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on July 11, 1996, Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------- SIEBEL SYSTEMS, INC. (Exact name of registrant as specified in its charter) Delaware 94-3187233 State of Incorporation I.R.S. Employer Identification No. ----------------------- 4005 Bohannon Drive Menlo Park, California 94025 (415) 329-6500 (Address and telephone number of principal executive offices) ----------------------- 1996 Equity Incentive Plan Employee Stock Purchase Plan (Full title of the plans) Thomas M. Siebel Chairman, Chief Executive Officer and President 4005 Bohannon Drive Menlo Park, California 94025 (415) 329-6500 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------------------- Copies to: Eric C. Jensen, Esq. Cooley Godward Castro Huddleson & Tatum 3000 Sand Hill Road, Bldg. 3, Suite 230 Menlo Park, California 94025 (415) 843-5000 ----------------------- 2 CALCULATION OF REGISTRATION FEE ================================================================================================
================================================================================================ PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE - ------------------------------------------------------------------------------------------------ Stock Options and Common Stock (par value $.001) 5,483,790 $4.21 & $28.375 $49,205,254.50 $16,968.00 ================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h). The price per share and aggregate offering price are based upon the average of the high and low prices of Registrant's Common Stock on July 8, 1996 as reported on the Nasdaq National Market. ================================================================================ The chart below details the calculations of the registration fee.
=================================================================================== NUMBER OF OFFERING PRICE AGGREGATE SECURITIES SHARES PER SHARE OFFERING PRICE - ----------------------------------------------------------------------------------- Shares issuable pursuant to outstanding options under the 1996 Equity Incentive Plan 4,402,950 $4.21 $18,536,419.50 - ----------------------------------------------------------------------------------- Shares available for additional grants under the 1996 Equity Incentive Plan 730,840 $28.375 $20,737,585 - ----------------------------------------------------------------------------------- Shares issuable pursuant to the Employee Stock Purchase Plan 350,000 $28.375 $ 9,931,250 - ----------------------------------------------------------------------------------- Proposed Maximum Offering Price $49,205,254.50 - ----------------------------------------------------------------------------------- x .000344827 - ----------------------------------------------------------------------------------- Registration Fee $16,968.00 ===================================================================================
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. 3 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by Siebel Systems, Inc. (the "Registrant") with the Securities and Exchange Commission (the "Commission") are incorporated by reference into this Registration Statement: (a) The Registrant's latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"), that contains audited financial statements for the Registrant's latest fiscal year for which such statements have been filed. (b) All other reports filed pursuant to Sections 13(a) or 15(d) of Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end of the fiscal year covered by the annual reports, the prospectus or the registration statement referred to in (a) above. (c) The description of the Registrant's Common Stock ("Common Stock") which is contained in the Registration Statement Form 8-A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment, which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. DESCRIPTION OF SECURITIES Not Applicable. INTERESTS OF NAMED EXPERTS AND COUNSEL As of July 10, 1996, attorneys affiliated with Cooley Godward Castro Huddleson & Tatum ("Cooley Godward") beneficially owned through an investment partnership an aggregate of 28,000 shares of Common Stock and James C. Gaither, a director of the Company and a partner of Cooley Godward, owned 88,000 shares of Common Stock and has an option to purchase 22,000 shares of Common Stock. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Registrant's Bylaws provide that the Registrant will indemnify its directors and executive officers and may indemnify its other officers, employees and other agents to the fullest extent permitted by Delaware law. The Registrant is also empowered under its Bylaws to enter into indemnification contracts with its directors and officers and to purchase insurance on behalf of any person it is required or permitted to indemnify. Pursuant to this provision, the Registrant has entered into indemnity agreements with each of its directors and executive officers. In addition, the Registrant's Certificate of Incorporation provides that, to the fullest extent permitted by Delaware law, the Registrant's directors will not be liable for monetary damages for breach of the directors' fiduciary duty of care to the Registrant and its stockholders. This provision in the Certificate of Incorporation does not eliminate the duty of care, and, in appropriate circumstances, equitable remedies such as an injunction or other forms of non-monetary relief would remain available under Delaware law. Each director will continue to be subject to liability for breach of director's duty of loyalty to the Registrant, for acts or omissions not in good faith or involving intentional misconduct, for knowing violation of the law, for any transaction from which the director derived an improper personal benefit, for improper transactions between the director and the Registrant, and for improper distribution to stockholders and loans to directors and officers. This provision also does not affect a 1. 4 director's responsibilities under any other laws, such as federal and state securities laws or state and federal environmental laws. EXEMPTION FROM REGISTRATION CLAIMED Not Applicable. EXHIBITS EXHIBIT NUMBER (1)4.1 Restated Certificate of Incorporation of the Registrant (1)4.2 Bylaws of the Registrant (1)4.3 Specimen Stock Certificate (1)4.4 Restated Investor Rights Agreement, dated December 1, 1995, between the Registrant and certain investors, as amended April 30, 1996 (1)4.5 Amendment Number 2 to the Amended and Restated Investor Rights Agreement dated June 14, 1996 5.1 Opinion of Cooley Godward Castro Huddleson & Tatum 23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors 23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained in Exhibit 5 to this Registration Statement 24.1 Power of Attorney is contained on the signature pages (1)99.1 1996 Equity Incentive Plan (1)99.2 Form of Nonstatutory Stock Option (1)99.3 Form of Incentive Stock Option (1)99.4 Employee Stock Purchase Plan - -------------------- (1) Filed as an exhibit to the Registrant's Registration Statement on Form S-1 (No. 333-03751), as amended through the date hereof, and incorporated herein by reference. 2. 5 UNDERTAKINGS 1. The undersigned Registrant hereby undertakes: (a) 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 Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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 Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 2. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the 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 the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such 3. 6 director, officer or controlling person in connection with the securities being registered, the Registrant 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. 4. 7 SIGNATURES Pursuant to the requirements of the Securities Act the Registrant 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 Menlo Park, State of California, on July 10, 1996. SIEBEL SYSTEMS, INC. By: /s/ Thomas M. Siebel -------------------------------- Thomas M.Siebel Chairman, President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas M. Siebel and Justin R. Dooley, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. 5. 8 Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE /s/ Thomas M. Siebel President, Chief Executive Officer July 10, 1996 - --------------------------------- and Chairman of the Board (Thomas M. Siebel) (Principal Executive Officer) /s/ Justin R. Dooley Vice President Finance and July 10, 1996 - --------------------------------- Administration (Principal Financial (Justin R. Dooley) and Accounting Officer) /s/ Pehong Chen Director July 10, 1996 - --------------------------------- (Pehong Chen) /s/ James C. Gaither Director July 10, 1996 - --------------------------------- (James C. Gaither) /s/ Eric E. Schmidt Director July 10, 1996 - --------------------------------- (Eric E. Schmidt) /s/ Charles R. Schwab Director July 10, 1996 - --------------------------------- (Charles R. Schwab) /s/ George T. Shaheen Director July 10, 1996 - --------------------------------- (George T. Shaheen) /s/ A. Michael Spence Director July 10, 1996 - --------------------------------- (A. Michael Spence)
6. 9 EXHIBIT INDEX EXHIBIT NUMBER (1)4.1 Restated Certificate of Incorporation of the Registrant (1)4.2 Bylaws of the Registrant (1)4.3 Specimen Stock Certificate (1)4.4 Restated Investor Rights Agreement, dated December 1, 1995, between the Registrant and certain investors, as amended April 30, 1996 (1)4.5 Amendment Number 2 to the Amended and Restated Investor Rights Agreement dated June 14, 1996 5.1 Opinion of Cooley Godward Castro Huddleson & Tatum 23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors 23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained in Exhibit 5 to this Registration Statement 24.1 Power of Attorney is contained on the signature pages (1)99.1 1996 Equity Incentive Plan (1)99.2 Form of Nonstatutory Stock Option (1)99.3 Form of Incentive Stock Option (1)99.4 Employee Stock Purchase Plan - ---------------------------- (1) Filed as an exhibit to the Registrant's Registration Statement on Form S-1 (No. 333-03751), as amended through the date hereof, and incorporated herein by reference. 7. EX-5.1 2 OPINION OF COOLEY GODWARD CASTRO HUDDLESON & TATUM 1 July 10, 1996 SIEBEL SYSTEMS, INC. 4005 BOHANNON DRIVE MENLO PARK, CA 94025 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Siebel Systems, Inc. (the "Registrant") of a registration statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 5,483,790 shares of the Registrant's common stock, $.001 par value, (the "Shares") pursuant to the Company's 1996 Equity Incentive Plan and Employee Stock Purchase Plan (collectively, the "Plans"). In connection with this opinion, we have examined the Registration Statement and related Prospectuses, the Company's Certificate of Incorporation and Bylaws, as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related Prospectuses will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full). We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, COOLEY GODWARD CASTRO HUDDLESON & TATUM By: /s/ Eric C. Jensen ------------------------- Eric C. Jensen EX-23.1 3 CONSENT OF INDEPENDENT AUDITORS 1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Siebel Systems, Inc.: We consent to incorporation by reference in the registration statement on Form S-8 of Siebel Systems, Inc. of our report dated April 26, 1996, except as to Note 7, which is as of May 14, 1996, relating to the balance sheets of Siebel Systems, Inc. as of December 31, 1994, and 1995, and the related statements of operations, shareholders' equity, and cash flows for the period from September 13, 1993 (inception) to December 31, 1993 and for years ended December 31, 1994 and 1995, which report appears in the registration statement on Form S-1 of Siebel Systems, Inc. KPMG Peat Marwick LLP San Jose, California July 10, 1996 -----END PRIVACY-ENHANCED MESSAGE-----