<PAGE>
================================================================================
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
SCOPUS TECHNOLOGY, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[SCOPUS LOGO]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 23, 1997
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Scopus Technology, Inc., a California corporation (the "Company"), will be held
on Wednesday, July 23, 1997, at 2:00 p.m., local time, at the Berkeley Marina
Marriott, 200 Marina Boulevard, Berkeley, California 94710 for the following
purposes:
1. To elect five (5) directors to serve until the next Annual
Meeting of Shareholders or until their successors are duly
elected and qualified.
2. To amend the Company's 1991 Stock Option Plan to increase the
number of shares available for issuance thereunder from
5,550,000 shares to an aggregate of 7,050,000 shares.
3. To ratify the appointment of Coopers & Lybrand L.L.P. as
independent accountants for the Company for the 1998 fiscal
year.
4. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only shareholders of record at the close of business on June 26, 1997
are entitled to notice of and to vote at the meeting.
All shareholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to sign and
return the enclosed Proxy as promptly as possible in the postage-prepaid
envelope enclosed for that purpose. Any shareholder attending the meeting may
vote in person even if he or she has returned a Proxy.
By Order of the Board of Directors
A. Aaron Omid
Corporate Secretary
Emeryville, California
June 27, 1997
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT.
IN ORDER TO ASSURE YOUR REPRESENTATION AT THE MEETING,
YOU ARE REQUESTED TO COMPLETE, SIGN AND DATE THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE AND RETURN IT
IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
<PAGE>
SCOPUS TECHNOLOGY, INC.
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 23, 1997
The enclosed Proxy is solicited on behalf of the Board of Directors
(the "Board") of Scopus Technology, Inc. (the "Company"), for use at the Annual
Meeting of Shareholders (the "Annual Meeting") to be held on Wednesday, July 23,
1997, at 2:00 p.m. local time, or at any adjournment thereof, for the purpose
set forth herein and in the accompanying Notice of Annual Meeting of
Shareholders. The Annual Meeting will be held at the Berkeley Marina Marriott,
200 Marina Boulevard, Berkeley, California 94710. The Company's principal
executive offices are located at Suite 700, 1900 Powell Street, Emeryville,
California 94608.
The proxy solicitation materials were mailed on or about June 27, 1997
to all shareholders of record on June 26, 1997.
INFORMATION CONCERNING SOLICITATION AND VOTING
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the
person giving it any time before its use (a) by delivering to the Secretary of
the Company written notice of revocation or a duly executed proxy bearing a
later date, or (b) by attending the meeting and voting in person.
RECORD DATE AND PRINCIPAL STOCK OWNERSHIP
Shareholders of record at the close of business on June 26, 1997 (the
"Record Date") are entitled to notice of and to vote at the Annual Meeting. The
Company has one series of Common Shares outstanding, designated Common Stock,
par value $0.001 per share. At the Record Date, 20,379,797 shares of the
Company's Common Stock were issued and outstanding.
VOTING AND SOLICITATION
Proxies properly executed, duly returned to the Company and not
revoked, will be voted in accordance with the specifications made. Where no
specifications are given, such proxies will be voted as the management of the
Company may propose. If any matter not described in this proxy is properly
presented for action at the meeting, the persons named in the enclosed form of
proxy will have discretionary authority to vote according to their best
judgment.
1
<PAGE>
With regard to the election of directors (Proposal One), votes may be
cast in favor of or withheld from each nominee. Votes that are withheld from any
director will be counted for purposes of determining the presence or absence of
a quorum, but will have no legal effect. Abstentions may be specified on the
other proposals and will be counted as present for the purposes of determining
the existence of a quorum regarding such item.
Except with respect to the election of directors, each share of Common
Stock is entitled to one vote per share and the affirmative vote of a majority
of the shares present in person or by proxy is required for the approval of any
matters voted upon at the meeting or any adjournments thereof so long as a
quorum is present. With respect to the election of directors, each shareholder
may cumulate votes and give one candidate a number of votes equal to the number
of directors to be elected multiplied by the number of votes to which such
shareholder's shares are entitled, or may distribute such votes on the same
principal among as many candidates as the shareholder chooses, provided that
votes cannot be cast for more than the total number of directors to be elected
at the meeting. However, no shareholder may cumulate votes for any candidate
unless the candidate's name has been placed in nomination prior to the voting
and at least one shareholder at the meeting has given notice of the intention to
cumulate votes prior to the voting. A quorum of shareholders is constituted by
the presence, in person or by proxy, of holders of record of Common Stock
representing a majority of the aggregate number of votes entitled to be cast.
This solicitation of proxies is made by the Company and all related
costs will be borne by the Company. The Company may reimburse brokerage firms
and other persons representing beneficial owners of shares for their expenses in
forwarding solicitation material to those beneficial owners. Proxies may also be
solicited by certain of the Company's directors, officers, and regular
employees, without additional compensation, personally, by telephone or by
telegram.
DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the next Annual
Meeting must be received by the Secretary of the Company no later than February
27, 1998, to be considered for inclusion in the proxy statement and form of
proxy relating to that Meeting.
2
<PAGE>
PROPOSAL ONE:
ELECTION OF DIRECTORS
VOTE REQUIRED; RECOMMENDATION OF BOARD OF DIRECTORS
Each shareholder voting in the selection of directors may cumulate
votes and give one candidate a number of votes equal to the number of directors
to be elected multiplied by the number of votes to which such shareholder's
shares are entitled, or may distribute such votes on the same principal among as
many candidates as the shareholder chooses, provided that votes cannot be cast
for more than the total number of directors to be elected at the meeting.
However, no shareholder may cumulate votes for any candidate unless the
candidate's name has been placed in nomination prior to the voting and at least
one shareholder at the meeting has given notice of the intention to cumulate
votes prior to the voting.
A board of five (5) directors is to be elected at the Annual Meeting.
Unless otherwise instructed, the proxy holders will vote the proxies received by
them for the Company's five (5) nominees named below, all of whom are presently
directors of the Company. The five (5) nominees receiving the highest number of
Votes Cast will be elected as directors for the ensuing year. For this purpose,
the "Votes Cast" are defined under California law to be the shares of the
Company's Common Stock represented and "voting" at the Annual Meeting. Votes
that are withheld from any director will be counted for purposes of determining
the presence or absence of a quorum, but have no legal effect under California
law. While there is no definitive statutory or case law authority in California
as to the proper treatment of abstentions in the counting of votes with respect
to the election of directors, the Company believes that abstentions should be
counted for purposes of determining the presence or absence of a quorum for the
transaction of business. In the absence of controlling precedent to the
contrary, the Company intends to treat abstentions in this manner. Broker
non-votes will also be counted for purposes of determining the presence or
absence of a quorum for the transaction of business.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE NOMINEES
LISTED BELOW:
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION
<S> <C> <C>
Ori Sasson.............................. 35 Chairman of the Board, Chief Executive Officer and President of
the Company
J. Michael Cline........................ 37 Director, Managing Member of General Atlantic Partners, LLC
Christopher R. Gibbons.................. 48 Director, General Manager, Enterprise Computing of Microsoft
Corporation
Max D. Hopper........................... 62 Director, Retired Chairman of SABRE Group and Senior Vice
President, Information Systems of American Airlines
Ronald Abelmann......................... 59 Director, President and Chief Executive Officer of Wind River
Systems
</TABLE>
3
<PAGE>
Except as set forth below, each nominee has been engaged in his
principal occupation described above during the past five (5) years.
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.
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. From
January 1990 to March 1991 and from September 1986 to January 1989, Mr. Sasson
was an independent software design consultant. From January 1989 to January
1990, Mr. Sasson was a software engineer at Sybase Corporation, a client/server
relational database management software Company. From December 1984 to August
1986, Mr. Sasson was a support engineer at Hewlett Packard Company, a
manufacturer of computers and related products. Mr. Sasson earned a B.A. degree
in Computer Science and an M.S.C. degree in Engineering both from the University
of California at Berkeley.
J. Michael Cline has been a director of the Company since June 1994.
----------------
Mr. Cline is a managing member of General Atlantic Partners, LLC ("GAP LLC"), a
private investment firm and has been with GAP LLC or its predecessor entities
since September 1989. In addition, Mr. Cline is a general partner of GAP
Coinvestment Partners, LP. Mr. Cline is also a director of Manugistics Group,
Inc., a publicly traded supply chain management software company, as well as
several private software companies in which GAP LLC or one of its affiliates is
an investor. Mr. Cline earned a B.S. degree in Business from Cornell University
and an M.B.A. degree from Harvard Business School.
Christopher R. Gibbons has been a director of the Company since
----------------------
September 1995. Mr. Gibbons has been General Manager, Enterprise Computing at
Microsoft Corporation, a packaged software developer, since July 1996, and was
Chief Information Officer of Microsoft from July 1993 to July 1996. From August
1989 to June 1993, Mr. Gibbons was Senior Vice President and Chief Information
Officer at Promus Companies, an operator of hotels, casinos and related service
providers. Mr. Gibbons earned a B.A. degree in Economics from Lawrence
University, and an M.S. degree in Accounting and Information Systems from the
J.L. Kellogg Graduate School of Management at Northwestern University.
Max D. Hopper has been a director of the Company since April 1995. From
-------------
November 1985 to January 1995, Mr. Hopper served in various positions at
American Airlines, a subsidiary of AMR Corporation, an international travel
provider, most recently serving as Senior Vice President, Information Systems
and Chairman, The SABRE Group. Mr. Hopper is also a director Centura Software
Corp., Computer Language Research, Gartner Group, MCC Corporation, USDATA
Corporation, VTEL Corporation and Worldtalk Corporation. Mr. Hopper earned a
B.S. degree in Mathematics from the University of Houston.
4
<PAGE>
Ronald Abelmann has been a director of the Company since August 1996.
---------------
Mr. Abelmann has been the President and Chief Executive Officer of Wind River
Systems since March 1994. Prior to March 1994, he was the founding Chief
Executive Officer of Vantage Analysis Systems. Prior to founding Vantage
Analysis Systems, Mr. Abelmann was Group Vice President and General Manager of
the Instrument Division of Varian Associates. Mr. Abelmann holds B.S. and M.S.
degrees in Applied Physics from University of California at Los Angeles, and an
M.B.A. from Stanford University.
All directors hold office until the next annual meeting of shareholders
or until their successors have been elected and qualified. Officers serve at the
discretion of the Board. Ori Sasson and A. Aaron Omid, the Company's Senior Vice
President, Worldwide Operations and Secretary, are brothers. There are no other
family relationships among any of the executive officers or directors of the
Company.
BOARD MEETINGS AND COMMITTEES
The Board of the Company held a total of five (5) meetings during
fiscal 1997. The Board has an Audit Committee and a Compensation Committee.
The Audit Committee, which currently consists of Messrs. Cline, Gibbons
and Abelmann, held one (1) meeting during fiscal 1997. The Audit Committee
assists the Board in fulfilling its oversight responsibilities by meeting
regularly with the Company's independent accountants and operating and financial
management. The Audit Committee reviews the audit performed by the Company's
independent accountants and reports the results of such audit to the Board. In
addition, the Audit Committee reviews the Company's annual financial statements
and all material financial reports provided to the shareholders, reviews the
Company's internal auditing, accounting and financial controls, and reviews the
Company's policies governing compliance with laws, regulations, and rules of
ethics and conflicts of interest.
The Compensation Committee, which currently consists of Messrs. Cline
and Hopper, held one (1) meeting during fiscal 1997. The Compensation Committee
makes recommendations to the Board regarding the Company's executive
compensation policies, establishes and approves salaries paid to the executive
officers of the Company and administers the Company's Employee Stock Purchase
Plan and 1991 Stock Option Plan, reviewing and approving all stock option grants
to employees.
The Board of Directors currently has no nominating committee or
committee performing a similar function.
No director attended fewer than 75% of the aggregate of (i) the total
number of meetings of the Board of Directors held during fiscal 1997 and (ii)
the total number of meetings held by all committees of the Board of Directors
during fiscal 1997 on which such director served.
5
<PAGE>
DIRECTOR COMPENSATION
Directors receive no cash remuneration for serving on the Board other
than reimbursement of certain expenses incurred in connection with attendance of
Board meetings. Non-employee directors are entitled to participate in the
Company's Director Option Plan (the "Director Plan"). The Director Plan provides
for the grant of nonstatutory stock options to non-employee directors of the
Company. Under the Director Plan, each new non-employee director is
automatically granted a nonstatutory option to purchase 22,500 shares of Common
Stock on the date upon which such person first becomes a non-employee director.
In addition, on the date of each non-employee director's annual reelection to
the Board, each director who has been a non-employee director for at least six
(6) months will automatically receive a nonstatutory option to purchase 5,625
shares of the Company's Common Stock. The exercise price of each option granted
under the Director Plan is equal to the fair market value of the Common Stock on
the date of grant. The initial 22,500 share option grant vests as to 25% of the
shares on the first anniversary of the date of grant and as to an additional
1/48th of the shares subject to such option each month thereafter. The 5,625
share annual grant vests in full four (4) years following the grant date. In
August 1996, Messrs. Cline, Gibbons and Hopper were each granted options to
purchase 5,625 shares of Common Stock under the Director Plan at an exercise
price of $11.75 per share and Mr. Abelmann was granted an option to purchase
22,500 shares of Common Stock under the Director Plan at an exercise price of
$12.17 per share. In addition, Messrs. Cline and Gibbons did not receive
automatic initial grants upon joining the Board and in August 1996, were each
granted, separate from the Director Plan, options to purchase 22,500 shares of
Common Stock at an exercise price of $11.75 per share and vesting over a four
(4) year period.
All share and per share data in this Proxy have been adjusted to give
effect to the three-for-two stock split distributed on February 19, 1997 to
holders of record on February 7, 1997.
EXECUTIVE OFFICERS
Listed below are the executive officers of the Company as of March 31, 1997:
<TABLE>
<CAPTION>
NAME AGE TITLE
- -------------------------------- ---------- -------------------------------------------------------------------------
<S> <C> <C>
Ori Sasson 35 Chairman of the Board, Chief Executive Officer and President
Michele L. Axelson 47 Senior Vice President and Chief Financial Officer
A. Aaron Omid 38 Senior Vice President, Worldwide Operations and Secretary
Jeffrey G. Bork 40 Senior Vice President, Marketing
Daniel A. Turano 48 Vice President, North America Field Operations
Mark J. Barrenechea 32 Vice President, Applications and Technology
Steve Jacob 41 Vice President, Europe
Francoise Tourniaire 37 Vice President, Worldwide Service
Lyle D. York 55 Vice President, Customer Relations
</TABLE>
6
<PAGE>
EXECUTIVE COMPENSATION AND OTHER MATTERS
COMPENSATION OF EXECUTIVE OFFICERS
The following Summary Compensation Table sets forth information
regarding the compensation of the Chief Executive Officer and each of the four
other most highly compensated executive officers during the 1997 fiscal year
(collectively, the "Named Executive Officers") for services rendered in all
capacities to the Company for the fiscal year ended March 31, 1997, as well as
total compensation paid to the Named Executive Officers for the Company's
previous two fiscal years:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION (1) COMPENSATION
--------------------------------------- ---------------
OTHER
ANNUAL SECURITIES ALL OTHER
COMPEN- UNDERLYING COMPEN-
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($)(2) SATION ($) OPTIONS (#) SATION ($)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ori Sasson 1997 $141,000 $115,000 $ - - $ -
Chairman, Chief Executive Officer 1996 96,000 40,000 - 225,000 -
and President 1995 96,000 5,000 - - -
Michele L. Axelson (3) 1997 100,018 90,000 - 150,000 -
Chief Financial Officer 1996 - - - - -
1995 - - - - -
A. Aaron Omid 1997 141,000 115,000 - - -
Senior Vice President, 1996 96,000 60,000 - - -
Worldwide Operations 1995 96,000 5,000 - - -
Jeffrey G. Bork (4) 1997 150,000 115,000 - 37,500 -
Senior Vice President, 1996 60,227 20,000 - 93,750 -
Marketing 1995 - - - - -
Steve Jacob (5) (6) 1997 153,925 56,311 17,470 67,500 18,936
Vice President, 1996 - - - - -
Europe 1995 - - - - -
</TABLE>
(1) Excludes certain perquisites and other personal benefits, such as life
insurance premiums paid by the Company. These amounts, in the aggregate,
did not exceed the lesser of $50,000 or 10% of the total annual salary
and bonus for such executive officer.
(2) Includes bonus amounts earned in the fiscal year indicated even though
such bonus amounts may be paid in a subsequent fiscal year.
(3) Ms. Axelson's compensation for fiscal 1997 represents amounts earned from
July 1996, when Ms. Axelson joined the Company, through March 1997.
(4) Mr. Bork's compensation for fiscal 1996 represents amounts earned from
September 1995, when Mr. Bork joined the Company, through March 1996.
(5) Mr. Jacob joined the Company in April 1996.
(6) The Company paid $17,470 for the rental of an automobile for Mr. Jacob
and contributed $18,936 to a pension plan on behalf of Mr. Jacob.
7
<PAGE>
OPTIONS GRANTED AND OPTIONS EXERCISED IN THE LAST FISCAL YEAR
The following tables set forth information regarding stock options
granted to and exercised by the Named Executive Officers during the last fiscal
year, as well as options held by such officers as of March 31, 1997, the last
day of the Company's 1997 fiscal year.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS (1) FOR OPTION TERM (2)
--------------------------------------------------------------------------------------
% OF TOTAL OPTIONS
GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES BASE PRICE EXPIRATION
NAME GRANTED IN FISCAL YEAR PER SHARE DATE 5% 10%
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ori Sasson - - $ - - $ - $ -
Michele L. Axelson 150,000 9.6% $ 9.83 7/16/06 $ 927,616 $ 2,350,762
A. Aaron Omid - - $ - - $ - $ -
Jeffrey G. Bork 37,500 2.4% $ 8.67 4/15/06 $ 204,392 $ 517,968
Steve Jacob 67,500 4.3% $ 8.67 4/15/06 $ 367,905 $ 932,343
</TABLE>
(1) Each of these options was granted pursuant to the Company's Option Plan
and is subject to the terms of such plan as described in Appendix A
hereto.
(2) In accordance with the rules of the Securities and Exchange Commission
(the "Commission"), shown are the hypothetical gains or "option spreads"
that would exist for the respective options. These gains are based on
assumed rates of annual compounded stock price appreciation of 5% and 10%
from the date the option was granted over the full option term. The 5% and
10% assumed rates of appreciation are mandated by the rules of the
Commission and do not represent the Company's estimate or projection of
future increases in the price of its Common Stock.
AGGREGATE UNEXERCISED OPTIONS AT FISCAL YEAR-END
<TABLE>
<CAPTION>
FISCAL YEAR-END OPTIONS
----------------------------------------------------------
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT FISCAL YEAR-END: AT FISCAL YEAR-END (1):
ACQUIRED VALUE ----------------------------------------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ori Sasson - $ - 115,625 109,375 $ 3,276,113 $ 3,010,080
Michele L. Axelson - $ - 25,000 125,000 $ 504,168 $ 2,520,838
A. Aaron Omid - $ - - - $ - $ -
Jeffrey G. Bork - $ - 35,156 96,094 $ 895,307 $ 2,292,195
Steve Jacob - $ - - 67,500 $ - $ 1,439,998
</TABLE>
(1) The values for "in-the-money" options represent the difference between the
exercise price of the options and the closing price of the Company's
Common Stock on March 31, 1997, which was $30.00 per share.
8
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee during fiscal 1997 were
Messrs. Cline and Hopper, neither of whom is an officer or employee of the
Company. No member of the Compensation Committee or executive officer of the
Company has a relationship that would constitute an interlocking relationship
with executive officers or directors of another entity.
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors currently consists
of J. Michael Cline and Max D. Hopper, neither of whom is an employee of the
Company. The Board has delegated to the Compensation Committee the
responsibility for establishing and administering the Company's executive
compensation plans, subject to Board approval of major new compensation programs
and the Chief Executive Officer's compensation. In discharging these
responsibilities, the Committee consults with outside compensation consultants,
attorneys and other specialists.
The Company's compensation philosophy is that cash compensation should
be substantially linked to the short-term performance of the Company and that
longer-term incentives, such as stock options and stock ownership, should be
aligned with the Company's objective to enhance shareholder value over the long
term. The Company believes that the use of stock options and stock ownership
links the interest of officers and employees of the Company to the interest of
the shareholders. In addition, the Compensation Committee believes that the
total compensation package must be competitive with other companies in the
industry to ensure that the Company can continue to attract, retain and motivate
key executives who are critical to the long-term success of the Company.
Compensation for the Company's executive officers consists of three
principal components: base salary, cash bonuses and stock options.
Base Salary. The base salaries of executive officers are initially
------------
determined by evaluating the responsibilities of the position held and the
experience and performance of the individual, with reference to the competitive
marketplace for executive talent, including a comparison to base salaries for
comparable positions based on the Compensation Committee's periodic surveys of
the industry.
Cash Bonuses. The Company's executive cash bonus plan is designed to
-------------
reward executive officers for the achievement of Company performance objectives,
as well as the executive Officer's individual performance objectives. For fiscal
1997, bonuses were determined by the Compensation Committee based upon a total
executive bonus pool determined based upon overall Company financial performance
and, with respect to allocation of the bonus pool among executive officers, an
evaluation of individual performance. For fiscal 1998, a bonus pool will be
established based upon the Company's operating profit for the fiscal year and
individual executive bonuses will be allocated out of this pool based upon
individual performance, the executive's base salary and the Committee's
assessment of the executive's contribution to the Company. This plan emphasizes
the Compensation Committee's belief that, when the Company is successful, the
executives should be appropriately compensated. Conversely, if the Company is
not sufficiently profitable, no bonuses will be paid.
9
<PAGE>
Stock Options. The principal equity compensation components of
--------------
executive compensation are options granted under the Company's stock option
programs. Stock options are generally granted when an executive joins the
Company, with additional options granted from time to time for promotions and
performance. The initial option granted to the executive vests over a period of
four years. The Compensation Committee believes that the stock option
participation provides a method of retention and motivation for the senior level
executives of the Company and also aligns senior management's objectives with
long-term stock price appreciation. Executives are also eligible to participate
in a payroll deduction employee stock purchase plan pursuant to which stock may
be purchased at 85% of the lower of the closing sale price for the Common Stock
reported on the Nasdaq National Market at the beginning or end of each six-month
offering (up to a maximum stock value of $25,000 per calendar year or 10 percent
of salary, whichever is less).
CEO Compensation. Compensation of the Company's Chief Executive Officer
-----------------
is determined by the Compensation Committee, subject to Board approval. Mr.
Sasson's compensation package in 1997 consisted of the same benefits program as
other executive officers, as itemized above, including base salary, cash bonus,
stock options and other employee benefit programs. Mr. Sasson received no
material compensation or benefits in 1997 not provided to all executive
officers. Mr. Sasson's compensation package was designed, however, to provide
for a higher proportion of his compensation to be dependent on Company
performance. In this regard, the Committee provided to Mr. Sasson the
opportunity to achieve a significant bonus based upon Company performance. The
Committee has also sought to provide to Mr. Sasson incentive to promote
long-term shareholder value, through Mr. Sasson's participation in the Company's
stock option programs.
The Compensation Committee has considered the potential impact of
Section 162(m) of the Internal Revenue Code of 1986, as amended, and the
regulations thereunder (the "Section"). The Section disallows a tax deduction
for any publicly-held corporation for individual compensation exceeding $1
million in any taxable year for any of the Named Executive Officers, unless such
compensation is performance-based. Since the cash compensation of each of the
Named Executive Officers is below the $1 million threshold and the Compensation
Committee believes that any options granted under the Option Plan will meet the
requirements of being performance-based, the Compensation Committee believes
that the Section will not reduce the tax deduction available to the Company. The
Company's policy is to qualify, to the extent reasonable, its executive
officers' compensation for deductibility under applicable tax laws. However, the
Compensation Committee believes that its primary responsibility is to provide a
compensation program that will attract, retain and reward the executive talent
necessary to the Company's success. Consequently, the Compensation Committee
recognizes that the loss of a tax deduction could be necessary in some
circumstances.
10
<PAGE>
Other elements of executive compensation include participation in a
Company-wide life insurance program, including a long-term disability insurance
program. Executives are also eligible for Company-wide medical benefits and
participation in a 401(k) plan under which the Company currently provides no
matching contributions.
COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS
[J. Michael Cline
Max D. Hopper]
11
<PAGE>
COMPARISON OF TOTAL CUMULATIVE SHAREHOLDER RETURN
The following graph sets forth the Company's total cumulative
shareholder return as compared to the Standard and Poors 500 Stock Index (the
"S&P 500") and the Morgan Stanley Tech-35 Index through March 31, 1997. Total
shareholder return assumes $100 invested in common stock of the Company on
November 16, 1995, the date of the Company's initial public offering, at the
$8.00 initial public offering price, and a similar amount invested on such date
in the stocks represented in the S&P 500 Index and the Morgan Stanley Tech-35
Index. Total return also assumes reinvestment of dividends; the Company has paid
no cash dividends on its common stock. Historical stock price performance should
not be relied upon as indicative of future stock price performance.
COMPARISON OF TOTAL RETURN AMONG SCOPUS TECHNOLOGY, INC.,
THE S&P 500 AND THE MORGAN STANLEY TECH-35 INDEX
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
Morgan Stanley
Scopus Technology, Inc. S&P 500 Tech-35 Index
<S> <C> <C> <C>
11/17/95 100 100 100
12/95 120 103 92
03/96 71 108 92
06/96 74 112 95
09/96 144 115 103
12/96 221 123 112
03/97 214 126 104
</TABLE>
12
<PAGE>
PROPOSAL TWO:
APPROVAL OF AMENDMENT TO 1991 STOCK OPTION PLAN
The Company's Board of Directors and shareholders have previously
adopted and approved the Company's Option Plan. A total of 5,550,000 shares of
Common Stock are presently reserved for issuance under the Option Plan. On April
30, 1997, the Board of Directors approved an amendment to the Option Plan,
subject to shareholder approval, to increase the shares reserved for issuance
thereunder by 1,500,000 shares, bringing the total number of shares issuable
under the Option Plan to 7,050,000.
As of March 31, 1997, 435,615 shares were available for future issuance
under the Option Plan.
At the Annual Meeting, the shareholders are being requested to consider
and approve the proposed amendment to the Option Plan to increase the number of
shares of Common Stock reserved for issuance thereunder by 1,500,000 shares,
bringing the total number of shares issuable under the Option Plan to 7,050,000.
The Board believes that the amendment will enable the Company to continue its
policy of widespread employee stock ownership as a means to motivate high levels
of performance and to recognize key employee accomplishments.
Options granted under the Option Plan are intended to meet the
requirements of being performance-based within the meaning of Section 162(m) of
the Internal Revenue Code of 1986, as amended (the "Code"). The Option Plan
provides that no employee shall be granted, in any fiscal year of the Company,
options to purchase more than 375,000 shares of Common Stock.
For a description of the principal features of the Option Plan, see
"Appendix A--Description of 1991 Stock Option Plan."
VOTE REQUIRED; RECOMMENDATION OF BOARD OF DIRECTORS
The affirmative vote of a majority of the Votes Cast will be required
to approve the amendment to the Plan. In addition, the affirmative votes must
represent at least a majority of the required quorum for the Meeting. Votes that
are cast against the proposal will be counted for purposes of determining both
(a) the presence or absence of a quorum, and (b) the total number of Votes Cast
on the proposal. Abstentions will be counted for purposes of determining both
(a) the presence or absence of a quorum for the transaction of business, and (b)
the total number of Votes Cast on the proposal. Accordingly, abstentions will
have the same effect as a vote against the proposal. Broker nonvotes will be
counted for purposes of determining the presence or absence of a quorum for the
transaction of business, but will not be counted for purposes of determining the
number of Votes Cast with respect to this proposal.
THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS VOTING "FOR"
THE AMENDMENT OF THE OPTION PLAN TO INCREASE THE NUMBER OF SHARES RESERVED FOR
ISSUANCE THEREUNDER.
13
<PAGE>
PROPOSAL THREE:
RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors has selected Coopers & Lybrand L.L.P.,
independent accountants, to audit the financial statements of the Company for
the 1998 fiscal year. This nomination is being presented to the shareholders for
ratification at the meeting. Coopers & Lybrand L.L.P. has audited the Company's
financial statements since 1992. A representative of Coopers & Lybrand L.L.P. is
expected to be present at the meeting, will have the opportunity to make a
statement, and is expected to be available to respond to appropriate questions.
VOTE REQUIRED; RECOMMENDATION OF BOARD OF DIRECTORS
The affirmative vote of a majority of the votes cast is required to
ratify the Board's selection. In addition, the affirmative votes must represent
at least a majority of the required quorum. If the shareholders reject the
nomination, the Board will reconsider its selection.
THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED THE APPOINTMENT OF
COOPERS & LYBRAND L.L.P. AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR FISCAL
1998 AND RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THIS PROPOSAL.
14
<PAGE>
OTHER INFORMATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information, based on review of
information on file with the Securities and Exchange Commission and Company
stock records, with respect to beneficial ownership of the Company's voting
stock as of March 31, 1997, (i) by each person (or group of affiliated persons)
who is known by the Company to own beneficially more than five percent of the
Company's voting stock, (ii) by each of the Company's directors, (iii) by each
of the Named Executive Officers, and (iv) by all directors and executive
officers as a group. Except as indicated in the footnotes to this table, the
persons named in the table have sole voting and investment power with respect to
all shares of Common Stock shown as beneficially owned by them, subject to
community property laws where applicable.
<TABLE>
<CAPTION>
NUMBER OF PERCENT
BENEFICIAL OWNER SHARES OWNERSHIP
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Ori Sasson (1)(2) 1,752,499 8.6%
Michele L. Axelson (1) 28,125 *
A. Aaron Omid (1)(3) 1,170,750 5.8%
Jeffrey G. Bork (1) 49,218 *
Steve Jacob (1) 18,281 *
Sharam Sasson (4) (5) 1,201,500 5.9%
Bahram Nour-Omid (1)(6) 1,145,681 5.7%
General Atlantic Partners, LLC (7)
3 Pickwick Plaza
Greeenwich, CT 06830
J. Michael Cline 3,212,498 15.9%
Christopher R. Gibbons (8) - *
Ronald Abelmann (9) - *
Max D. Hopper (10) (11) 11,718 *
All executive officers and directors as a group 5,439,964 26.5%
(13 persons) (12)
</TABLE>
(1) The shareholder's address is c/o Scopus Technology, Inc., Suite 700, 1900
Powell Street, Emeryville, CA 94608.
(2) Includes 435,000 shares subject to options held by General Atlantic
Partners, LLC ("GAP LLC") or affiliates thereof and 124,999 shares
issuable upon the exercise of options held by Mr. Ori Sasson which are
exercisable within 60 days of March 31, 1997. Also includes 1,102,500
shares held by Mr. Ori Sasson and Ms. Susan Sasson as trustees for their
own benefit and 525,000 shares held in trust by Mr. Ori Sasson as trustee
for the benefit of Mr. Sharam Sasson's minor children. Excludes 525,000
shares held in trust for the benefit of Mr. Ori Sasson's minor children.
Mr. Sharam Sasson is the trustee of such trust and Mr. Ori Sasson
disclaims beneficial ownership of such shares.
(3) Includes 435,000 shares subject to options held by GAP LLC or affiliates
thereof.
(4) The shareholder's address is c/o @ Large Software, 5801 Christie Avenue,
Suite 590, Emeryville, CA 94608.
(5) Includes 435,000 shares subject to options held by GAP LLC or affiliates
thereof. Also includes 676,500 shares held in trust by Mr. Sharam Sasson
and Ms. Fariba Sasson as trustees for their own benefit and 525,000 shares
held in trust by Mr. Sharam Sasson as trustee for the benefit of Mr. Ori
Sasson's minor children. Excludes 525,000 shares held in trust for the
benefit of Mr. Sharam Sasson's minor children. Mr. Ori Sasson is the
trustee of such trust and Mr. Sharam Sasson disclaims beneficial ownership
of such shares.
15
<PAGE>
(6) Includes 435,000 shares subject to options held by GAP LLC or affiliates
thereof. Excludes 675,000 shares held in trust for the benefit of Dr.
Nour-Omid's minor children. Mr. Iraj Barkohanai is the trustee of such
trust and Dr. Nour-Omid disclaims beneficial ownership of such shares.
(7) Includes 1,291,069 shares held by General Atlantic Partners 13, L.P. and
121,429 shares held by GAP Coinvestment Partners, L.P. Includes 1,800,000
shares transferable to GAP LLC or affiliates thereof upon the exercise of
options held by partnerships affiliated with GAP LLC. The general partner
of General Atlantic Partners 13, L.P. is GAP LLC, a Delaware limited
liability company. The managing members of GAP LLC are Steven A. Denning,
David C. Hodgson, Stephen P. Reynolds, J. Michael Cline, William O. Grabe
and William E. Ford. The same individuals are the general partners of GAP
Coinvestment Partners, L.P. Mr. Cline disclaims beneficial ownership of
shares owned by General Atlantic Partners 13, L.P., GAP Coinvestment
Partners, L.P. and the other GAP partnerships affiliated with GAP LLC
except to the extent of his pecuniary interest therein.
(8) The shareholder's address is c/o Microsoft, 1 Microsoft Way, Redmond, WA
98052.
(9) The shareholder's address is c/o WindRiver Systems, 1010 Atlantic Avenue,
Alameda, CA 94501.
(10) The shareholder's address is 1950 Stemmons Freeway, Suite 5001, Dallas, TX
75207.
(11) Includes 11,718 shares issuable upon the exercise of options held by Mr.
Hopper which are exercisable within 60 days of March 31, 1997.
(12) Includes 299,216 shares issuable upon the exercise of options which are
exercisable within 60 days of March 31, 1997 and 930,000 shares
transferable to GAP LLC or affiliates thereof from shareholders of the
Company who are not officers or directors upon the exercise of options
held by partnerships affiliated with GAP LLC.
16
<PAGE>
CERTAIN TRANSACTIONS
In November 1996, the Company completed the public offering of
3,450,000 shares of its common stock, of which 2,020,500 shares were issued and
sold by the Company and 1,429,500 were sold by selling shareholders. All shares
issued by the Company and sold by the selling shareholders were sold at $25.00
per share before underwriting discounts and commissions. As a result of this
offering of this offering Ori Sasson sold 262,500 shares, A. Aaron Omid sold
295,500 shares, Sharam Sasson sold 295,500 shares, General Atlantic Partners,
LLC sold 337,500 shares and Mark J. Barrenechea sold 11,250 shares.
OTHER MATTERS
The Company knows of no other matters to be submitted at the meeting.
If any other matters properly come before the meeting, it is the intention of
the persons named in the enclosed proxy card to vote the shares they represent
as the Board of Directors of the Company may recommend.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely on its review of copies of filings under Section 16(a) of
the Securities Exchange Act of 1934, as amended, received by it, or written
representations from certain reporting persons, the Company believes that during
fiscal 1997 all Section 16 filing requirements were met, with the exception that
Mark J. Barrenechea, Jeffrey G. Bork, J. Michael Cline, Christopher R. Gibbons,
Michael Laven, William Leetham and A. Aaron Omid each filed one late Form 4, and
Steve Jacob filed one late Form 3.
MISCELLANEOUS
The Company's Annual Report for the fiscal year ended March 31, 1997 is
being mailed to the shareholders of record concurrently with this Proxy
Statement. The Annual Report is not part of this Proxy Statement.
THE BOARD OF DIRECTORS
SCOPUS TECHNOLOGY, INC.
Emeryville, California
June 27, 1997
17
<PAGE>
APPENDIX A
DESCRIPTION OF THE 1991 STOCK OPTION PLAN
General. The Option Plan authorizes the Board of Directors (the
--------
"Board"), or one or more committees which the Board may appoint among its
members (the "Committee"), to grant (1) stock options, (2) stock purchase
rights, (3) stock appreciation rights ("SARs"), and (4) Long-Term Performance
Awards. Options granted under the Option Plan may be either "incentive stock
options" as defined in Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), or nonstatutory stock options, as determined by the Board
or the Committee (the "Administrator").
Purpose. The general purpose of the Option Plan is to attract and
--------
retain the best available personnel for positions of substantial responsibility,
to provide additional incentive to employees, consultants and officers, and to
promote the success of the Company's business.
Administration. The Option Plan may be administered by the Board or the
---------------
Committee. Subject to the other provisions of the Option Plan, the Administrator
has the authority to: (i) interpret the plan and apply its provisions; (ii)
prescribe, amend or rescind rules and regulations relating to the plan; (iii)
select the persons to whom options and SARs are to be granted; (iv) determine
the number of shares to be made subject to each option and SAR; (v) determine
whether and to what extent options and SARs are to be granted; (vi) prescribe
the terms and conditions of each option and SAR (including the exercise price,
whether an option will be classified as an incentive stock option or a
nonstatutory option and the provisions of the stock option or stock purchase
agreement to be entered into between the Company and the grantee); (vii) amend
any outstanding option or SAR subject to applicable legal restrictions; (viii)
authorize any person to execute, on behalf of the Company, any instrument
required to effect the grant of an option or SAR; and (ix) take any other
actions deemed necessary or advisable for the administration of the Option Plan.
All decisions, interpretations and other actions of the Administrator shall be
final and binding on all holders of options or SARs and on all persons deriving
their rights therefrom.
Eligibility. The Option Plan provides that options and SARs may be
------------
granted to the Company's employees and consultants (as such terms are defined in
the Option Plan). Incentive stock options may be granted only to employees. Any
optionee who owns more than 10 percent of the combined voting power of all
classes of outstanding stock of the Company (a "10% Shareholder") is not
eligible for the grant of an incentive stock option unless the exercise price of
the option is at least 10 percent of the fair market value of the Common Stock
on the date of grant.
Terms and Conditions of Options. Each option granted under the Option
--------------------------------
Plan is evidenced by a written stock option agreement between the optionee and
the Company and is subject to the following terms and conditions:
A-1
<PAGE>
(a) Exercise Price. The Administrator determines the exercise price of
---------------
options to purchase shares of Common Stock at the time the options are granted.
However, excluding options issued to 10% Shareholders, the exercise price under
an incentive stock option must not be less than 100 percent of the fair market
value of the Common Stock on the date the option is granted. If the Common Stock
is listed on any established stock exchange or a national market system, the
fair market value shall be the average of the means between the high bid and low
asked prices for the Common Stock on the five market trading days immediately
preceding the day of determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable; provided, however, that
in the event the fair market value as so determined is more than 20 percent
greater or more than 20 percent less than the mean between the high bid and low
asked prices for such stock as so quoted on the date of determination, then the
Administrator shall be entitled to determine the fair market value in good
faith, at a price within the range of prices from the fair market value as
otherwise determined above to the mean between the high bid and low asked prices
on the date of determination. If the Common Stock is traded on the
over-the-counter market, the fair market value shall be the average of the
closing sales prices for such stock (or the average of the closing bids, if no
sales were reported) as quoted on such system or exchange (or the exchange with
the greatest volume of trading in Common Stock) on the five market trading days
immediately preceding the date of determination, as reported in The Wall Street
Journal or such other source as the Administrator of the Plan deems reliable;
provided, however, that in the event the fair market value as so determined is
more than 20 percent greater or more than 20 percent less than the closing sales
price for such stock (or the closing bid, if no sales were reported) as so
quoted on the date of determination, then the Administrator shall be entitled to
determine the fair market value in good faith, at a price within the range of
prices from the fair market value as otherwise determined above to the closing
price (or closing bid, as applicable) on the date of determination.
(b) Form of Consideration. The means of payment for shares issued upon
----------------------
exercise of an option is specified in each option agreement and generally may be
made by cash, check, a full-recourse promissory note, other shares of Common
Stock of the Company owned by the optionee, delivery of an exercise notice
together with irrevocable instructions to a broker to deliver the exercise price
to the Company from sale or loan proceeds, or by a combination thereof.
(c) Exercise of the Option. Each stock option agreement will specify
-----------------------
the term of the option and the date when the option is to become exercisable.
However, in no event shall an option granted under the Option Plan be exercised
more than 10 years after the date of grant. Moreover, in the case of an
incentive stock option granted to a 10 percent Shareholder, the term of the
option shall be for no more than five years from the date of grant.
(d) Termination of Employment. If an optionee's employment terminates
--------------------------
for any reason (other than death or permanent disability), the optionee may
exercise his or her option or SAR, but only within such period of time as is
determined by the Administrator at the time of grant, not to exceed six (6)
months (three (3) months in the case of an Incentive Stock Option) from the date
of such termination, and only to the extent that the optionee was entitled to
exercise it at the date of
A-2
<PAGE>
such termination (but in no event later than the expiration of the term of such
option or SAR as set forth in the option or SAR Agreement). To the extent that
the optionee was not entitled to exercise an option or SAR at the date of such
termination, and to the extent that the optionee does not exercise such option
or SAR (to the extent otherwise so entitled) within the time specified herein,
the option or SAR shall terminate.
(e) Permanent Disability. If an employee is unable to continue
---------------------
employment with the Company as a result of permanent and total disability (as
defined in the Code), then all options and SARs held by such optionee under the
Option Plan shall expire upon the earlier of (i) six months after the date of
termination of the optionee's employment or (ii) the expiration date of the
option or SAR. The optionee may exercise all or part of his or her option or SAR
at any time before such expiration to the extent that such option or SAR was
exercisable at the time of termination of employment.
(f) Death. If an optionee dies while employed by the Company, the
------
optionee's estate or a person who acquired the right to exercise the deceased
optionee's option or SAR may exercise the option or SAR, but only within six (6)
months (or such lesser period as the option or SAR agreement may provide, or
such longer period, not to exceed twelve (12) months, as the option or SAR
agreement may provide) following the date of death, and only to the extent the
optionee was entitled to exercise it at the date of death. To the extent that
the optionee was not entitled to exercise an option or SAR at the time of death,
and to the extent that the optionee's estate or a person who acquired the right
to exercise such option does not exercise such option or SAR within the period
described above, the option or SAR shall terminate.
(g) Termination of Options. Each stock option agreement will specify
-----------------------
the term of the option and the date when all or any installment of the option is
to become exercisable. Notwithstanding the foregoing, however, the term of any
incentive stock option shall not exceed 10 years from the date of grant. No
option may be exercised by any person after the expiration of its term.
(h) Nontransferability of Options. During an optionee's lifetime, his
------------------------------
or her option(s) shall be exercisable only by the optionee and shall not be
transferable other than by will or laws of descent and distribution.
(i) Limitations. If the aggregate fair market value of all shares of
------------
Common Stock subject to an optionee's incentive stock option which are
exercisable for the first time during any calendar year exceeds $100,000, the
excess options shall be treated as nonstatutory options. In addition, no
employee shall be granted, in any fiscal year of the Company, options and stock
purchase rights to purchase more than 375,000 shares of Common Stock.
(j) Other Provisions. The stock option agreement may contain such
-----------------
terms, provisions and conditions not inconsistent with the Option Plan as may be
determined by the Administrator.
A-3
<PAGE>
Stock Appreciation Rights. The Option Plan permits the Company to grant
--------------------------
SARs in connection with all or any part of an option, either concurrently with
the grant of the option or at any time thereafter during the term of the option.
The SAR shall entitle the optionee to exercise the SAR by surrendering to the
Company unexercised a portion of the related option. The optionee shall receive
in exchange from the Company an amount equal to the excess of (1) the fair
market value on the date of exercise of the SAR of the Common Stock covered by
the surrendered portion of the related option over (2) the exercise price of the
Common Stock covered by the surrendered portion of the related option. The
Administrator may place limits on the amount that may be paid upon exercise of
an SAR; provided, however, that such limits shall not restrict the
exercisability of the related option. When an SAR is exercised, the related
option, to the extent surrendered, shall cease to be exercisable. An SAR may
only be exercised at a time when the fair market value of the Common Stock
covered by the related option exceeds the exercise price of the Common Stock
covered by the related option.
At the discretion of the Administrator, SARs may be granted without
related options. Such an SAR shall entitle the optionee, by exercising the SAR,
to receive from the Company an amount equal to the excess of (1) the fair market
value of the Common Stock covered by the exercised portion of the SAR, as of the
date of such exercise, over (2) the fair market value of the Common Stock
covered by the exercised portion of the SAR, as of the last market trading date
prior to the date on which the SAR was granted; provided, however, that the
Administrator may place limits on the aggregate amount that may be paid upon
exercise of an SAR. SARs shall be exercisable, in whole or in part, at such
times as the Administrator shall specify in the optionee's SAR agreement.
Stock Purchase Rights. The Option Plan permits the Company to grant
----------------------
rights to purchase Common Stock either alone or in combination with other awards
granted under the Option Plan or in combination with cash awards made outside of
the Option 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 the offeree shall be entitled to purchase, the price to be paid, and
the time within which the offeree must accept such offer, which shall in no
event exceed thirty (30) 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.
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 Administrator may determine.
A-4
<PAGE>
Long-Term Performance Awards. Long-Term Performance Awards are cash or
-----------------------------
stock bonus awards that may be granted either alone or in addition to other
awards granted under the Option Plan. Such awards shall be granted for no cash
consideration. The Administrator shall determine the nature, length and starting
date of any performance period (the "Performance Period") for each Long-Term
Performance Award, and shall determine the performance or employment factors, if
any, to be used in the determination of Long-Term Performance Awards and the
extent to which such Long-Term Performance Awards are valued or have been
earned. Long-Term Performance Awards may vary from participant to participant
and between groups of participants and shall be based upon the achievement of
the Company and individual performance factors or such other criteria or
combination of criteria as the Administrator may deem appropriate. Performance
Periods may overlap and participants may participate simultaneously with respect
to Long-Term Performance Awards that are subject to different Performance
Periods and different performance factors and criteria. Long-Term Performance
Awards shall be confirmed by, and be subject to the terms of, a Long-Term
Performance Award agreement. The terms of such awards need not be the same with
respect to each participant.
At the beginning of each Performance Period, the Administrator may
determine for each Long-Term Performance Award subject to such Performance
Period the range of dollar values or number of shares of Common Stock to be
awarded to the participant at the end of the Performance Period if and to the
extent that the relevant measures of performance for such Long-Term Performance
Award are met. Such dollar values or number of shares of Common Stock may be
fixed or may vary in accordance with such performance or other criteria as may
be determined by the Administrator.
Adjustment Upon Changes in Capitalization and Corporate Transactions.
---------------------------------------------------------------------
In the event that the stock of the Company is changed by reason of any stock
split, reverse stock split, stock dividend, recapitalization or other change in
the capital structure of the Company, appropriate proportional adjustments shall
be made in the number and class of shares of stock subject to the Option Plan,
the number and class of shares of stock subject to any option or right
outstanding under the Option Plan, and the exercise price of any such
outstanding option or right. Any such adjustment shall be made upon approval of
the Board and, if required, the shareholders of the Company, whose determination
shall be conclusive. Notwithstanding the above, in connection with any merger,
consolidation, acquisition of assets or like event involving the Company, each
outstanding option and right shall be assumed or an equivalent option or right
substituted by a successor corporation. If the successor corporation does not
assume the options or substitute substantially equivalent options, or if the
Administrator determines in its sole discretion that the options should not
continue to be outstanding, then the exercisability of all outstanding options
and rights shall be automatically accelerated. In the event of a Change in
Control of the Company (as defined in the Option Plan, and which includes a
merger or a sale of all or substantially all of the Company's assets), if the
Board of Directors so determines in its discretion, outstanding options and
rights shall have their exercisability fully accelerated and/or the option and
right holders may be paid in cash the excess of the change in control price over
the option or right exercise price.
A-5
<PAGE>
Amendments, Suspensions and Termination of the Option Plan. The Board
may amend, suspend or terminate the Option Plan at any time; provided, however,
that shareholder approval is required for any amendment to the extent necessary
to comply with Rule 16b-3 promulgated under the Securities Exchange Act of 1934
("Rule 16b-3") or Section 422 of the Code, or any similar rule or statute. In
any event, the Option Plan will terminate automatically in 2001.
Federal Tax Information for Option Plan. Options granted under the
Option Plan may be either "incentive stock options," as defined in Section 422
of the Internal Revenue Code of 1986, as amended (the "Code"), or nonstatutory
options.
An optionee who is granted an incentive stock option will not recognize
taxable income either at the time the option is granted or upon its exercise,
although the exercise may subject the optionee to the alternative minimum tax.
Upon the sale or exchange of the shares more than two years after grant of the
option and one year after exercising the option, any gain or loss will be
treated as long term capital gain or loss. If these holding periods are not
satisfied, the optionee will recognize ordinary income at the time of sale or
exchange equal to the difference between the exercise price and the lower of (i)
the fair market value of the shares at the date of the option exercise or (ii)
the sale price of the shares. A different rule for measuring ordinary income
upon such a premature disposition may apply if the optionee is also an officer,
director, or 10% Shareholder of the Company. The Company will be entitled to a
deduction in the same amount as the ordinary income recognized by the optionee.
Any gain or loss recognized on such a premature disposition of the shares in
excess of the amount treated as ordinary income will be characterized as
long-term or short-term capital gain or loss, depending on the holding period.
All other options which do not qualify as incentive stock options are
referred to as nonstatutory options. An optionee will not recognize any taxable
income at the time he or she is granted a nonstatutory option. However, upon its
exercise, the optionee generally will recognize taxable income measured as the
excess of the then fair market value of the shares purchased over the purchase
price. Any taxable income recognized in connection with an option exercise by an
optionee who is also an employee of the Company may be subject to tax
withholding by the Company. Upon resale of such shares by the optionee, any
difference between the sales price and the optionee's purchase price, to the
extent not recognized as taxable income as described above, will be treated as
long-term or short-term capital gain or loss, depending on the holding period.
The Company will be entitled to a tax deduction in the same amount as
the ordinary income recognized by the optionee with respect to shares acquired
upon exercise of a nonstatutory option.
THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF FEDERAL INCOME
TAXATION UPON THE OPTIONEE AND THE COMPANY WITH RESPECT TO THE GRANT AND
EXERCISE OF OPTIONS UNDER THE OPTION PLAN, DOES NOT PURPORT TO BE COMPLETE, AND
DOES NOT DISCUSS THE TAX CONSEQUENCES OF THE OPTIONEE'S DEATH OR THE INCOME TAX
LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH AN OPTIONEE MAY
RESIDE.
A-6
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1453-PS-97
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Detach Here
SCOPUS TECHNOLOGY, INC.
PROXY for Annual Meeting of Shareholders
To Be Held July 23, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
P The undersigned shareholder of SCOPUS TECHNOLOGY, INC., a California
corporation, hereby acknowledges receipt of the Notice of Annual Meeting of
R Shareholders and Proxy Statement, each dated June 27, 1997, and hereby
appoints Ori Sasson and Michele L. Axelson, proxies and attorneys-in-fact,
O each with full power of substitution, on behalf of the undersigned, to
represent the undersigned at the Annual Meeting of Shareholders of SCOPUS
X TECHNOLOGY,INC. to be held at the Berkeley Marina Marriott Hotel, 200
Marina Boulevard, Berkeley, California 94710, on Wednesday, July 23, 1997
Y at 2:00 p.m., local time, and at any adjournment or adjournments thereof,
and to vote all shares of Common Stock that the undersigned would be
entitled to vote if then and there personally present, on all matters set
forth on the reverse side hereof.
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN ACCORDANCE WITH
THE SPECIFICATIONS MADE HEREIN. IF NO SPECIFICATION IS INDICATED, THE
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR EACH OF THE PERSONS AND
THE PROPOSALS ON THE REVERSE SIDE HEREOF AND FOR SUCH OTHER MATTERS AS MAY
PROPERLY COME BEFORE THE MEETING AS THE PROXYHOLDER DEEMS ADVISABLE.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE ***************
* SEE REVERSE *
* SIDE *
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Detach Here
[X] Please mark
votes as in
this example.
1. Election of Directors
NOMINEES: Ori Sasson, J. Michael Cline, Christopher R. Gibbons, Max D.
Hopper, Ronald Abelmann
FOR WITHHELD
[ ] [ ]
[ ] -------------------------------------- Mark here [ ]
For all nominees except as noted above for address
change and
note below
FOR AGAINST ABSTAIN
2. Proposal to amend the Company's 1991 [ ] [ ] [ ]
Stock Option Plan to increase the
number of shares available for issuance
thereunder from 5,550,000 shares to an
aggregate of 7,050,000 shares.
FOR AGAINST ABSTAIN
3. Proposal to ratify the appointment of [ ] [ ] [ ]
Coopers & Lybrand L.L.P. as independent
accountants for the fiscal year ending
March 31, 1998.
4. To vote or otherwise represent the shares on any and all other business
which may properly come before the meeting or any adjournment or
adjournments thereof, according and in the discretion of the proxyholder.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
NOTE: Please sign exactly as your name appears on your stock certificate. If
the stock is registered in the names of two or more persons, each should sign.
Executors, administrators, trustees, guardians, attorneys and corporate officers
should insert their titles.
Signature: Date:
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Signature: Date:
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