<PAGE>
As Filed with the Securities and Exchange Commission on July 20, 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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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)
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Options Granted Under OpenSite Technologies, Inc. 1998 Stock Option Plan (1)
(Full Title of the Plan)
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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
(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.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
Title of Securities to be Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of Registration
Registered Registered(2) Price Per Share (3) Offering Price (3) Fee
<S> <C> <C> <C> <C>
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Stock Options and Common Stock
(par value $.001)(1) 217,255 $35.15 $7,636,513.25 $2,016.04
===============================================================================================================================
</TABLE>
(1) OpenSite Technologies, Inc. granted options to its directors and employees
pursuant to the OpenSite Technologies, Inc. 1998 Stock Option Plan (the "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 Plan 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(c) and (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 217,255 shares of Siebel Systems, Inc. common stock issuable
pursuant to the Plan, in accordance with Rule 457(h) of the Securities Act.
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of
registering:
217,255 shares of the Registrant's common stock to be issued upon the
exercise of stock options assumed by the Registrant pursuant to that certain
Agreement and Plan of Merger and Reorganization among the Registrant, OS
Acquisition Corp. OpenSite Technologies, Inc. ("OpenSite") and Alan Taetle, as
Stockholders' Agent dated April 5, 2000, which options were originally granted
to employees of OpenSite under the OpenSite 1998 Stock Option 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, filed on March 29, 2000, 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, filed on May 12, 2000, including all material
incorporated by reference therein ;
4. The Registrant's Amendment No. 1 to the Form S-3 Registration
Statement, filed on January 31, 2000;
5. The Registrant's Form S-3 Registration Statement, filed pursuant to
Rule 424(b)(1), filed February 8, 2000;
6. The Registrant's Current Report on Form 8-K filed on January 7, 2000
including all material incorporated by reference therein;
7. The Registrant's Current Report on Form 8-K filed on June 1, 2000,
including all material incorporated by reference therein;
8. All other reports filed by us pursuant to Section 13(a) or 15(d) of the
Exchange Act since December 31, 1999, including all material
incorporated by reference therein;
9. The description of the common stock contained in our Registration
Statement on Form 8-A; and
10. The contents of Registration Statement on Form S-8 No. 333-22763 filed
with the Securities and Exchange Commission on March 4, 1997 are
incorporated by reference herein.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
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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, a partner 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 117,582 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 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 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
<PAGE>
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 OpenSite Technologies, Inc. 1998 Stock Option Plan.4
99.2 Form of option agreement under the OpenSite Technologies, Inc. 1998 Stock
Option Plan.4
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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
(a) The undersigned Registrant hereby undertakes:
(1) 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)(1)(i) and (a)(1)(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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(2) 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.
(3) 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.
(b) 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.
(c) 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 July 19, 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 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 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, 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>
Chairman and Chief Executive Officer July 19, 2000
/s/ Thomas M. Siebel (Principal Executive Officer)
-----------------------------
Thomas M. Siebel
/s/ Howard H. Graham Senior Vice President, Finance and July 19, 2000
----------------------------- Administration and Chief Financial Officer
Howard H. Graham (Principal Financial and Accounting Officer)
/s/ Eric E. Schmidt
----------------------------- Director July 19, 2000
Eric E. Schmidt
/s/ James C. Gaither
----------------------------- Director July 19, 2000
James C. Gaither
/s/ George T. Shaheen
----------------------------- Director July 19, 2000
George T. Shaheen
/s/ Charles R. Schwab
----------------------------- Director July 19, 2000
Charles R. Schwab
/s/ A. Michael Spence
----------------------------- Director July 19, 2000
A. Michael Spence
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description
4.1 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 OpenSite Technologies, Inc. 1998 Stock Option Plan.4
99.2 Form of option agreement under the OpenSite Technologies, Inc. 1998
Stock Option 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.
