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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
June 1, 2000
____________________
Date of Report (Date of earliest event reported)
SIEBEL SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20725 94-3187233
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation File Number) Identification No.)
1855 South Grant Street
San Mateo, CA 94402
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(Address of principal executive offices)
(650) 295-5000
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
Effective May 17, 2000, OS Acquisition Corp., a Delaware corporation
("Merger Sub"), which was a wholly-owned subsidiary of Siebel Systems, Inc., a
Delaware corporation ("Siebel"), was merged (the "Merger") with and into
OpenSite Technologies Inc., a Delaware corporation ("OpenSite"), pursuant to an
Agreement and Plan of Merger and Reorganization (the "Reorganization Agreement")
dated April 5, 2000 by and among Siebel, Merger Sub, OpenSite and Alan Taetle,
as Stockholders' Agent. The description contained in this Item 2 of the
transactions consummated pursuant to the terms and conditions of the
Reorganization Agreement is qualified in its entirety by reference to the full
text of the Reorganization Agreement, a copy of which is attached to this Report
as Exhibit 2.1.
In the Merger, each then-outstanding share of common stock ($.01 par value)
of OpenSite was converted into the right to receive the "Applicable Fraction" of
a share of common stock of Siebel. The Applicable Fraction is the fraction
having a numerator equal to 3,935,599 and a denominator equal to the sum of (i)
the aggregate number of shares of common stock of OpenSite outstanding
immediately prior to the effective time of the Merger (the "Effective Time")
(including any shares that are subject to a repurchase option or risk of
forfeiture under any restricted stock purchase or other agreement), plus (ii)
the aggregate number of shares of common stock of OpenSite purchasable under or
otherwise subject to all options, warrants or convertible debentures to purchase
shares of OpenSite common stock outstanding immediately prior to the Effective
Time (including all shares of OpenSite common stock that may be ultimately
purchased under options to purchase shares of OpenSite common stock that are
unvested or are otherwise not then exercisable). Pursuant to the Reorganization
Agreement, Siebel assumed outstanding options to acquire common stock of
OpenSite in accordance with the terms of such options. In no event will Siebel
be required to issue in excess of 3,935,599 shares of its common stock in
respect of the securities of OpenSite. No fractional shares of Siebel common
stock will be issued in connection with the Merger. In lieu thereof, any holder
of OpenSite common stock who would otherwise have been entitled to receive
fractional shares of Siebel common stock will be paid an amount based on the
value of a whole share of $131.7875 (rounded to the nearest whole cent) without
interest. At the Effective Time, Merger Sub ceased to exist and OpenSite, as the
surviving corporation in the Merger, became a wholly-owned subsidiary of Siebel.
The Merger is intended to qualify as a tax-free reorganization under the
Internal Revenue Code of 1986, as amended, and is expected to be accounted for
as a pooling-of-interests. Copies of the press releases announcing the
intention to undertake the Merger and the consummation of the Merger are
attached hereto as Exhibits 99.1 and 99.2.
OpenSite is a market leader in Web-based dynamic commerce solutions.
OpenSite provides a wide range of software products, services and outsourced
solutions that allow businesses to utilize a variety of pricing options, such as
forward auctions, reverse auctions, auction networks, cross-auction portals and
exchanges, on their Web sites.
Siebel is the world's leading supplier of eBusiness applications software.
Siebel provides an integrated family of eBusiness application software enabling
multichannel sales, marketing and customer service systems to be deployed over
the Web, call centers, field, reseller channels, retail and dealer networks.
Siebel's sales and service facilities are deployed locally in more than 28
countries.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
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(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
The following Exhibits are filed as part of this report:
2.1 Agreement and Plan of Merger and Reorganization, dated April 5,
2000, by and among Siebel, Merger Sub, OpenSite and Alan Taetle, as
Stockholders' Agent. The disclosure schedule of OpenSite and
certain exhibits to the agreement are omitted. The registrant
agrees to furnish supplementally copies of such schedule and
exhibits to the Commission upon request.
99.1 Press Release of Siebel dated April 18, 2000.
99.2 Press Release of Siebel dated May 18, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Siebel Systems, Inc.
Date: May 31, 2000
By: /s/ Howard H. Graham
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Howard H. Graham
Senior Vice President,
Finance and Administration
and Chief Financial Officer
