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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
November 15, 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)
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<S> <C> <C>
Delaware 0-20725 94-3187233
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation File Number) Identification No.)
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2207 Bridgepointe Parkway
San Mateo, CA 94404
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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 5. Other Events
Effective November 15, 2000, Siebel Systems, Inc., a Delaware corporation
("Siebel"), indirectly acquired all of the outstanding common shares of Janna
Systems Inc., an Ontario corporation ("Janna"), pursuant to an arrangement (the
"Arrangement") under Ontario corporate laws and an Arrangement Agreement (the
"Arrangement Agreement"), dated as of September 11, 2000, by and among Siebel,
Janna, Janna Nova Scotia Sub Company (formerly 3045856 Nova Scotia Company), a
Nova Scotia unlimited liability company ("Nova Scotia Co") and Siebel Janna
Arrangement, Inc. (formerly 2000066 Ontario Inc.), an Ontario corporation
("ExchangeCo"). The Arrangement was approved by the holders of Janna common
shares and options to acquire Janna common shares and by the Ontario Superior
Court of Justice. The description contained in this Item 5 of the transactions
consummated pursuant to the terms and conditions of the Arrangement Agreement is
qualified in its entirety by reference to the full text of the Arrangement
Agreement, a copy of which has been previously filed with the Securities and
Exchange Commission as part of Siebel's registration statement on Form S-3 (No.
333-47062) and is incorporated by reference herein.
The Arrangement provides for the acquisition of Janna by Siebel in a
transaction in which: (a) each Janna common share held by a Janna shareholder
who is resident in Canada, who so elects or who does not make an election, will
be transferred or will be deemed to be transferred to ExchangeCo in exchange for
0.497 of a fully paid and non-assessable exchangeable share (the "Exchangeable
Shares") in the capital of ExchangeCo; and (b) each Janna common share held by a
Janna shareholder who is not a Canadian resident or is held by a Canadian
resident Janna shareholder who elects to receive shares of Siebel common stock
will be transferred to Nova Scotia Co in exchange for 0.497 of a fully paid and
non-assessable share of Siebel common stock. The Exchangeable Shares are
exchangeable for Siebel common stock on a one-for-one basis at any time at the
option of the holder. Subject to applicable law and the overriding redemption
call right of Nova Scotia Co, ExchangeCo has the right to redeem all but not
less than all of the then outstanding Exchangeable Shares on November 30, 2005
(the "Redemption Date"). Upon redemption, all holders of outstanding
Exchangeable Shares will be entitled to receive one share of Siebel common stock
for each Exchangeable Share they hold. In certain circumstances, the board of
directors of ExchangeCo may accelerate the Redemption Date. Pursuant to the
Arrangement Agreement, Siebel assumed all outstanding options to acquire common
shares of Janna in accordance with the terms of such options and the terms and
conditions of the Arrangement Agreement. No fractional shares of Siebel common
stock or Exchangeable Shares will be issued in connection with the Arrangement.
In lieu thereof, holders of common shares of Janna who would otherwise have been
entitled to receive fractional shares of Siebel common stock or Exchangeable
Shares will be paid their pro rata amount of the net proceeds resulting from the
sale by a depository trust company of the whole shares representing the
aggregate of all fractional interests in Siebel common stock and Exchangeable
Shares. At the Effective Time, by virtue of the transfer of all of the
outstanding common shares of Janna to Nova Scotia Co and ExchangeCo, Janna
became an indirectly wholly-owned subsidiary of Siebel.
Pursuant to the terms of the Arrangement Agreement, Siebel has filed a
registration statement on Form S-3 with respect to shares of its common stock,
to be issued in exchange for the Exchangeable Shares.
The Arrangement is intended to provide Canadian resident Janna
shareholders who receive Exchangeable Shares a tax-deferral or "rollover" for
Canadian income tax purposes pursuant to the Income Tax Act (Canada). The
Arrangement is expected to be accounted for as a pooling-of-interests. Copies of
the press releases announcing the entering into of the Arrangement Agreement and
the consummation of the Arrangement are attached hereto as Exhibits 99.1 and
99.2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired
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Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
The following Exhibits are filed as part of this report:
2.1 Arrangement Agreement, dated as of September 11, 2000, by and among
Siebel, Janna, Nova Scotia Co and ExchangeCo (incorporated by
reference to Siebel's registration statement on Form S-3 (No. 333-
47062)).
4.1 Certificate of Designation of Series A1 Preferred Stock of Registrant.
99.1 Press Release of Siebel dated September 11, 2000.
99.2 Press Release of Siebel dated November 15, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Siebel Systems, Inc.
Date: November 22, 2000
By: /s/ Kenneth A. Goldman
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Kenneth A. Goldman
Senior Vice President,
Finance and Administration
and Chief Financial Officer
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Exhibit Index
2.1 Arrangement Agreement, dated as of September 11, 2000, by and among
Siebel, Janna, Nova Scotia Co and ExchangeCo (incorporated by reference to
Siebel's registration statement on Form S-3 (No. 333-47062)).
4.1 Certificate of Designation of Series A1 Preferred Stock of Registrant.
99.1 Press Release of Siebel dated September 11, 2000.
99.2 Press Release of Siebel dated November 15, 2000.
