-----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, Iydaa+byUW7tlRJH8O1o+uLP+HQRcg1yG2+l6+ulmtLSUlTrpD7fqEy+RsK7J/2o 8fszjjBiXOnAUev1/o4U7w== 0001012870-00-002886.txt : 20000516 0001012870-00-002886.hdr.sgml : 20000516 ACCESSION NUMBER: 0001012870-00-002886 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000515 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: 424B3 SEC ACT: SEC FILE NUMBER: 333-94261 FILM NUMBER: 635351 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 424B3 1 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED 2/8/2000 Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b)(3) and (c) (To Prospectus dated February 8, 2000) SEC File No. 333-94261 SIEBEL SYSTEMS, INC. 3,319,561 Shares Common Stock This prospectus supplement supplements the prospectus dated February 8, 2000 of Siebel Systems, Inc. ("Siebel" or "we") relating to the public offering, which is not being underwritten, and sale by selling stockholders of Siebel or by donees, pledgees, transferees and other successors in interest that receive such shares as a gift, pledge, partnership distribution or other non-sale transfer (the "Selling Stockholders") of up to 3,319,516 shares of our common stock who received such shares in connection with the acquisition by statutory merger of OnTarget, Inc. ("OnTarget"), by and through a merger of a wholly-owned subsidiary of Siebel with and into OnTarget. This prospectus supplement should be read in conjunction with the prospectus, and this prospectus supplement is qualified by reference to the prospectus, except to the extent that the information provided by this prospectus supplement supersedes the information contained in the prospectus. This prospectus supplement contains information on ownership of shares of Siebel common stock following recent gifts of shares of our common stock from: * J. Alston Gardner to Duke University, World T.E.A.M. Sports, Inc., the University of North Carolina, The Gardner Family Charitable Remainder Unitrust and The Alston and Olivia Gardner Charitable Remainder Unitrust, which transferees were not specifically named in the prospectus; * Nicolas J. Nascone to Nick and Laura Nascone Charitable Remainder Unitrust, which transferee was not specifically named in the prospectus; * Jeffrey S. Muir to The Community Foundation for Greater Atlanta, Inc., which transferee was not specifically named in the prospectus; * Fred R. Burton to Fred and Joan Burton Charitable Remainder Trust, which transferee was not specifically named in the prospectus; and * John W. Harris to John and Mary Harris Charitable Remainder Trust, which transferee was not specifically named in the prospectus. SELLING STOCKHOLDERS The table of selling stockholders on pages 23 and 24 of the prospectus setting forth information concerning the selling stockholders is superseded in its entirety by the following table:
Number of Shares Shares Being Selling Stockholder Beneficially Owned Offered - ----------------------------------------------------------------- ---------------------- ------------------ J. Alston Gardner 1,692,881 1,514,881 The Gardner Family Grantor Retained Annuity Trust 307,752 276,977 The Gardner Family Charitable Remainder Unitrust 40,000 40,000 The Alston and Olivia Gardner Charitable Remainder Unitrust 25,000 25,000 Philip N. Rawlins 263,935 (1) 237,542 Wendy S. Lea 263,935 237,542 Nicholas J. Nascone 124,949 111,254 Nick and Laura Nascone Charitable Remainder Unitrust 12,000 12,000 Fred R. Burton 65,785 57,706 Fred and Joan Burton Charitable Remainder Trust 15,000 15,000 Bradford Milner 19,157 17,241 Jeffrey S. Muir 134,903 (2) 121,293 Michael A. Waddell 27,698 24,928 Oberon Management, Ltd. 213,041 191,737 Fluvia Investments, Ltd. 213,041 191,737 Alun Newby 105,464 94,918 Barbara Kay Newby 45,199 40,679 Steve Hill 32,285 29,057 David Roberts 32,285 29,057 Stephen J. Bistritz 3,847 3,462 Deborah L. Gallagher 3,847 3,462 Mark B. Gardner 3,847 3,462 Donnie M. Hardison, Jr. 3,847 3,462 John and Mary Harris Charitable Remainder Trust 3,462 3,462 Rod Jones 3,847 3,462 Robert J. Knight III 3,847 3,462 Jeff Fiedler 3,847 3,462 Duke University 18,116 18,116 World T.E.A.M. Sports, Inc. 2,000 2,000 University of North Carolina 2,000 2,000 The Community Foundation for Greater Atlanta, Inc. 1,200 1,200
- -------------- (1) Mr. Rawlins directly owns 231,862 shares of our common stock and beneficially owns 32,073 shares of our common stock as trustee for the Philip N. Rawlins 1999 Trust U/A 11/15/99. (2) Mr. Muir directly owns 17,957 shares of our common stock and beneficially owns: (a) 46,163 shares of our common stock as trustee for the U/A J. Alston Gardner Trust dated 10/18/99, FBO Emma Gardner and Descendants; (b) 46,163 shares of our common stock as trustee for the U/A J. Alston Gardner Trust dated 10/18/99, FBO Anna Gardner and Descendants; and (c) 24,620 shares of our common stock as trustee for The Nascone Family Grantor Retained Annuity Trust U/A Nicholas J. Nascone 10/18/99. 2 We may from time to time supplement or amend the prospectus to reflect the required information concerning a transferee, pledgee, donee or successor to the selling stockholders named in the prospectus. The date of this prospectus supplement is May 15, 2000. 3 -----END PRIVACY-ENHANCED MESSAGE-----