As filed with the Securities and Exchange Commission on October 25, 2001
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 (I.R.S. Employer Identification No.) |
2207 Bridgepointe Parkway
San Mateo, California 94404
(650) 477-5000
(Address, including zip code, and
telephone number, including area code, of registrant's principal executive
offices)
1998 Equity Incentive Plan
Thomas M. Siebel
Chairman and Chief Executive Officer
Siebel Systems, Inc.
2207 Bridgepointe Parkway
San Mateo, California 94404
(650) 477-5000
Copies To:
Eric C. Jensen, Esq.
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
(650) 843-5000
This Registration Statement will become effective immediately upon filing with the Securities and Exchange Commission. Sales of the registered securities will begin as soon as reasonably practicable after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
Title of Securities |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Proposed Maximum Aggregate Offering Price (1) |
Amount of Registration Fee |
Shares of Common Stock, par value $0.001, reserved for future issuance pursuant to stock options under the Registrant's 1998 Equity Incentive Plan (the "1998 Plan") |
80,000,000 |
$16.92 |
$1,353,600,000 |
$338,400 |
(1) This Registration Statement shall cover any additional shares of Common Stock which become issuable under the 1998 Plan 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 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 the average of the high and low prices of the Registrant's Common Stock as reported on the Nasdaq Stock Market on October 18, 2001, in accordance with Rule 457(c) of the Securities Act.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 80,000,000 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
CERTAIN REGISTRATION STATEMENTS ON FORM S-8
The contents of the Registration Statements on Form S-8 relating to the 1998 Equity Incentive Plan, as amended (File Nos. 333-72969, 333-85007, 333-52998, and 333-59526), are incorporated by reference herein.
EXHIBITS
Exhibit |
Description |
4.1 |
Amended and Restated Certificate of Incorporation of the Registrant, as amended to date.1 |
4.2 |
Certificate of Designation of Series A1 Preferred Stock of the Registrant.2 |
4.3 |
Bylaws of the Registrant.3 |
4.4 |
Specimen Stock Certificate.3 |
4.5 |
Restated Investor Rights Agreement, dated December 1, 1995, between the Registrant and certain investors, as amended April 30, 1996 and June 14, 1996.3 |
5.1 |
Opinion of Cooley Godward LLP.4 |
23.1 |
Independent Auditors' Consent. 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 as of October 18, 2001. 4 |
99.2 |
Form of option agreement under the Siebel Systems, Inc. 1998 Equity Incentive Plan. 5 |
___________
1
Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q (No. 000-20725,) for the quarter ended June 30, 2001.2
Incorporated by reference to the Registrant's Current Report on Form 8-K (No. 333-20725) filed on November 27, 2000.3
Incorporated by reference to the Registrant's Registration Statement on Form S-1 (No. 333-03751), as amended.4
Filed herewith.5
Incorporated by reference to the Registrant's Registration Statement on Form S-8 (No. 333-72969), as amended.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 San Mateo, State of California on October 25, 2001.
Siebel Systems, Inc.
By: /s/ Thomas M. Siebel
Thomas M. Siebel
Chairman 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 Kenneth A. Goldman, 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 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.
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 and Chief Executive Officer |
|
October 25, 2001 |
/s/ Kenneth A. Goldman |
|
Senior Vice President, Finance and Administration and Chief
Financial Officer |
|
October 25, 2001 |
/s/ Patricia A. House |
|
Vice-Chairman, Co-Founder and Vice President, Strategic Planning |
|
October 24, 2001 |
/s/ James C. Gaither |
|
Director |
|
October 25, 2001 |
/s/ Marc F. Racicot |
|
Director |
|
October 24, 2001 |
/s/ Eric E. Schmidt |
|
Director |
|
October 25, 2001 |
_______________ |
|
Director |
|
October __, 2001 |
/s/ George T. Shaheen |
|
Director |
|
October 25, 2001 |
/s/ A. Michael Spence |
|
Director |
|
October 25, 2001 |
EXHIBIT INDEX
Exhibit |
Description |
4.1 |
Amended and Restated Certificate of Incorporation of the Registrant, as amended to date.1 |
4.2 |
Certificate of Designation of Series A1 Preferred Stock of the Registrant.2 |
4.3 |
Bylaws of the Registrant.3 |
4.4 |
Specimen Stock Certificate.3 |
4.5 |
Restated Investor Rights Agreement, dated December 1, 1995, between the Registrant and certain investors, as amended April 30, 1996 and June 14, 1996.3 |
5.1 |
Opinion of Cooley Godward LLP.4 |
23.1 |
Independent Auditors' Consent. 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 as of October 18, 2001. 4 |
99.2 |
Form of option agreement under the Siebel Systems, Inc. 1998 Equity Incentive Plan. 5 |
___________
1
Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q (No. 000-20725) for the quarter ended June 30, 2001.2
Incorporated by reference to the Registrant's Current Report on Form 8-K (No. 333-20725), filed on November 27, 2000.3
Incorporated by reference to the Registrant's Registration Statement on Form S-1 (No. 333-03751), as amended.4
Filed herewith.5
Incorporated by reference to the Registrant's Registration Statement on Form S-8 (No. 333-72969), as amended.Exhibit 5.1
October 25, 2001
Siebel Systems, Inc.
2207 Bridgepointe Parkway
San Mateo, CA 94404
Re: Form S-8
Ladies and Gentlemen:
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 80,000,000 shares of the Company's Common Stock, $.001 par value, issuable upon the exercise of stock options granted or to be granted under the Company's 1998 Equity Incentive Plan, as amended (the "1998 Plan") (the "1998 Plan Shares").
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, each 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.
Our opinion is expressed only with respect to the federal laws of the United States of America, the General Corporation Law of the State of Delaware and the laws of the State of California. We express no opinion as to whether the laws of any particular jurisdiction other than those identified above are applicable to the subject matter hereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the 1998 Plan Shares, when sold and issued in accordance with the 1998 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
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
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 reports dated January 22, 2001, with respect to the consolidated balance sheets of Siebel Systems, Inc. and subsidiaries as of December 31, 1999 and 2000, and the related consolidated statements of operations and comprehensive income, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2000, and the related financial statement schedule, which reports appear in the December 31, 2000 annual report on Form 10-K of Siebel Systems, Inc.
/s/ KPMG LLP
Mountain View, California
October 25, 2001
Exhibit 99.1
SIEBEL SYSTEMS, INC.
AMENDED AND RESTATED
1998 EQUITY INCENTIVE PLAN
Adopted October 28, 1998
Amended April 19, 1999
Amended December 8, 2000
Amended April 17, 2001
Amended and Restated October 18, 2001
Shares Subject to the Plan.
Stock Awards may be granted only to Employees or Consultants who are not (i) Officers (other than vice presidents of the Company), (ii) Directors, or (iii) then subject to Section 16 of the Exchange Act. Provided however, that the aggregate number of shares made subject to Stock Awards granted to eligible Officers cannot exceed the number necessary to preserve the treatment of the Plan as a "broadly based" plan within the meaning of Rule 4460(i)(1)(A) of the Rules of the National Association of Securities Dealers, Inc.
Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:
In the case of any deferred payment arrangement, interest shall be payable at least annually and shall be charged at the minimum rate of interest necessary to avoid the treatment as interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interest under the deferred payment arrangement.
An Optionee's Option Agreement may also provide that if the exercise of the Option following the termination of the Optionee's Continuous Status as an Employee or Consultant (other than upon the Optionee's death or disability) would result in liability under Section 16(b) of the Exchange Act, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in the Option Agreement, or (ii) the tenth (10th) day after the last date on which such exercise would result in such liability under Section 16(b) of the Exchange Act. Finally, an Optionee's Option Agreement may also provide that if the exercise of the Option following the termination of the Optionee's Continuous Status as an Employee or Consultant (other than upon the Optionee's death or disability) would be prohibited at any time solely because the issuance of shares would violate the registration requirements under the Act, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in the first paragraph of this subsection 6(f), or (ii) the expiration of a period of three (3) months after the termination of the Optionee's Continuous Status as an Employee or Consultant during which the exercise of the Option would not be in violation of such registration requirements.
Each stock bonus or restricted stock purchase agreement shall be in such form and shall contain such terms and conditions as the Board or the Committee shall deem appropriate. The terms and conditions of stock bonus or restricted stock purchase agreements may change from time to time, and the terms and conditions of separate agreements need not be identical, but each stock bonus or restricted stock purchase agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions as appropriate:
Proceeds from the sale of stock pursuant to Stock Awards shall constitute general funds of the Company.
The Plan shall become effective on October 28, 1998.