<PAGE>
As filed with the Securities and Exchange Commission on August 11, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Siebel Systems, Inc.
(Exact name of registrant as specified in its charter)
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<TABLE>
<S> <C>
Delaware 94-3187233
(State of Incorporation) (I.R.S. Employer Identification No.)
</TABLE>
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1855 South Grant Street
San Mateo, California 94402
(Address of principal executive offices)
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Siebel Systems, Inc.
1998 Equity Incentive Plan
(Full Title of the Plan)
Thomas M. Siebel
Chairman and Chief Executive Officer
Siebel Systems, Inc.
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)
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Copies to:
Eric C. Jensen, Esq.
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306-2155
(650) 843-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Title of Securities to be Proposed Maximum Proposed Maximum
Registered Amount to be Offering Price Per Aggregate Offering Amount of
Registered (1) Share (2) Price (1) Registration Fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and Common 10,000,000 $515,422,663 $143,287.50
Stock (par value $.001)
Shares issuable pursuant to
outstanding options under the
Registrant's 1998 Equity
Incentive Plan (the "Plan") 1,299,956 $38.44(2)(a) $ 49,970,309
Common Stock reserved for
future issuance under the Plan 8,700,044 $53.50(2)(b) $465,452,354
=============================================================================================================
</TABLE>
(1) This Registration Statement shall cover any additional shares of
Common Stock which become issuable under the plans set forth herein by
reason of any stock dividend, stock split, recapitalization or any other
similar transaction without receipt of consideration which results in an
increase in the number of shares of the Registrant's outstanding Common
Stock.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee of this offering pursuant to Rule 457(h) promulgated under
the Securities Act of 1933, as amended (the "Securities Act"). The offering
price per share and aggregate offering price are based on (a) the weighted
average exercise price for shares subject to outstanding options granted by
Siebel Systems, Inc. (the "Registrant") under the Registrant's 1998 Equity
Incentive Plan (the "Plan") or (b) the average of the high and low prices
of the Registrant's Common Stock as reported on the Nasdaq Stock Market on
August 4, 1999 for shares reserved for future issuance under the Plan.
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of
registering an additional 10,000,000 shares of the Registrant's Common Stock to
be issued pursuant to the Registrant's 1998 Equity Incentive Plan, as amended.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-72969
The contents of Registration Statement on Form S-8 No. 333-72969 filed with
the Securities and Exchange Commission on February 25, 1999 are incorporated by
reference herein.
INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock being registered hereby will be
passed upon for the Company by Cooley Godward llp, Palo Alto, California. James
C. Gaither, a partner at Cooley Godward llp, is a director of the Company and
owns approximately 80,914 shares of the Company's Common Stock.
2
<PAGE>
EXHIBITS
Exhibit
Number
4.1 Restated Certificate of Incorporation of the Registrant, as amended to
date./1/
4.2 Bylaws of the Registrant./2/
4.3 Specimen Stock Certificate./2/
4.4 Restated Investor Rights Agreement, dated December 1, 1995, between
the Registrant and certain investors, as amended April 30, 1996 and
June 14, 1996./2/
5.1 Opinion of Cooley Godward LLP./4/
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors./4/
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
99.1 Siebel Systems, Inc. 1998 Equity Incentive Plan, as amended./3/
99.2 Form of option agreement under the Siebel Systems, Inc. 1998 Equity
Incentive Plan./3/
________________________________________________________________________________
/1/ Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (No. 333 07983), as amended.
/2/ Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (No. 333-03751), as amended.
/3/ Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (No. 333-72969), as amended.
/4/ Filed herewith.
3
<PAGE>
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 Sam Mateo, State of California on August 6, 1999.
Siebel Systems, Inc.
By: /s/ Howard H. Graham
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Title: Senior Vice President, Finance and Administration
and Chief Financial Officer
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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.
4
<PAGE>
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Thomas M. Siebel Chairman of the Board of August 6, 1999
- -------------------------
Thomas M. Siebel Directors and Chief Executive
Officer
(Principal Executive Officer)
/s/ Howard H. Graham Senior Vice President, Finance August 6, 1999
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Howard H. Graham and Administration and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Eric E. Schmidt Director August 11, 1999
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Eric E. Schmidt
/s/ James C. Gaither Director August 9, 1999
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James C. Gaither
/s/ George T. Shaheen Director August 9, 1999
- -------------------------
George T. Shaheen
/s/ Charles R. Schwab Director August 9, 1999
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Charles R. Schwab
Director
- -------------------------
A. Michael Spence
</TABLE>
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential Page
Number Description Numbers
<S> <C> <C>
4.1 Restated Certificate of Incorporation of the Registrant, as amended to
date./1/
4.2 Bylaws of the Registrant./2/
4.3 Specimen Stock Certificate./2/
4.4 Restated Investor Rights Agreement, dated December 1, 1995, between the
Registrant and certain investors, as amended April 30, 1996 and June 14,
1996./2/
5.1 Opinion of Cooley Godward LLP./4/
23.1 Consent of KPMG LLP, Independent Auditors./4/
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this
Registration Statement.
24.1 Power of Attorney is contained on the signature pages.
99.1 Siebel Systems, Inc. 1998 Equity Incentive Plan, as amended./3/
99.2 Form of option agreement under the Siebel Systems, Inc. 1998 Equity
Incentive Plan./3/
</TABLE>
_______________________________________________________________________________
/1/ Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (No. 333 07983), as amended.
/2/ Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (No. 333-03751), as amended.
/3/ Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (No. 333-72969), as amended.
/4/ Filed herewith.
6
<PAGE>
Exhibit 5.1
August 11, 1999
Siebel Systems, Inc.
1855 South Grant Street
San Mateo, CA 94402
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 10,000,000 shares of the
Company's Common Stock, $.001 par value (the "Shares"), pursuant to the exercise
of options with respect to the common stock of Siebel Systems, Inc., a Delaware
corporation ("Siebel"), under Siebel's 1998 Equity Incentive Plan, as amended
(the "Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, the Company's Amended and Restated Certificate of
Incorporation and Bylaws, as amended to date, 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 Plan, 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
1
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Siebel Systems, Inc.:
We consent to incorporation herein by reference of our reports dated January 26,
1999, relating to the consolidated balance sheets of Siebel Systems, Inc. and
subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of operations and comprehensive income (loss), stockholders' equity,
and cash flows for each of the years in the three-year period ended December 31,
1998, and the related financial statement schedule, which reports appear in the
December 31, 1998, annual report on Form 10-K of Siebel Systems, Inc.
/s/ KPMG LLP
Mountain View, California
August 10, 1999
1
