-----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, Ty5LVlN9IfEbOkMICUtNrZxHVZlfgTrp4Plle6Bc3qdrjfP7PgASEH8lYoxqsoP6 RAp/3DOo366y3dcq6Ag9cA== 0001012870-97-000430.txt : 19970306 0001012870-97-000430.hdr.sgml : 19970306 ACCESSION NUMBER: 0001012870-97-000430 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970305 EFFECTIVENESS DATE: 19970305 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: 333-22763 FILM NUMBER: 97550511 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 As filed with the Securities and Exchange Commission on March 4,1997 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.) 1885 SOUTH GRANT STREET SAN MATEO, CALIFORNIA 94402 (Address of principal executive offices) 1996 EQUITY INCENTIVE PLAN EMPLOYEE STOCK PURCHASE PLAN (Full title of the plans) THOMAS M. SIEBEL CHAIRMAN AND CHIEF EXECUTIVE OFFICER SIEBEL SYSTEMS, INC. 1885 SOUTH GRANT STREET SAN MATEO, CALIFORNIA 94402 (415) 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 3000 Sand Hill Road Building 3, Suite 230 Menlo Park, California 94025-7116 (415) 843-5000 CALCULATION OF REGISTRATION FEE
=================================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING PRICE AMOUNT OF REGISTRATION TO BE REGISTERED REGISTERED SHARE (1) (1) FEE - ------------------------------------------------------------------------------------------------------------------------------------ Shares issuable pursuant to 1,688,920 $21.92 $37,021,126.00 $11,218.52 outstanding options under the 1996 Equity Incentive Plan - ------------------------------------------------------------------------------------------------------------------------------------ Shares available for 6,311,080 $16.875 $106,499,475 $32,272.57 additional grants under the 1996 Equity Incentive Plan - ------------------------------------------------------------------------------------------------------------------------------------ Shares issuable pursuant to 1,000,000 $16.875 $ 16,875,000 $ 5,113.64 the Employee Stock Purchase Plan - ------------------------------------------------------------------------------------------------------------------------------------ Proposed Maximum Offering $160,395,601 Price - ------------------------------------------------------------------------------------------------------------------------------------ Registration Fee $48,604.73 ===================================================================================================================================
(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)(1). The price per share and aggregate offering price are based upon the average of the bid and asked price of Registrant's Common Stock on February 25, 1997 as reported on the NASDAQ National Market. ================================================================================ INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8 NO. 333-07938 The contents of Registration Statement on Form S-8, as amended (No. 333- 07983) are incorporated by reference herein. EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------ ----------- (2) 4.1 Restated Certificate of Incorporation, as amended. (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 2 to the Amended and Restated Investor Rights Agreement dated June 14, 1996. 5. Opinion of Cooley Godward LLP. 23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors. 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this Registration Statement. 24. Power of Attorney is contained on the signature pages. (2) 99.1 1996 Equity Incentive Plan, as amended as of January 10, 1997. (2) 99.2 Employee Stock Purchase Plan, as amended as of January 10, 1997. (1) 99.3 Form of Nonstatutory Stock Option Agreement. (1) 99.4 Form of Incentive Stock Option Agreement. - ------------------------------ (1) Filed as an exhibit to the Registrant's Registration Statement on Form S-1 (No. 333-03751), as amended, and incorporated herein by reference. (2) Filed as an exhibit to the Registration Statement on Form S-8, as amended (No. 333-07983) and incorporated herein by reference. 2. 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 March 4, 1997. SIEBEL SYSTEMS, INC. /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 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. 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, Chief March 4, 1997 - ----------------------------- Executive Officer and Thomas M. Siebel Director (Principal Executive Officer) /s/ Howard H. Graham Senior Vice President, March 4, 1997 - ----------------------------- Finance and Howard H. Graham Administration and Chief Financial Officer (Principal Financial Officer) /s/ James C. Gaither Director March 4, 1997 - ----------------------------- James C. Gaither /s/ Eric E. Schmidt Director March 4, 1997 - ----------------------------- Eric E. Schmidt /s/ Charles R. Schwab Director March 4, 1997 - ----------------------------- Charles R. Schwab /s/ George T. Shaheen Director March 4, 1997 - ----------------------------- George T. Shaheen Director March _, 1997 - ----------------------------- A. Michael Spence 3. EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------ ----------- (2) 4.1 Restated Certificate of Incorporation, as amended. (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 2 to the Amended and Restated Investor Rights Agreement dated June 14, 1996. 5. Opinion of Cooley Godward LLP. 23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors. 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this Registration Statement. 24. Power of Attorney is contained on the signature pages. (2) 99.1 1996 Equity Incentive Plan, as amended as of January 10, 1997. (2) 99.2 Employee Stock Purchase Plan, as amended as of January 10, 1997. (1) 99.3 Form of Nonstatutory Stock Option Agreement. (1) 99.4 Form of Incentive Stock Option Agreement. - ------------------------------ (1) Filed as an exhibit to the Registrant's Registration Statement on Form S-1 (No. 333-03751), as amended, and incorporated herein by reference. (2) Filed as an exhibit to the Registration Statement on Form S-8, as amended (No. 333-07983) and incorporated herein by reference. 4. EX-5 2 OPINION OF COOLEY GODWARD EXHIBIT 5 March 4, 1997 SIEBEL SYSTEMS, INC. 1885 S. GRANT STREET SAN MATEO, CA 94402 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 9,000,000 shares of the Company's Common Stock, $.001 par value, (the "Shares") pursuant to its 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 Prospectus, your Certificate of Incorporation and By-laws, 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 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 11. 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 by reference in the registration statement dated March 4, 1997 on Form S-8 of Siebel Systems, Inc. of our report dated April 26, 1996, except as to Note 7, which is as of July 3, 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 dated September 16, 1996 (No. 333 - 12061) on Form S-1 of Siebel Systems, Inc. KPMG Peat Marwick LLP San Jose, California March 4, 1997 -----END PRIVACY-ENHANCED MESSAGE-----