<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
Siebel Systems, Inc.
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(Name of Issuer)
Common Stock, $0.001 Par Value Per Share
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(Title of Class of Securities)
876170102
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(CUSIP Number)
Ori Sasson
Scopus Technology, Inc.
1900 Powell Street
Emeryville, CA 94608
(510) 597-5800
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 1, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box: [_]
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of
this section of the Exchange Act but shall be subject to all other provisions of
the Exchange Act.
CUSIP No. 876170102
---------
<PAGE>
- -------------------
CUSIP NO. 876170102
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1 NAME OF REPORTING PERSON
Scopus Technology, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
94-3134998
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): (b):
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E): [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of California
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NUMBER OF SHARES BENEFICIALLY 7 SOLE VOTING POWER
OWNED BY EACH REPORTING PERSON -0-
8 SHARED VOTING POWER
9,587,300
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,587,300 shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.32%
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14 TYPE OF REPORTING PERSON
CO
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Neither the filing of this Schedule 13D nor any of its contents shall be
deemed to constitute an admission by Scopus Technology, Inc. that it is the
beneficial owner of any of the Common Stock referred to herein for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
--------
Act"), or for any other purpose, and such beneficial ownership is expressly
- ---
disclaimed.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to common stock, par value $0.001
per share ("Siebel Common Stock"), of Siebel Systems, Inc., a Delaware
-------------------
corporation ("Siebel"). The principal executive offices of Siebel are located
------
at 1855 South Grant Street, San Mateo, California 94402.
ITEM 2. IDENTITY AND BACKGROUND.
The name of the person filing this statement is Scopus Technology, Inc., a
California corporation ("Scopus"). The address of the principal office and
------
principal business of Scopus is 1900 Powell Street, Emeryville, California
94608. Scopus develops, markets and designs client/server software solutions
for the customer information management market. Set forth in Schedule A is a
list of each of Scopus' directors and executive officers, as of the date hereof,
along with the present principal occupation or employment of such directors and
executive officers, their respective citizenship and the name, principal
business and address of any corporation or other organization other than Scopus
in which such employment is conducted. During the past five years neither
Scopus nor, to Scopus' knowledge, any person named in Schedule A to this
statement, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). Also during the past five years neither
Scopus nor, to Scopus' knowledge, any person named in Schedule A to this
statement, was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such person was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activity subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Agreement and Plan of Merger and Reorganization dated March
1, 1998 (the "Merger Agreement") among Scopus, Syracuse Acquisition Sub, Inc., a
----------------
California corporation and a wholly-owned subsidiary of Siebel ("Merger Sub")
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and Siebel, and subject to the conditions set forth therein (including approval
by stockholders of Siebel and Scopus), Merger Sub will be merged with and into
Scopus (the "Merger"), with each share of Scopus common stock, $0.001 par value
------
per share ("Scopus Common Stock"), being converted into the right to receive
-------------------
0.36405 shares of common stock, par value $.001 per share, of Siebel ("Siebel
Common Stock") (as adjusted for any stock split, stock dividend, reverse stock
split, reclassification, recapitalization or other similar transaction) (the
"Exchange Ratio"). After giving effect to the 100% dividend on Siebel Common
Stock to be paid on March 20, 1998, the Exchange Ratio would be 0.7281. The
foregoing summary of the Merger is qualified in its entirety by reference to the
copy of the Merger Agreement included as Exhibit 1 to this Schedule 13D and
incorporated herein in its entirety by reference.
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To facilitate the consummation of the Merger, certain stockholders of
Siebel have entered into voting agreements with Scopus as described in Item 4.
ITEM 4. PURPOSE OF TRANSACTION.
As described in Item 3 above, this statement relates to the merger of
Merger Sub, a wholly-owned subsidiary of Siebel, with and into Scopus in a
statutory merger pursuant to the California General Corporation Law ("California
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Law"). At the effective time of the Merger (the "Effective Time"), the separate
- --- --------------
existence of Merger Sub will cease and Scopus will continue as the surviving
corporation and as a wholly-owned subsidiary of Siebel ("Surviving
---------
Corporation"). The officers and directors of the Surviving Corporation after
the Effective Time shall be as mutually determined by Scopus and Siebel prior to
the Effective Time and shall serve as the officers and directors of the
Surviving Corporation until their respective successors are elected and
qualified or duly appointed, as the case may be. The Articles of Incorporation
of the Surviving Corporation shall be amended and restated as of the Effective
Time to conform to the Articles of Incorporation of Merger Sub as in effect
immediately prior to the Effective Time; provided, however, that at the
-------- -------
Effective Time the Articles of Incorporation of the Surviving Corporation shall
be amended so that the name of the Surviving Corporation shall be Scopus
Technology, Inc. The Bylaws of the Surviving Corporation shall be amended and
restated as of the Effective Time to conform to the Bylaws of Merger Sub as in
effect immediately prior to the Effective Time.
Merger Consideration. In connection with the Merger, holders of
--------------------
outstanding Scopus Common Stock will receive, in exchange for each share of
Scopus Common Stock held by them, 0.36405 shares of Siebel Common Stock (as
adjusted for any stock split, stock dividend, reverse stock split,
reclassification, recapitalization or other similar transaction (the "Exchange
Ratio"). After giving effect to the 100% dividend on Siebel Common Stock to be
paid on March 20, 1998, the Exchange Ratio would be 0.7281. In addition,
Siebel will assume all options outstanding under Scopus' 1991 Stock Option
Plan and the Director Stock Option Plan. In accordance with the terms of the
Merger Agreement, Siebel and Scopus will mutually agree as to the treatment of
Scopus' Employee Stock Purchase Plan. If the Merger is consummated, Scopus
Common Stock will be deregistered under the Exchange Act and delisted from The
Nasdaq National Market.
Representations, Warranties, Covenants and Closing Conditions. The Merger
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Agreement contains customary representations and warranties on the part of
Scopus and Siebel, and the consummation of the Merger is subject to customary
closing conditions, including, without limitation, approval by the stockholders
of Scopus and Siebel, regulatory approval, and the occurrence of no material
adverse effect with respect to a party. The Merger Agreement also contains
covenants regarding the activities of Scopus and Siebel prior to the earlier of
the Effective Time and the termination of the Merger Agreement. Scopus has
agreed to conduct its business in the ordinary course, in a commercially
reasonable manner and in compliance with applicable laws. In addition, a number
of corporate actions by Scopus during the period pending the closing of the
Merger require Siebel's approval, including borrowings, capital expenditures and
stock option grants above specified minimums. Siebel has agreed not to take,
without Scopus' prior written consent, certain actions, such as payment of
extraordinary dividends or other distributions to shareholders, if they would be
materially adverse to the shareholders of Scopus compared to the stockholders of
Siebel.
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Termination of the Merger Agreement. The Merger Agreement may be
-----------------------------------
terminated prior to the Effective Time, whether before or after approval of the
Merger by the stockholders of Siebel and the shareholders of Scopus: (i) by
mutual written consent of the Boards of Directors of Siebel and Scopus; (ii)
subject to certain exceptions, by either Siebel or Scopus if the Merger shall
not have been consummated by September 1, 1998; (iii) by either Siebel or Scopus
in connection with certain legal or governmental actions having the effect of
permanently restraining, enjoining or otherwise prohibiting the Merger; (iv)
subject to certain limitations, by Siebel or Scopus if the Scopus Special
Meeting shall have been held and the Merger Agreement and the Merger shall not
have been approved by the necessary vote of the Scopus shareholders; (v) by
Siebel or Scopus if (at any time prior to the adoption and approval of the
Merger Agreement and approval of the Merger by the Scopus shareholders) a
"Triggering Event" (as defined in Merger Agreement) shall have occurred
(provided that Scopus shall not have the right to terminate on this basis until
May 30, 1998); (vi) by Siebel or Scopus if (at any time prior to the adoption
and approval of the Merger Agreement and approval of the Merger by the Scopus
shareholders) a "Termination Event" (as defined in the Merger Agreement) shall
have occurred (provided that Scopus shall not have the right to terminate on
this basis until May 30, 1998); (vii) subject to certain limitations, by Siebel
or Scopus if the Siebel Special Meeting shall have been held and the issuance of
Siebel Common Stock in the Merger shall not have been approved by the necessary
vote of the Siebel stockholders; (viii) by Siebel if Scopus' representations and
warranties in the Merger Agreement shall be or become materially inaccurate or
if any of Scopus' covenants in the Merger Agreement shall have been breached and
not cured within the period required by the Merger Agreement; or (ix) by Scopus
if Siebel's representations and warranties in the Merger Agreement shall be or
become materially inaccurate or if any of Siebel's covenants in the Merger
Agreement shall have been breached and not cured within the period required by
the Merger Agreement.
The foregoing summary of the Merger is qualified in its entirety by
reference to the copy of the Merger Agreement included as Exhibit 1 to this
Schedule 13D and incorporated herein in its entirety by reference.
Voting Agreements. As an inducement to Scopus to enter into the Merger
-----------------
Agreement, each of Thomas M. Siebel, Thomas M. Siebel as Trustee under the
Siebel Living Trust u/a/d 7/29/93, Siebel Asset Management, L.P., the Thomas and
Stacey Siebel Foundation and First Virtual Capital, Inc. (individually, a
"Siebel Voting Agreement Stockholder" and, collectively, the "Siebel Voting
Agreement Stockholders") has entered into a Voting Agreement dated as of March
1, 1998 (individually, a "Siebel Voting Agreement" and, collectively, the
"Siebel Voting Agreements") with Siebel and Scopus. The Siebel Voting Agreement
Stockholders, who beneficially own an aggregate of 9,587,300 outstanding shares
of Siebel Common Stock (representing approximately 26.32% of the shares of
Siebel Common Stock as of February 4, 1998), have agreed that, prior to the
Expiration Date, they will vote their shares of Siebel Common Stock in favor of
(i) the issuance of the shares of Siebel Common Stock to be issued in the Merger
and (ii) each of the other actions contemplated by the Merger Agreement. They
have also agreed, in certain instances, to require any party to whom their
shares of Siebel Common Stock may be sold, pledged, granted an option to
purchase, or otherwise transferred to execute a counterpart of the Siebel Voting
Agreement and agree to hold such Siebel securities subject to all the terms and
provisions of the Siebel Voting Agreements. Each
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<PAGE>
Siebel Voting Agreement Stockholder and the number of outstanding shares of
Siebel Common Stock held of record by each Siebel Voting Agreement Stockholder
as of February 4, 1998 is set forth in Schedule B hereto, which is hereby
incorporated by this reference. Scopus did not pay any additional
consideration to any Siebel Voting Agreement Stockholder in connection with
the execution and delivery of the Siebel Voting Agreements. The foregoing
summary of the Siebel Voting Agreements is qualified in its entirety by
reference to a copy of the form of Siebel Voting Agreement included as Exhibit
2 to this Schedule 13D and incorporated herein in its entirety by reference.
As an inducement to Siebel to enter into the Merger Agreement, each of Ori
S. Sasson, General Atlantic Partners, L.P., General Atlantic Partners V, L.P.,
General Atlantic Partners 13, L.P., General Atlantic Partners 17, L.P. and A.
Aaron Omid (individually, a "Scopus Voting Agreement Shareholder" and,
collectively, the "Scopus Voting Agreement Shareholders") has entered into a
Voting Agreement dated as of March 1, 1998 (individually, a "Scopus Voting
Agreement" and, collectively, the "Scopus Voting Agreements") with Siebel. The
Scopus Voting Agreement Shareholders, who own an aggregate of 5,257,000
outstanding shares of Scopus Common Stock (representing approximately 25.36% of
the outstanding shares of Scopus Common Stock as of March 1, 1998), have agreed
that, prior to the Expiration Date, they will vote their shares of Scopus Common
Stock in favor of: (i) approval of the Merger; (ii) approval and adoption of the
Merger Agreement; and (iii) each of the other actions contemplated by the Merger
Agreement. The Scopus Voting Agreement Shareholders have also delivered to
Siebel irrevocable proxies with respect to the matters covered by the Scopus
Voting Agreements. In addition, subject to certain de minimis exceptions, the
Scopus Voting Agreement Shareholders have agreed not to transfer any securities
of Scopus owned by them ("Scopus Securities") unless and until the proposed
transferee of such Scopus Securities shall have (i) executed a counterpart of
the Scopus Voting Agreement and an irrevocable proxy and (ii) agreed to hold
such Scopus Securities subject to all of the terms and provisions of the Scopus
Voting Agreement. A copy of this agreement is included as Exhibit 3 to this
Schedule 13D and incorporated herein in its entirety by reference.
Stock Option Agreement. Also as an inducement to Siebel to enter into the
----------------------
Merger Agreement, Scopus and Siebel entered into a Stock Option Agreement dated
March 1, 1998 ("Stock Option Agreement") pursuant to which Scopus granted Siebel
----------------------
the right under certain conditions to purchase up to 3,493,879 shares of Scopus
Common Stock (the "Options") at a purchase price of $20.00 per share (the
"Option"). Subject to certain conditions, the option granted in the Option
Agreement may be exercised, in whole or in part, on any one occasion, if a
"Triggering Event" (as defined in the Merger Agreement) has occurred; provided,
however, that in the event the Option becomes exercisable for this reason, the
Option shall terminate upon the earliest to occur of: (i) the Effective Time of
the Merger; (ii) 270 days after the first occurrence of a Triggering Event; and
(iii) the valid termination of the Merger Agreement in accordance with its terms
prior to the occurrence of a Triggering Event. In addition, if (i) the Scopus
Special Meeting shall have been held and the Merger and the Merger Agreement
shall not have been adopted and approved by the necessary vote of the Scopus
shareholders, and (ii) following the date of the Merger Agreement and prior to
the Scopus Special Meeting, an "Acquisition Proposal" (as defined in Merger
Agreement) shall have been publicly announced; and (iii) on or prior to the
first anniversary of the termination of
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<PAGE>
the Merger Agreement, Siebel shall have entered into a definitive agreement
providing for a Company Acquisition (as defined in the Merger Agreement) then
the option granted in the Option Agreement may be exercised by Siebel, in
whole or in part, on any one occasion and at any time following the date of
such definitive agreement relating to a Company Acquisition (or the
consummation of a Company Acquisition if there is no definitive agreement) and
prior to the date 180 days following the date of such definitive agreement
relating to a Company Acquisition (or 180 days after the consummation of a
Company Acquisition if there is no definitive agreement).
Siebel has agreed that in the event that the Option becomes exercisable and
the Option or the Scopus Common Stock (or any rights therein) subject to the
Option are sold, transferred or otherwise disposed of by Siebel at any time
within the subsequent ten years, Siebel shall pay to Scopus the amount by which
any "Proceeds" (as defined in the Stock Option Agreement) from such transaction
exceeds the "Aggregate Cost Amount" (as defined in the Stock Option Agreement)
of the Option or the Scopus Common Stock so transferred, as applicable
(including interest on the aggregate purchase price of the Scopus Common Stock
if Scopus Common Stock is transferred). In addition, during the 180 day period
commencing with the date 270 days following the acquisition by Siebel of any
Scopus Common Stock issuable pursuant to the Option, Scopus may repurchase such
Scopus Common Stock at a price equal to the aggregate exercise price plus
interest from the date such Scopus Common Stock was acquired. Scopus has also
granted Siebel certain rights to require Scopus to register the Scopus Common
Stock acquired pursuant to the Option under the Securities Act of 1933, as
amended (the "Securities Act").
The foregoing summary of the Stock Option Agreement is qualified in its
entirety by reference to the copy of the Stock Option Agreement included as
Exhibit 4 to this Schedule 13D and incorporated herein in its entirety by
reference.
Affiliate Agreements. In connection with the Merger Agreement, Scopus has
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covenanted to deliver to Siebel agreements ("Scopus Affiliate Agreements")
executed by each person who is an "affiliate," as such term is defined in Rule
145 promulgated under the Securities Act, of Scopus (each a "Scopus Affiliate"),
whereby each such Scopus Affiliate agrees not to effect any sale, transfer or
other disposition of Siebel Common Stock received by such Scopus Affiliate in
the Merger unless: (i) such sale, transfer or other disposition is made in
conformity with the volume and other requirements of Rule 145 under the
Securities Act, as evidenced by a broker's letter and a representation letter
executed by the Scopus Affiliate (reasonably satisfactory in form and content to
Siebel), each stating that such requirements have been met; (ii) legal counsel
reasonably satisfactory to Siebel shall have advised Siebel in a written option
letter (reasonably satisfactory in form and content to Siebel), upon which
Siebel may rely, that such sale, transfer or other disposition will be exempt
from registration under the Securities Act; (iii) such, sale transfer or other
disposition is effected pursuant to an effective registration statement under
the Securities Act; or (iv) an authorized representative of the Securities
Exchange Commission (the "Commission") shall have rendered written advice to
such Scopus Affiliate to the effect that the Commission would take no action,
with respect to such proposed sale, transfer or other disposition, and a copy of
such written advice and all other related communications with the Commission
shall have been delivered to Siebel.
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In addition, so as to help ensure that the Merger will be treated as a
pooling of interests for accounting and financial reporting purposes, the Scopus
Affiliate Agreements provide that during the period contemplated by the
Commission's Staff Accounting Bulletin Number 65 until the earlier of (i)
Siebel's public announcement of financial results covering at least 30 days of
combined operations of Siebel and Scopus or (ii) the Merger Agreement is
terminated in accordance with its terms, no Scopus Affiliate shall sell,
exchange, transfer, pledge, distribute or otherwise dispose of or grant any
option, establish any "short" or put-equivalent position with respect to or
enter into any similar transaction (through derivative's otherwise) intended or
having the effect, directly or indirectly, to reduce such Scopus Affiliate's
risk relative to: (i) any Scopus Common Stock (except pursuant to and upon
consummation of the Merger); or (ii) any Siebel Common Stock received by such
Scopus Affiliate in the Merger or upon exercise of options assumed by Siebel in
the Merger. Provided certain conditions are met, the Scopus Affiliate Agreements
provide for certain exceptions to the foregoing restrictions on transfer
relating to: (i) certain de minimis transfers; (ii) transfers in payment of the
exercise price of options to purchase Scopus Common Stock or Siebel Common
Stock; (iii) charitable donations; or (iv) transfers to trusts established for
the benefit of members of such Scopus Affiliate's family or gifts to members of
such Scopus Affiliate's family. The foregoing summary of the Scopus Affiliate
Agreements is qualified in its entirety by reference to the copy of the Scopus
Affiliate Agreement included as Exhibit 5 to this Schedule 13D and incorporated
herein in its entirety by reference.
Also in connection with the Merger Agreement, Siebel has covenanted to
deliver to Scopus agreements ("Siebel Affiliate Agreements") executed by each
person who is an "affiliate" of Siebel (each a "Siebel Affiliate") providing
that, during the period contemplated by the Commission's Staff Accounting
Bulletin Number 65 until the earlier of (i) Siebel's public announcement of
financial results covering at least 30 days of combined operations of Siebel and
Scopus or (ii) the Merger Agreement is terminated in accordance with its terms,
no Siebel Affiliate shall, subject to certain exceptions, sell, exchange,
transfer, pledge, distribute or otherwise dispose of or grant any option,
establish any "short" or put-equivalent position with respect to or enter into
any similar transaction (through derivative's or otherwise) intended or having
the effect, directly or indirectly, to reduce such Siebel Affiliate's risk
relative to any Siebel Common Stock. Provided certain conditions are met, the
Siebel Affiliate Agreements provide for certain exceptions to the foregoing
restrictions on transfer relating to : (i) certain de minimis transfers; (ii)
transfers in payment of the exercise price of options to purchase Siebel
Common Stock; (iii) charitable donations; or (iv) transfers to trusts
established for the benefit of members of such Siebel Affiliate's family or
gifts to members of such Siebel Affiliate's family. The foregoing summary is
qualified in its entirety by reference to the copy of the Siebel Affiliate
Agreement included as Exhibit 6 to this Schedule 13D and incorporated herein
in its entirety by reference.
ITEM 5. INTEREST IN SECURITIES OF SIEBEL.
As a result of and subject to the Siebel Voting Agreement, Scopus has
shared power to vote an aggregate of 9,587,300 shares of Siebel Common Stock for
the limited purposes described in Item 4 above, and may be deemed to
beneficially own such shares. Such shares constitute approximately 26.32% of
the issued and outstanding shares of Siebel Common Stock as of March 1, 1998.
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To Scopus' knowledge, no shares of Siebel Common Stock are beneficially
owned by any of the persons named in Schedule A. In addition, Scopus has not
affected any transaction in Siebel Common Stock during the past 60 days and, to
Scopus' knowledge, none of the persons named in Schedule A has affected any
transaction in Siebel Common Stock during the past 60 days.
Set forth in Schedule A is a list of each of Scopus' directors and
executive officers, as of the date hereof, along with the present principal
occupation or employment of such directors and executive officers, their
respective citizenship and the name, principal business and address of any
corporation or other organization other than Scopus in which such employment is
conducted. During the past five years neither Scopus nor, to Scopus' knowledge,
any person named in Schedule A to this statement, has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors). Also
during the past five years neither Scopus nor, to Scopus' knowledge, any person
named in Schedule A to this statement, was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
such person was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activity subject to, federal
or state securities laws or finding any violation with respect to such laws.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF ISSUER.
Other than as described herein, to Scopus' knowledge, there are no
contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any person with
respect to any securities of Siebel, including but not limited to transfer or
voting of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees or profits, division or profits or loss,
or the giving or withholding or proxies.
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ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following documents are filed as exhibits:
1. Agreement and Plan of Merger and Reorganization dated March 1, 1998 by
and among Siebel Systems, Inc., a Delaware corporation, Syracuse
Acquisition Sub, Inc., a California corporation and wholly-owned
subsidiary of Siebel Systems, Inc., and Scopus Technology, Inc. a
California corporation.*
2. Form of Voting Agreement dated March 1, 1998 by and among Scopus
Technology, Inc., a California corporation, Siebel Systems Inc., a
Delaware Corporation and certain stockholders of Siebel.*
3. Form of Voting Agreement dated March 1, 1998 by and among Siebel
Systems, Inc., a Delaware corporation, and certain shareholders of
Scopus Technology, Inc., a California corporation.*
4. Form of Option Agreement dated March 1, 1998 by and between Siebel
System, Inc., a Delaware corporation and Scopus Technology Inc., a
California corporation.*
5. Form of Affiliate Agreement dated March 1, 1998 by and among Siebel
Systems, Inc., a Delaware corporation, Scopus Technology, Inc., a
California corporation and certain shareholders of Scopus.*
6. Form of Affiliate Agreement dated March 1, 1998 by and among Siebel
Systems, Inc., a Delaware corporation, Scopus Technology, Inc., a
California corporation and certain stockholders of Siebel.*
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* Previously filed.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 19, 1998
SCOPUS TECHNOLOGY, INC.
By: /s/ Michele Axelson
---------------------------------
Title: Senior Vice President and
Chief Financial Officer
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<PAGE>
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF
SCOPUS TECHNOLOGY, INC.
<TABLE>
<CAPTION>
Present Principal Occupation
Name Including Name of Employer Citizenship
---- ---------------------------- -----------
<S> <C> <C>
Ori Sasson Chairman of the Board of Directors, Chief U.S.
Executive Officer and President of Scopus
Michele L. Axelson Senior Vice President and Chief Financial U.S.
Officer of Scopus
A. Aaron Omid Senior Vice President, Worldwide Field U.S.
Operations, and Secretary of Scopus
Jeffrey G. Bork Senior Vice President, Worldwide Marketing of U.S.
Scopus
Kira Makagon Vice President, Product Development of Scopus U.S.
Nat D. Natraj Vice President, General Manager Financial U.S.
Services of Scopus
Michael Askew Vice President, General Manager of U.S.
Communications of Scopus
Francoise Tourniaire Vice President, Worldwide Services of Scopus U.S.
Lyle D. York Vice President, Customer Relations of Scopus U.S.
J. Michael Cline Director of Scopus and General Partner, General U.S.
Atlantic Partners, 3 Pickwick Plaza, Suite 200,
Greenwich, CT 06830
Christopher R. Gibbons Director of Scopus and General Manager, U.S.
Enterprise Computing at Microsoft Corporation,
1 Microsoft Way, Sammanish Bldg.,
Redmond, WA 98502
Ronald Abelmann Director of Scopus and President and Chief U.S.
Executive Officer of WindRiver Systems,
1010 Atlantic Avenue, Alameda, CA 94501
Max D. Hopper Director of Scopus and Private Investor, U.S.
Max D. Hopper Associates, Inc.,
1950 Stemmons Freeway, Suite 501,
Dallas, TX 75207
</TABLE>
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SCHEDULE B
<TABLE>
<CAPTION>
Siebel Common Stock Held
Stockholder of Record as of February 4, 1998
- ----------------------------------------- --------------------------------
<S> <C>
Thomas M. Siebel 900,000
Siebel Systems, Inc.
1855 South Grant Street
San Mateo, CA 94402
Thomas M. Siebel as Trustee 7,363,562
under the Siebel Living Trust
u/a/d 7/29/93
c/o Siebel Systems, Inc.
1855 South Grant Street
San Mateo, CA 94402
Siebel Asset Management, L.P. 293,738
c/o Siebel Systems, Inc.
1855 South Grant Street
San Mateo, CA 94402
The Thomas and Stacey Siebel Foundation 80,000
c/o Siebel Systems, Inc.
1855 South Grant Street
San Mateo, CA 94402
First Virtual Capital, Inc. 950,000
264 Village Drive, Suite 102
Incline Village, NV 89451
---------
Total 9,587,300
=========
</TABLE>
13
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
1. Agreement and Plan of Merger and Reorganization dated March 1, 1998 by
and among Siebel Systems, Inc., a Delaware corporation, Syracuse
Acquisition Sub, Inc., a California corporation and wholly-owned
subsidiary of Siebel Systems, Inc., and Scopus Technology, Inc. a
California corporation.*
2. Form of Voting Agreement dated March 1, 1998 by and among Scopus
Technology, Inc., a California corporation, Siebel Systems Inc., a
Delaware Corporation and certain stockholders of Siebel.*
3. Form of Voting Agreement dated March 1, 1998 by and among Siebel
Systems, Inc., a Delaware corporation, and certain shareholders of
Scopus Technology, Inc., a California corporation.*
4. Form of Option Agreement dated March 1, 1998 by and between Siebel
System, Inc., a Delaware corporation and Scopus Technology Inc., a
California corporation.*
5. Form of Affiliate Agreement dated March 1, 1998 by and among Siebel
Systems, Inc., a Delaware corporation, Scopus Technology, Inc., a
California corporation and certain shareholders of Scopus.*
6. Form of Affiliate Agreement dated March 1, 1998 by and among Siebel
Systems, Inc., a Delaware corporation, Scopus Technology, Inc., a
California corporation and certain stockholders of Siebel.*
- -----------------
* Previously filed.
14
