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Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b)(3) and (c)
(To Prospectus dated February 8, 2000) SEC File No. 333-94261
SIEBEL SYSTEMS, INC.
3,319,561 Shares
Common Stock
This prospectus supplement supplements the prospectus dated February 8,
2000 of Siebel Systems, Inc. ("Siebel" or "we") relating to the public offering,
which is not being underwritten, and sale by selling stockholders of Siebel or
by donees, pledgees, transferees and other successors in interest that receive
such shares as a gift, pledge, partnership distribution or other non-sale
transfer (the "Selling Stockholders") of up to 3,319,516 shares of our common
stock who received such shares in connection with the acquisition by statutory
merger of OnTarget, Inc. ("OnTarget"), by and through a merger of a wholly-owned
subsidiary of Siebel with and into OnTarget. This prospectus supplement should
be read in conjunction with the prospectus, and this prospectus supplement is
qualified by reference to the prospectus, except to the extent that the
information provided by this prospectus supplement supersedes the information
contained in the prospectus.
This prospectus supplement contains information on ownership of shares of
Siebel common stock following recent gifts of shares of our common stock from:
* J. Alston Gardner to Duke University, World T.E.A.M. Sports, Inc., the
University of North Carolina, The Gardner Family Charitable Remainder
Unitrust and The Alston and Olivia Gardner Charitable Remainder Unitrust,
which transferees were not specifically named in the prospectus;
* Nicolas J. Nascone to Nick and Laura Nascone Charitable Remainder Unitrust,
which transferee was not specifically named in the prospectus;
* Jeffrey S. Muir to The Community Foundation for Greater Atlanta, Inc., which
transferee was not specifically named in the prospectus;
* Fred R. Burton to Fred and Joan Burton Charitable Remainder Trust, which
transferee was not specifically named in the prospectus; and
* John W. Harris to John and Mary Harris Charitable Remainder Trust, which
transferee was not specifically named in the prospectus.
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SELLING STOCKHOLDERS
The table of selling stockholders on pages 23 and 24 of the prospectus
setting forth information concerning the selling stockholders is superseded in
its entirety by the following table:
<TABLE>
<CAPTION>
Number of Shares Shares Being
Selling Stockholder Beneficially Owned Offered
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<S> <C> <C>
J. Alston Gardner 1,692,881 1,514,881
The Gardner Family Grantor Retained Annuity Trust 307,752 276,977
The Gardner Family Charitable Remainder Unitrust 40,000 40,000
The Alston and Olivia Gardner Charitable Remainder Unitrust 25,000 25,000
Philip N. Rawlins 263,935 (1) 237,542
Wendy S. Lea 263,935 237,542
Nicholas J. Nascone 124,949 111,254
Nick and Laura Nascone Charitable Remainder Unitrust 12,000 12,000
Fred R. Burton 65,785 57,706
Fred and Joan Burton Charitable Remainder Trust 15,000 15,000
Bradford Milner 19,157 17,241
Jeffrey S. Muir 134,903 (2) 121,293
Michael A. Waddell 27,698 24,928
Oberon Management, Ltd. 213,041 191,737
Fluvia Investments, Ltd. 213,041 191,737
Alun Newby 105,464 94,918
Barbara Kay Newby 45,199 40,679
Steve Hill 32,285 29,057
David Roberts 32,285 29,057
Stephen J. Bistritz 3,847 3,462
Deborah L. Gallagher 3,847 3,462
Mark B. Gardner 3,847 3,462
Donnie M. Hardison, Jr. 3,847 3,462
John and Mary Harris Charitable Remainder Trust 3,462 3,462
Rod Jones 3,847 3,462
Robert J. Knight III 3,847 3,462
Jeff Fiedler 3,847 3,462
Duke University 18,116 18,116
World T.E.A.M. Sports, Inc. 2,000 2,000
University of North Carolina 2,000 2,000
The Community Foundation for Greater Atlanta, Inc. 1,200 1,200
</TABLE>
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(1) Mr. Rawlins directly owns 231,862 shares of our common stock and
beneficially owns 32,073 shares of our common stock as trustee for the
Philip N. Rawlins 1999 Trust U/A 11/15/99.
(2) Mr. Muir directly owns 17,957 shares of our common stock and beneficially
owns: (a) 46,163 shares of our common stock as trustee for the U/A J.
Alston Gardner Trust dated 10/18/99, FBO Emma Gardner and Descendants; (b)
46,163 shares of our common stock as trustee for the U/A J. Alston Gardner
Trust dated 10/18/99, FBO Anna Gardner and Descendants; and (c) 24,620
shares of our common stock as trustee for The Nascone Family Grantor
Retained Annuity Trust U/A Nicholas J. Nascone 10/18/99.
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We may from time to time supplement or amend the prospectus to reflect the
required information concerning a transferee, pledgee, donee or successor to the
selling stockholders named in the prospectus.
The date of this prospectus supplement is May 15, 2000.
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