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As Filed with the Securities and Exchange Commission on November 30, 2000
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)
DELAWARE 94-3187233
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
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2207 Bridgepointe Parkway
San Mateo, California 94404
(650) 295-5000
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Options Granted Under Janna Systems Inc. Amended and Restated Share Compensation
Plan (1)
(Full Title of the Plan)
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Thomas M. Siebel
Chairman and Chief Executive Officer
Siebel Systems, Inc.
2207 Bridgepointe Parkway
San Mateo, California 94404
(650) 295-5000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies To:
Keith A. Flaum, Esq.
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
(650) 843-5000
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This Registration Statement will become effective immediately upon filing with
the Securities and Exchange Commission. Sales of the registered securities will
begin as soon as reasonably practicable after the effective date of this
Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Aggregate Offering Amount of
Registered Registered (2) Per Share (3) Price (3) Registration Fee
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<S> <C> <C> <C> <C>
Stock Options and Common Stock 1,550,573 $12.85 $19,924,863.05 $5,261
(par value $.001)
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</TABLE>
(1) Janna Systems Inc. granted options to its directors and employees pursuant
to the Janna Systems Inc. Amended and Restated Share Compensation Plan (the
"Janna Plan") and various forms of option agreements that contain substantially
identical provisions.
(2) 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.
(3) Estimated solely for the purpose of calculating the registration fee of
this offering pursuant to Rule 457(h)(1) promulgated under the Securities Act of
1933, as amended (the "Securities Act"). The offering price per share and
aggregate offering price are based on the weighted average exercise price of
1,550,573 shares of the Registrant's common stock issuable pursuant to the Janna
Plan in accordance with Rule 457(h)(1) of the Securities Act.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of
registering:
1,550,573 shares of the Registrant's common stock to be issued upon the
exercise of stock options assumed by the Registrant pursuant to that certain
Arrangement Agreement among the Registrant, Janna Nova Scotia Sub Company
(formerly 3045856 Nova Scotia Company), Siebel Janna Arrangement, Inc. (formerly
2000066 Ontario Inc.) and Janna Systems Inc. ("Janna"), dated September 11,
2000, which options were originally granted to employees and directors of Janna
under the Janna Plan.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into the
Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, including all material incorporated by reference
therein;
2. The Registrant's Definitive Proxy Statement on Schedule 14A, filed on
April 28, 2000;
3. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 2000, including all material incorporated by reference
therein;
4. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 2000, including all material incorporated by reference
therein;
5. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 2000, including all material incorporated by
reference therein;
6. The Registrant's Current Report on Form 8-K dated as of January 7,
2000, including all material incorporated by reference therein;
7. The Registrant's Current Report on Form 8-K dated as of June 1, 2000,
including all material incorporated by reference therein;
8. The Registrant's Current Report on Form 8-K dated as of September 28,
2000, including all material incorporated by reference therein;
9. The Registrant's Current Report on Form 8-K dated as of October 2,
2000, including all material incorporated by reference therein;
10. The Registrant's Current Report on Form 8-K dated as of November 27,
2000, including all material incorporated by reference therein; and
11. The description of the common stock contained in our Registration
Statement on Form 8-A.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.
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ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock being registered hereby will
be passed upon for the Registrant by Cooley Godward LLP, Palo Alto, California.
James C. Gaither, senior counsel at Cooley Godward LLP, is a director of the
Registrant. As of the date of this prospectus, certain members and associates of
Cooley Godward LLP beneficially own an aggregate of approximately 235,420 shares
of our common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the Delaware General Corporation Law, the Registrant
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act.
The Registrant's Amended and Restated Certificate of Incorporation, as
amended, provides for the elimination of liability for monetary damages for
breach of the directors' fiduciary duty of care to the Registrant and its
stockholders. These provisions do not eliminate the directors' duty of care and,
in appropriate circumstances, equitable remedies such as injunctive or other
forms of non-monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to the Registrant, for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for any transaction from which the director derived an improper personal benefit
and for payment of dividends or approval of stock repurchases or redemptions
that are unlawful under Delaware law. The provision does not affect a director's
responsibilities under any other laws, such as the federal securities laws or
state or federal environmental laws.
The Registrant has entered into agreements with its directors and
executive officers that require the Registrant to indemnify such persons against
expenses, judgments, fines, settlements and other amounts actually and
reasonably incurred (including expenses of a derivative action) in connection
with any proceeding, whether actual or threatened, to which any such person may
be made a party by reason of the fact that such person is or was a director or
officer of the Registrant or any of its affiliated enterprises, provided such
person acted in good faith and in a manner such person reasonably believed to be
in or not opposed to the best interests of the Registrant and, with respect to
any criminal proceeding, had no reasonable cause to believe his or her conduct
was unlawful. The indemnification agreements also set forth certain procedures
that will apply in the event of a claim for indemnification thereunder.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Exhibit Description
Number
4.1 Amended and Restated Certificate of Incorporation of the Registrant,
as amended to date./1/
4.2 Certificate of Amendment of the Amended and Restated Certificate of
Incorporation of the Registrant./2/
4.3 Bylaws of the Registrant./3/
4.4 Specimen Stock Certificate./3/
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4.5 Restated Investor Rights Agreement, dated December 1, 1995, between the
Registrant and certain investors, as amended April 30, 1996 and June
14, 1996./3/
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 Janna Systems Inc. Amended and Restated Share Compensation Plan. /4/
99.2 Form of option agreement under the Janna Systems Inc. Amended and
Restated Share Compensation Plan./4/
________________________________________________________________________________
/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 Annual Report on Form 10-K
(No. 000-20725) for the fiscal year ended December 31, 1999.
/3/ Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (No. 333-03751), as amended.
/4/ Filed herewith.
ITEM 9. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereto) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than twenty percent (20%) change in the
maximum aggregate offering price set forth in the
"Calculation of the Registration Fee" table in the effective
Registration Statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(i) and (a)(ii) of this section do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act"), that are incorporated by
reference in the Registration Statement.
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(b) That for the purpose of determining liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of any employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of counsel the matter has
been settled by controlling precedent, submit to a court of the appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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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 November 29, 2000.
Siebel Systems, Inc.
By: /s/ Thomas M. Siebel
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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 Kenneth A. Goldman,
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 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, as amended,
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 and Chief Executive Officer November 29, 2000
----------------------------------- (Principal Executive Officer)
Thomas M. Siebel
/s/ Kenneth A. Goldman Senior Vice President, Finance and November 29, 2000
----------------------------------- Administration and Chief Financial Officer
Kenneth A. Goldman (Principal Financial and Accounting Officer)
----------------------------------- Director
Eric E. Schmidt
/s/ James C. Gaither Director November 29, 2000
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James C. Gaither
/s/ George T. Shaheen Director November 29, 2000
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George T. Shaheen
----------------------------------- Director
Charles R. Schwab
/s/ A. Michael Spence Director November 29, 2000
-----------------------------------
A. Michael Spence
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description
4.1 Amended and Restated Certificate of Incorporation of the Registrant,
as amended to date./1/
4.2 Certificate of Amendment of the Amended and Restated Certificate of
Incorporation of the Registrant./2/
4.3 Bylaws of the Registrant./3/
4.4 Specimen Stock Certificate./3/
4.5 Restated Investor Rights Agreement, dated December 1, 1995, between
the Registrant and certain investors, as amended April 30, 1996 and
June 14, 1996./3/
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 Janna Systems Inc. Amended and Restated Share Compensation Plan./4/
99.2 Form of option agreement under the Janna Systems Inc. Amended and
Restated Share Compensation Plan./4/
________________________________________________________________________________
/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 Annual Report on Form 10-K
(No. 000-20725) for the fiscal year ended December 31, 1999.
/3/ Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (No. 333-03751), as amended.
/4/ Filed herewith.
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