<PAGE>
As filed with the Securities and Exchange Commission on March 22, 1999
Registration No. 333-36967
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
Post-Effective Amendment No. 1
To
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________
SIEBEL SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C> <C>
DELAWARE 7372 94-3187233
(State of Incorporation) (Primary Standard Industrial (I.R.S.Employer Identification No.)
Classification Code Number)
</TABLE>
_____________________
1855 South Grant Street
SAN MATEO, CALIFORNIA 94402
(650) 295-5000
(Address, including zip code, and telephone number, including area code of
Registrant's principal executive offices)
_____________________
THOMAS M. SIEBEL
Chairman and Chief Executive Officer
1855 SOUTH GRANT STREET
SAN MATEO, CALIFORNIA 94402
(650) 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
FIVE PALO ALTO SQUARE, 3000 EL CAMINO REAL
PALO ALTO, CA 94306-2155
(650) 843-5000
_____________________
<PAGE>
TERMINATION OF OFFERING AND REMOVAL
OF SECURITIES FROM REGISTRATION
Pursuant to an undertaking made in Item 17 of the Registration Statement as
filed with the Commission on October 16, 1997 (Registration No. 333-36967), the
Registrant hereby removes from registration 499,132 shares of Common Stock of
the Registrant.
2
<PAGE>
Pursuant to the requirements of the Securities Act, this Post-Effective
Amendment No. 1 to the Registration Statement has been signed below by the
following persons in the capabilities and on the date indicated.
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<CAPTION>
SIGNATURE Title Date
<S> <C> <C>
/s/ Howard H. Graham * Chairman of the Board of Directors March 22, 1999
- --------------------------------- and Chief Executive Officer
Thomas M. Siebel (Principal Executive Officer)
/s/ Howard H. Graham Senior Vice President, Finance and March 22, 1999
- --------------------------------- Administration and Chief Financial
Howard H. Graham Officer
(Principal Financial and Accounting
Officer)
/s/ Howard H. Graham * Director March 22, 1999
- ---------------------------------
Eric E. Schmidt
/s/ Howard H. Graham * Director March 22, 1999
- ---------------------------------
James C. Gaither
/s/ Howard H. Graham * Director March 22, 1999
- ---------------------------------
George T. Shaheen
/s/ Howard H. Graham * Director March 22, 1999
- ---------------------------------
Charles R. Schwab
/s/ Howard H. Graham * Director March 22, 1999
- ---------------------------------
A. Michael Spence
</TABLE>
* Howard H. Graham as attorney-in-fact
II-1
<PAGE>
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-3 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 22, 1999.
SIEBEL SYSTEMS, INC.
By: /s/ Howard H. Graham
--------------------
Howard H. Graham
Senior Vice President,
Finance and Administration
and Chief Financial Officer
II-2
