<PAGE> 1
As filed with the Securities and Exchange Commission on July 11, 1996,
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SIEBEL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-3187233
State of Incorporation I.R.S. Employer Identification No.
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4005 Bohannon Drive
Menlo Park, California 94025
(415) 329-6500
(Address and telephone number of principal executive offices)
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1996 Equity Incentive Plan
Employee Stock Purchase Plan
(Full title of the plans)
Thomas M. Siebel
Chairman, Chief Executive Officer and President
4005 Bohannon Drive
Menlo Park, California 94025
(415) 329-6500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-----------------------
Copies to:
Eric C. Jensen, Esq.
Cooley Godward Castro Huddleson & Tatum
3000 Sand Hill Road, Bldg. 3, Suite 230
Menlo Park, California 94025
(415) 843-5000
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<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Stock Options and
Common Stock (par
value $.001) 5,483,790 $4.21 & $28.375 $49,205,254.50 $16,968.00
================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and
aggregate offering price are based upon the average of the high and low
prices of Registrant's Common Stock on July 8, 1996 as reported on
the Nasdaq National Market.
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The chart below details the calculations of the registration fee.
<TABLE>
<CAPTION>
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NUMBER OF OFFERING PRICE AGGREGATE
SECURITIES SHARES PER SHARE OFFERING PRICE
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<S> <C> <C> <C>
Shares issuable pursuant to
outstanding options under
the 1996 Equity Incentive
Plan 4,402,950 $4.21 $18,536,419.50
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Shares available for
additional grants under the
1996 Equity Incentive Plan 730,840 $28.375 $20,737,585
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Shares issuable pursuant to
the Employee Stock
Purchase Plan 350,000 $28.375 $ 9,931,250
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Proposed Maximum
Offering Price $49,205,254.50
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x .000344827
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Registration Fee $16,968.00
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</TABLE>
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
<PAGE> 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Siebel Systems, Inc. (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference into this Registration Statement:
(a) The Registrant's latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the "Securities Act"), that
contains audited financial statements for the Registrant's latest fiscal year
for which such statements have been filed.
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the end
of the fiscal year covered by the annual reports, the prospectus or the
registration statement referred to in (a) above.
(c) The description of the Registrant's Common Stock ("Common Stock")
which is contained in the Registration Statement Form 8-A filed under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment, which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
of this Registration Statement from the date of the filing of such reports and
documents.
DESCRIPTION OF SECURITIES
Not Applicable.
INTERESTS OF NAMED EXPERTS AND COUNSEL
As of July 10, 1996, attorneys affiliated with Cooley Godward Castro
Huddleson & Tatum ("Cooley Godward") beneficially owned through an investment
partnership an aggregate of 28,000 shares of Common Stock and James C. Gaither,
a director of the Company and a partner of Cooley Godward, owned 88,000 shares
of Common Stock and has an option to purchase 22,000 shares of Common Stock.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Bylaws provide that the Registrant will indemnify its
directors and executive officers and may indemnify its other officers, employees
and other agents to the fullest extent permitted by Delaware law. The Registrant
is also empowered under its Bylaws to enter into indemnification contracts with
its directors and officers and to purchase insurance on behalf of any person it
is required or permitted to indemnify. Pursuant to this provision, the
Registrant has entered into indemnity agreements with each of its directors and
executive officers.
In addition, the Registrant's Certificate of Incorporation provides
that, to the fullest extent permitted by Delaware law, the Registrant's
directors will not be liable for monetary damages for breach of the directors'
fiduciary duty of care to the Registrant and its stockholders. This provision in
the Certificate of Incorporation does not eliminate the duty of care, and, in
appropriate circumstances, equitable remedies such as an injunction or other
forms of non-monetary relief would remain available under Delaware law. Each
director will continue to be subject to liability for breach of director's duty
of loyalty to the Registrant, for acts or omissions not in good faith or
involving intentional misconduct, for knowing violation of the law, for any
transaction from which the director derived an improper personal benefit, for
improper transactions between the director and the Registrant, and for improper
distribution to stockholders and loans to directors and officers. This provision
also does not affect a
1.
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director's responsibilities under any other laws, such as federal and state
securities laws or state and federal environmental laws.
EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
EXHIBITS
EXHIBIT
NUMBER
(1)4.1 Restated Certificate of Incorporation of the Registrant
(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 Number 2 to the Amended and Restated Investor Rights
Agreement dated June 14, 1996
5.1 Opinion of Cooley Godward Castro Huddleson & Tatum
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors
23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained
in Exhibit 5 to this Registration Statement
24.1 Power of Attorney is contained on the signature pages
(1)99.1 1996 Equity Incentive Plan
(1)99.2 Form of Nonstatutory Stock Option
(1)99.3 Form of Incentive Stock Option
(1)99.4 Employee Stock Purchase Plan
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(1) Filed as an exhibit to the Registrant's Registration Statement on Form
S-1 (No. 333-03751), as amended through the date hereof, and incorporated
herein by reference.
2.
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UNDERTAKINGS
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) (Section 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration Statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not
apply if the Registration Statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
3.
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director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
4.
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SIGNATURES
Pursuant to the requirements of the Securities Act 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 Menlo Park, State of California, on July 10, 1996.
SIEBEL SYSTEMS, INC.
By: /s/ Thomas M. Siebel
--------------------------------
Thomas M.Siebel
Chairman, President
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 Justin R. Dooley,
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.
5.
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Thomas M. Siebel President, Chief Executive Officer July 10, 1996
- --------------------------------- and Chairman of the Board
(Thomas M. Siebel) (Principal Executive Officer)
/s/ Justin R. Dooley Vice President Finance and July 10, 1996
- --------------------------------- Administration (Principal Financial
(Justin R. Dooley) and Accounting Officer)
/s/ Pehong Chen Director July 10, 1996
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(Pehong Chen)
/s/ James C. Gaither Director July 10, 1996
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(James C. Gaither)
/s/ Eric E. Schmidt Director July 10, 1996
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(Eric E. Schmidt)
/s/ Charles R. Schwab Director July 10, 1996
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(Charles R. Schwab)
/s/ George T. Shaheen Director July 10, 1996
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(George T. Shaheen)
/s/ A. Michael Spence Director July 10, 1996
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(A. Michael Spence)
</TABLE>
6.
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EXHIBIT INDEX
EXHIBIT
NUMBER
(1)4.1 Restated Certificate of Incorporation of the Registrant
(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 Number 2 to the Amended and Restated Investor Rights
Agreement dated June 14, 1996
5.1 Opinion of Cooley Godward Castro Huddleson & Tatum
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors
23.2 Consent of Cooley Godward Castro Huddleson & Tatum is contained in
Exhibit 5 to this Registration Statement
24.1 Power of Attorney is contained on the signature pages
(1)99.1 1996 Equity Incentive Plan
(1)99.2 Form of Nonstatutory Stock Option
(1)99.3 Form of Incentive Stock Option
(1)99.4 Employee Stock Purchase Plan
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(1) Filed as an exhibit to the Registrant's Registration Statement on Form S-1
(No. 333-03751), as amended through the date hereof, and incorporated
herein by reference.
7.
<PAGE> 1
July 10, 1996
SIEBEL SYSTEMS, INC.
4005 BOHANNON DRIVE
MENLO PARK, CA 94025
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Siebel Systems, Inc. (the "Registrant") of a registration
statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 5,483,790 shares of the
Registrant's common stock, $.001 par value, (the "Shares") pursuant to the
Company's 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 Prospectuses, the Company's Certificate of Incorporation and Bylaws, 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 Prospectuses 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 CASTRO
HUDDLESON & TATUM
By: /s/ Eric C. Jensen
-------------------------
Eric C. Jensen
<PAGE> 1
CONSENT OF INDEPENDENT AUDITORS
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 report dated April 26, 1996, except as to
Note 7, which is as of May 14, 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 on Form S-1 of
Siebel Systems, Inc.
KPMG Peat Marwick LLP
San Jose, California
July 10, 1996
