<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____________ TO _____________
COMMISSION FILE NUMBER: 0-20725
SIEBEL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-3187233
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4005 BOHANNON DRIVE
MENLO PARK, CA 94025
(Address of principal executive offices, including zip code)
(415) 329-6500
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [_] No [X]
The number of shares outstanding of the registrant's common stock,
par value $.001 per share, as of August 9, 1996 was 15,985,220.
<PAGE>
SIEBEL SYSTEMS, INC.
FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 1996
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION PAGE
----
Item 1. Financial Statements
a) Balance Sheets
as of June 30, 1996 and December 31, 1995 3
b) Statements of Operations
for the three and six months ended June 30, 1996
and 1995 4
c) Statements of Cash Flows
for the six months ended June 30, 1996 and 1995 5
d) Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURE 13
Page 2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SIEBEL SYSTEMS, INC.
BALANCE SHEETS
(In thousands, except per share data)
<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
------- -------
<S> <C> <C>
Assets
------
Current assets:
Cash and cash equivalents $13,870 $11,391
Accounts receivable 6,951 3,066
Deferred income taxes 314 314
Prepaids and other 721 440
------- -------
Total current assets 21,856 15,211
Property and equipment, net 2,510 863
Other assets 356 17
------- -------
Total assets $24,722 $16,091
======= =======
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Accounts payable $ 773 $ 493
Accrued expenses 2,932 1,075
Income taxes payable 333 395
Deferred revenue 8,024 4,166
------- -------
Total current liabilities 12,062 6,129
------- -------
Deferred income taxes 28 28
Total liabilities 12,090 6,157
Stockholders' equity:
Convertible preferred stock; $.001 par value;
10,000 shares authorized; 4,906 and 5,104
shares issued and outstanding in 1995 and
1996, respectively 5 5
Common stock; $.001 par value; 35,000 shares
authorized; 8,249 and 8,787 shares issued
and outstanding in 1995 and 1996,
respectively 9 8
Additional paid-in capital 13,135 9,999
Notes receivable from stockholders (520) (13)
Deferred compensation (1,212) (381)
Retained earnings 1,215 316
------- -------
Total stockholders' equity 12,632 9,934
------- -------
Total liabilities and stockholders' equity $24,722 $16,091
======= =======
</TABLE>
See accompanying notes to financial statements.
Page 3
<PAGE>
SIEBEL SYSTEMS, INC.
STATEMENTS OF OPERATIONS
(unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------- -------------------
1996 1995 1996 1995
------- ------- ------- -------
<S> <C> <C> <C> <C>
Revenues:
Software $ 6,736 $ 1,186 $11,138 $ 1,186
Maintenance and other 810 98 1,117 128
------- ------- ------- -------
Total revenues 7,546 1,284 12,255 1,314
Cost of revenues:
Software 10 4 36 4
Maintenance and other 423 47 765 56
------- ------- ------- -------
Total cost of revenues 433 51 801 60
------- ------- ------- -------
Gross margin 7,113 1,233 11,454 1,254
Operating expenses:
Product development 1,164 621 2,151 1,237
Sales and marketing 4,053 406 6,606 862
General and administrative 838 181 1,428 338
------- ------- ------- -------
Total operating expenses 6,055 1,208 10,185 2,437
------- ------- ------- -------
Operating income (loss) 1,058 25 1,269 (1,183)
Other income, net 110 45 229 53
------- ------- ------- -------
Income (loss) before
income taxes 1,168 70 1,498 (1,130)
Income tax expense (benefit) 467 28 599 (452)
------- ------- ------- -------
Net income (loss) $ 701 $ 42 $ 899 $ (678)
======= ======= ======= =======
Net income (loss) per share $ 0.04 $ -- $ 0.05 $ (0.04)
======= ======= ======= =======
Shares used in net income
(loss) per share
computation 17,081 16,777 16,955 15,379
======= ======= ======= =======
</TABLE>
See accompanying notes to financial statements.
Page 4
<PAGE>
SIEBEL SYSTEMS, INC.
STATEMENTS OF CASH FLOWS
(unaudited)
(In thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
--------------------
1996 1995
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 899 $ (678)
Adjustments to reconcile net income (loss)
to net cash provided by (used in)
operating activities:
Compensation related to stock options 109 -
Depreciation and amortization 346 66
Loss on disposal of property and equipment 40 -
Changes in operating assets and liabilities:
Accounts receivable (3,885) (463)
Prepaids and other (281) (604)
Other assets (339) 12
Accounts payable 280 65
Accrued expenses 1,857 162
Income taxes payable (62) -
Deferred revenue 3,858 785
------- -------
Net cash provided by (used in)
operating activities 2,822 (655)
------- -------
Cash used in investing activities -- purchase of
property and equipment (2,033) (182)
------- -------
Cash flows from financing activities:
Proceeds from issuance of common stock 665 2
Repurchases of common stock - (7)
Proceeds from issuance of preferred stock 1,532 4,480
Issuance of stockholder notes (507) (12)
------- -------
Net cash provided by financing activities 1,690 4,463
------- -------
Change in cash and cash equivalents 2,479 3,626
Cash and cash equivalents, beginning of period 11,391 1,017
------- -------
Cash and cash equivalents, end of period $13,870 $ 4,643
======= =======
Supplemental disclosures of cash flows information:
Cash paid for income taxes $ 612 $ -
======= =======
Noncash investing and financing activities:
Conversion of partnership units into common
stock and Series A preferred stock $ - $ 1,153
======= =======
</TABLE>
See accompanying notes to financial statements.
Page 5
<PAGE>
SIEBEL SYSTEMS, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared on
substantially the same basis as the audited financial statements, and in
the opinion of management include all adjustments, consisting only of
normal recurring adjustments, necessary for their fair presentation. The
interim results presented are not necessarily indicative of results for
any subsequent quarter or for the year ending December 31, 1996.
For information as to the significant accounting policies followed by the
Company and other financial and operating information, see the Company's
Form S-1 as filed with the Securities and Exchange Commission on June 27,
1996. These financial statements should be read in conjunction with the
financial statements included in that Form S-1.
2. NET INCOME (LOSS) PER SHARE
Net income (loss) per share is computed based on weighted average number of
common and preferred shares outstanding and is adjusted for shares issuable
upon the exercise of stock options (unless antidilutive) using the treasury
stock method.
3. INITIAL PUBLIC OFFERING
On July 3, 1996 (the "Closing Date"), the Company closed an initial public
offering (the "Offering") of 2,257,450 shares of its common stock, which
were comprised of 2,094,450 shares sold by the Company (including 294,450
shares to cover over-allotments) and 163,000 shares sold by selling
stockholders. The net proceeds to the Company of $33,113,000 from this
Offering (prior to expenses) were received by the Company on the Closing
Date, and, therefore, are not reflected in the balance sheet as of June 30,
1996. Simultaneous with the closing of the Offering, all outstanding shares
of Preferred Stock were converted to Common Stock on a one-for-one basis.
4. ACCRUED EXPENSES
<TABLE>
<CAPTION>
- - -------------------------------------------------------------------------------
June 30, December 31,
(In thousands) 1996 1995
<S> <C> <C>
- - -------------------------------------------------------------------------------
(unaudited)
Bonuses $ 570 $ 133
Commissions 755 152
Vacation 180 79
Sales tax 461 486
Accrued marketing 365 16
Other 601 209
- - -------------------------------------------------------------------------------
$2,932 $1,075
- - -------------------------------------------------------------------------------
</TABLE>
5. RELATED PARTY TRANSACTION
During the three month period ended June 30, 1996, the Company had revenues
of $500,000 (7% of total revenues) from a related party which was then a
holder of the Company's preferred stock. There were no receivables
outstanding at June 30, 1996 from this related party.
Page 6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
THIS FORM 10-Q CONTAINS FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND
UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY FROM THE
RESULTS DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT
CAUSE SUCH A DIFFERENCE INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED UNDER
THE CAPTION "RISK FACTORS" IN THE COMPANY'S REGISTRATION STATEMENT ON FORM S-1.
ANY SUCH FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE SUCH STATEMENTS
ARE MADE.
OVERVIEW
Siebel Systems, Inc. is an industry leading provider of enterprise-class sales
and marketing information software systems. The Company designs, develops,
markets, and supports Siebel Sales Enterprise, a leading Internet-enabled,
object oriented client/server application software product family designed to
meet the sales and marketing information system requirements of even the largest
multi-national organizations.
Approximately 93% of the Company's revenues to date have been derived from
non-recurring license fees of the Siebel Sales Enterprise product family. The
remaining revenues are primarily attributable to lower margin maintenance and
other revenues, including training revenues. The Company does not intend to
provide a material amount of integration and other services related to its
products. Accordingly, the Company currently expects that license revenues from
Siebel Sales Enterprise will continue to account for a substantial majority of
the Company's revenues for the remainder of 1996 and for the foreseeable future.
As a result, factors adversely affecting the pricing of or demand for Siebel
Sales Enterprise could have a material adverse effect on the Company's business,
operating results and financial condition. Most of the Company's revenues to
date have been derived from one-time license fees from customers who have
received a perpetual license to the Company's products. The Company intends to
also offer its customers the ability to license its products on a monthly or
other short-term basis. The Company expects that these shorter term license
fees could, in the future, constitute an increasing portion of its software
revenues. If these shorter term fee payments increase as a percentage of total
revenues, the Company believes it will be able to alleviate somewhat the
periodic revenue concentration from one-time non-recurring licenses.
A relatively small number of customers account for a significant percentage of
the Company's license revenues. For 1995 and the first six months of 1996, sales
to the Company's ten largest customers accounted for 93% and 82% of total
revenues, respectively. The Company expects that licenses of its products to a
limited number of customers will continue to account for a large percentage of
revenue for the foreseeable future. The license of the Company's software
products is often an enterprise-wide decision by prospective customers and
generally requires the Company to provide a significant level of education to
prospective customers regarding the use and benefits of the Company's products.
In addition, the implementation of the Company's products involves a significant
commitment of resources by prospective customers and is commonly associated with
substantial reengineering efforts which may be performed by the customer or
third-party system integrators. The cost to the customer of the Company's
product is typically only a portion of the related hardware, software,
development, training and integration costs of implementing a large-scale sales
and marketing information system. For these and other reasons, the sales and
implementation cycles associated with the license of the Company's products is
often lengthy (ranging to date from between two and twenty-four months from
initial contact to product implementation) and is subject to a number of
significant delays over which the Company has little or no control. Given these
factors and the expected customer concentration, the loss of a major customer or
any reduction or delay in sales to or implementations by such customers could
have a material adverse effect on the Company's business, operating results, and
financial condition.
As of June 30, 1996, many of the Company's customers were in the pilot phase of
implementation of Siebel Sales Enterprise. None of the Company's customers has
completed the enterprise-wide development and deployment of Siebel Sales
Enterprise, and many have not yet commenced such deployment. As a result, the
Company's products are currently being used by only a limited number of sales
professionals. If any of the Company's customers are not able to customize and
deploy Siebel Sales Enterprise successfully and on a timely basis to the number
of anticipated
Page 7
<PAGE>
users, the Company's reputation could be significantly damaged, which could have
a material adverse effect on the Company's business, operating results and
financial condition.
The Company markets its products in the United States through its direct sales
force and internationally through its sales force and a distributor in Japan.
International revenues accounted for 12% and 10% of total revenues in 1995 and
the first six months of 1996, respectively. The Company is increasing its
international sales force and seeking to establish distribution relationships
with appropriate strategic partners and expects international revenues will
account for an increasing portion of total revenues in the future. As a result,
failure to cost-effectively maintain or increase international sales could have
a material adverse effect on the Company's business, operating results and
financial condition.
The Company's limited operating history makes the prediction of future
operating results difficult. Prior growth rates in the Company's revenue and net
income should not be considered indicative of future operating results. Future
operating results will depend upon many factors, including the demand for the
Company's products, the level of product and price competition, the length of
the Company's sales cycle, the size and timing of individual license
transactions, the delay or deferral of customer implementations, the Company's
relationships with systems integrators, the Company's success in expanding its
direct sales force, indirect distribution channels and customer support
organization, the timing of new product introductions and product enhancements,
the mix of products and services sold, levels of international sales, activities
of and acquisitions by competitors, the timing of new hires, changes in foreign
currency exchange rates, the ability of the Company to develop and market new
products and control costs and the ability to attract and retain key personnel.
There can be no assurance that any of the Company's business or strategies will
be successful or that the Company will be able to sustain profitability on a
quarterly or annual basis.
The Company's sales generally reflect a relatively high amount of revenues per
order. The loss or delay of individual orders, therefore, can have a
significant impact on the revenues and quarterly results of the Company. The
timing of license revenue is difficult to predict because of the length of the
Company's sales cycle, which to date has ranged from two to eighteen months from
initial contact to the execution of a license agreement. Because the Company's
operating expenses are based on anticipated revenue trends and because a high
percentage of the Company's expenses are relatively fixed, a delay in the
recognition of revenue from a limited number of license transactions could cause
significant variations in operating results from quarter to quarter and could
result in losses. To the extent such expenses precede, or are not subsequently
followed by, increased revenues, the Company's operating results would be
materially adversely affected. As a result of these and other factors, revenues
for any quarter are subject to significant variation, and the Company believes
that period-to-period comparisons of its results of operations are not
necessarily meaningful and should not be relied upon as indications of future
performance. It is likely that in some future quarter the Company's operating
results will be below the expectations of public market analysts and investors.
In such event, the price of the Company's Common Stock would likely be adversely
affected.
To date, the Company has not experienced significant seasonality of operating
results. The Company expects that future revenues for any period may be
affected by the fiscal or quarterly budget cycles of its customers.
RESULTS OF OPERATIONS
Revenues
- - --------
Software. License revenues increased to $6,736,000 for the three months ended
- - --------
June 30, 1996 from $1,186,000 for the three months ended June 30, 1995. For
the six months ended June 30, 1996, license revenues increased to $11,138,000
from $1,186,000 for the six months ended June 30, 1995. License revenues
increased during these periods from the respective prior year periods due to an
increase in the number of licenses of Siebel Sales Enterprise. This increase
in the number of licenses was primarily due to the increased market and customer
awareness of the Siebel Sales Enterprise product family, and, to a lesser
degree, an expansion of the Company's direct sales organization.
Maintenance and Other. Maintenance and other revenues increased to $810,000 for
- - ---------------------
the three months ended June 30, 1996 from $98,000 for the three months ended
June 30, 1995. For the six months ended June 30, 1996, maintenance and other
revenues increased to $1,117,000 from $128,000 for the six months ended June 30,
1995. These increases were due to the more widespread licensing of products to
customers pursuant to agreements with a maintenance component. Earlier licenses
typically involved pilot installations which did not include maintenance.
Page 8
<PAGE>
Cost of Revenues
- - ----------------
Software. Cost of software license revenues includes product packaging,
- - --------
documentation and production. Cost of license revenues through June 30, 1996
have averaged less than 1% of software license revenues. All costs incurred in
the research and development of software products and enhancements to existing
products have been expensed as incurred, and, as a result, cost of license
revenues includes no amortization of capitalized software development costs.
Maintenance and Other. Cost of maintenance and other revenues consists
- - ---------------------
primarily of personnel, facility and systems costs incurred in providing
customer support. Cost of maintenance and other revenues aggregated $423,000 for
the three months ended June 30, 1996 and $47,000 for the three months ended June
30, 1995. For the six months ended June 30, 1996, cost of maintenance and other
revenues increased to $765,000 from $56,000 for the six months ended June 30,
1995. These increases were due to the costs of providing services under the
increasing number of licenses with a maintenance component and the increasing
fixed costs resulting from the Company's expansion of its maintenance and
support organization. The Company expects that maintenance and other costs will
continue to increase in absolute dollar amounts as the Company expands its
customer support organization to meet anticipated customer demands in connection
with product implementation.
Operating Expenses
- - ------------------
Product Development. Product development expenses include expenses associated
- - -------------------
with the development of new products, enhancements of existing products and
quality assurance activities, and consist primarily of employee salaries,
benefits, consulting costs and the cost of software development tools. Product
development expenses increased to $1,164,000 for the three months ended June 30,
1996 from $621,000 for the three months ended June 30, 1995. For the six months
ended June 30, 1996, product development expenses increased to $2,151,000 from
$1,237,000 for the six months ended June 30, 1995. These expenses decreased, as
a percentage of total revenues, to approximately 15% for the second quarter of
1996 from approximately 48% for the second quarter of 1995. The increases in
the dollar amount of product development expenses were primarily attributable to
costs of additional personnel in the Company's product development operations.
The Company anticipates that it will continue to devote substantial resources
to product development and that product development expenses will increase in
absolute dollar amount but are expected to decline somewhat as a percentage of
total revenues from the level of the first six months of 1996.
Sales and Marketing. Sales and marketing expenses consist primarily of
- - -------------------
salaries, commissions and bonuses earned by sales and marketing personnel, field
office expenses, travel and entertainment and promotional expenses. Sales and
marketing expenses increased to $4,053,000 for the three months ended June 30,
1996 from $406,000 for the three months ended June 30, 1995. For the six months
ended June 30, 1996, sales and marketing expenses increased to $6,606,000 from
$862,000 for the six months ended June 30, 1995. These expenses increased, as a
percentage of total revenues, to approximately 54% in the second quarter of 1996
from approximately 32% for the second quarter of 1995. The increases in the
dollar amount of expenditures on sales and marketing and the increases in these
expenses, as a percentage of total revenues, reflect primarily the hiring of
additional sales and marketing personnel and, to a lesser degree, costs
associated with expanded promotional activities. The Company expects that sales
and marketing expenses will continue to increase in absolute dollar amount as
the Company continues to expand its sales and marketing efforts, establishes
additional sales offices and increases promotional activities. These expenses
are expected to remain at approximately the same percentage of total revenues as
the first six months of 1996.
General and Administrative. General and administrative expenses consist
- - --------------------------
primarily of salaries and occupancy costs for administrative, executive and
finance personnel. These expenses increased to $838,000 for the three months
ended June 30, 1996 from $181,000 for the three months ended June 30, 1995. For
the six months ended June 30, 1996, general and administrative expenses
increased to $1,428,000 from $338,000 for the six months ended June 30, 1995.
These expenses decreased, as a percentage of total revenues, to approximately
11% in the second quarter of 1996 from approximately 14% in the second quarter
of 1995. The increases in the dollar amount of general and administrative
expenses were primarily due to increased staffing and associated expenses
necessary to manage and support the Company's increased scale of operations.
The Company believes that its general and administrative expenses will continue
to increase in absolute dollar amount as a result of the anticipated expansion
of the
Page 9
<PAGE>
Company's administrative staff to support growing operations and directors' and
officers' insurance premiums and other expenses associated with being a public
company. The Company anticipates that its general and administrative expenses as
a percentage of total revenues should decrease somewhat in the future from the
level of the first six months of 1996.
Other Income, Net
- - -----------------
Other income, net is primarily comprised of interest income earned on the
Company's cash and cash equivalents and reflects earnings on increasing cash
balances during 1996.
Provision for Income Taxes
- - --------------------------
Income taxes have been provided at an effective rate of 40%, which is comprised
primarily of federal and state taxes. The Company accounts for income taxes
in accordance with Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes."
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash and cash equivalents totaled $13,870,000 at June 30, 1996,
representing approximately 56% of total assets. As of June 30, 1996, the
Company's cash and cash equivalents increased by $2,479,000 from the Company's
cash and cash equivalents as of December 31, 1995. This increase was primarily
attributable to net income, proceeds from issuance of common stock and preferred
stock, and increases in accrued expenses and deferred revenue, partially offset
by increases in accounts receivable and stockholder notes.
The Company received approximately $33.1 million in proceeds (prior to expenses)
in connection with the initial public offering of it's Common Stock (the
"Offering") on July 3, 1996. Such proceeds are therefore not reflected in the
Company's financial statements as of June 30, 1996. See Note 3 of the Notes to
Financial Statements.
The Company intends to use the net proceeds of the Offering primarily for
working capital and other general corporate purposes, including expansion of
general sales and marketing and customer support activities to accommodate
anticipated growth i the Company's business and customer base. The amounts
actually expended by the Company for working capital purposes will vary
significantly depending upon a number of factors, including future revenue
growth, if any, the amount of cash generated by the Company's operations and the
progress of the Company's product development effort. In addition, the Company
may make one or more acquisitions of complementary technologies, products or
business which broaden or enhance the Company's current product offerings.
However, the Company has no specific plans, agreements or commitments, oral or
written, and is not currently engaged in any negotiations for any such
acquisition. Pending the uses described above, the net proceeds of the Offering
have been invested in short-term, interest-bearing, investment-grade securities.
Prior to the end of 1996, the Company intends to move its principal
administrative, sales, marketing, support and research and development
operations to a 66,000 square foot site in San Mateo, California. The Company
currently has no material commitments for capital expenditures other than
expenditures for leasehold improvements and other costs associated with the
relocation of its principal operations and normal purchases of property and
equipment, primarily computer workstations used for product development,
demonstration and customer support purposes.
The Company believes that the net proceeds from the Offering, together with its
existing cash and cash equivalents and the anticipated cash flows from
operations, will be adequate to meet its cash needs for working capital and
capital expenditures for at least the next twelve months.
Page 10
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is engaged in certain legal proceedings as disclosed in the
Company's Registration Statement on Form S-1. There were no significant changes
to these legal proceedings in the three months ended June 30, 1996.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the quarter ended June 30, 1996, the following matters were voted on and
approved by the written consent of the requisite number of outstanding shares of
Common and Preferred Stock of the predecessor corporation prior to its
reincorporation in Delaware and prior to the registration of the Company's
Common Stock under the Securities Exchange Act of 1934, as amended:
1. The approval of the Company's Employee Stock Purchase Plan and the
reservation of 350,000 shares of Common Stock for issuance pursuant to
such plan.
2. The approval of the Company's reincorporation in Delaware pursuant to the
Agreement and Plan of Merger between the Company and the California
predecessor of the Company.
3. The approval of the Company's Restated Certificate of Incorporation to
authorize 40,000,000 shares of Common Stock and 2,000,000 shares of
Preferred Stock.
4. The approval of the Indemnity Agreements between the Company and each of
the Company's officers and directors.
5. The approval of the Company's 1996 Equity Incentive Plan.
ITEM 5. OTHER INFORMATION
Pehong Chen, Ph.D., a member of the Board of Directors, resigned July 17, 1996.
Page 11
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit
Number Description of Document
------ -----------------------
(1) 3.1 Restated Certificate of Incorporation of the Registrant.
(1) 3.2 Bylaws of the Registrant.
(1) 4.1 Reference is made to Exhibits 3.1 and 3.2.
(1) 4.2 Specimen Stock Certificate.
(1) 4.3 Restated Investor Rights Agreement, dated December 1, 1995,
between the Registrant and certain investors, as amended
April 30, 1996.
(1) 4.4 Amendment Number 2 to the Amended and Restated Investor
Rights Agreement dated June 14, 1996.
(1) 10.1 Registrant's 1996 Equity Incentive Plan, and forms of
incentive and nonstatutory stock options.
(1) 10.2 Registrant's Employee Stock Purchase Plan.
(1) 10.3 Form of Indemnity Agreement entered into between the
Registrant and its officers and directors.
(1) 10.4 Industrial Real Estate Lease, dated November 10, 1994,
between the Registrant and WVP Income Plus, III, as
amended March 15, 1996.
(1) 10.5 Lease Agreement, dated December 8, 1995, between the
Registrant and Bohannon Trust Partnership, as amended
December 13, 1995.
(1)(2) 10.6 Master Alliance Agreement, dated March 17, 1995, between
the Registrant and Andersen Consulting LLP.
(1)(2) 10.7 Software License and Services Agreement, dated March 29,
1996, by and between the Registrant and Montgomery
Securities.
(1)(2) 10.8 Strategic Alliance and Software License Agreement, dated
December 12, 1995, by and among the Registrant, Itochu
Techno-Science Corporation and Itochu Corporation.
(1) 10.9 Assignment Agreement, dated September 20, 1995, by and
between the Registrant and Thomas M. Siebel.
(1) 10.10 Lease Agreement, dated June 4, 1996, by and between the
Registrant and Crossroad Associates and Clocktower
Associates.
11.1 Statement Regarding Computation of Net Income (Loss) Per
Share.
27.1 Financial Data Schedule.
(1) Incorporated by reference to the Company's Registration Statement on
Form S-1 (No. 333-03751), as amended.
(2) Confidential treatment has been granted with respect to portions of
this exhibit.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the period.
ITEMS 2 AND 3 ARE NOT APPLICABLE AND HAVE BEEN OMITTED.
Page 12
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SIEBEL SYSTEMS, INC.
Date: August 14, 1996 By: /s/ Justin R. Dooley
------------------------------
Justin R. Dooley
Vice President Finance and Administration
(Principal Financial and Accounting Officer)
Page 13
<PAGE>
EXHIBIT 11.1
SIEBEL SYSTEMS, INC.
STATEMENT REGARDING COMPUTATION OF NET INCOME (LOSS) PER SHARE
(In thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30 June 30
------------------- -------------------
1996 1995 1996 1995
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net income (loss) $ 701 $ 42 $ 899 $ (678)
======= ======= ======= =======
Weighted average number of
shares outstanding
Common stock 8,721 7,992 8,540 8,047
Preferred stock, as if converted 5,012 4,211 4,959 3,427
Number of common stock equivalents as a result of stock
options outstanding using the treasury stock method(1) 529 669 534 -
Number of common stock issued and stock options granted in
accordance with SAB No. 83 2,819 3,905 2,922 3,905
------- ------- ------- -------
Shares used in net income (loss) per share computation 17,081 16,777 16,955 15,379
======= ======= ======= =======
Net income (loss) per share $ 0.04 $ 0.00 $ 0.05 $ (0.04)
======= ======= ======= =======
</TABLE>
(1) Common equivalent shares from outstanding stock options are not included in
six months ended June 30, 1995 calculations as they are antidilutive.
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> APR-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 13,870
<SECURITIES> 0
<RECEIVABLES> 6,951
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 21,856
<PP&E> 2,510
<DEPRECIATION> 0
<TOTAL-ASSETS> 24,722
<CURRENT-LIABILITIES> 12,062
<BONDS> 0
0
5
<COMMON> 9
<OTHER-SE> 12,618
<TOTAL-LIABILITY-AND-EQUITY> 24,722
<SALES> 6,736
<TOTAL-REVENUES> 7,546
<CGS> 10
<TOTAL-COSTS> 433
<OTHER-EXPENSES> 6,055
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 110
<INCOME-PRETAX> 1,168
<INCOME-TAX> 467
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 701
<EPS-PRIMARY> 0
<EPS-DILUTED> 0.04
</TABLE>
