-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G6YExffibNrkqfp21790bnd9Ifh9ezJTpY2CVdw+2FcgTDGNk/T4457iK7i4bWjB W8bxvN2G4zbzeLlrFg+4Tw== 0001012870-98-001377.txt : 19980520 0001012870-98-001377.hdr.sgml : 19980520 ACCESSION NUMBER: 0001012870-98-001377 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980518 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980519 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIEBEL SYSTEMS INC CENTRAL INDEX KEY: 0001006835 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943187233 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20725 FILM NUMBER: 98627861 BUSINESS ADDRESS: STREET 1: 1885 SOUTH GRANT STREET CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 4152955000 MAIL ADDRESS: STREET 1: 1885 SOUTH GRANT STREET CITY: SAN MATEO STATE: CA ZIP: 94402 8-K 1 FORM 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 May 18, 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 (Commission (I.R.S. Employer jurisdiction File Number) Identification No.) of incorporation 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 CLOSES MERGER WITH SCOPUS TECHNOLOGY On May 18, 1998, the Company closed its merger with Scopus Technology, Inc. A press release relating to the 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 May 18, 1998. SIGNATURE 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. Date: May 18, 1998 By: /s/ Howard H. Graham ------------------------- Howard H. Graham Senior Vice President, Finance and Administration and Chief Financial Officer EX-99.1 2 PRESS RELEASE DATED 5/18/98 EXHIBIT 99.1 NEWS RELEASE CONTACT: SIEBEL SYSTEMS, INC. -------------------- HOWARD GRAHAM SENIOR VICE PRESIDENT FINANCE AND ADMINISTRATION & CFO (650) 295-5000 SIEBEL SYSTEMS COMPLETES MERGER WITH SCOPUS TECHNOLOGY SHAREHOLDERS APPROVE MERGER TO CREATE THE WORLD'S LARGEST ENTERPRISE RELATIONSHIP MANAGEMENT SOLUTIONS PROVIDER San Mateo, CA - May 18, 1998 - Siebel Systems, Inc. (Nasdaq:SEBL), and Scopus Technology (Nasdaq:SCOP) today announced they have closed the merger of Scopus and a subsidiary of Siebel following approval by Siebel and Scopus shareholders. This announcement follows an initial agreement to merge reached on March 2, 1998. Under the terms of the agreement, Siebel Systems issued approximately 15.1 million shares to the shareholders of Scopus, giving the transaction a value of $381.4 million based on Siebel's closing price of $25.25 on May 18, 1998. Siebel Systems also reserved approximately 2.6 million shares reflecting the assumption of Scopus employee stock options. The company's 1997 pro-forma combined revenue was $206.4 million. The merged organization, headquartered in San Mateo, CA, includes more than 1,000 employees and 500 customers worldwide. The former Scopus Technology organization has been fully integrated within Siebel Systems. -1- Siebel Systems Completes Merger With Scopus Technology - -------------------------------------------------------------------------------- Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements that involve risks and uncertainties, including the risk associated with the timely development and market acceptance of new products and upgrades to existing products, the impact of competitive products and pricing, and other risks detailed from time-to-time in the company's filings with the Securities and Exchange Commission (SEC). In particular, see the section titled "Risk Factors" in the company's registration statement on Form S-4 (no. 333-48055) filed with the SEC on March 17,1998 and the company's annual report on Form 10-K filed on March 17, 1998. ABOUT SIEBEL SYSTEMS Siebel Systems, Inc., (NASDAQ: SEBL) is the world's leading supplier of Enterprise Relationship Management systems for organizations focused on increasing sales, marketing, and customer 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, Microsoft, Inc. and Price Waterhouse. Additional Siebel Systems product and service information is located on the World Wide Web at www.siebel.com. - -------------- # # # Siebel and Scopus are trademarks of Siebel Systems, Inc. and may be registered in certain jurisdictions. All other product and company names mentioned are the property of their respective owners and are mentioned for identification purposes only. -2- -----END PRIVACY-ENHANCED MESSAGE-----