As filed with the Securities and Exchange Commission on August 14, 1997
Registration No.333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
SCOPUS TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-3134998
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1900 POWELL ST., SUITE 700
EMERYVILLE, CALIFORNIA 94608
(510) 428-0500
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
1991 STOCK OPTION PLAN
(Full title of the plans)
---------------------------
MICHELE L. AXELSON
CHIEF FINANCIAL OFFICER
SCOPUS TECHNOLOGY, INC.
1900 POWELL ST., SUITE 700
EMERYVILLE, CALIFORNIA 94608
(510) 428-0500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------------
Copy to:
HOWARD S. ZEPRUN, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share(1) Price Fee
- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par value
- -----------------------------------------------------------------------------------------------------------------------------------
- - To be issued upon exercise of options issuable under
the Company's 1991 Stock Option Plan (the "1991 Plan") 1,500,000 27.813 41,719,500 $12,642.27
- -----------------------------------------------------------------------------------------------------------------------------------
Total 1,500,000 $27.813 $41,719,500 $12,642.27
===================================================================================================================================
(1) Estimated pursuant to Rule 457 of Regulation C solely for the purpose of
calculating the registration fee. The proposed maximum offering price per
share with respect to the 1,500,000 shares reserved for issuance under the
1991 Stock Option Plan has been estimated to be the average of the high and
low prices reported in the Nasdaq National Market on August 11, 1997
SCOPUS TECHNOLOGY, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission") by the Registrant:
a. The Company's Annual Report on Form 10-K for the fiscal year ended March
31, 1997 and the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997 filed with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
b. The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated September 29,
1995, filed pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description.
All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof, and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Counsel for the Company, Wilson Sonsini Goodrich & Rosati, P.C., 650 Page
Mill Road, Palo Alto, California 94304, has rendered an opinion to the effect
that the Common Stock offered hereby will, when issued in accordance with the
1991 Option Plan be legally and validly issued, fully paid and nonassessable.
Certain members of Wilson Sonsini Goodrich & Rosati, and investment partnerships
of which such persons are partners, beneficially owned 750 shares of the
Company's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act"). Article IV of the Registrant's Restated Articles of Incorporation and
Article VI of the Registrant's Bylaws provide for indemnification of its
directors, officers, employees and other agents to the maximum extent permitted
by the California Corporations Code. In addition, the Registrant has entered
into Indemnification Agreements with its officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
-2-
ITEM 8. INDEX TO EXHIBITS.
Exhibit
Number Description of Document
------- -----------------------
4.1 1991 Stock Option Plan, as amended, together with form of option
agreement
thereunder
5.1 Opinion of Counsel as to legality of securities being registered
23.1 Consent of Coopers & Lybrand L.L.P., Independent Accountants.
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Powers of Attorney (see page 4).
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Registrant's Certificate of
Incorporation, Bylaws, indemnification agreements or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
-3-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Emeryville, State of California, on August 14, 1997.
SCOPUS TECHNOLOGY, INC.
By: /s/ Michele L. Axelson
----------------------
Michele L. Axelson
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Ori Sasson and Michele L. Axelson,
jointly and severally, his attorneys-in-fact, each with full power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-
fact, or his substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
- --------------------------- ----------------------------- ---------------
Director, Chairman and Chief August 14, 1997
/s/ Ori Sasson Executive Officer (Principal
- --------------------------- Executive Officer)
Ori Sasson
/s/ Michele L. Axelson Chief Financial Officer August 14, 1997
- ---------------------------- (Principal
Michele L. Axelson Financial and Accounting Officer)
/s/ J. Michael Cline Director August 14, 1997
- ----------------------------
J. Michael Cline
/s/ Ronald Abelmann Director August 14, 1997
- ----------------------------
Ronald Abelmann
/s/ Christopher R. Gibbons Director August 14, 1997
- ----------------------------
Christopher R. Gibbons
/s/ Max Hopper Director August 14, 1997
- ----------------------------
Max Hopper
-4-