8-K

 
                       SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C.  20549

                                    FORM 8-K

                                 CURRENT REPORT


                       Pursuant to Section 13 or 15(d) of
                      The Securities Exchange Act of 1934



                               February 26, 1998
                 ---------------------------------------------
                Date of Report (Date of earliest event reported)


                             SIEBEL SYSTEMS, INC.
                 ---------------------------------------------
             (Exact name of registrant as specified in its charter)




         Delaware                        0-20725            94-3187233
- -------------------------------       ------------      -------------------
(State or other jurisdiction of       (Commission       (I.R.S. Employer
       incorporation)                 File Number)      Identification No.)
 



                            1855 South Grant Street
                              San Mateo, CA 94402
                 ---------------------------------------------
                    (Address of principal executive offices)


                                (650) 295-5000
                 ---------------------------------------------
              (Registrant's telephone number, including area code)

 

 
ITEM 5.  OTHER EVENTS


A.   SIEBEL SYSTEMS, INC. ANNOUNCES TWO-FOR-ONE STOCK SPLIT

     On February 26, 1998 Siebel Systems, Inc. ("Siebel" or the "Company"),
announced that its Board of Directors approved a two-for-one stock split. The
stock split will be effected as a 100% stock dividend. Stockholders of record
on March 9th, 1998 will be issued a certificate representing one additional
share of common stock for each share of common stock held on the record date.
The payment date for this stock dividend will be March 20th, 1998.

     As a result of the payment of the stock dividend, the number of shares of
Siebel Common Stock registered to be sold pursuant to each of the Company's
registration statements on Form S-3 (Nos. 333-36967 and 333-40259) shall, on and
after the payment date for the stock dividend, be twice the number of shares
indicated in such registration statements.

B.   SIEBEL SYSTEMS ANNOUNCES MERGER WITH SCOPUS TECHNOLOGY

     On March 2, 1998, the Company announced an agreement to merge with Scopus
Technology, Inc. in a transaction to be accounted for as a "pooling of 
interests" and intended to qualify as a tax-free reorganization. A press 
release relating to the proposed transaction is attached hereto as Exhibit 
99.1.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     (c)  Exhibits

     EX.-99.1    Press Release dated March 2, 1998.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                               SIEBEL SYSTEMS, INC.



Dated:    March 3, 1998        By: /s/ Howard H. Graham
                                  --------------------------------------------
                                   Howard H. Graham
                                   Senior Vice President, Finance and
                                   Administration and Chief Financial Officer

                                       5.

EX-99.1

                                                                    EXHIBIT 99.1

                SIEBEL SYSTEMS TO JOIN WITH SCOPUS TECHNOLOGY

     San Mateo, California March 2, 1998 - Siebel Systems, Inc. (NASDAQ:SEBL)
today announced an agreement to merge with Scopus Technology, Inc.
(NASDAQ:SCOP), creating the world's largest provider of sales, marketing, and
customer service information systems.

     The combined company will bring together Siebel Systems, the leader in
sales and marketing automation, with Scopus Technology, the leader in customer
service, field service, and call center solutions to enhance its market
leadership position in the Enterprise Relationship Management (ERM) marketplace.

     The combined company will be known as Siebel Systems, with headquarters in
San Mateo, California. Scopus Technology will operate as Siebel Systems'
customer service, field service, and call center business unit based in
Emeryville, California. Ori S. Sasson, currently President and CEO of Scopus
Technology, will become Senior Vice President and General Manager of the
customer service, field service, and call center business unit and will become
a member of the Siebel Systems' executive committee.

     The companies' products, including Siebel Systems' sales and marketing
automation applications and Scopus Technology's customer service, field
service, and call center applications will be integrated into a unified suite
of sales, marketing, and customer service systems. The company will develop a
common user interface across the entire suite of applications, as well as a
unified data model, architecture, and tool set. The integrated product suite
will continue to support integration with back office and ERP systems to
provide a complete, end-to-end enterprise information solution. Customers of
both companies will be assured of a clear migration path as the product lines
converge after the close of the merger. 

     Additional synergy results from the companies combining their ongoing
vertical market initiatives focused upon banking, telecommunications,
insurance, consumer goods, pharmaceutical, brokerage, health care, and
technology and manufacturing industries.

     The Scopus Technology organization will continue to focus its energies on
the customer service, field service and call center market opportunities with
responsibility for product marketing, marketing and engineering. Other business
functions including sales, finance, customer support and corporate marketing
will be integrated within the existing Siebel Systems organization.

     "We are combining the leader in sales and marketing automation with the
leader in customer service and call center solutions to provide customers the
unified Enterprise Relationship Management systems they are clearly telling us
they want," said Thomas M. Siebel, Chairman and CEO of Siebel Systems. "Our
technologies are entirely complementary, our cultures are well aligned, and
our ability to reach and support customers on a global basis is tremendously
enhanced. I'd characterize this as not only a win-win for current customers,
but an unprecedented opportunity for potential customers to finally have
access to the most robust single-source Enterprise Relationship Management
systems available."

     Siebel continued, "The Scopus Technology service and call center products
clearly lead the industry in providing enterprise class call center and field
service solutions.  These products are the hands-down winners."

     "Equally important is our dramatically increased presence within the
sales, marketing and customer service marketplace. With combined revenues of
$206.4 million for calendar year 1997, more than 900 employees, and over 500
customers worldwide, we are optimistic about continuing to gain market share
in this rapidly growing market segment. This merger provides the critical mass
that will allow us to seize this tremendous market opportunity," Siebel
concluded.

     "On virtually every basis - product strength, customer service, company
vision and quality of business operations - Siebel Systems is the unrivaled
leader in sales and marketing information systems," said Ori S. Sasson, Chairman
and CEO of Scopus Technology. "We can now dramatically expand the scope of
solutions and level of service that we provide our installed base."

     "From a customer perspective, this is a dream come true," said Dr. Eric
Schmidt, Chairman and CEO of Novell, a large customer of both Siebel Systems and
Scopus Technology.  "The benefits are clear: comprehensive functionality; clear
technology leadership; a totally integrated Enterprise Relationship Management
solution; and an unrivaled global support and service infrastructure."

     Under the terms of the agreement, each outstanding share of Scopus common
stock will be exchanged, at a fixed exchange ratio of .36405, for newly issued
shares of common stock of Siebel Systems. This will result in the issuance of
approximately 7.5 million additional Siebel shares, valued at about $460 million
based upon Siebel Systems' closing price of Friday, February 27, 1998. In
addition, all outstanding employee stock options of Scopus Technology will
convert into Siebel options at the same exchange ratio. The number of shares
issued and options assumed will be adjusted to reflect the 2 for 1 Siebel
Systems stock split announced February 26, 1998.

     The transaction will be accounted for as a pooling of interests, and will
qualify as a tax-free reorganization. The merger is subject to the approval of
shareholders of both companies, and appropriate government agencies. The
transaction is expected to close in the second quarter of 1998.

     Except for the historical information contained herein, this report
contains forward-looking statements that involve risks and uncertainties. The
success of the acquisition and future operating results of Siebel Systems and
Scopus Technology may differ from the results discussed or forecasted in the
forward-looking statements due to factors that include, but are not limited to,
risks associated with acquisition, such as the potential inability to satisfy
the closing conditions for the acquisition, potential difficulties in the
assimilation of operations, strategies, technologies and products of the
acquired company, the risk of loss of key personnel of the acquired company,
diversion of management attention from other business concerns, business risks
including the risk of variations in quarterly operating results due to the
timing of significant orders and other factors, significant current and expected
additional competition and the need to continue to expand product distribution.
Further information on potential factors that could affect the financial results
of Siebel Systems and Scopus Technology are included in Siebel Systems' Report
on Form 10-K for the year ended December 31, 1996 and Scopus Technology's Report
on Form 10-K for the year ended March 31, 1997, each of which are on file with
the Securities and Exchange Commission.

     About Siebel Systems

     Siebel Systems, Inc., (Nasdaq: SEBL) is the world's leading supplier of
enterprise-class sales, marketing, and customer service information systems for
organizations focused on increasing sales and service effectiveness in field
sales, service organizations, telesales, telemarketing, call centers, and third-
party resellers.  The company's Windows-based client/server software combines a
standards-based open architecture with new and emerging technologies to enable
exceptional scalability, configurability, functionality, and performance. Siebel
Systems' corporate alliances include Andersen Consulting, Compaq Computer
Corporation, and Microsoft.

     About Scopus Technology
 
     Scopus Technology, Inc. (Nasdaq:SCOP) is the world's leader in front office
software with more than 70,000 end users in a wide variety of industries. The
highly scalable and fully integrated Scopus Technology application suite drives
mission-critical customer service, support, sales and marketing activities -
focusing the entire enterprise on winning and keeping customers. Scopus
Technology customers include world-class organizations like Alcatel, America
Online, Bank of America, Bank of Indonesia, Boeing, Dell Computer, Fleet Bank,
Ford Motor Co., GTE, Hewlett-Packard, LA Cellular, NTT, Packard Bell, VISA and
Volvo. Founded in 1991, Scopus Technology is headquartered in Emeryville, 
California.