-----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, PrFpNWk5yPgGe8c21lbV7oB+MwaOvRQJYYvvjfr0qEWW5Vux/sQ3QnjBY0BMeIBt Gpu8LMhMv8oudFb8MOIuLw== 0000929624-99-001505.txt : 19990813 0000929624-99-001505.hdr.sgml : 19990813 ACCESSION NUMBER: 0000929624-99-001505 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990811 EFFECTIVENESS DATE: 19990811 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: SEC FILE NUMBER: 333-85007 FILM NUMBER: 99684830 BUSINESS ADDRESS: STREET 1: 1885 SOUTH GRANT STREET CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 6502955000 MAIL ADDRESS: STREET 1: 1885 SOUTH GRANT STREET CITY: SAN MATEO STATE: CA ZIP: 94402 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on August 11, 1999 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.)
-------- 1855 South Grant Street San Mateo, California 94402 (Address of principal executive offices) -------- Siebel Systems, Inc. 1998 Equity Incentive Plan (Full Title of the Plan) Thomas M. Siebel Chairman and Chief Executive Officer Siebel Systems, Inc. 1855 South Grant Street San Mateo, California 94402 (650) 295-5000 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------- Copies to: Eric C. Jensen, Esq. Cooley Godward LLP Five Palo Alto Square 3000 El Camino Real Palo Alto, California 94306-2155 (650) 843-5000 -------- CALCULATION OF REGISTRATION FEE
============================================================================================================ Title of Securities to be Proposed Maximum Proposed Maximum Registered Amount to be Offering Price Per Aggregate Offering Amount of Registered (1) Share (2) Price (1) Registration Fee - ------------------------------------------------------------------------------------------------------------ Stock Options and Common 10,000,000 $515,422,663 $143,287.50 Stock (par value $.001) Shares issuable pursuant to outstanding options under the Registrant's 1998 Equity Incentive Plan (the "Plan") 1,299,956 $38.44(2)(a) $ 49,970,309 Common Stock reserved for future issuance under the Plan 8,700,044 $53.50(2)(b) $465,452,354 =============================================================================================================
(1) This Registration Statement shall cover any additional shares of Common Stock which become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares of the Registrant's outstanding Common Stock. (2) Estimated solely for the purpose of calculating the amount of the registration fee of this offering pursuant to Rule 457(h) promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The offering price per share and aggregate offering price are based on (a) the weighted average exercise price for shares subject to outstanding options granted by Siebel Systems, Inc. (the "Registrant") under the Registrant's 1998 Equity Incentive Plan (the "Plan") or (b) the average of the high and low prices of the Registrant's Common Stock as reported on the Nasdaq Stock Market on August 4, 1999 for shares reserved for future issuance under the Plan. EXPLANATORY NOTE This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 10,000,000 shares of the Registrant's Common Stock to be issued pursuant to the Registrant's 1998 Equity Incentive Plan, as amended. INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8 NO. 333-72969 The contents of Registration Statement on Form S-8 No. 333-72969 filed with the Securities and Exchange Commission on February 25, 1999 are incorporated by reference herein. INTERESTS OF NAMED EXPERTS AND COUNSEL The validity of the shares of Common Stock being registered hereby will be passed upon for the Company by Cooley Godward llp, Palo Alto, California. James C. Gaither, a partner at Cooley Godward llp, is a director of the Company and owns approximately 80,914 shares of the Company's Common Stock. 2 EXHIBITS Exhibit Number 4.1 Restated Certificate of Incorporation of the Registrant, as amended to date./1/ 4.2 Bylaws of the Registrant./2/ 4.3 Specimen Stock Certificate./2/ 4.4 Restated Investor Rights Agreement, dated December 1, 1995, between the Registrant and certain investors, as amended April 30, 1996 and June 14, 1996./2/ 5.1 Opinion of Cooley Godward LLP./4/ 23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors./4/ 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement. 24.1 Power of Attorney is contained on the signature pages. 99.1 Siebel Systems, Inc. 1998 Equity Incentive Plan, as amended./3/ 99.2 Form of option agreement under the Siebel Systems, Inc. 1998 Equity Incentive Plan./3/ ________________________________________________________________________________ /1/ Incorporated by reference to the Registrant's Registration Statement on Form S-8 (No. 333 07983), as amended. /2/ Incorporated by reference to the Registrant's Registration Statement on Form S-1 (No. 333-03751), as amended. /3/ Incorporated by reference to the Registrant's Registration Statement on Form S-8 (No. 333-72969), as amended. /4/ Filed herewith. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Sam Mateo, State of California on August 6, 1999. Siebel Systems, Inc. By: /s/ Howard H. Graham ---------------------------------------------------- Title: Senior Vice President, Finance and Administration and Chief Financial Officer ------------------------------------------------- POWER OF ATTORNEY Know All Persons By These Presents, that each person whose signature appears below constitutes and appoints Thomas M. Siebel and Howard H. Graham, 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. 4 Pursuant to the requirements of the Securities Act of 1933, 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 Chairman of the Board of August 6, 1999 - ------------------------- Thomas M. Siebel Directors and Chief Executive Officer (Principal Executive Officer) /s/ Howard H. Graham Senior Vice President, Finance August 6, 1999 - ------------------------- Howard H. Graham and Administration and Chief Financial Officer (Principal Financial and Accounting Officer) /s/ Eric E. Schmidt Director August 11, 1999 - ------------------------- Eric E. Schmidt /s/ James C. Gaither Director August 9, 1999 - ------------------------- James C. Gaither /s/ George T. Shaheen Director August 9, 1999 - ------------------------- George T. Shaheen /s/ Charles R. Schwab Director August 9, 1999 - ------------------------- Charles R. Schwab Director - ------------------------- A. Michael Spence
5 EXHIBIT INDEX
Exhibit Sequential Page Number Description Numbers 4.1 Restated Certificate of Incorporation of the Registrant, as amended to date./1/ 4.2 Bylaws of the Registrant./2/ 4.3 Specimen Stock Certificate./2/ 4.4 Restated Investor Rights Agreement, dated December 1, 1995, between the Registrant and certain investors, as amended April 30, 1996 and June 14, 1996./2/ 5.1 Opinion of Cooley Godward LLP./4/ 23.1 Consent of KPMG LLP, Independent Auditors./4/ 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement. 24.1 Power of Attorney is contained on the signature pages. 99.1 Siebel Systems, Inc. 1998 Equity Incentive Plan, as amended./3/ 99.2 Form of option agreement under the Siebel Systems, Inc. 1998 Equity Incentive Plan./3/
_______________________________________________________________________________ /1/ Incorporated by reference to the Registrant's Registration Statement on Form S-8 (No. 333 07983), as amended. /2/ Incorporated by reference to the Registrant's Registration Statement on Form S-1 (No. 333-03751), as amended. /3/ Incorporated by reference to the Registrant's Registration Statement on Form S-8 (No. 333-72969), as amended. /4/ Filed herewith. 6 EX-5.1 2 OPINION OF COOLEY GODWARD LLP Exhibit 5.1 August 11, 1999 Siebel Systems, Inc. 1855 South Grant Street San Mateo, CA 94402 You have requested our opinion with respect to certain matters in connection with the filing by Siebel Systems, Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 10,000,000 shares of the Company's Common Stock, $.001 par value (the "Shares"), pursuant to the exercise of options with respect to the common stock of Siebel Systems, Inc., a Delaware corporation ("Siebel"), under Siebel's 1998 Equity Incentive Plan, as amended (the "Plan"). In connection with this opinion, we have examined the Registration Statement and related Prospectus, the Company's Amended and Restated Certificate of Incorporation and Bylaws, as amended to date, 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 Plan, the Registration Statement and related Prospectus, 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 LLP By: /s/ Eric C. Jensen -------------------------- Eric C. Jensen 1 EX-23.1 3 CONSENT OF KPMG PEAT MARWICK LLP Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Siebel Systems, Inc.: We consent to incorporation herein by reference of our reports dated January 26, 1999, relating to the consolidated balance sheets of Siebel Systems, Inc. and subsidiaries as of December 31, 1998 and 1997, and the related consolidated statements of operations and comprehensive income (loss), stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1998, and the related financial statement schedule, which reports appear in the December 31, 1998, annual report on Form 10-K of Siebel Systems, Inc. /s/ KPMG LLP Mountain View, California August 10, 1999 1 -----END PRIVACY-ENHANCED MESSAGE-----