<PAGE>
As filed with the Securities and Exchange Commission on August 14, 1997
Registration No.333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
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
(Full title of the plans)
---------------------------
MICHELE L. 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>
===================================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share(1) Price Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value
- -----------------------------------------------------------------------------------------------------------------------------------
- - To be issued upon exercise of options issuable under
the Company's 1991 Stock Option Plan (the "1991 Plan") 1,500,000 27.813 41,719,500 $12,642.27
- -----------------------------------------------------------------------------------------------------------------------------------
Total 1,500,000 $27.813 $41,719,500 $12,642.27
===================================================================================================================================
</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 1,500,000 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 August 11, 1997
<PAGE>
SCOPUS TECHNOLOGY, INC.
REGISTRATION STATEMENT ON FORM S-8
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, 1997 and the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 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.
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.
Counsel for the Company, Wilson Sonsini Goodrich & Rosati, P.C., 650 Page
Mill Road, Palo Alto, California 94304, has rendered an opinion to the effect
that the Common Stock offered hereby will, when issued in accordance with the
1991 Option Plan be legally and validly issued, fully paid and nonassessable.
Certain members of Wilson Sonsini Goodrich & Rosati, and investment partnerships
of which such persons are partners, beneficially owned 750 shares of the
Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California Corporations Code 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 Corporations Code. In addition, the Registrant has entered
into Indemnification Agreements with its officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
-2-
<PAGE>
ITEM 8. INDEX TO EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------- -----------------------
<S> <C>
4.1 1991 Stock Option Plan, as amended, together with form of option
agreement
thereunder
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 Powers of Attorney (see page 4).
</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.
-3-
<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 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 August 14, 1997.
SCOPUS TECHNOLOGY, INC.
By: /s/ Michele L. Axelson
----------------------
Michele L. 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 L. 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 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>
Director, Chairman and Chief August 14, 1997
/s/ Ori Sasson Executive Officer (Principal
- --------------------------- Executive Officer)
Ori Sasson
/s/ Michele L. Axelson Chief Financial Officer August 14, 1997
- ---------------------------- (Principal
Michele L. Axelson Financial and Accounting Officer)
/s/ J. Michael Cline Director August 14, 1997
- ----------------------------
J. Michael Cline
/s/ Ronald Abelmann Director August 14, 1997
- ----------------------------
Ronald Abelmann
/s/ Christopher R. Gibbons Director August 14, 1997
- ----------------------------
Christopher R. Gibbons
/s/ Max Hopper Director August 14, 1997
- ----------------------------
Max Hopper
</TABLE>
-4-
<PAGE>
EXHIBIT 4.1
-----------
SCOPUS TECHNOLOGY, INC.
1991 STOCK OPTION PLAN
(AS AMENDED JULY 1997)
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:
-----------
1. "Administrator" means the Board or any of its Committees
-------------
appointed pursuant to Section 4 of the Plan.
2. "Board" means the Board of Directors of the Company.
-----
3. "Code" means the Internal Revenue Code of 1986, as amended.
----
4. "Committee" means the Committee appointed by the Board of
---------
Directors in accordance with paragraph (a) of Section 4 of the Plan.
5. "Common Stock" means the Common Stock of the Company.
------------
6. "Company" means Scopus Technology, Inc., a California
-------
corporation.
7. "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.
8. "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.
<PAGE>
9. "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.
10. "Exchange Act" means the Securities Exchange Act of 1934, as
------------
amended.
11. "Fair Market Value" means, as of any date, the value of Common
-----------------
Stock determined as follows:
1. 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;
-------
2. 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;
3. 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.
12. "Incentive Stock Option" means an Option not intended to qualify
----------------------
as an Incentive Stock Option.
13. "Nonstatutory Stock Option" means an Option not intended to
-------------------------
qualify as a Incentive Stock Option.
14. "Option" means a stock option granted pursuant to the Plan.
------
15. "Optioned Stock" means the Common Stock subject to an Option.
--------------
16. "Optionee" means an Employee or Consultant who receives an
--------
Option.
17. "Parent" means a "parent corporation," whether now or hereafter
------
existing, as defined in Section 424(e) of the Code.
18. "Plan" means this Scopus Technology, Inc. 1991 Stock Option Plan.
----
19. "Restricted Stock" means Shares acquired pursuant to a grant of
----------------
Stock Purchase Rights under Section II of the Plan.
<PAGE>
20. "Share" means a share of the Common Stock, as adjusted in
-----
accordance with Section 12 of the Plan.
21. "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 7,050,000 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
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.
--------------------------
1. Procedure.
---------
1. 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.
2. 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
<PAGE>
Section 16(b) exempt discretionary grants and awards of equity
securities are to be made.
3. 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.
2. 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:
1. to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(k) of the Plan;
2. to select the officers, Consultants and Employees to whom
Options and Stock Purchase Rights may from time to time be
granted hereunder;
3. to determine whether and to what extent Options and Stock
Purchase Rights or any combination thereof, are granted
hereunder;
4. to determine the number of Shares to be covered by each such
award granted hereunder;
5. to approve forms of agreement for use under the Plan,
6. 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),
7. to determine whether and under what circumstances an Option
may be settled in cash under subsection 9(f) instead of Common
Stock;
8. 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);
<PAGE>
9. 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
10. to determine the terms and restrictions applicable to Stock
Purchase Rights and the Restricted Stock purchased by exercising
such Stock Purchase Rights.
3. 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.
-----------
1. 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.
2. 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.
3. 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.
4. The following limitations shall apply to grants of Options and
Stock Purchase Rights to Employees:
1. No Employee shall be granted, in any fiscal year of the
Company, Options and Stock Purchase Rights to purchase more than
250,000 Shares.
2. 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.
3. The foregoing limitations shall be adjusted proportionately
in connection with any change in the Company's capitalization as
described in Section 12.
<PAGE>
4. 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.
5. 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.
---------------------------------------
1. 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:
1. 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 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.
2. In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be determined by the Administrator at the
time of grant.
<PAGE>
2. 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.
------------------
1. 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.
2. 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
<PAGE>
of Grant). In the absence of a specified time in the 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.
3. 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.
4. 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.
5. 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.
6. 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.
<PAGE>
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.
---------------------
1. 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
Purchase Right. The offer shall be accepted by execution of a
Restricted Stock purchase agreement in the form determined by the
Administrator.
2. 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.
3. 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.
4. 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.
----------
1. 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
<PAGE>
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.
2. 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.
3. 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 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
<PAGE>
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.
-------------------------------------
1. 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.
2. 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.
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
<PAGE>
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.
<PAGE>
SCOPUS TECHNOLOGY, INC.
STOCK OPTION AGREEMENT TERMS AND CONDITIONS
19. 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.
20. 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.
21. Method of Payment. Payment of the Exercise Price shall be by cash,
-----------------
check or a combination thereof.
<PAGE>
22. 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.
(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
<PAGE>
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.
<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:
1. 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.
2. 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.
3. 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
<PAGE>
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.
5. Representations of Purchaser. In connection with the exercise of the
----------------------------
Option, Purchaser hereby represents and warrants to the Company as follows:
1. 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.
2. Residence. Purchaser's principal residence is located at the
---------
address indicated beneath Purchaser's signature below.
3. 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.
4. 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.
5. Restricted Securities. Purchaser understands and acknowledges
---------------------
that:
1. 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;
2. the share certificate representing the Shares will be stamped
with the legends specified in Section 6 hereof; and
<PAGE>
3. the Company will make a notation in its records of the
aforementioned restrictions on transfer and legends.
6. 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 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.
7. 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:
1. (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,
---
2. Purchaser shall have complied with the restrictions on transfer,
Market Standoff Agreement and Right of First Refusal set forth in
this Agreement; and,
---
3. 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.
--------------------------------------------
1. 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:
<PAGE>
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.
2. 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.
3. 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.
----------------
1. 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.
<PAGE>
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 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:
- ----------------------------- ---------------------------------
<PAGE>
(Signature)
Title:
Address: Address:
- ------- -------
- ----------------------------- 1900 Powell Street, Suite 700
- ----------------------------- Emeryville, California 94608
<PAGE>
CONSENT OF SPOUSE
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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.
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Spouse of Purchaser
<PAGE>
EXHIBIT 5.1
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August 12, 1997
Scopus Technology, Inc.
1900 Powell Street
Suite 700
Emeryville, California 94608
RE: REGISTRATION STATEMENT ON FORM S-8
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about August 14, 1997 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended (the "Act"), of 1,500,000 shares (the
"Shares") of your Common Stock under the 1991 Stock Option Plan (the "Plan").
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 pursuant to the Plan.
It is our opinion that, 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 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 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
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CONSENT OF COOPERS & LYBRAND L.L.P.
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated April 18, 1997, on our audits of the consolidated
financial statements and financial statement schedule of Scopus Technology,
Inc. and Subsidiaries as of March 31, 1997 and 1996 and for the years ended
March 31, 1997, 1996 and 1995, which report is included in the Company's
Annual Report on Form 10-K for the year ended March 31, 1997.
/s/ Coopers & Lybrand L.L.P.
San Francisco, California
August 14, 1997
