<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
SIEBEL SYSTEMS, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box)
[X] No fee required.
[_] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2. Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4. Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5. Total fee paid:
------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1. Amount Previously Paid:
------------------------------------------------------------------------
2. Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3. Filing Party:
------------------------------------------------------------------------
4. Date Filed:
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[LOGO OF SIEBEL SYSTEMS INC.]
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 26, 1998
----------------
TO THE STOCKHOLDERS OF SIEBEL SYSTEMS, INC.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of Siebel
Systems, Inc., a Delaware corporation (the "Company"), will be held on
Thursday, February 26, 1998 at 11:00 a.m. local time at the Company's
principal executive offices at 1855 South Grant Street, San Mateo, California
94402 to act on the following matters:
1. To approve an amendment to the Company's Amended and Restated
Certificate of Incorporation, as amended, to increase the authorized
number of shares of Common Stock from 100,000,000 to 300,000,000 shares.
2. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
The Board of Directors has fixed the close of business on February 4, 1998
as the record date for the determination of stockholders entitled to notice of
and to vote at this Special Meeting and at any adjournment or postponement
thereof.
By Order of the Board of Directors
/s/ James C. Gaither
James C. Gaither
Secretary
San Mateo, California
February 9, 1998
----------------
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN
AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR
REPRESENTATION AT THE MEETING. A RETURN ENVELOPE (WHICH IS POSTAGE PREPAID IF
MAILED IN THE UNITED STATES) IS ENCLOSED FOR THAT PURPOSE. EVEN IF YOU HAVE
GIVEN YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING.
PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK
OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE
RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
<PAGE>
[LOGO OF SIEBEL SYSTEMS INC.]
PROXY STATEMENT
FOR SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD
FEBRUARY 26, 1998
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy is solicited on behalf of the Board of Directors of
Siebel Systems, Inc., a Delaware corporation (the "Company"), for use at the
Special Meeting of Stockholders to be held on Thursday, February 26, 1998 at
11:00 a.m. local time (the "Special Meeting"), or at any adjournment or
postponement thereof, for the purposes set forth herein and in the
accompanying Notice of Special Meeting. The Special Meeting will be held at
the Company's principal executive offices located at 1855 South Grant Street,
San Mateo, California 94402. This proxy statement and accompanying proxy card
were mailed on or about February 9, 1998 to all stockholders entitled to vote
at the Special Meeting.
SOLICITATION
The Company will bear the entire cost of solicitation of proxies, including
preparation, assembly, printing and mailing of this proxy statement, the proxy
and any additional information furnished to stockholders. Copies of
solicitation materials will be furnished to banks, brokerage houses,
fiduciaries and custodians holding in their names shares of Common Stock
beneficially owned by others to forward to such beneficial owners. The Company
may reimburse persons representing beneficial owners of Common Stock for their
costs of forwarding solicitation materials to such beneficial owners. Original
solicitation of proxies by mail may be supplemented by telephone, telegram or
personal solicitation by directors, officers or other regular employees of the
Company. No additional compensation will be paid to directors, officers or
other regular employees for such services.
VOTING RIGHTS AND OUTSTANDING SHARES
Only holders of record of Common Stock at the close of business on February
4, 1998 (the "Record Date") will be entitled to notice of and to vote at the
Special Meeting. On the Record Date, the Company had 35,522,785 shares of
Common Stock outstanding and entitled to vote.
Each holder of record of Common Stock on such date will be entitled to one
vote for each share held on all matters to be voted upon at the Special
Meeting.
All votes will be tabulated by the inspector of election appointed for the
meeting, who will separately tabulate affirmative and negative votes,
abstentions and broker non-votes. The affirmative vote of a majority of the
outstanding shares of Common Stock is required to approve the proposal to be
voted on at the Special Meeting. For purposes of such proposal, abstentions
and broker non-votes will have the same effect as negative votes.
REVOCABILITY OF PROXIES
Any person giving a proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted. It may be revoked by filing with the
Secretary of the Company at the Company's principal executive office, 1855
South Grant Street, San Mateo, California 94402, a written notice of
revocation or a duly executed
<PAGE>
proxy bearing a later date, or it may be revoked by attending the meeting and
voting in person. Attendance at the meeting will not, by itself, revoke a
proxy.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1998 Annual
Meeting of Stockholders must have been received by the Company at its offices
at 1855 South Grant Street, San Mateo, California 94402, not later than
November 13, 1997 and must have satisfied the conditions established by the
Securities and Exchange Commission for stockholder proposals in order to be
included in the proxy statement and proxy relating to that Annual Meeting.
Proposals of stockholders that are intended to be presented at the 1999 Annual
Meeting of Stockholders must be received by the Company at its offices at 1855
South Grant Street, San Mateo, California 94402 not later than November 12,
1998 and must satisfy the conditions established by the Securities and
Exchange Commission for stockholder proposals in order to be included in the
proxy statement and proxy relating to that Annual Meeting.
PROPOSAL
APPROVAL OF INCREASE IN NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Board of Directors has adopted, subject to stockholder approval, an
amendment to the Company's Amended and Restated Certificate of Incorporation,
as amended, to increase the Company's authorized number of shares of Common
Stock from 100,000,000 to 300,000,000 shares.
The additional Common Stock to be authorized by adoption of the amendment
would have rights identical to the currently outstanding Common Stock of the
Company. Adoption of the proposed amendment and issuance of the Common Stock
would not affect the rights of the holders of currently outstanding Common
Stock of the Company, except for effects incidental to increasing the number
of shares of the Company's Common Stock outstanding, such as dilution of the
earnings per share and voting rights of current holders of Common Stock. If
the amendment is adopted, it will become effective upon filing of a
Certificate of Amendment of the Company's Amended and Restated Certificate of
Incorporation, as amended, with the Secretary of State of the State of
Delaware.
In addition to the 35,522,785 shares of Common Stock outstanding as of
February 4, 1998, as of January 27, 1998 the Board had reserved (i) 17,265,338
shares for issuance upon exercise of options under the Company's 1996 Equity
Incentive Plan and other option plans of the Company and (ii) 1,320,826 shares
for issuance under the 1996 Employee Stock Purchase Plan.
The Board desires to have additional authorized shares for future business
and financial purposes. The additional shares may be used, without further
stockholder approval, for various purposes including, without limitation,
stock dividends to existing stockholders, raising capital, providing equity
incentives to employees, officers or directors, establishing certain strategic
relationships with other companies and expanding the Company's business or
product lines through certain acquisitions of other businesses or products.
The Board has approved, subject to stockholder approval of this proposal, a
100% stock dividend to be issued on all outstanding shares of the Company's
Common Stock. The objective of the stock dividend would be to proportionately
lower the market price of the Company's Common Stock. Such lower price is
expected to increase the liquidity and broaden the marketability of the
Company's Common Stock. In addition, the stock dividend would enable the
Company to provide its employees and consultants with more attractive equity-
based incentive packages, and therefore, will allow the Company to more easily
attract and retain qualified employees and consultants. The Board has not made
a final determination as to the timing of the stock dividend and may decide,
in the best interests of the Company and due to market conditions or
otherwise, not to effect such a dividend. Therefore, no assurances can be
given that the Company will determine to effect any stock dividend if
2
<PAGE>
the foregoing proposal is adopted. Other than such possible dividend, the
Company has no plans, arrangements or understandings regarding the additional
shares that would be authorized pursuant to this proposal.
The additional shares of Common Stock that would become available for
issuance if this proposal were adopted could also be used by the Company to
oppose a hostile takeover attempt or delay or prevent changes in control or
management of the Company. For example, without further stockholder approval,
the Board could (i) adopt a "poison pill" which would, under certain
circumstances related to an acquisition not approved by the Board of
Directors, give certain holders the right to acquire additional shares of
Common Stock at a low price, or (ii) sell shares of Common Stock in a private
transaction to purchasers who would oppose a takeover or favor the current
Board. Although this proposal to increase the authorized Common Stock has been
prompted by business and financial considerations and not by the threat of any
known or threatened hostile takeover attempt, stockholders should be aware
that approval of this proposal could facilitate future efforts by the Company
to deter or prevent changes in control of the Company, including transactions
in which the stockholders might otherwise receive a premium for their shares
over then current market prices.
The affirmative vote of the holders of a majority of the outstanding shares
of the Common Stock will be required to approve this amendment to the
Company's Amended and Restated Certificate of Incorporation, as amended. As a
result, abstentions and broker non-votes will have the same effect as negative
votes.
THE BOARD OF DIRECTORS RECOMMENDS
THAT STOCKHOLDERS VOTE FOR THIS PROPOSAL
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3
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to the
beneficial ownership of the Company's outstanding Common Stock as of December
31, 1997 by: (i) each person (or group of affiliated persons) who is known by
the Company to own beneficially more than 5% of the Common Stock; (ii) each of
the Company's directors, (iii) the Company's Chief Executive Officer and each
of the other four most highly compensated executive officers as of December
31, 1997; and (iv) all directors and executive officers of the Company as a
group.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED(1)
-----------------------
PRINCIPAL STOCKHOLDERS, DIRECTORS AND OFFICERS NUMBER PERCENT
- ---------------------------------------------- ------------ ----------
<S> <C> <C>
Thomas M. Siebel(2)...................................... 9,802,300 27.2%
1855 South Grant Street
San Mateo, CA 94402
Andersen Consulting LLP(3)............................... 2,788,600 7.9
1661 Page Mill Road
Palo Alto, CA 94304
Patricia A. House(4)..................................... 918,568 2.6
Craig D. Ramsey(5)....................................... 620,266 1.7
Howard Graham(6)......................................... 126,153 *
R. David Schmaier(7)..................................... 82,573 *
James C. Gaither(8)...................................... 85,657 *
Eric E. Schmidt, Ph.D.(9)................................ 92,172 *
A. Michael Spence, Ph.D.(10)............................. 188,600 *
George T. Shaheen(11).................................... 2,790,740 7.9
Charles R. Schwab(12).................................... 655,600 1.9
All directors and executive officers as a group (11
persons)(13)............................................ 15,362,629 41.5
</TABLE>
- --------
* Represents beneficial ownership of less than 1%.
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or
investment power with respect to securities. Except as indicated by
footnote, and subject to community property laws where applicable, the
persons named in the table above have sole voting and investment power
with respect to all shares of Common Stock shown as beneficially owned by
them. Percentage of beneficial ownership is based on 35,308,298 shares of
Common Stock outstanding as of December 31, 1997.
(2) Includes 8,628,562 shares held as trustee under the Siebel Living Trust
u/a/d 7/27/93 and 293,738 shares held by Siebel Asset Management, L.P. of
which Mr. Siebel is a limited partner. Also includes 80,000 shares held
by the Thomas and Stacey Siebel Foundation to which Mr. Siebel disclaims
beneficial ownership. Also includes 800,000 shares issuable to Mr. Siebel
upon exercise of outstanding options within 60 days of December 31, 1997.
(3) Mr. Shaheen, a director of the Company, is the Managing Partner of
Andersen Consulting LLP. Mr. Shaheen disclaims beneficial ownership of
such shares held by Andersen Consulting LLP except to the extent of his
partnership interest therein. Also includes 176,000 shares issuable to
Mr. Shaheen upon early exercise of options subject to vesting through
February 2001 and 12,600 shares issuable upon exercise of outstanding
options within 60 days of December 31, 1997.
(4) Includes 127,142 shares issuable upon exercise of outstanding options
within 60 days of December 31, 1997.
(5) Includes 280,000 shares subject to a right of repurchase that expires
ratably through March 2000, 320,000 shares issuable upon the early
exercise of options vesting through March 2000 and 14,285 shares issuable
upon exercise of outstanding options within 60 days of December 31, 1997.
Also includes 4,200 shares held by Mr. Ramsey's wife.
4
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(6) Includes 126,000 shares issuable upon exercise of outstanding options
within 60 days of December 31, 1997.
(7) Includes 38,285 shares issuable upon exercise of outstanding options
within 60 days of December 31, 1997.
(8) Includes 11,000 shares which are subject to a right of repurchase in
favor of the Company which expires on March 9, 1998. Also includes 6,000
shares issuable upon exercise of outstanding options within 60 days of
December 30, 1997.
(9) Includes 70,172 shares issuable upon exercise of outstanding options
within 60 days of December 31, 1997.
(10) Includes 132,000 shares which are subject to a right of repurchase in
favor of the Company which expires ratably through October 2000. Also
includes 12,600 shares issuable upon exercise of options within 60 days
of December 31, 1997. Also includes 43,325 shares held by A. Michael
Spence, Trustee or Successor Trustee under The A. Michael Spence
Revocable Trust u/a/d October 26, 1996. Also includes 225 shares held by
A. Michael Spence TTEE by James Graham Spence Trust, 225 shares held by
A. Michael Spence TTEE by Cathy B. Spence Irrevocable Trust and 225
shares held by A. Michael Spence TTEE by Marya W. Spence Irrevocable
Trust.
(11) Includes 2,600,000 shares held by Andersen Consulting LLP. Mr. Shaheen,
the Managing Partner of Andersen Consulting, disclaims beneficial
ownership of such shares, except to the extent of his partnership
interest therein. Also includes 176,000 shares issuable upon early
exercise of options subject to vesting through February 2001, 12,600
shares issuable upon exercise of outstanding options within 60 days of
December 31, 1997 and 2,140 shares held by the Shaheen Revocable Trust.
(12) Includes 180,000 shares which are subject to a right of repurchase in
favor of the Company which expires ratably through October 1999. Also
includes 12,600 shares issuable upon exercise of outstanding options
within 60 days of December 31, 1997. Also includes 100,000 shares held by
the Schwab Family Foundation to which Mr. Schwab disclaims beneficial
ownership and 8,000 shares held by Mr. Schwab's children.
(13) Includes 2,600,000 shares held by Andersen Consulting LLP. See footnote
(3) and (11) above. Also includes 1,715,684 shares issuable upon exercise
of options held by all officers and directors within 60 days of December
31, 1997. See footnotes (2) and (4) through (12).
OTHER MATTERS
The Board of Directors knows of no other matters which may be presented for
consideration at the Special Meeting. If any other matters are properly
brought before the meeting, it is the intention of the persons named in the
accompanying proxy to vote on such matters in accordance with their best
judgment.
By Order of the Board of Directors
/s/ James C. Gaither
James C. Gaither
Secretary
February 9, 1998
5
<PAGE>
EXHIBIT A
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION, AS AMENDED
OF
SIEBEL SYSTEMS, INC.
SIEBEL SYSTEMS, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, does hereby
certify:
FIRST: The name of the corporation is Siebel Systems, Inc. The
corporation was originally incorporated under the name Siebel Acquisition
Corporation.
SECOND: The date on which the Certificate of Incorporation of the
corporation was filed with the Secretary of State of the State of Delaware
was May 9, 1996. An Amended and Restated Certificate of Incorporation of
the corporation was filed with the Secretary of State of the State of
Delaware on July 9, 1996. A Certificate of Amendment to the Amended and
Restated Certificate of Incorporation was filed with the Secretary of State
of the State of Delaware on December 2, 1996.
THIRD: The Board of Directors of the corporation, acting in accordance
with the provisions of Section 242 of the General Corporation Law of the
State of Delaware, adopted resolutions to amend the Amended and Restated
Certificate of Incorporation of the corporation by deleting the first
paragraph of Article IV and substituting therefor a new first paragraph of
Article IV in the following form:
"This corporation is authorized to issue two classes of stock to
be designated, respectively, "Common Stock" and "Preferred Stock."
The total number of shares which the corporation is authorized to
issue is three hundred two million (302,000,00) shares. Three
hundred million (300,000,000) shares shall be Common Stock, each
having a par value of one-tenth of one cent ($.001). Two million
(2,000,000) shares shall be Preferred Stock, each having a par
value of one-tenth of one cent ($.001)."
FOURTH: Thereafter, pursuant to a resolution of the Board of Directors,
this Certificate of Amendment was submitted to the stockholders of the
corporation for their approval and was duly adopted in accordance with the
provision of Section 242 of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, Siebel Systems, Inc. has caused this Certificate of
Amendment to be signed by its Chairman and Chief Executive Officer and
attested to by its Secretary this day of February, 1998.
SIEBEL SYSTEMS, INC.
_____________________________________
Thomas M. Siebel
Chairman and Chief Executive Officer
ATTEST:
_____________________________________
James C. Gaither
Secretary
A-1
<PAGE>
SIEBEL SYSTEMS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
To Be Held On February 26, 1998
The undersigned hereby appoints Thomas M. Siebel and Howard H. Graham and each
of them, as attorneys and proxies of the undersigned, with full power of
substitution, to vote all of the shares of stock of Siebel Systems, Inc. which
the undersigned may be entitled to vote at the Special Meeting of Stockholders
of Siebel Systems, Inc. to be held at 1855 South Grant Street, San Mateo, CA
94402 on Thursday, February 26, 1998 at 11:00 a.m. (local time, and at any and
all postponements, continuations and adjournments thereof), with all powers that
the undersigned would possess if personally present, upon and in respect of the
following matter and in accordance with the following instructions, with
discretionary authority as to any and all other matters that may properly come
before the meeting.
UNLESS A CONTRARY DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED FOR
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THE PROPOSAL, AS MORE SPECIFICALLY DESCRIBED IN THE PROXY STATEMENT. IF
SPECIFIC INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED IN
ACCORDANCE THEREWITH.
MANAGEMENT RECOMMENDS A VOTE FOR THE PROPOSAL
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PROPOSAl: To approve an amendment to the Company's Amended and Restated
Certificate of Incorporation, as amended, to increase the authorized
number of shares of Common Stock from 100,000,000 to 300,000,000
shares.
[_] FOR [_] AGAINST [_] ABSTAIN
(Continued and to be signed on other side)
<PAGE>
(Continued from other side)
DATED ___________, 1998 ______________________________________________
______________________________________________
SIGNATURE(S)
Please sign exactly as your name appears
hereon. If the stock is registered in the
names of two or more persons, each should
sign. Executors, administrators, trustees,
guardians and attorneys-in-fact should add
their titles. If signer is a corporation,
please give full corporate name and have a
duly authorized officer sign, stating title.
If signer is a partnership, please sign in
partnership name by authorized person.
PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE
WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
