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
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Date of Report (Date of earliest event reported)
SIEBEL SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20725 94-3187233
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
1855 South Grant Street
San Mateo, CA 94402
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(Address of principal executive offices)
(650) 295-5000
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(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
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Howard H. Graham
Senior Vice President, Finance and
Administration and Chief Financial Officer
5.