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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
May 18, 1998
____________________
Date of Report (Date of earliest event reported)
SIEBEL SYSTEMS, INC.
____________________
(Exact name of registrant as specified in its charter)
DELAWARE 0-20725 94-3187233
_______________ _______________ _______________
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation
1855 SOUTH GRANT STREET
SAN MATEO, CA 94402
____________________
(Address of principal executive offices)
(650) 295-5000
____________________
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
A. SIEBEL SYSTEMS CLOSES MERGER WITH SCOPUS TECHNOLOGY
On May 18, 1998, the Company closed its merger with Scopus Technology, Inc.
A press release relating to the transaction is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
EX.-99.1 Press Release dated May 18, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SIEBEL SYSTEMS, INC.
Date: May 18, 1998
By: /s/ Howard H. Graham
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Howard H. Graham
Senior Vice President,
Finance and Administration
and Chief Financial Officer
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EXHIBIT 99.1
NEWS RELEASE
CONTACT: SIEBEL SYSTEMS, INC.
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HOWARD GRAHAM
SENIOR VICE PRESIDENT
FINANCE AND ADMINISTRATION & CFO
(650) 295-5000
SIEBEL SYSTEMS COMPLETES MERGER WITH
SCOPUS TECHNOLOGY
SHAREHOLDERS APPROVE MERGER TO CREATE THE WORLD'S LARGEST
ENTERPRISE RELATIONSHIP MANAGEMENT SOLUTIONS PROVIDER
San Mateo, CA - May 18, 1998 - Siebel Systems, Inc. (Nasdaq:SEBL), and Scopus
Technology (Nasdaq:SCOP) today announced they have closed the merger of Scopus
and a subsidiary of Siebel following approval by Siebel and Scopus shareholders.
This announcement follows an initial agreement to merge reached on March 2,
1998.
Under the terms of the agreement, Siebel Systems issued approximately 15.1
million shares to the shareholders of Scopus, giving the transaction a value of
$381.4 million based on Siebel's closing price of $25.25 on May 18, 1998. Siebel
Systems also reserved approximately 2.6 million shares reflecting the assumption
of Scopus employee stock options. The company's 1997 pro-forma combined revenue
was $206.4 million. The merged organization, headquartered in San Mateo, CA,
includes more than 1,000 employees and 500 customers worldwide. The former
Scopus Technology organization has been fully integrated within Siebel Systems.
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Siebel Systems Completes Merger With Scopus Technology
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Except for the historical information contained herein, the matters discussed in
this news release are forward-looking statements that involve risks and
uncertainties, including the risk associated with the timely development and
market acceptance of new products and upgrades to existing products, the impact
of competitive products and pricing, and other risks detailed from time-to-time
in the company's filings with the Securities and Exchange Commission (SEC). In
particular, see the section titled "Risk Factors" in the company's registration
statement on Form S-4 (no. 333-48055) filed with the SEC on March 17,1998 and
the company's annual report on Form 10-K filed on March 17, 1998.
ABOUT SIEBEL SYSTEMS
Siebel Systems, Inc., (NASDAQ: SEBL) is the world's leading supplier of
Enterprise Relationship Management systems for organizations focused on
increasing sales, marketing, and customer service effectiveness in field sales,
service organizations, telesales, telemarketing, call centers, and third-party
resellers. The company's Windows-based client/server software combines a
standards-based open architecture with new and emerging technologies to enable
exceptional scalability, configurability, functionality, and performance. Siebel
Systems' corporate alliances include Andersen Consulting, Compaq Computer
Corporation, Microsoft, Inc. and Price Waterhouse. Additional Siebel Systems
product and service information is located on the World Wide Web at
www.siebel.com.
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# # #
Siebel and Scopus are trademarks of Siebel Systems, Inc. and may be registered
in certain jurisdictions. All other product and company names mentioned are the
property of their respective owners and are mentioned for identification
purposes only.
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