<PAGE>
As filed with the Securities and Exchange Commission on November 19, 1996
Registration No. 333-__________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8/S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
SCOPUS TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-3134998
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1900 POWELL ST., SUITE 700
EMERYVILLE, CALIFORNIA 94608
(510) 428-0500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
1991 STOCK OPTION PLAN
FOUNDER'S OPTIONS
(Full title of the plans)
-------------------------
MICHELE AXELSON
CHIEF FINANCIAL OFFICER
SCOPUS TECHNOLOGY, INC.
1900 POWELL ST., SUITE 700
EMERYVILLE, CALIFORNIA 94608
(510) 428-0500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------------
Copy to:
HOWARD S. ZEPRUN, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Title of Securities | Amount to be | Proposed Maximum | Proposed Maximum | Amount of
to be Registered | Registered | Offering Price | Aggregate Offering | Registration
| | Per Share | Price | Fee
- --------------------------------------------+---------------+-------------------+--------------------+-------------
<S> | <C> | <C> | <C> | <C>
Common Stock, $0.001 par value | | | |
- --------------------------------------------+---------------+-------------------+--------------------+-------------
- - 1991 Stock Option Plan (the "1991 Plan") | 500,000 | $37.44 (1) | $18,720,000 | $5,672.73
- --------------------------------------------+---------------+-------------------+--------------------+-------------
- - Founder's Options | 30,000 | $0.816 | $ 24,480.00 | $ 7.42
- --------------------------------------------+---------------+-------------------+--------------------+-------------
Total | 530,000 | | $18,744,480 | $ 5680.15
===================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457 of Regulation C solely for the purpose of
calculating the registration fee. The proposed maximum offering price per
share with respect to the 500,000 shares reserved for issuance under the
1991 Stock Option Plan has been estimated to be the average of the high and
low prices reported in the Nasdaq National Market on November 13, 1996.
<PAGE>
SCOPUS TECHNOLOGY, INC.
30,000 Shares
Common Stock
--------------------------
This Prospectus relates to 30,000 shares of Common Stock, $0.001 par value
per share ("Common Stock"), of Scopus Technology, Inc. (the "Company"), which
may be offered from time to time by certain Selling Shareholders named herein
(the "Selling Shareholders") for their respective own benefit. Such shares may
be sold by the respective Selling Shareholders pursuant to certain options
("Founder's Options") previously granted by the respective Selling Shareholders
to employees of and/or consultants to the Company. The Company will receive no
part of the proceeds from sales made by Selling Shareholders hereunder. All
expenses of registration incurred in connection with this offering are being
borne by the Company, but all selling and other expenses incurred by a Selling
Shareholder will be borne by such Selling Shareholder. None of the shares
offered pursuant to this Prospectus have been registered prior to the filing of
the Registration Statement of which this Prospectus is a part.
The Selling Shareholders may under certain circumstances be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Securities Act").
The Common Stock of the Company is traded in the over-the-counter market.
On November 13 , 1996, the closing price of the Company's Common Stock, as
reported by NASDAQ's National Market System in The Wall Street Journal, was
$38-1/4 (NASDAQ Symbol: SCOP).
SEE "RISK FACTORS" COMMENCING ON PAGE 3 FOR A DISCUSSION OF
CERTAIN RISK FACTORS APPLICABLE TO ANY PURCHASE OF SHARES HEREUNDER.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-----------------------
The date of this Prospectus is November 18, 1996
<PAGE>
No person is authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company or the Selling Shareholder. This Prospectus does not constitute an
offer to sell, or a solicitation of an offer to buy, nor shall there be any sale
of these securities by any person in any jurisdiction in which it is unlawful
for such person to make such offer, solicitation or sale. Neither the delivery
of this Prospectus nor any sale made hereunder shall under any circumstances
create an implication that the information contained herein is correct as of any
time subsequent to the date hereof.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus is delivered, upon written or oral request of any
such person, a copy of any and all of the information that has been or may be
incorporated by reference in this Prospectus, other than exhibits to such
documents. Requests for such copies should be directed to the Company's Chief
Financial Officer at 1900 Powell Street, Suite 700, Emeryville, CA 94608. The
Company's telephone number at that location is (510) 428-0500.
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934 and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information can be
inspected and copied at the Public Reference Room of the Commission, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, IL 60661-2511 and
7 World Trade Center, Suite 1300, New York, NY 10048; and copies of such
material can be obtained from the Public Reference Section of the Commission,
Washington, D.C. 20549, at prescribed rates. The Commission maintains a World
Wide Web site that contains reports, proxy and information statements and other
information regarding restraints that file electronically with the commission.
The address of the site is http://www.sec.gov.
--------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
The Company........................................................... 3
Risk Factors.......................................................... 3
Selling Shareholders.................................................. 5
Plan of Distribution.................................................. 6
Indemnification of Officers and Directors............................. 7
Information Incorporated by Reference................................. 7
</TABLE>
--------------------------------
This Prospectus contains information concerning Scopus Technology, Inc.
and sales of its Common Stock by the Selling Shareholders, but does not contain
all the information set forth in the Registration Statement which the Company
has filed with the Securities and Exchange Commission under the Securities Act
of 1933. The Registration Statement, including various exhibits, may be
inspected at the Commission's office in Washington, D.C.
-2-
<PAGE>
THE COMPANY
Scopus Technology, Inc. ("Scopus" or the "Company") is a leading provider
of client/server software solutions for the customer information management
market. The Company's applications, Scopus SupportTEAM, Scopus QualityTEAM,
Scopus SalesTEAM and Scopus ServiceTEAM automate external customer support and
internal help desk support, the product design change process and sales and
marketing activities. Scopus applications are designed to enable organizations
to build a knowledgebase of customer information that can be accessed and used
by individuals throughout the enterprise to improve customer support and
satisfaction. The Company's products are based on a modular, open architecture
and support a variety of client computing platforms, industry standard
relational databases and server operating systems. Scopus products offer
customers a unique combination of built-in functionality, customizability,
adaptability and scalability. The Company also offers consulting, training and
post-sale maintenance and support services to facilitate the installation and
use of the Company's products.
Scopus Technology, Inc. was incorporated in California in March 1991. Its
principal executive offices are located at 1900 Powell Street, Suite 700,
Emeryville, CA 94608, and its telephone number at that address is (510) 428-
0500. The Common Stock of the Company is traded on the NASDAQ National Market
System and is quoted under the symbol SCOP.
RISK FACTORS
Overview. The Company's quarterly operating results have varied substantially in
- --------
the past and are likely to vary substantially from quarter to quarter in the
future due to a variety of factors. In particular, the Company's period-to-
period operating results are significantly dependent upon the timing of the
closing of large license agreements. In this regard, the purchase of the
Company's products can require a significant capital investment from a potential
customer which the customer generally views as a discretionary cost that can be
deferred or canceled due to budgetary or other business reasons. Estimating
future revenues is also difficult because the Company ships its products soon
after an order is received and as such does not have a significant backlog.
Thus, quarterly license revenues are heavily dependent upon orders received and
shipped within the same quarter. Moreover, the Company has generally recorded
50% to 70% of its total quarterly revenues in the third month of a quarter, with
a concentration of these revenues in the last half of that third month. This
concentration of revenues is influenced by customer tendencies to make
significant capital expenditures at the end of a fiscal quarter. The company
expects these revenue patterns to continue for the foreseeable future. In
addition, quarterly license revenues are also dependent on the timing of
customer installations and the fulfillment of acceptance criteria. In this
regard the Company has from time to time experienced delays in recognizing
revenues with respect to certain orders. Despite the uncertainties in its
revenue patterns, the company's operating expenses are based upon anticipated
revenue levels and such expenses are incurred on an approximately ratable basis
throughout the quarter. As a result, if expected revenues are deferred or
otherwise not realized in a quarter for any reason, the Company's business,
operating results and financial condition would be materially adversely
affected.
-3-
<PAGE>
Variability of Operating Results; Uncertainty of Future Operating Results.
-------------------------------------------------------------------------
As discussed earlier, the Company's revenues have in the past and may in the
future vary greatly from quarter to quarter. Further, while revenues may vary,
expenses are generally committed at the beginning of each quarter based on
revenue expectation. Therefore, a variety of internal and external factors can
impact the timing and recognition of revenues and could have a material adverse
effect on operating results. In addition, while efforts to improve the gross
margin of services and maintenance revenues have yielded positive results, there
can be no assurances that in the future the Company will not again experience
reduced margins in this area.
Competition. The customer information management software market is
-----------
relatively new, intensely competitive, highly fragmented, subject to rapid
change and highly sensitive to new product introductions and marketing efforts
by industry participants. The Company competes with a variety of other
companies depending on the target market for their products. There can be no
assurance that the Company can continue to compete successfully against current
or future competitors or that this competition will not materially affect the
Company's operating results.
Management of Growth. The Company's business has continued to expand
--------------------
rapidly. The Company will continue to be dependent upon its ability to attract,
hire and retain skilled employees for whom there is considerable market
competition. Further, as these new employees are hired, additional strains will
be placed on the Company's management, reporting and control systems.
Emerging Markets. The Company's future financial performance will depend
----------------
in large part on the growth in demand for individual customer information
management applications as well as the number of organizations adopting
comprehensive customer information systems for their client/server computing
environments. The market for these products is relatively new and undeveloped.
If the market for these products fails to develop or develops more slowly than
expected, the Company's operating results could be materially adversely
affected.
Rapid Technological Change; Dependence on Product Development. The market
-------------------------------------------------------------
for the Company's products is characterized by rapid technological advances and
evolving industry standards. The Company is currently investing significant
resources in product development and expects to continue to do so in the future.
However, there can be no assurance that the Company will be successful in
continuing to develop and market, on a timely and cost-effective basis, fully
functional products or product enhancements that meet evolving market demands.
Expansion of International Operations; Foreign Currency Fluctuations. An
--------------------------------------------------------------------
important element of the Company's strategy is to expand its international
operations. Currently, less than 10% of the Company's revenues are from
international operations. There is risk that the Company will be unsuccessful
in expanding its international business or its international business may expand
more slowly than expected. Further, international expansion will subject the
Company to the greater risks inherent in international operations, such as
fluctuations in foreign currency exchange rates, higher taxes and duties and the
challenge of managing more global operations. Any of these risks could
materially adversely impact operating results.
-4-
<PAGE>
SELLING SHAREHOLDERS
The following table shows the name and number of shares to be sold by each
Selling Shareholder pursuant to this Prospectus. Mr. Aaron Omid is a co-founder
of the Company and has served as the Company's Vice President, Sales since March
1991, and as Secretary since February 1992. Mr. Aaron Omid also served as
President of the Company from March 1991 to October 1991, and as a director of
the Company from March 1991 to October 1992.
Mr. Ori Sasson is a co-founder of the Company and has served as the
Company's Chairman of the Board since the Company's inception in March 1991.
Mr. Ori Sasson has also served as the Company's Chief Executive Officer and
President since February 1994 and as Secretary from March 1991 to February 1992.
Mr David Schwab is a co-founder of the Company and has served as the
Company's Vice President, Applications from May 1995 until May 1996 when he left
the Company. From March 1991 to May 1995, he served as the Company's Vice
President, Sales. From October 1991 to February 1992, Mr. Schwab served as the
President and Chief Operating Officer of the Company, and from November 1991 to
October 1992, he served as a director of the Company.
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Beneficially Owned
Prior to Offering(1) After Offering(1)
------------------------- Shares to -------------------------
Name Number % of Class be Sold Number % of Class
- -------------------------------------------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Aaron Omid 992,500(2) 8% 15,000 842,500(2) 7%
1900 Powell St., Suite 700
Emeryville, CA 94608
Ori Sasson 860,000(3) 7% 5,000 855,000(3) 7%
1900 Powell St., Suite 700
Emeryville, CA 94608
David Schwab 655,000 5% 10,000 654,000 5%
50 Pleasant Court
Foster City, CA 94404
</TABLE>
(1) Based on 11,916,564 total outstanding shares at September 30, 1996 and
shares beneficially owned by each Selling Shareholder on such date,
including shares subject to options exercisable within 60 days of such date.
(2) Includes 0 shares subject to options exercisable within 60 days of September
30, 1996.
(3) Includes 0 shares subject to options exercisable within 60 days of September
30, 1996. [Also includes 64,582 shares held by a trust as to which Mr.
Sasson is trustee. Does not include 400,000 shares beneficially owned by a
trust for the benefit of Mr. Sasson's children, of which he disclaims
beneficial ownership.]
-5-
<PAGE>
PLAN OF DISTRIBUTION
The shares to be sold by the Selling Shareholders hereunder are subject to
certain options previously preempted by the respective Selling Shareholders to
certain individual employees and/or consultants of the Company in connection
with their employment by the Company. Shares are to be sold hereunder upon
exercise of the respective options by the respective optionees, which options
may only be exercised prior to October 24, 1998. A total of three (3)
individuals hold options granted by the Selling Shareholders and representing
by the Shares registered hereby. Each option has an exercise price of $0.816
per share.
There can be no assurances that the Selling Shareholders will sell any or
all of the shares of Common Stock offered hereunder.
-6-
<PAGE>
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Restated Articles of Incorporation require the Company to
indemnify officers and directors of the Company to the maximum extent permitted
by the California General Corporation Law. Section 317 of the California
General Corporation law makes provisions for the indemnification of officers,
directors, and other corporate agents in terms sufficiently broad to indemnify
such persons, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act. The
Company has entered into indemnification agreements to such effect with its
officers and directors.
Article IV of the Amended and Restated Bylaws of the Company provides that
the Company shall indemnify certain agents of the Company against judgments,
fines, settlements and other expenses arising from such person's agency
relationship with the Company to the maximum extent permitted by the California
General Corporation Law. Agents covered by this indemnification provision
include current and former directors, officers, employees and other agents of
the Company, as well as persons who serve at the request of the Company as
directors, officers, employees or agents of another enterprise.
The Company has entered into separate indemnification agreements with its
directors and officers, which may require the Company, among other things, to
indemnify them against certain liabilities that may arise by reason of their
status or service as directors or officers (other than liabilities arising from
willful misconduct of a culpable nature), and to advance their expenses incurred
as a result of any proceeding against them as to which they could be
indemnified.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act an is therefore
unenforceable.
INFORMATION INCORPORATED BY REFERENCE
There are hereby incorporated by reference in this Prospectus the following
documents and information heretofore filed with the Securities and Exchange
Commission:
a. The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996 and the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996 and the quarter ending September 30, 1996 as filed with the
Commissioner pursuant to the Securities Exchange Act of 1934, as amended ("Equal
Exchange Act").
b. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated September 29, 1995 (File No.
0-26948), filed pursuant to Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing such
documents.
-7-
<PAGE>
SCOPUS TECHNOLOGY, INC.
REGISTRATION STATEMENT ON FORM S-8/S-3
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission") by the Registrant:
a. The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1996 and the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996 and the quarter ending September 30, 1996
as filed with the Commission pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
b. The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated September 29,
1995, filed pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.
c. Consent of Auditors (Exhibit 23.1)
d. Consent of Counsel (Exhibit 5.1)
All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof, and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California General Corporation Law authorizes a
court to award, or a corporation's Board of Directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act of 1933,
as amended (the "Securities Act"). Article IV of the Registrant's Restated
Articles of Incorporation and Article VI of the Registrant's Bylaws provide for
indemnification of its directors, officers, employees and other agents to the
maximum extent permitted by the California General Corporation Law. In addition,
the Registrant has entered into Indemnification Agreements with its officers and
directors.
-8-
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. INDEX TO EXHIBITS.
<TABLE>
<CAPTION>
<S> <C> <C>
Exhibit
Number Description of Document
------- -------------------------------------------------------------------------------------
4.1 1991 Stock Option Plan, as amended, together with form of option agreement thereunder
4.2 Form of Founder Option Agreement
5.1 Opinion of Counsel as to legality of securities being registered
23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page 10)
</TABLE>
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Registrant's Certificate of
Incorporation, Bylaws, indemnification agreements or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
-9-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Emeryville, State of California, on November 19,
1996
SCOPUS TECHNOLOGY, INC.
By: /s/ Michele Axelson
___________________________________
Michele Axelson
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ori Sasson and Michele Axelson, jointly
and severally, his attorneys-in-fact, each with full power of substitution, for
him in any and all capacities, to sign any amendments to this Registration
Statement on Form S-8 and S-3, and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-
fact, or his substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------- ---------------------------- ----------------
<S> <C> <C>
/s/ Ori Sasson Director, Chairman and Chief November 19, 1996
- ----------------------------- Executive Officer (Principal
(Ori Sasson) Executive Officer)
/s/ Michele Axelson Chief Financial Officer November 19, 1996
- ----------------------------- (Principal Financial and
(Michele Axelson) Accounting Officer)
/s/ J. Michael Cline Director November 19, 1996
- -----------------------------
(J. Michael Cline)
/s/ Christopher R Gibbons Director November 19, 1996
- -----------------------------
(Christopher R. Gibbons)
/s/ Max Hopper Director November 19, 1996
- -----------------------------
(Max Hopper)
/s/ Ronald A. Abelmann Director November 19, 1996
- -----------------------------
(Ronald A. Abelmann)
</TABLE>
-10-
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------------------------------------------------
EXHIBITS
------------------------------------------------------------------------
Registration Statement on Form S-8/S-3
SCOPUS TECHNOLOGY, INC.
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
Number Description Page
- ------- ---------------------------------------------------- ------------
<S> <C> <C>
4.1 1991 Stock Option Plan, as amended, together with
form of option agreement thereunder
4.2 Form of Founder Option Agreement
5.1 Opinion of counsel as to legality of securities
being registered
23.1 Consent of Coopers & Lybrand L.L.P., Independent
Accountants
24.2(1) Consent of Counsel
25.1(2) Power of Attorney
</TABLE>
_____________________________
(1) Contained in Exhibit 5.1.
(2) See page 10
<PAGE>
EXHIBIT 4.1
SCOPUS TECHNOLOGY, INC.
1991 STOCK OPTION PLAN
(AS AMENDED AUGUST 15, 1996)
1. Purposes of the Plan. The purposes of this 1991 Stock Option Plan are to
--------------------
attract and retain qualified personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants of
the Company and its Subsidiaries, and to promote the success of the Company's
business. Options granted under the Plan may be incentive stock options (as
defined under Section 422 of the Code) or nonstatutory stock options, as
determined by the Administrator at the time of grant of an option and subject to
the applicable provisions of Section 422 of the Code, as amended, and the
regulations promulgated thereunder. Stock purchase rights may also be granted
under the Plan.
2. Definitions. As used herein, the following definitions shall apply:
-----------
a. "Administrator" means the Board or any of its Committees appointed
-------------
pursuant to Section 4 of the Plan.
b. "Board" means the Board of Directors of the Company.
-----
c. "Code" means the Internal Revenue Code of 1986, as amended.
----
d. "Committee" means the Committee appointed by the Board of Directors in
---------
accordance with paragraph (a) of Section 4 of the Plan.
e. "Common Stock" means the Common Stock of the Company.
------------
f. "Company" means Scopus Technology, Inc., a California Corporation.
-------
g. "Consultant" means any person, including an advisor, who is engaged by
----------
the Company or any Parent or Subsidiary to render services and is compensated
for such services. The term Consultant shall not include directors who are not
compensated for their services or are paid only a director's fee by the Company.
h. "Continuous Status as an Employee or Consultant" means the absence of
----------------------------------------------
any interruption or termination of the Optionee's relationship as an Employee or
Consultant with the Company or any Subsidiary. Continuous Status as an Employee
or Consultant shall not be considered interrupted in the case of (i) sick leave
taken by an Employee; (ii) military leave taken by an Employee (iii) any other
leave of absence approved by the Administrator; provided in any such case that
--------
such leave is for a period of not more than ninety (90) days unless (A) in the
case of termination of employment, reemployment upon the expiration of such
leave is guaranteed by contract or statute, or (B) otherwise provided pursuant
to Company policy adopted from time to time; or (iv) in the case of transfers
between locations of the Company or between the Company, its Subsidiaries or its
successor.
i. "Employee" means any person, including officers and directors,
--------
employed by the Company or any Parent or Subsidiary of the Company. The payment
of a director's fee by the Company shall not be sufficient to constitute
"employment" by the Company.
j. "Exchange Act" means the Securities Exchange Act of 1934, as amended.
------------
<PAGE>
k. "Fair Market Value" means, as of any date, the value of Common Stock
-----------------
determined as follows:
i. If the Common Stock is listed on any established stock
exchange or a national market system including without
limitation the Nasdaq National Market of the National
Association of Securities Dealers, Inc. Automated Quotation
("Nasdaq") System, its Fair Market Value shall be the closing
sale price for such stock (or the closing bid, if no sales
were reported, as quoted on such system or exchange for the
last market trading day prior to the time of determination) as
reported in The Wall Street Journal or such other source as
-----------------------
the Administrator deems reliable;
ii. If the Common Stock is quoted on the Nasdaq System (but not
on the Nasdaq National Market thereof) or regularly quoted by
a recognized securities dealer, but selling prices are not
reported, its Fair Market Value shall be the mean between the
closing bid and asked prices for the Common Stock as reported
in The Wall Street Journal or such other source as the
-----------------------
Administrator deems reliable, or;
iii. In the absence of an established market for the Common Stock,
the Fair Market Value thereof shall be determined in good
faith by the Administrator.
l. "Incentive Stock Option" means an Option not intended to qualify as
----------------------
an Incentive Stock Option.
m. "Nonstatutory Stock Option" means an Option not intended to qualify
-------------------------
as a Incentive Stock Option.
n. "Option" means a stock option granted pursuant to the Plan.
------
o. "Optioned Stock" means the Common Stock subject to an Option.
--------------
p. "Optionee" means an Employee or Consultant who receives an Option.
--------
q. "Parent" means a "parent corporation," whether now or hereafter
------
existing, as defined in Section 424(e) of the Code.
r. "Plan" means this Scopus Technology, Inc. 1991 Stock Option Plan.
----
s. "Restricted Stock" means Shares acquired pursuant to a grant of
----------------
Stock Purchase Rights under Section II of the Plan.
t. "Share" means a share of the Common Stock, as adjusted in accordance
-----
with Section 12 of the Plan.
u. "Subsidiary" means a "subsidiary corporation," whether now or
----------
hereafter existing as defined in Section 424(f) of the Code.
3. Stock Subject to the Plan. Subject to the provisions of Section 12 of the
-------------------------
Plan, the maximum aggregate number of Shares which may be placed under option
and sold under the Plan is 3,700,000 Shares. The Shares may be authorized, but
unissued, or reacquired Common Stock.
If an Option or Stock Purchase Right expires or becomes unexercisable
without having been exercised in full, or is surrendered pursuant to an Option
Exchange Program, the unpurchased Shares which were subject
thereto shall become available for future grant or sale under the Plan (unless
the Plan has terminated); provided , however, that Shares that have actually
been issued under the Plan, whether upon exercise of an Option or Right, shall
not be
-2-
<PAGE>
returned to the Plan and shall not become available for future distribution
under the Plan, except that if Shares of Restricted Stock are repurchased by the
Company at their original purchase price, and the original purchaser of such
Shares did not receive any benefits of ownership of such Shares, such Shares
shall become available for future grant under the Plan. For purposes of the
preceding sentence, voting rights shall not be considered a benefit of Share
ownership.
4. Administration of the Plan.
--------------------------
a. Procedure.
---------
i. Multiple Administrative Bodies. If permitted by Rule 16b-3, the
------------------------------
Plan may be administered by different bodies with respect to directors,
officers who are not directors, and Employees who are neither directors nor
officers.
ii. Administration With Respect to Directors and Officers Subject to
-----------------------------------------------------------------
Section 16(b). With respect to Option or Stock Purchase Right grants made
-------------
to Employees who are also officers or directors subject to Section 16(b) of
the Exchange Act, the Plan shall be administered by (A) the Board, if the
Board may administer the Plan in a manner complying with the rules under
Rule 16b-3 relating to the disinterested administration of employee benefit
plans under which Section 16(b) exempt discretionary grants and awards of
equity securities are to be made, or (B) a committee designated by the
Board to administer the Plan, which committee shall be constituted to
comply with the rules under Rule 16b-3 relating to the disinterested
administration of employee benefit plans under which Section 16(b) exempt
discretionary grants and awards of equity securities are to be made. Once
appointed, such Committee shall continue to serve in its designated
capacity until otherwise directed by the Board. From time to time the
Board may increase the size of the Committee and appoint additional
members, remove members (with or without cause) and substitute new members,
fill vacancies (however caused), and remove all members of the Committee
and thereafter directly administer the Plan, all to the extent permitted by
the rules under Rule 16b-3 relating to the disinterested administration of
employee benefit plans under which Section 16(b) exempt discretionary
grants and awards of equity securities are to be made.
iii. Administration With Respect to Other Persons. With respect to
--------------------------------------------
Option or Stock Purchase Right grants made to Employees or Consultants who
are neither directors nor officers of the Company, the Plan shall be
administered by (A) the Board or (B) a committee designated by the Board,
which committee shall be constituted to satisfy Applicable Laws. Once
appointed, such committee shall serve in its designated capacity until
otherwise directed by the Board. The Board may increase the size of the
Committee and appoint additional members, remove members (with or without
cause) and substitute new members, fill vacancies (however caused), and
remove all members of the Committee and thereafter directly administer the
Plan, all to the extent permitted by Applicable Laws.
b. Powers of the Administrator. Subject to the provisions of the Plan
---------------------------
and in the case of a Committee, the specific duties delegated by the Board to
such Committee, the Administrator shall have the authority, in its discretion:
i. to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(k) of the Plan;
-3-
<PAGE>
ii. to select the officers, Consultants and Employees to whom
Options and Stock Purchase Rights may from time to time be
granted hereunder;
iii. to determine whether and to what extent Options and Stock
Purchase Rights or any combination thereof, are granted
hereunder;
iv. to determine the number of Shares to be covered by each such
award granted hereunder;
v. to approve forms of agreement for use under the Plan,
vi. to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder (including,
but not limited to, the price per Share and any restriction or
limitation regarding any Option or other award and the Shares
relating thereto, based in each case on such factors as the
Administrator shall determine, in Its sole discretion),
vii. to determine whether and under what circumstances an Option may
be settled in cash under subsection 9(f) instead of Common
Stock;
viii. to determine whether, to what extent and under what
circumstances Common Stock and other amounts payable with
respect to an award under this Plan shall be deferred either
automatically or at the election of the participant (including
providing for and determining the amount, if any, of any deemed
earnings on any deferred amount during any deferral period);
ix. to reduce the exercise price of any Option to the then current
Fair Market Value if the Fair Market Value of the Common Stock
covered by such Option shall have declined since the date the
Option was granted; and
x. to determine the terms and restrictions applicable to Stock
Purchase Rights and the Restricted Stock purchased by exercising
such Stock Purchase Rights.
c. Effect of Administrator's Decision. All decisions, determinations and
----------------------------------
interpretations of the Administrator shall be final and binding on all Optionees
and any other holders of any Options and Stock Purchase Rights.
5. Eligibility.
-----------
a. Nonstatutory Stock Options may be granted to Employees and
Consultants. Incentive Stock Options may be granted only to Employees. An
Employee or Consultant who has been granted an Option may, if he is otherwise
eligible, be granted an additional Option or Options.
b. Each Option shall be designated in the written option agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option. However,
notwithstanding such designations, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Options designated as Incentive Stock
Options are exercisable for the first time by any Optionee during any calendar
year (under all plans of the Company or any Parent or Subsidiary) exceeds
$100,000, such excess Options shall be treated as Nonstatutory Stock Options.
No option shall be void or voidable solely for the reason that the Option is not
expressly designated in the written option agreement as an Incentive Stock
Option or Nonstatutory Stock Option.
-4-
<PAGE>
c. For purposes of Section 5(b), Incentive Stock Options shall be taken
into account in the order in which they were granted, and the Fair Market Value
of the Shares shall be determined as of the time the Option with respect to such
Shares is granted.
d. The following limitations shall apply to grants of Options and Stock
Purchase Rights to Employees:
i. No Employee shall be granted, in any fiscal year of the Company,
Options and Stock Purchase Rights to purchase more than 250,000
Shares.
ii. In connection with his or her initial employment, an Employee may
be granted Options and Stock Purchase Rights to purchase up to an
additional 250,000 Shares which shall not count against the limit
set forth in subsection (i) above.
iii. The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company's capitalization as
described in Section 12.
iv. If an Option or Stock Purchase Right is cancelled in the same
fiscal year of the Company in which it was granted (other than in
connection with a transaction described in Section 12), the
cancelled Option or Stock Purchase Right will be counted against
the limits set forth in subsections (i) and (ii) above. For this
purpose, if the exercise price of an Option or Stock Purchase
Right is reduced, the transaction will be treated as a
cancellation of the Option or Stock Purchase Right and the grant
of a new Option or Stock Purchase Right.
e. The Plan shall not confer upon any Optionee any right with respect to
continuation of employment or consulting relationship with the Company, nor
shall it interfere in any way with his right or the Company's right to terminate
his employment or consulting relationship at any time, with or without cause.
6. Term of Plan. The Plan shall become effective upon the earlier to occur of
------------
its adoption by the Board of Directors or its approval by the shareholders of
the Company as described in Section 18 of the Plan. It shall continue in effect
for a term of ten (10) years unless sooner terminated under Section 14 of the
Plan.
7. Term of Option. The term of each Option shall be the term stated in the
--------------
Option Agreement; provided, however, that in the case of an Incentive Stock
Option, the term shall be no more than ten (10) years from the date of grant
thereof or such shorter term as may be provided in the Option Agreement.
However, in the case of an Option granted to an Optionee who, at the time the
Option is granted, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the term of the Option shall be five (5) years from the date of grant thereof or
such shorter term as may be provided in the Option Agreement.
8. Option Exercise Price and Consideration.
---------------------------------------
a. The per Share exercise price for the Shares to be issued pursuant to
exercise of an Option shall be such price as is determined by the Administrator,
but shall be subject to the following:
i. In the case of an Incentive Stock Option
(1) granted to an Employee who, at the time of the grant of such
Incentive Stock Option, owns stock representing more than
ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the per
Share
-5-
<PAGE>
exercise price shall be no less than 110% of the Fair Market
Value per Share on the date of grant.
(2) granted to any Employee other than an Employee described in
Section 8(a)(i)(A), the per Share exercise price shall be no
less than 100% of the Fair Market Value per Share on the
date of grant.
ii. In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be determined by the Administrator at the
time of grant.
b. The consideration to be paid for the Shares to be issued upon exercise
of an Option including the method of payment, shall be determined by the
Administrator (and, in the case of an Incentive Stock Option, shall be
determined at the time of grant) and may consist entirely of (1) cash, (2)
check, (3) promissory note, (4) other Shares which (x) in the case of Shares
acquired upon exercise of an Option, have been owned by the Optionee for more
than six months on the date of surrender and (y) have a Fair Market Value on the
date of surrender equal to the aggregate exercise price of the Shares as to
which said Option shall be exercised, (5) delivery of a properly executed
exercise notice together with irrevocable instructions to a broker to promptly
deliver to the Company the amount of sale or loan proceeds required to pay the
exercise price, (6) any combination of the foregoing methods of payment or (7)
such other consideration and method of payment for the issuance of Shares as may
be permitted under applicable laws. In making its determination as to the type
of consideration to accept, the Administrator shall consider if acceptance of
such consideration may be reasonably expected to benefit the Company.
9. Exercise of Option.
------------------
a. Procedure for Exercise: Rights as a Shareholder. Any Option granted
hereunder shall be exercisable at such times and under such conditions as
determined by the Administrator, including performance criteria with respect to
the Company or the Optionee, and as shall be permissible under the terms of the
Plan.
An Option may not be exercised for a fraction of a Share.
An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company. Full payment may, as authorized by the Administrator, consist of any
consideration and method of payment allowable under Section 8(b) of the Plan.
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Company shall issue (or cause
to be issued) such stock certificate promptly upon exercise of the Option. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date the stock certificate is issued, except as provided in
Section 12 of the Plan.
Exercise of an Option in any manner shall result in a decrease in the
number of Shares which thereafter may be available, both for purposes of the
Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.
b. Termination of Employment or Consulting Relationship. Upon
----------------------------------------------------
termination of an Optionee's Continuous Status as an Employee or Consultant,
other than upon the Optionee's death or Disability, the Optionee may exercise
his or her Option, but only within such period of time as is specified in the
Notice of Grant, and only to the extent that the Optionee was entitled to
exercise it at the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Notice of Grant). In
the absence of a specified time in the
-6-
<PAGE>
Notice of Grant, the Option shall remain exercisable for three (3) months
following the Optionee's termination. In the case of an Incentive Stock Option,
such period of time for exercise shall not exceed three (3) months from the date
of termination. If, on the date of termination, the Optionee is not entitled to
exercise the Optionee's entire Option, the Shares covered by the unexercisable
portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified by the
Administrator, the Option shall terminate, and the Shares covered by such Option
shall revert to the Plan.
With respect to the above, in the event of an Optionee's change in
status from Consultant to Employee or Employee to Consultant, the Optionee's
Continuous Status as an Employee or Consultant shall not be deemed to have
terminated solely as a result of such change in status. However, in the event
of an Optionee's change in status from Employee to Consultant, any Incentive
Stock Option held by the Optionee shall cease to be treated as an Incentive
Stock Option and shall be treated for tax purposes as a Nonstatutory Stock
Option three months and one day following such change of status.
c. Disability of Optionee. Notwithstanding the provisions of Section
----------------------
9(b) above, in the event of termination of an Optionee's consulting relationship
or Continuous Status as an Employee as a result of his disability, Optionee may,
but only within twelve (12) months from the date of such termination (but in no
event later than the expiration date of the term of such Option as set forth in
the Option Agreement), exercise the Option to the extent otherwise entitled to
exercise it at the date of such termination. To the extent that Optionee was
not entitled to exercise the Option at the date of termination, or if Optionee
does not exercise such Option to the extent so entitled within the time
specified, the Option shall terminate.
d. Death of Optionee. In the event of the death of an Optionee, the
-----------------
Option may be exercised at any time within twelve (12) months following the date
of death (but in no event later than the expiration date of the term of such
Option as set forth in the Option Agreement), by the Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or inheritance,
but only to the extent the Optionee was entitled to exercise the Option at the
date of death. To the extent that Optionee was not entitled to exercise the
Option at the date of termination, or if Optionee does not exercise such Option
to the extent so entitled within the time specified, the Option shall terminate.
e. Rule 16b-3. Options granted to persons subject to Section 16(b) of
----------
the Exchange Act must comply with Rule 16b-3 and shall contain such additional
conditions or restrictions as may be required thereunder to qualify for the
maximum exemption from Section 16 of the Exchange Act with respect to Plan
transactions.
f. Buyout Provisions. The Administrator may at any time offer to buy out
-----------------
for a payment in cash or Shares an Option previously granted, based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time that such offer is made.
10. Non-Transferability of Options. The Option may not be sold, pledged,
------------------------------
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised during the
lifetime of the Optionee only by the Optionee.
11. Stock Purchase Rights.
---------------------
a. Rights to Purchase. Stock Purchase Rights may be issued either alone,
------------------
in addition to, or in tandem with other awards granted under the Plan or cash
awards made outside of the Plan. After the Administrator determines that it
will offer Stock Purchase Rights under the Plan, it shall advise the offeree in
writing of the terms, conditions and restrictions related to the offer,
including the number of Shares that such person shall be entitled to purchase,
the price to be paid, and the time within which such person must accept such
offer, which shall in no event exceed sixty (60) days from the date upon which
the Administrator made the determination to grant the Stock
-7-
<PAGE>
Purchase Right. The offer shall be accepted by execution of a Restricted Stock
purchase agreement in the form determined by the Administrator.
b. Repurchase Option. Unless the Administrator determines otherwise, the
-----------------
Restricted Stock purchase agreement shall grant the Company a repurchase option
exercisable upon the voluntary or involuntary termination of the purchaser's
employment with the Company for any reason (including death or disability). The
purchase price for Shares repurchased pursuant to the Restricted Stock purchase
agreement shall be the original price paid by the purchaser and may be paid by
cancellation of any indebtedness of the purchaser to the Company. The
repurchase option shall lapse at such rate as the Committee may determine.
c. Other Provisions. The restricted stock purchase agreements used in
----------------
connection with the Plan need not be the same as one another, and all such
agreements shall contain such other terms, provisions and conditions not
inconsistent with the Plan as may be determined by the Administrator in its sole
discretion.
d. Rights as a Shareholder. Once a Stock Purchase Right is exercised,
-----------------------
the purchaser shall have the rights equivalent to those of a shareholder, and
shall be a shareholder when his or her purchase is entered upon the records of
the duly authorized transfer agent of the Company. No adjustment will be made
for a dividend or other right for which the record date is prior to the date the
Stock Purchase Right is exercised, except as provided in Section 12 of the Plan.
12. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset
------------------------------------------------------------------------
Sale.
- ----
a. Changes in Capitalization. Subject to any required action by the
-------------------------
shareholders of the Company, the number of shares of Common Stock covered by
each outstanding Option and Stock Purchase Right, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options or Stock Purchase Rights have yet been granted or which have
been returned to the Plan upon cancellation or expiration of an Option or Stock
Purchase Right, as well as the price per share of Common Stock covered by each
such outstanding Option or Stock Purchase Right, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued shares of Common Stock effected without receipt
of consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option or Stock
Purchase Right.
b. Dissolution or Liquidation. In the event of the proposed dissolution
--------------------------
or liquidation of the Company, to the extent that an Option or Stock Purchase
Right has not been previously exercised, it will terminate immediately prior to
the consummation of such proposed action. The Board may, in the exercise of its
sole discretion in such instances, declare that any Option or Stock Purchase
Right shall terminate as of a date fixed by the Board and give each Optionee the
right to exercise his or her Option or Stock Purchase Right as to all or any
part of the Optioned Stock, including Shares as to which the Option or Stock
Purchase Right would not otherwise be exercisable.
c. Merger or Asset Sale. In the event of a merger of the Company with or
--------------------
into another corporation, or the sale of substantially all of the assets of the
Company, each outstanding Option and Stock Purchase Right shall be assumed or an
equivalent option or right substituted by the successor corporation or a Parent
or Subsidiary of the successor corporation. In the event that the successor
corporation refuses to assume or substitute for the Option or stock purchase
right, the Optionee shall have the right to exercise the Option or Stock
Purchase Right as to all of the
-8-
<PAGE>
Optioned Stock, including Shares as to which it would not otherwise be
exercisable. If an Option or Stock Purchase Right is exercisable in lieu of
assumption or substitution in the event of a merger or sale of assets, the
Administrator shall notify the Optionee that the Option or Stock Purchase Right
shall be fully exercisable for a period of fifteen (15) days from the date of
such notice, and the Option or Stock Purchase Right shall terminate upon the
expiration of such period. For the purposes of this paragraph, the Option or
Stock Purchase Right shall be considered assumed if, following the merger or
sale of assets, the option or right confers the right to purchase or receive,
for each Share of Optioned Stock subject to the Option or Stock Purchase Right
immediately prior to the merger or sale of assets, the consideration (whether
stock, cash, or other securities or property) received in the merger or sale of
assets by holders of Common Stock for each Share held on the effective date of
the transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the merger or sale of
assets was not solely common stock of the successor corporation or its Parent,
the Administrator may, with the consent of the successor corporation, provide
for the consideration to be received upon the exercise of the Option or Stock
Purchase Right, for each Share of Optioned Stock subject to the Option or Stock
Purchase Right, to be solely common stock of the successor corporation or its
Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the merger or sale of assets.
13. Time of Granting Options or Stock Purchase Rights. The date of grant of an
-------------------------------------------------
Option or Stock Purchase Right shall, for all purposes, be the date on which the
Administrator makes the determination granting such Option or Stock Purchase
Right, or such other date as is determined by the Board. Notice of the
determination shall be given to each Employee or Consultant to whom an Option or
Stock Purchase Right is so granted within a reasonable time after the date of
such grant.
14. Amendment and Termination of the Plan.
-------------------------------------
a. Amendment and Termination. The Board may at any time amend, alter,
-------------------------
suspend or discontinue the Plan, but no amendment, alteration, suspension or
discontinuation shall be made which would impair the rights of any Optionee
under any grant theretofore made without his consent. In addition, to the
extent necessary and desirable to comply with Rule 16b-3 under the Exchange Act
or with Section 422 of the Code (or any other applicable law or regulation,
including the requirements of the NASD or an established stock exchange), the
Company shall obtain shareholder approval of any Plan amendment in such a manner
and to such a degree as required.
b. Effect of Amendment or Termination. Any such amendment or termination
----------------------------------
of the Plan shall not affect Options already granted and such Options shall
remain in full force and effect as if this Plan had not been amended or
terminated, unless mutually agreed otherwise between the Optionee and the
Administrator, which agreement must be in writing and signed by the Optionee and
the Company.
15. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to
----------------------------------
the exercise of an Option unless the exercise of such Option and the issuance
and delivery of such Shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations promulgated thereunder,
state securities laws, the requirements of any stock exchange upon which the
Shares may then be listed and any rule under Part 207 of Title 124 of the Code
of Federal Regulations ("Regulation G") as promulgated by the Federal Reserve
Board, and shall be further subject to the approval of counsel for the Company
with respect to such compliance.
As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned relevant provisions of law.
-9-
<PAGE>
16. Reservation of Shares. The Company, during the term of this Plan, will at
---------------------
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan. The inability of the
Company to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.
17. Agreements. Options and Stock Purchase Rights shall be evidenced by
----------
written agreements in such form as the Administrator shall approve from time to
time.
18. Shareholder Approval. Continuance of the Plan shall be subject to approval
--------------------
by the shareholders of the Company within twelve (12) months before or after the
date the Plan is adopted. Such shareholder approval shall be obtained in the
degree and manner required under applicable state and federal law.
-10-
<PAGE>
SCOPUS TECHNOLOGY, INC.
STOCK OPTION AGREEMENT TERMS AND CONDITIONS
1. Grant of Option. Scopus Technology, Inc., a California corporation (the
---------------
"Company"), has granted to the Optionee (the "Optionee") named in the Notice
portion of this Stock Option Agreement (the "Notice of Grant"), an option (the
"Option") to purchase a total number of shares of Common Stock (the "Shares")
set forth in the Notice of Grant, at the exercise price per share set forth in
the Notice of Grant (the "Exercise Price") subject to the terms, definitions and
provisions of the Scopus Technology, Inc. 1991 Stock Option Plan (the "Plan"),
which is incorporated herein by reference. Unless otherwise defined herein, the
terms defined in the Plan shall have the same defined meanings in this Option.
If designated as an Incentive Stock Option in the Notice of Grant, this
Option is intended to qualify as an Incentive Stock Option as defined in Section
422 of the Code.
2. Exercise of Option. This Option shall be exercisable during its term in
------------------
accordance with the Exercise Schedule set out in the Notice of Grant and with
the provisions of Section 9 of the Plan as follows:
(i) Right to Exercise.
-----------------
(a) This Option may not be exercised for a fraction of a share.
(b) In the event of Optionee's death, disability or other termination
of Optionee's consulting relationship or Continuous Status as an Employee, the
exercisability of the Option is governed by Section 9 of the Plan, subject to
the limitation contained in subsection 2(i)(c).
(c) In no event may this Option be exercised after the date of
expiration of the term of this Option as set forth in the Notice of Grant.
(ii) Method of Exercise. This Option shall be exercisable by delivery of
------------------
an Exercise Notice and Stock Purchase Agreement (the "Purchase Agreement") in
the form attached as Exhibit A, which shall state the number of Shares in
---------
respect of which the Option is being exercised, and such other representations
and agreements as to the holder's investment intent with respect to such shares
of Common Stock as may be required by the Company pursuant to the provisions of
the Plan. Such Purchase Agreement shall be signed by the Optionee and, if the
Optionee is married, the Optionee's spouse, and shall be delivered in person or
by certified mail to the Secretary of the Company. The Purchase Agreement shall
be accompanied by payment of the Exercise Price. This Option shall be deemed to
be exercised upon receipt by the Company of such fully executed Purchase
Agreement accompanied by the Exercise Price.
No Shares will be issued pursuant to the exercise of an Option unless such
issuance and such exercise shall comply with all relevant provisions of law and
the requirements of any stock exchange upon which the Shares may then be listed.
Assuming such compliance, for income tax purposes the Shares shall be considered
transferred to the Optionee on the date on which the Option is exercised with
respect to such Shares.
3. Method of Payment. Payment of the Exercise Price shall be by cash, check
-----------------
or a combination thereof.
4. Tax Consequences. Set forth below is a brief summary as of the date of
----------------
this Option of some of the federal and state tax consequences of exercise of
this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE
SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE
SHARES.
<PAGE>
(i) Exercise of Incentive Stock Option. If this Option qualifies as an
----------------------------------
Incentive Stock Option ("ISO"), there will be no regular federal income tax
liability or California income tax liability upon the exercise of the Option,
although the excess, if any, of the fair market value of the Shares on the date
of exercise over the Exercise Price will be treated as an adjustment to the
alternative minimum tax for federal tax purposes and may subject the Optionee to
the alternative minimum tax in the year of exercise.
(ii) Exercise of Nonqualified Stock Option ("NSO"). If this Option does
---------------------------------------------
not qualify as an ISO, there may be a regular federal income tax liability and a
state income tax liability upon the exercise of the Option. The Optionee will
be treated as having received compensation income (taxable at ordinary income
tax rates) equal to the excess, if any, of the fair market value of the Shares
on the date of exercise over the Exercise Price. If Optionee is an employee,
the Company will be required to withhold from Optionee's compensation or collect
from Optionee and pay to the applicable taxing authorities an amount equal to a
percentage of this compensation income at the time of exercise.
(iii) Disposition of Shares. In the case of an NSO, if Shares are held for
---------------------
at least one year, any gain realized on disposition of the Shares will be
treated as long-term capital gain for federal and state income tax purposes. In
the case of an ISO, if Shares transferred pursuant to the Option are held for at
least one year after exercise and are disposed of at least two years after the
Date of Grant, any gain realized on disposition of the Shares will also be
treated as long-term capital gain for federal and state income tax purposes. If
Shares purchased under an ISO are disposed of within such one-year period or
within two years after the Date of Grant, any gain realized on such disposition
will be treated as compensation income (taxable at ordinary income rates) to the
extent of the excess, if any, of the fair market value of the Shares on the date
of exercise over the Exercise Price.
(iv) Notice of Disqualifying Disposition of ISO Shares. If the Option
-------------------------------------------------
granted to Optionee herein is an ISO, and if Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or before the
later of (1) the date two years after the Date of Grant, or (2) the date one
year after transfer of such Shares to the Optionee upon exercise of the ISO, the
Optionee shall immediately notify the Company in writing of such disposition.
Optionee agrees that Optionee may be subject to income tax withholding by the
Company on the compensation income recognized by the Optionee from the early
disposition by payment in cash or out of the current earnings paid to the
Optionee.
BY ACCEPTING THIS OPTION GRANT, OPTIONEE ACKNOWLEDGES AND AGREES THAT THE
VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING
CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF
BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE
FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE
COMPANY'S 1991 STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE,
SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT
OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH OPTIONEE'S
RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY
AT ANY TIME, WITH OR WITHOUT CAUSE.
-2-
<PAGE>
EXHIBIT A
---------
EXERCISE NOTICE AND STOCK PURCHASE AGREEMENT
--------------------------------------------
Scopus Technology, Inc.
1900 Powell Street, Suite 700
Emeryville, California 94608
Attention: ____________________
1. Exercise of Option. Effective as of today, __________, 199___, the
------------------
undersigned ("Purchaser") hereby elects to purchase shares (the "Shares") of-
--------- ------
Common Stock of Scopus Technology, Inc. (the "Company") under and pursuant to
-------
the Company's 1991 Stock Option Plan (the "Plan") and the Stock Option Agreement
----
dated _______________ (the "Option Agreement"). The purchase price for the
----------------
Shares shall be $ , as required by the Option Agreement.
2. Delivery of Payment. Purchaser herewith delivers to the Company the full
-------------------
purchase price for the Shares.
3. Right of First Refusal. Purchaser acknowledges and agrees that before any
----------------------
Shares registered in the name of Purchaser may be sold or transferred (including
transfer by operation of law), such Shares shall first be offered to the Company
as follows:
a. Purchaser shall deliver a notice ("Notice") to the Company stating (i)
------
Purchaser's bona fide intention to sell or transfer such Shares, (ii)
the number of such Shares to be sold or transferred, (iii) the price
for which he or she proposes to sell or transfer such Shares, and (iv)
the name of the proposed purchaser or transferee.
b. Within thirty (30) days after receipt of the Notice, the Company or
its assignee may elect to purchase all or more Shares to which the
Notice refers at a price per share equal to the price per share set
forth in the Notice.
c. If the Company elects to exercise its right of first refusal, the
Company shall notify Purchaser in writing of the date and place for
closing, which closing shall occur not more than forty-five (45) days
after the Company's receipt of the Notice. At the closing, the holder
of the certificate for the shares to be sold shall deliver the stock
certificate or certificates evidencing such Shares, and the Company
shall deliver the purchase price therefor.
4. Market Standoff Agreement. Purchaser agrees, in connection with the
-------------------------
Company's initial underwritten public offering of the Company's securities, (1)
not to sell, make a short sale of, loan, grant any options for the purchase of,
or otherwise dispose of any shares of Common Stock of the Company held by
Purchaser (other than those shares included in the registration) without the
prior written consent of the Company or the underwriters managing such initial
underwritten public offering of the Company's securities for one hundred eighty
(180) days from the effective date of such registration, and (2) further agrees
to execute any agreement reflecting the above provision as may be requested by
the underwriters at the time of the public offering. The Company may impose
stop-transfer instructions with respect to securities subject to the foregoing
restrictions until the end of such 180-day period.
<PAGE>
5. Representations of Purchaser. In connection with the exercise of the
----------------------------
Option, Purchaser hereby represents and warrants to the Company as follows:
a. Investment Intent; Capacity to Protect Interests. Purchaser is
------------------------------------------------
acquiring these securities solely for his or her own account for
investment and not with a view to or for sale in connection with any
distribution of the Shares or any portion thereof and not with any
present intention of selling, offering to sell or otherwise disposing
of or distributing the Shares or any portion thereof in any
transaction other than a transaction exempt from registration under
the Securities Act of 1933, as amended (the "1933 Act"). Purchaser
also represents that the entire legal and beneficial interest of the
Shares is being purchased, and will be held, for the Purchaser's
account only, and neither in whole or in part for any other person.
Purchaser either has a preexisting business or personal relationship
with the Company or any of its officers, directors or controlling
persons or by reason of Purchaser's business or financial experience
or the business or financial experience of Purchaser's professional
advisors who are unaffiliated with and who are not compensated by the
Company or any affiliate or selling agent of the Company, directly or
indirectly, could be reasonably assumed to have the capacity to
evaluate the merits and risks of an investment in the Company and to
protect Purchaser's own interests in connection with this transaction.
b. Residence. Purchaser's principal residence is located at the address
---------
indicated beneath Purchaser's signature below.
c. Information Concerning Company. Purchaser has heretofore received all
------------------------------
information regarding the Company and its plans, operations and
financial condition as Purchaser has deemed necessary and appropriate
to enable Purchaser to evaluate the financial risk inherent in making
an investment in the Shares, and Purchaser has received satisfactory
and complete information concerning the business and financial
condition of the Company in response to all inquiries in respect
thereof.
d. Economic Risk. Purchaser realizes that the purchase of the Shares will
-------------
be a highly speculative investment and involves a high degree of risk,
and Purchaser is able, without impairing Purchaser's financial
condition, to hold the Shares for an indefinite period of time and to
suffer a complete loss on the Purchaser's investment.
e. Restricted Securities. Purchaser understands and acknowledges that:
---------------------
i. the sale of the Shares has not been registered under the Act, and
the Shares must be held indefinitely unless subsequently
registered under the 1933 Act or an exemption from such
registration is available (such as Rule 144 or the resale
provisions of Rule 701 under the Act) and the Company is under no
obligation to register the Stock;
ii. the share certificate representing the Shares will be stamped
with the legends specified in Section 6 hereof; and
iii. the Company will make a notation in its records of the
aforementioned restrictions on transfer and legends.
f. Disposition under Rule 144. Purchaser understands that the Shares are
--------------------------
restricted securities within the meaning of Rule 144 promulgated under
the 1933 Act; that the exemption from registration under Rule 144 will
not be available in any event for at least two years from the date of
purchase and payment of the Shares (unless Rule 701 promulgated under
the 1933 Act is available), and even then will not be available unless
(i) a public trading market then exists for the Common Stock of the
-2-
<PAGE>
Company, (ii) adequate information concerning the Company is then
available to the public, and (iii) other terms and conditions of Rule
144 are complied with; and that any sale of the Shares may be made
only in limited amounts in accordance with such terms and conditions.
Purchaser further understands that the resale provisions of Rule 701,
if available, will not apply until ninety (90) days after the Company
becomes subject to the reporting obligations under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). There can be no
assurance that the requirements of Rule 144 or Rule 701 will be met or
that the Shares will ever be saleable.
g. Further Limitations on Disposition. Without in any way limiting his
----------------------------------
representations set forth above, Purchaser further agrees that it
shall in no event make any disposition of all or any portion of the
Shares unless and until:
i. (A) there is then in effect a Registration Statement under the
1933 Act covering such proposed disposition and such disposition
is made in accordance with said Registration Statement; or,
(B)(1) Purchaser shall have notified the Company of the proposed
disposition and shall have furnished the Company with a detailed
statement of the circumstances surrounding the proposed
disposition, and (2) the Company shall have received an opinion
from its legal counsel to the effect that such disposition will
not require registration of such shares under the 1933 Act; and,
---
ii. Purchaser shall have complied with the restrictions on transfer,
Market Standoff Agreement and Right of First Refusal set forth in
this Agreement; and,
---
iii. any prospective transferee agrees to be bound by the restrictions
on transfer, Market Standoff Agreement and Right of First Refusal
set forth in this agreement.
6. Restrictive Legends and Stop-Transfer Orders.
--------------------------------------------
a. Legends. Purchaser understands and agrees that the Company shall
-------
cause the legends set forth below or legends substantially equivalent
thereto, to be placed upon any certificate(s) evidencing ownership of
the Shares together with any other legends that may be required by
state or federal securities laws:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER,
SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER, RIGHTS OF REPURCHASE AND RIGHTS OF FIRST
REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S), AS SET FORTH IN THE
AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES
UNDER WHICH THESE SHARES WERE PURCHASED, A COPY OF WHICH MAY BE
OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER
RESTRICTIONS AND RIGHT OF REPURCHASE ARE BINDING ON TRANSFEREES OF
THESE SHARES.
-3-
<PAGE>
b. Stop-Transfer Notices. Purchaser agrees that, in order to ensure
---------------------
compliance with the restrictions referred to herein, the Company may
issue appropriate "stop transfer" instructions to its transfer agent,
if any, and that, if the Company transfers its own securities, it may
make appropriate notations to the same effect in its own records.
c. Refusal to Transfer. The Company shall not be required (i) to
-------------------
transfer on its books any Shares that have been sold or otherwise
transferred in violation of any of the provisions of this agreement or
(ii) to treat as owner of such Shares or to accord the right to vote
or pay dividends to any purchaser or other transferee to whom such
Shares shall have been so transferred.
7. Tax Consequences.
----------------
a. Tax Consultation. Purchaser understands that Purchaser may suffer
----------------
adverse tax consequences upon Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any
tax consultants Purchaser deems advisable in connection with the
purchase or disposition of the Shares and that Purchaser is not
relying on the Company for any tax advice.
8. Interpretation. Any dispute regarding the interpretation of this agreement
--------------
shall be submitted by Purchaser or by the Company forthwith to the Administer of
the Plan, which shall review such dispute at its next regular meeting. The
resolution of such a dispute by the Administrator shall be final and binding on
the Company and on Purchaser.
9. Further Instruments. The parties agree to execute such further instruments
-------------------
and to take such further action as may be reasonably necessary to carry out the
purposes and intent of this agreement.
10. Notices. Any notice required or permitted hereunder to the Company or
-------
Purchaser shall be given in writing and shall be deemed effectively given upon
personal delivery or upon deposit in the United States mail by registered or
certified mail, with postage and fees prepaid, addressed to the other party at
its address as shown below beneath its signature, or to such other address as
such party may designate in writing from time to time to the other party.
11. Successors and Assigns. The Company may assign any of its rights under
----------------------
this agreement to single or multiple assignees, and this agreement shall inure
to the benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer herein set forth, this agreement shall be binding upon
Purchaser and his or her heirs, executors, administrators, successors and
assigns.
12. Entire Agreement: Amendment. The 1991 Stock Option Plan (the "Plan") and
--------------------------- ----
the Option Agreement are incorporated herein by reference. The Plan, the Option
Agreement and this Stock Purchase Agreement, and the exhibits hereto and
thereto, constitute the entire agreement of the parties and supersede in their
entirety all prior undertakings and agreements of the Company and Purchaser with
respect to the subject matter hereof. This agreement may not be amended, nor
may any provision hereof or under the Option Agreement or the Plan be waived,
other than by an instrument in writing executed by a duly authorized officer of
the Company.
13. Governing Law: Severability. This agreement shall be governed by and
----------------------------
construed in accordance with the laws of the State of California as they apply
to contracts entered into and wholly to be performed within the State of
California. Should any provision of this agreement be determined by a court of
law to be illegal or unenforceable, the other provisions shall nevertheless
remain effective and shall remain enforceable.
By Purchaser's signature below, Purchaser represents that he or she is
familiar with the terms and provisions of the Plan and the Option Agreement, and
hereby accepts this Agreement subject to all of the terms and provisions
thereof. Purchaser has reviewed the Plan, the Option Agreement and this
Agreement in their entirety, has had an
-4-
<PAGE>
opportunity to obtain the advice of counsel prior to executing this Agreement
and fully understands all provisions of this Agreement. Purchaser agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions arising under the Plan, the Option Agreement or
this Agreement. Purchaser further agrees to notify the Company upon any change
in Purchaser's residence indicated below Purchaser's signature.
Submitted by: Accepted by:
PURCHASER: SCOPUS TECHNOLOGY, INC.
___________________________________ By: _______________________________
(Signature)
Title: ____________________________
Address: Address:
- ------- -------
___________________________________ 1900 Powell Street, Suite 700
___________________________________ Emeryville, California 94608
-5-
<PAGE>
CONSENT OF SPOUSE
-----------------
The undersigned spouse of Purchaser has read and hereby approves the
foregoing Stock Purchase Agreement (the "Purchase Agreement"). In consideration
of the Company's granting my spouse the right to purchase the Shares as set
forth in the Option Agreement, the undersigned hereby agrees to be irrevocably
bound by the Purchase Agreement and further agrees that any community property
interest shall be similarly bound by the Purchase Agreement. The undersigned
hereby appoints the undersigned's spouse as attorney-in-fact for the undersigned
with respect to any amendment or exercise of any rights under the Purchase
Agreement.
________________________________________
Spouse of Purchaser
<PAGE>
EXHIBIT 4.2
______________________ , 199_____
[Optionee's Name]
Scopus Technology
1900 Powell Street, Suite 700
Emeryville, CA 94608
RE: FOUNDER'S STOCK GRANTED TO [OPTIONEE]
-------------------------------------
Dear [Optionee]:
This letter is to confirm that the undersigned granted to you on________,
199_____ an option to purchase from the undersigned a total of ____________
shares of Common Stock of Scopus Technology, Inc. at an exercise price of $0.816
per share, for an aggregate exercise price of $________________.
You agree that this option may be exercised by you in whole or in part at
any time on or prior to October 24, 1998. In order to effect such exercise, you
must deliver to the undersigned on or prior to October 24, 1998 (i) a check in
the amount of $_____________ , endorsed to [the undersigned], and (ii) an
investment representation statement in the form enclosed.
Please countersign below where indicated to acknowledge receipt of this
confirmation and to acknowledge that the option provide for herein satisfies in
full any and all rights you may have to acquire shares of capital stock of
Scopus Technology, Inc. from the undersigned.
Sincerely,
[Founder's Name]
ACKNOWLEDGED
_________________________________
[Optionee]
Dated ___________________________
<PAGE>
EXHIBIT 5.1
November 19, 1996
Scopus Technology, Inc.
1900 Powell Street, Suite 700
Emeryville, California 94608
RE: REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 and Form S-3 to be
filed by you with the Securities and Exchange Commission on or about November
19, 1996 (the "Registration Statement") in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of 500,000 shares (the
"New Shares") of your Common Stock issuable under your 1991 Stock Option Plan
and 30,000 previously issued shares (the "Issued Shares") of your Common Stock.
As your counsel in connection with this transaction, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the issuance and sale of the Shares.
It is our opinion that the Issued Shares have been, and upon completion of
the actions being taken, or contemplated by us as your counsel to be taken by
you prior to the issuance of the New Shares pursuant to the Registration
Statement and the Plan, and upon completion of the actions being taken in order
to permit such transactions to be carried out in accordance with the securities
laws of the various states where required the New Shares will be, legally and
validly issued, fully-paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-8/S-3
of our report dated April 30, 1996, on our audits of the financial statements
and financial statement shcedule of Scopus Technology, Inc. and Subsidiaries.
/s/ Coopers & Lybrand, L.L.P.
---------------------------------
(Coopers & Lybrand, L.L.P.)
San Francisco, California
November 14, 1996
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