-----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, IUziDUl1DBDzd67N91OYxGDruAuTDsVKgqtoyAQIZ2EvxdSciXHmc+9K38UWEp6m wQDBR2rgxhGjBEwgMAm2ug== 0001012870-97-000650.txt : 19970401 0001012870-97-000650.hdr.sgml : 19970401 ACCESSION NUMBER: 0001012870-97-000650 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970331 EFFECTIVENESS DATE: 19970331 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 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-22763 FILM NUMBER: 97571748 BUSINESS ADDRESS: STREET 1: 1885 SOUTH GRANT STREET CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 4158435000 MAIL ADDRESS: STREET 1: 1885 SOUTH GRANT STREET CITY: SAN MATEO STATE: CA ZIP: 94402 S-8 POS 1 FORM S-8 POST EFFECTIVE AMENDMENT As filed with the Securities and Exchange Commission on March 31,1997 Registration No. 333-22763 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO 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) 1996 EQUITY INCENTIVE PLAN EMPLOYEE STOCK PURCHASE PLAN (Full title of the plans) THOMAS M. SIEBEL CHAIRMAN AND CHIEF EXECUTIVE OFFICER SIEBEL SYSTEMS, INC. 1855 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 $17.125 $108,077,245 $32,750.69 additional grants under the 1996 Equity Incentive Plan - ------------------------------------------------------------------------------------------------------------------------------------ Shares issuable pursuant to 1,000,000 $17.125 $ 17,125,000 $ 5,189.39 the Employee Stock Purchase Plan - ------------------------------------------------------------------------------------------------------------------------------------ Proposed Maximum Offering $162,223,371 Price - ------------------------------------------------------------------------------------------------------------------------------------ Registration Fee $49,158.60 ===================================================================================================================================
(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 28, 1998 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. (3) 5. Opinion of Cooley Godward LLP. 23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors. (3) 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this Registration Statement. (3) 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. (3) Previously Filed 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 31, 1997. SIEBEL SYSTEMS, INC. /s/ Howard H. Graham -------------------- Howard H. Graham Senior Vice President, Finance and Administration and Chief Financial Officer 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 - --------- ----- ---- *Thomas M. Siebel Chairman, Chief March 31, 1997 - ----------------------------- Executive Officer and Thomas M. Siebel Director (Principal Executive Officer) /s/ Howard H. Graham Senior Vice President, March 31, 1997 - ----------------------------- Finance and Howard H. Graham Administration and Chief Financial Officer (Principal Financial Officer) *James C. Gaither Director March 31, 1997 - ----------------------------- James C. Gaither *Eric E. Schmidt Director March 31, 1997 - ----------------------------- Eric E. Schmidt *Charles R. Schwab Director March 31, 1997 - ----------------------------- Charles R. Schwab *George T. Shaheen Director March 31, 1997 - ----------------------------- George T. Shaheen Director March 31, 1997 - ----------------------------- A. Michael Spence *By: /s/ Howard H. Graham -------------------------- Howard H. Graham Attorney-In-Fact 3. 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. (3) 5. Opinion of Cooley Godward LLP. 23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors. (3) 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this Registration Statement. (3) 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. (3) Previously Filed 4. EX-23.1 2 CONSENT OF KPMG PEAT MARWICK EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Siebel Systems, Inc.: We consent to incorporation by reference in the Post-Effective Amendment No. 1 to the registration statement (No. 333-22763) on Form S-8 of Siebel Sytems, Inc. of our report dated January 17, 1997, relating to the consolidated balance sheets of Siebel Systems, Inc. and subsidiary as of December 31, 1995 and 1996, and the related consolidated statements of operations, stockholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1996, and the related financial statement schedule, which report appears in the December 31, 1996 annual report on Form 10-K of Siebel Systems, Inc. KPMG Peat Marwick LLP San Jose, California March 31, 1997 -----END PRIVACY-ENHANCED MESSAGE-----