-----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, KUDbxnpXu8bhrFaJqkvUBG3BSYbUPr+aJkR10VNpGBVKCPtuRujSZZYGFSgmqjnH YGHZh9wWe3DOLKH7nGRT8g== /in/edgar/work/0001012870-00-005973/0001012870-00-005973.txt : 20001128 0001012870-00-005973.hdr.sgml : 20001128 ACCESSION NUMBER: 0001012870-00-005973 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20001115 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIEBEL SYSTEMS INC CENTRAL INDEX KEY: 0001006835 STANDARD INDUSTRIAL CLASSIFICATION: [7372 ] IRS NUMBER: 943187233 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20725 FILM NUMBER: 777045 BUSINESS ADDRESS: STREET 1: 2207 BRIDGEPOINTE PARKWAY CITY: SAN MATEO STATE: CA ZIP: 94404 BUSINESS PHONE: 6502955000 MAIL ADDRESS: STREET 1: 2207 BRIDGEPOINTE PARKWAY CITY: SAN MATEO STATE: CA ZIP: 94404 8-K 1 0001.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 November 15, 2000 ____________________ Date of Report (Date of earliest event reported) SIEBEL SYSTEMS, INC. ____________________ (Exact name of registrant as specified in its charter) Delaware 0-20725 94-3187233 --------------- --------------- --------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation File Number) Identification No.)
2207 Bridgepointe Parkway San Mateo, CA 94404 ____________________ (Address of principal executive offices) (650)295-5000 ____________________ (Registrant's telephone number, including area code) Item 5. Other Events Effective November 15, 2000, Siebel Systems, Inc., a Delaware corporation ("Siebel"), indirectly acquired all of the outstanding common shares of Janna Systems Inc., an Ontario corporation ("Janna"), pursuant to an arrangement (the "Arrangement") under Ontario corporate laws and an Arrangement Agreement (the "Arrangement Agreement"), dated as of September 11, 2000, by and among Siebel, Janna, Janna Nova Scotia Sub Company (formerly 3045856 Nova Scotia Company), a Nova Scotia unlimited liability company ("Nova Scotia Co") and Siebel Janna Arrangement, Inc. (formerly 2000066 Ontario Inc.), an Ontario corporation ("ExchangeCo"). The Arrangement was approved by the holders of Janna common shares and options to acquire Janna common shares and by the Ontario Superior Court of Justice. The description contained in this Item 5 of the transactions consummated pursuant to the terms and conditions of the Arrangement Agreement is qualified in its entirety by reference to the full text of the Arrangement Agreement, a copy of which has been previously filed with the Securities and Exchange Commission as part of Siebel's registration statement on Form S-3 (No. 333-47062) and is incorporated by reference herein. The Arrangement provides for the acquisition of Janna by Siebel in a transaction in which: (a) each Janna common share held by a Janna shareholder who is resident in Canada, who so elects or who does not make an election, will be transferred or will be deemed to be transferred to ExchangeCo in exchange for 0.497 of a fully paid and non-assessable exchangeable share (the "Exchangeable Shares") in the capital of ExchangeCo; and (b) each Janna common share held by a Janna shareholder who is not a Canadian resident or is held by a Canadian resident Janna shareholder who elects to receive shares of Siebel common stock will be transferred to Nova Scotia Co in exchange for 0.497 of a fully paid and non-assessable share of Siebel common stock. The Exchangeable Shares are exchangeable for Siebel common stock on a one-for-one basis at any time at the option of the holder. Subject to applicable law and the overriding redemption call right of Nova Scotia Co, ExchangeCo has the right to redeem all but not less than all of the then outstanding Exchangeable Shares on November 30, 2005 (the "Redemption Date"). Upon redemption, all holders of outstanding Exchangeable Shares will be entitled to receive one share of Siebel common stock for each Exchangeable Share they hold. In certain circumstances, the board of directors of ExchangeCo may accelerate the Redemption Date. Pursuant to the Arrangement Agreement, Siebel assumed all outstanding options to acquire common shares of Janna in accordance with the terms of such options and the terms and conditions of the Arrangement Agreement. No fractional shares of Siebel common stock or Exchangeable Shares will be issued in connection with the Arrangement. In lieu thereof, holders of common shares of Janna who would otherwise have been entitled to receive fractional shares of Siebel common stock or Exchangeable Shares will be paid their pro rata amount of the net proceeds resulting from the sale by a depository trust company of the whole shares representing the aggregate of all fractional interests in Siebel common stock and Exchangeable Shares. At the Effective Time, by virtue of the transfer of all of the outstanding common shares of Janna to Nova Scotia Co and ExchangeCo, Janna became an indirectly wholly-owned subsidiary of Siebel. Pursuant to the terms of the Arrangement Agreement, Siebel has filed a registration statement on Form S-3 with respect to shares of its common stock, to be issued in exchange for the Exchangeable Shares. The Arrangement is intended to provide Canadian resident Janna shareholders who receive Exchangeable Shares a tax-deferral or "rollover" for Canadian income tax purposes pursuant to the Income Tax Act (Canada). The Arrangement is expected to be accounted for as a pooling-of-interests. Copies of the press releases announcing the entering into of the Arrangement Agreement and the consummation of the Arrangement are attached hereto as Exhibits 99.1 and 99.2. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Businesses Acquired Not applicable. (b) Pro Forma Financial Information Not applicable. (c) Exhibits The following Exhibits are filed as part of this report: 2.1 Arrangement Agreement, dated as of September 11, 2000, by and among Siebel, Janna, Nova Scotia Co and ExchangeCo (incorporated by reference to Siebel's registration statement on Form S-3 (No. 333- 47062)). 4.1 Certificate of Designation of Series A1 Preferred Stock of Registrant. 99.1 Press Release of Siebel dated September 11, 2000. 99.2 Press Release of Siebel dated November 15, 2000. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Siebel Systems, Inc. Date: November 22, 2000 By: /s/ Kenneth A. Goldman ------------------------------------- Kenneth A. Goldman Senior Vice President, Finance and Administration and Chief Financial Officer Exhibit Index 2.1 Arrangement Agreement, dated as of September 11, 2000, by and among Siebel, Janna, Nova Scotia Co and ExchangeCo (incorporated by reference to Siebel's registration statement on Form S-3 (No. 333-47062)). 4.1 Certificate of Designation of Series A1 Preferred Stock of Registrant. 99.1 Press Release of Siebel dated September 11, 2000. 99.2 Press Release of Siebel dated November 15, 2000. EX-4.1 2 0002.txt CERTIFICATE OF DESIGNATION OF SERIES A1 EXHIBIT 4.1 SIEBEL SYSTEMS, INC. Certificate of Designation (Pursuant to Section 151 of the Delaware General Corporation Law) SERIES A1 PREFERRED STOCK Siebel Systems, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the "Company") hereby certifies that the following resolutions were duly adopted by the Board of Directors of the Company (the "Board") on November 2, 2000, as required by Section 151 of the Delaware General Corporation Law: "RESOLVED, that pursuant to the authority granted to and vested in the Board in accordance with the provisions of the Amended and Restated Certificate of Incorporation of the Company, as amended (the "Certificate of Incorporation"), the Board hereby creates from its authorized class of Preferred Stock a series designated as Series A1 Preferred Stock, par value $0.001 per share, of the Company; RESOLVED FURTHER, that the Board does hereby establish the Series A1 Preferred Stock as follows: Section 1. Designation and Amount. One (1) share of Preferred Stock of ---------------------- the Company shall be designated as Series A1 Preferred Stock (the "Special Series A1 Voting Share"). Section 2. Dividends and Distributions. Except as required by applicable --------------------------- law, neither the holder nor the owner, if different, of the Special Series A1 Voting Share shall be entitled to receive any dividends or distributions of the Company, whether payable in cash, property or in shares of capital stock. Section 3. Liquidation. In the event of any liquidation, dissolution or ----------- winding up of the Company, the holder of the Special Series A1 Voting Share shall not be entitled to receive any assets of the Company available for distribution to its stockholders. Section 4. Voting Rights. The Special Series A1 Voting Share shall have ------------- the following voting rights: (A) with respect to all meetings of stockholders of the Company at which holders of the Company's common stock are entitled to vote (each a "Company Meeting") and with respect to any written consents, to the extent permitted by the Certificate of Incorporation and the Company's By-laws, sought by the Company from its stockholders, including the holders of Company common stock (each a 1. "Company Consent"), the Special Series A1 Voting Share shall vote together with the common stock of the Company as a single class and the Special Series A1 Voting Share shall have the identical voting rights to those of the Company's common stock; (B) the holder of the Special Series A1 Voting Share shall be entitled to a number of votes equal to the number of exchangeable shares of Siebel Janna Arrangement, Inc. (the "Exchangeable Shares") outstanding on the record date for determining stockholders entitled to vote at the applicable Company Meeting or in connection with the applicable Company Consent, other than those held by the Company or its Affiliates (as defined in that certain Voting and Exchange Trust Agreement by and among Siebel Janna Arrangement, Inc., the Company and Montreal Trust Company of Canada, to be dated and entered into on or before the date of issue of the Special Series A1 Voting Share, as such agreement may amended, modified or supplemented from time to time (the "Trust Agreement")); (C) except as set forth herein, or as otherwise provided by law, the registered holders from time to time of Exchangeable Shares shall have no special voting rights and their consent shall not be required for taking any corporate action; and (D) the voting rights attached to the Special Series A1 Voting Share shall terminate pursuant to and in accordance with the Trust Agreement. Section 5. No Redemption. The Special Series A1 Voting Share shall not ------------- be redeemable, except that at such time as no Exchangeable Shares (other than the Exchangeable Shares owned by the Company and its Affiliates) shall be outstanding, the Special Series A1 Voting Share shall automatically be redeemed and canceled. Section 6. Other Provisions. Pursuant to the terms of the Trust ---------------- Agreement: (A) during the term of the Trust Agreement, the Company will not issue any additional shares of the same series of such Series A1 Preferred Stock without the consent of the holders at the relevant time of Exchangeable Shares; (B) the votes attached to the Special Series A1 Voting Share shall be exercised by the Trustee (as defined in the Trust Agreement) pursuant to and in accordance with the Trust Agreement; and (C) the powers, designations, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions of the Special Series A1 Voting Share shall be as otherwise provided in the Trust Agreement." 2. IN WITNESS WHEREOF, this Certificate of Designation is executed on behalf of the Company by its Senior Vice President, Finance and Administration and Chief Financial Officer and attested to by its Secretary this 13th day of November, 2000. SIEBEL SYSTEMS, INC. By: /s/ Kenneth A. Goldman ---------------------------------- Kenneth A. Goldman Senior Vice President, Finance and Administration and Chief Financial Officer ATTEST: By: /s/ Jeffrey T. Amann --------------------------- Jeffrey T. Amann Secretary 3. EX-99.1 3 0003.txt PRESS RELEASE OF SIEBEL DATED SEPTEMBER 11, 2000 EXHIBIT 99.1 Siebel Systems, Inc. to Acquire Janna Systems Inc. Setting the Standard for Multichannel eBusiness in Financial Services SAN MATEO, Calif. - Sept. 11, 2000 - Siebel Systems, Inc. (Nasdaq:SEBL), the world's leading supplier of eBusiness application software, today announced an agreement to acquire Janna Systems Inc. (TSE: JAN), a leading provider of eBusiness solutions for the financial services industry. Siebel Systems intends to integrate Janna's technology into the Siebel eBusiness Applications, thereby further enhancing Siebel Systems' industry leading, multichannel eBusiness solutions for financial services institutions in the retail banking and brokerage, institutional finance and insurance industries. The financial services marketplace is rapidly converging, causing traditionally independent businesses of retail banking and brokerage, institutional finance and insurance to consolidate. To successfully manage and integrate multiple lines of business across multiple channels, these newly consolidated financial services institutions must move from product and customer information silos to a globally-integrated, multichannel eBusiness solution. The move will enable them to attract, retain and service customers by managing, synchronizing and coordinating all customer touch points including the Web, call center, field relationship managers, branches and resellers. To help financial services organizations take advantage of this new market opportunity, Siebel Systems and Janna are joining forces to deliver the industry's most complete eBusiness solutions for retail banking and brokerage, institutional finance and insurance customers. Today, Siebel Financial Services 2000 is recognized as the market-leading, eBusiness solution for financial institutions. This solution addresses Siebel Systems' largest vertical market, with specific strength in the retail banking and brokerage, and insurance industries. Siebel Systems' financial services customers include: Bank of America Corporation, Charles Schwab & Co., Inc., The Chase Manhattan Corporation, Deutsche Bank, Farmers Insurance Group of America, Fidelity Investments, Fleet Boston Financial Corporation, The Hartford Financial Services Group, Prudential plc, and Zurich Insurance. Janna Enterprise Suite 2001 is a leading eBusiness solution for institutional finance customers, including investment banking, institutional sales, research and private client services. Janna has been delivering dedicated products and solutions for more than a decade into market-leading global financial services companies such as Allstate Insurance, Bank One, Dain Rauscher, First Union Securities, Lehman Brothers, Merrill Lynch and TD Bank Financial Group. As part of this acquisition, William M. Tatham, chairman and CEO of Janna Systems Inc., will become vice president and general manager of Siebel Systems institutional finance business unit for Siebel Financial Services. The companies will integrate the two product families into a single product suite based on a common Web architecture beginning with Siebel Financial Services 2001, which is planned for release in Summer 2001. Together, Siebel Systems and Janna will fully support all of their current customers and products and will offer a comprehensive upgrade path to the unified Siebel Financial Services product line. "The acquisition of Janna further strengthens and underscores our commitment to deliver the market-leading solution for the financial services industry," said David Schmaier, Senior Vice President Products, Siebel Systems, Inc. "Financial services industry expertise and a shared commitment to one hundred percent customer satisfaction make Janna a natural fit within Siebel Systems." "Janna's customers and employees will significantly benefit from the combined resources and technologies brought to the table by both parties," said William M. Tatham, chairman and CEO, Janna Systems, Inc. "We believe that becoming part of the clear global market leader will accelerate the realization of a definitive standard for eBusiness in financial services." Under the terms of the agreement, each outstanding share of Janna Systems Inc. common stock would be exchanged at a fixed exchange ratio of 0.4970 for newly issued shares of common stock of Siebel Systems or, with respect to Janna shareholders resident in Canada, 0.4970 of a newly issued, exchangeable share of a Canadian subsidiary of Siebel Systems that is currently exchangeable for Siebel Systems common stock. All outstanding stock options of Janna Systems Inc. would be assumed by Siebel Systems at the same exchange ratio. This would result in the issuance of up to approximately 11 million additional shares of common stock of Siebel Systems (after giving effect to the two-for-one split of the Company's common stock on September 8, 2000), representing a total current market value of approximately $975 million based on the closing price of common stock of Siebel Systems on September 11, 2000. The transaction is expected to be accounted for as a pooling of interests, and to qualify as a tax-free reorganization. The acquisition is subject to the approval of Janna Systems Inc.'s stockholders and appropriate government agencies, as well as the satisfaction of certain customary closing conditions. The transaction is expected to close in the fourth quarter 2000. About Siebel Systems Siebel Systems, Inc. (NASDAQ: SEBL) is the world's leading provider of eBusiness applications software. Siebel Systems provides an integrated family of eBusiness application software enabling multichannel sales, marketing and customer service systems to be deployed over the Web, call centers, field, reseller channels, retail and dealer networks. Siebel Systems' sales and service facilities are located in more than 28 countries. For more information, please visit Siebel Systems' Web site at www.siebel.com. -------------- About Janna Systems Janna Systems Inc. (TSE: JAN) is a leading provider of eRelationship Management (eRM) solutions for the financial services industry. Effective eRM enables enterprises to synchronize customer interactions across multiple channels, including the Internet, and to offer personalized Web "self-service" eBusiness solutions to their customers. As the Internet shifts power to consumers, enterprises implementing Janna's eRM solutions can exploit the capabilities of the Internet, allowing online collaboration, personalized e-commerce and sharing of information with customers. Janna Systems Inc. recorded $19,197,000 (CDN) in revenue in 1999. The Company's net income for 1999, including goodwill charges, was $3,758,000 (CDN) or 23 cents (CDN) per share (fully diluted). Janna recorded $18,946,000 (CDN) in revenue for the six months ended June 30, 2000. The Company's net income for the sixth months ended June 30, 2000, including goodwill charges, was $349,000 (CDN) or 1.7 cents (CDN) per share (fully diluted). The historical results of Janna are based upon Canadian accounting principles. There are expected to be certain adjustments to the historical results when they are conformed to U.S. accounting principles. These adjustments are expected to relate primarily to license revenue recognition and employee stock option compensation. Headquartered in Toronto, Canada, Janna has sales offices and partners worldwide. For more information about Janna and the Janna Enterprise Suite of applications, call 1-800-268-6107, e-mail info@janna.com, or visit the Janna web -------------- site at www.jana.com. ------------ # # # Media Contact: Kate Jobling Access Public Relations (650) 295-5455 publicrelations@siebel.com - -------------------------- Siebel is a trademark of Siebel Systems, Inc. and may be registered in certain jurisdictions. All other product and company names mentioned are the property of their respective owners and are mentioned for identification purposes only. Except for the historical information contained herein, this press release contains forward-looking statements that involve risk or uncertainties. The success of the acquisition and future operating results of Siebel Systems may differ from the results discussed or forecasted in the forward-looking statements due to factors that include, but are not limited to, risks associated with acquisitions, such as the potential inability to satisfy the closing conditions for the acquisition, potential difficulties in the assimilation of operations, strategies, technologies, methodologies and products of the acquired company, the risk of loss of key personnel of the acquired company, diversion of management attention from other business concerns, business risks including the risk of variations in quarterly operating results, significant current and expected additional competition and the need to continue to expand product distribution and services offerings. Further information on potential factors that could affect the financial results of Siebel Systems are included in Siebel Systems' Report on Form 10-K for the year ended December 31, 1999 and its other filings with the Securities and Exchange Commission. EX-99.2 4 0004.txt PRESS RELEASE OF SIEBEL DATED NOVEMBER 15, 2000 Exhibit 99.2 NEWS RELEASE Siebel Systems, Inc. Completes Acquisition of Janna Systems Inc. Extends Market Leadership for Multichannel eBusiness in Financial Services SAN MATEO, CA--Nov. 15, 2000--Siebel Systems, Inc. (Nasdaq: SEBL) announced today that it has closed its acquisition of Janna Systems Inc. Under the terms of the agreement, each outstanding common share of Janna Systems Inc. was exchanged at a fixed exchange ratio of 0.4970 for each newly issued share of common stock of Siebel Systems or, with respect to Janna shareholders who are residents of Canada, 0.4970 of each newly issued, exchangeable share of a Canadian subsidiary of Siebel Systems. The exchangeable shares will be listed on the Toronto Stock Exchange on or about Monday, November 20 and are exchangeable for Siebel Systems common stock on a one-for-one basis. All outstanding stock options of Janna Systems Inc. were assumed by Siebel Systems at the same exchange ratio. This transaction resulted in the issuance of approximately 10.9-million additional shares of common stock and options to purchase common stock of Siebel Systems, representing a total current market value of approximately $1.1-billion based on the closing price of common stock of Siebel Systems on November 15, 2000. The transaction will be accounted for as a pooling of interests. Janna products will extend and complement Siebel's current technology and product line for the financial services industry. Siebel Systems intends to fully support all of Janna's current customers and products, and to offer a comprehensive upgrade path to the unified Siebel Financial Services product line. About Siebel Systems Siebel Systems, Inc. (NASDAQ: SEBL) is the world's leading provider of eBusiness applications software. Siebel Systems provides an integrated family of eBusiness application software enabling multichannel sales, marketing and customer service systems to be deployed over the Web, call centers, field, reseller channels, retail and dealer networks. Siebel Systems' sales and service facilities are located in more than 28 countries. For more information, please visit Siebel Systems' Web site at www.siebel.com -------------- 1 About Janna Systems Janna Systems Inc. (TSE:JAN) is a leading provider of eRelationship Management (eRM) solutions for the financial services industry. Effective eRM enables enterprises to synchronize customer interactions across multiple channels, including the Internet, and to offer personalized Web "self-service" eBusiness solutions to their customers. As the Internet shifts power to consumers, enterprises implementing Janna's eRM solutions can exploit the capabilities of the Internet, allowing online collaboration, personalized e-commerce and sharing of information with customers. Headquartered in Toronto, Canada, Janna has sales offices and partners worldwide. For more information about Janna and the Janna Enterprise Suite of applications, call 1-800-268-6107, e-mail info@janna.com, or visit the Janna web --------------- site at www.janna.com. ------------- # # # Media Contact: Kate Jobling Access Public Relations (for Siebel Systems) 415-904-7070 kjobling@accesspr.com - --------------------- Siebel is a trademark of Siebel Systems, Inc. and may be registered in certain jurisdictions. All other product and company names mentioned are the property of their respective owners and are mentioned for identification purposes only. Except for the historical information contained herein, this press release contains forward-looking statements that involve risk or uncertainties. The success of the acquisition and future operating results of Siebel Systems may differ from the results discussed or forecasted in the forward-looking statements due to factors that include, but are not limited to, risks associated with acquisitions, such as potential difficulties in the assimilation of operations, strategies, technologies, methodologies and products of the acquired company, the risk of loss of key personnel of the acquired company, diversion of management attention from other business concerns, business risks including the risk of variations in quarterly operating results, significant current and expected additional competition and the need to continue to expand product distribution and services offerings. Further information on potential factors that could affect the financial results of Siebel Systems are included in Siebel Systems' Report on Form 10-Q for the quarterly period ended September 30, 2000 and its other filings with the Securities and Exchange Commission. Siebel Systems assumes no obligation to update the information in this press release. 2 -----END PRIVACY-ENHANCED MESSAGE-----