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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.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-20725 94-3187233
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation File Number) Identification No.)
1855 SOUTH GRANT STREET
SAN MATEO, CA 94402
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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 2 ACQUISITION OR DISPOSITION OF ASSETS
Except for the historical information contained herein, this Current Report
on Form 8-K (the "Report") contains 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 Siebel System, Inc.'s ("Siebel") filings with
the Securities and Exchange Commission (SEC). In particular, see the section
titled "Risk Factors" in Siebel's registration statement on Form S-4 (No. 333-
48055) filed with the SEC on March 17, 1998 and Siebel's annual report on Form
10-K filed on March 17, 1998.
Syracuse Acquisition Sub, Inc. ("Merger Sub"), which was a wholly owned
subsidiary of Siebel, was merged with and into Scopus Technology Inc., a
California corporation ("Scopus"), pursuant to an Agreement and Plan of Merger
and Reorganization, dated as of March 1, 1998, among Siebel, Merger Sub and
Scopus (the "Agreement"). The terms of the Agreement were determined through
arms' length negotiations between Siebel and Scopus.
The merger of Merger Sub with and into Scopus (the "Merger") became
effective at the time of the filing of an Agreement of Merger with the
California Secretary of State on May 18, 1998 (the "Effective Time") after
73.63% of the outstanding shares of Scopus common stock, par value $0.001 per
share ("Scopus Common Stock"), approved the Agreement and the Merger and 74.59%
of the outstanding shares of Siebel common stock, par value $0.001 per share
("Siebel Common Stock"), approved the issuance of Siebel Common Stock in
connection with the Merger. Of the Scopus Common Stock eligible to vote on the
Agreement and the Merger, 0.05% voted against the Agreement and the Merger and
0.02% abstained. Of the Siebel Common Stock eligible to vote on the issuance of
Siebel Common Stock in connection with the Merger, 0.11% voted against the
issuance and 0.26% abstained. At the Effective Time: (i) Merger Sub ceased to
exist; (ii) Scopus, as the surviving corporation in the Merger, became a wholly
owned subsidiary of Siebel; and (iii) subject to the provisions of the Agreement
relating to the payment of cash in lieu of fractional shares, each share of
Scopus Common Stock outstanding immediately prior to the Effective Time was
converted into the right to receive 0.7281 shares of Siebel Common Stock.
In addition, pursuant to the Agreement, at the Effective Time, all rights
with respect to Scopus options then outstanding, were converted into and became
rights with respect to Siebel Common Stock, and Siebel assumed each such
outstanding Scopus option in accordance with the terms of such option. By
virtue of the assumption by Siebel of such Scopus options, from and after the
Effective Time: (i) each Scopus option assumed by Siebel may be exercised
solely for Siebel Common Stock; (ii) the number of shares of Siebel Common
Stock subject to each such Scopus option is equal to the number of shares of
Scopus Common Stock subject to such option immediately prior to the Effective
Time multiplied by 0.7281 (the exchange ratio in the Merger), rounded down to
the nearest whole share (with cash, less the applicable exercise price, being
payable for any fraction of a share); and (iii) the per share exercise price
under each such Scopus option was adjusted by dividing the per share exercise
price under such Scopus option by 0.7281 and rounding up to the nearest cent.
The former stockholders of Scopus are receiving approximately 15.1 million
shares of Siebel Common Stock pursuant to the Merger. In addition, approximately
2.6 million shares of
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Siebel Common Stock may be issued in connection with the exercise of the Scopus
options assumed by Siebel or the exercise of Siebel options issued to replace
Scopus options in connection with the Merger.
The Merger is intended to be a tax-free reorganization under the Internal
Revenue Code of 1986, as amended, and is expected to be accounted for as a
pooling of interests. A copy of the press release announcing the consummation of
the Merger is attached hereto as Exhibit 99.1.
Siebel 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's corporate alliances
include Andersen Consulting, Compaq Computer Corporation, Microsoft, Inc. and
Price Waterhouse.
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of the Business Acquired
(1) The required financial statements with respect to the
acquired business referred to in Item 2 of this Report are incorporated by
reference to such financial statements as filed with the Securities and Exchange
Commission (the "Commission) by Scopus (Commission File Number 000-26948) in
Scopus' Annual Report on Form 10-K for the fiscal year ended March 31, 1997 and
in Scopus' Quarterly Reports on Form 10-Q for the quarterly periods ended June
30, 1997, September 30, 1997 and December 31, 1997.
(b) Pro Forma Financial Information
(2) The required pro forma financial information with respect to
the acquired business referred to in Item 2 of this Report is incorporated by
reference to such pro forma financial information as filed with the Commission
by Siebel in the Registration Statement on Form S-4 (Registration No. 333-48055)
on March 17, 1997.
(c) Exhibits
EXHIBIT NO. DESCRIPTION
2.1 Agreement and Plan of Merger and Reorganization, dated as of
March 1, 1998, among Siebel Systems, Inc. a Delaware corporation,
Syracuse Acquisition Sub, Inc., a California corporation, and
Scopus Technology, Inc. a California corporation (incorporated by
reference to Exhibit 99.1 to Current Report on Form 8-K filed
with the Commission on March 16, 1998).
23.1 Consent of Coopers & Lybrand L.L.P. (filed herewith).
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99.1 Press Release of Siebel, dated May 18, 1998 (incorporated by
reference to Exhibit 99.1 to Current Report on Form 8-K filed
with the Commission on May 19, 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 29, 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 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this current report of Siebel
Systems, Inc. on Form 8-K of our report dated April 18, 1997, on our audits of
the consolidated financial statements and financial statement schedule of Scopus
Technology, Inc. and subsidiaries as of March 31, 1997 and 1996, and for the
years ended March 31, 1997, 1996 and 1995, which report is included in the
Scopus Technology, Inc. 1997 Annual Report on Form 10-K.
/s/ Coopers & Lybrand L.L.P.
San Jose, California
May 27, 1998
