<PAGE>
As filed with the Securities and Exchange Commission on March 4,1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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.)
1885 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.
1885 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
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<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 $16.875 $106,499,475 $32,272.57
additional grants under the
1996 Equity Incentive Plan
- ------------------------------------------------------------------------------------------------------------------------------------
Shares issuable pursuant to 1,000,000 $16.875 $ 16,875,000 $ 5,113.64
the Employee Stock Purchase
Plan
- ------------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Offering $160,395,601
Price
- ------------------------------------------------------------------------------------------------------------------------------------
Registration Fee $48,604.73
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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 25, 1997 as reported on the
NASDAQ National Market.
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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.
5. Opinion of Cooley Godward LLP.
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this
Registration Statement.
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.
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 4,
1997.
SIEBEL SYSTEMS, INC.
/s/ Thomas M. Siebel
--------------------
Thomas M. Siebel
Chairman 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 Howard H. Graham,
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.
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
- --------- ----- ----
/s/ Thomas M. Siebel Chairman, Chief March 4, 1997
- ----------------------------- Executive Officer and
Thomas M. Siebel Director
(Principal Executive
Officer)
/s/ Howard H. Graham Senior Vice President, March 4, 1997
- ----------------------------- Finance and
Howard H. Graham Administration and
Chief Financial Officer
(Principal Financial
Officer)
/s/ James C. Gaither Director March 4, 1997
- -----------------------------
James C. Gaither
/s/ Eric E. Schmidt Director March 4, 1997
- -----------------------------
Eric E. Schmidt
/s/ Charles R. Schwab Director March 4, 1997
- -----------------------------
Charles R. Schwab
/s/ George T. Shaheen Director March 4, 1997
- -----------------------------
George T. Shaheen
Director March _, 1997
- -----------------------------
A. Michael Spence
3.
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EXHIBIT INDEX
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.
5. Opinion of Cooley Godward LLP.
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this
Registration Statement.
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.
4.
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EXHIBIT 5
March 4, 1997
SIEBEL SYSTEMS, INC.
1885 S. GRANT STREET
SAN MATEO, CA 94402
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Siebel Systems, Inc. (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 9,000,000 shares of the
Company's Common Stock, $.001 par value, (the "Shares") pursuant to its 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 Prospectus, your Certificate of Incorporation and By-laws, 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 Prospectus, 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 LLP
By: /s/ Eric C. Jensen
___________________
Eric C. Jensen
11.
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Siebel Systems, Inc.:
We consent to incorporation by reference in the registration statement dated
March 4, 1997 on Form S-8 of Siebel Systems, Inc. of our report dated April
26, 1996, except as to Note 7, which is as of July 3, 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 dated September 16, 1996 (No. 333 - 12061) on Form S-1
of Siebel Systems, Inc.
KPMG Peat Marwick LLP
San Jose, California
March 4, 1997
