<PAGE>
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
<TABLE>
<CAPTION>
===================================================================================================================================
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
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
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</TABLE>
(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.
================================================================================
<PAGE>
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.
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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.
<PAGE>
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.
<PAGE>
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
