<PAGE>
As filed with the Securities and Exchange Commission on December 29, 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.)
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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1996 Equity Incentive Plan
1998 Equity Incentive Plan
(Full Title of the Plan)
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:
Vincent P. Pangrazio, 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>
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Title of Securities Amount to be Proposed Maximum Offering Proposed Maximum
to be Registered Registered (1) Price Per Aggregate Offering Amount of
Share (2) Price (1) Registration Fee
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<S> <C> <C> <C> <C>
Shares issuable pursuant to outstanding 3,624,260 $59.818 (a)(i) $ 216,795,984 $ 54,199
options under the Registrant's 1996
Equity Incentive Plan (the "1996 Plan")
Shares reserved for future issuance 56,375,740 $59.969 (b)(i) $3,380,796,752 $ 845,200
pursuant to outstanding options under
the 1996 Plan
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Shares issuable pursuant to outstanding 6,381,332 $88.849 (a)(ii) $ 566,974,967 $ 141,744
options under the Registrant's 1998
Equity Incentive Plan (the "1998 Plan")
Shares reserved for future issuance 33,618,688 $59.969 (b)(ii) $2,016,079,101 $ 504,020
pursuant to outstanding options under
the 1998 Plan
Total: 100,000,000 $6,180,646,804 $1,545,163
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</TABLE>
(1) This Registration Statement shall cover any additional shares of Common
Stock which become issuable under the 1998 Plan 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 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)(i) the weighted average
exercise price of 3,624,260 shares of the Registrant's common stock
issuable pursuant to the 1996 Plan, in accordance with Rule 457(h)(1) of
the Securities Act, or (b)(i) the average of the high and low prices of the
Registrant's Common Stock as reported on the Nasdaq Stock Market on
December 21, 2000, in accordance with Rule 457(c) of the Securities Act,
(a)(ii) the weighted average exercise price of 6,381,332 shares of the
Registrant's common stock issuable pursuant to the 1998 Plan, in accordance
with Rule 457(h)(1) of the Securities Act, or (b)(ii) the average of the
high and low prices of the Registrant's Common Stock as reported on the
Nasdaq Stock Market on December 21, 2000, in accordance with Rule 457(c) of
the Securities Act.
<PAGE>
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of
registering an additional (i) 60,000,000 shares of the Registrant's Common Stock
to be issued pursuant to the Registrant's 1996 Equity Incentive Plan, as
amended, and (ii) 40,000,000 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 STATEMENTS ON FORM S-8
The contents of the Registration Statements on Form S-8 (relating to the
1996 Equity Incentive Plan), as amended (Nos. 333-07938 and 333-22763) are
incorporated by reference herein.
The contents of the Registration Statements on Form S-8 (relating to the
1998 Equity Incentive Plan), as amended (Nos. 333-72969 and 333-85007) are
incorporated by reference herein.
<PAGE>
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 Certificate of Designation of Series A1 Preferred Stock of the
Registrant.3
4.4 Bylaws of the Registrant./4/
4.5 Specimen Stock Certificate./4/
4.6 Restated Investor Rights Agreement, dated December 1, 1995, between the
Registrant and certain investors, as amended April 30, 1996 and June 14,
1996./4/
5.1 Opinion of Cooley Godward LLP./5/
23.1 Consent of KPMG LLP, Independent Auditors./5/
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. 1996 Equity Incentive Plan, as amended as of
October 20, 1999. /6/
99.2 Form of option agreement under the Siebel Systems, Inc. 1996 Equity
Incentive Plan. /4/
99.3 Siebel Systems, Inc. 1998 Equity Incentive Plan, as amended as of
December 8, 2000. /5/
99.4 Form of option agreement under the Siebel Systems, Inc. 1998 Equity
Incentive Plan. /7/
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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 Current Report on Form 8-K
(No. 333-20725), filed on November 27, 2000.
/4/ Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (No. 333-03751), as amended.
/5/ Filed herewith.
/6/ Incorporated by reference to the Registrant's Proxy Statement and Notice of
Special Meeting of Stockholders dated September 16, 1999.
/7/ Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (No. 333-72969), as amended.
II-1
<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 San Mateo, State of California on December 28, 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 December 28, 2000
Thomas M. Siebel (Principal Executive Officer)
/s/ Kenneth A. Goldman
------------------------- Senior Vice President, Finance and December 28, 2000
Kenneth A. Goldman Administration and Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Eric E. Schmidt
------------------------- Director December 28, 2000
Eric E. Schmidt
/s/ James C. Gaither
------------------------- Director December 29, 2000
James C. Gaither
/s/ George T. Shaheen
------------------------- Director December 28, 2000
George T. Shaheen
/s/ Charles R. Schwab
------------------------- Director December 29, 2000
Charles R. Schwab
/s/ A. Michael Spence
------------------------- Director December 28, 2000
A. Michael Spence
</TABLE>
4.
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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 Certificate of Designation of Series A1 Preferred Stock of the
Registrant./3/
4.4 Bylaws of the Registrant./4/
4.5 Specimen Stock Certificate./4/
4.6 Restated Investor Rights Agreement, dated December 1, 1995, between the
Registrant and certain investors, as amended April
30, 1996 and June 14, 1996./4/
5.1 Opinion of Cooley Godward LLP./5/
23.1 Consent of KPMG LLP, Independent Auditors./5/
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. 1996 Equity Incentive Plan, as amended as of
October 20, 1999./6/
99.2 Form of option agreement under the Siebel Systems, Inc. 1996 Equity
Incentive Plan./4/
99.3 Siebel Systems, Inc. 1998 Equity Incentive Plan, as amended as of
December 8, 2000./5/
99.4 Form of option agreement under the Siebel Systems, Inc. 1998 Equity
Incentive Plan./7/
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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 Current Report on Form 8-K
(No. 333-20725), filed on November 27, 2000.
/4/ Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (No. 333-03751), as amended.
/5/ Filed herewith.
/6/ Incorporated by reference to the Registrant's Proxy Statement and Notice of
Special Meeting of Stockholders dated September 16, 1999.
/7/ Incorporated by reference to the Registrant's Registration Statement on
Form S-8 (No. 333-72969), as amended.
5.
