content: <PAGE>
   
                         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
  
  
                                   March 1, 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     (Commission           (I.R.S. Employer  
        of 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)
  
  <PAGE>
   
  ITEM 5. OTHER EVENTS
  
       Pursuant to an Agreement and Plan of Merger and Reorganization dated March
  1, 1998 (the "Reorganization Agreement") among Siebel Systems, Inc., a Delaware 
  corporation ("Siebel"), Syracuse Acquisition Sub, Inc., a California corporation
  and wholly-owned subsidiary of Siebel ("Merger Sub"), and Scopus Technology,
  Inc., a California corporation ("Scopus"), and subject to the conditions set
  forth therein (including approval by the stockholders of Siebel and Scopus),
  Merger Sub will be merged with and into Scopus (the "Merger"), with each share
  of common stock, par value $.001 per share, of Scopus ("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. 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 Reorganization Agreement,
  Siebel and Scopus will mutually agree as to the treatment of Scopus' Employee
  Stock Purchase Plan.
  
       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.
  
       Representations, Warranties, Covenants and Closing Conditions.  The
       -------------------------------------------------------------      
  Reorganization 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 Reorganization Agreement
  also contains covenants regarding the activities of Scopus and Siebel prior to
  the earlier of the Effective Time and the termination of the Reorganization
  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.
  
       Termination of the Merger Agreement.  The Reorganization 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 Reorganization 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 Reorganization Agreement and approval of the Merger by the Scopus
  shareholders) a "Triggering Event" (as defined in the Reorganization Agreement)
  shall have occurred (provided that Scopus shall not have the right to terminate
  on this basis until May 30, 1988); (vi) by Siebel or Scopus if (at any time
  prior to the adoption and approval of the Reorganization Agreement and approval
  of the Merger by the Scopus shareholders) a "Termination Event" (as defined in
  the Reorganization Agreement) shall have occurred (provided that Scopus shall
  not have the right to terminate on this basis until May 30, 1988); (vii) subject
  to certain limitations, by Siebel or Scopus if the Siebel Special Meeting shall
  have been 
  
                                         2
  <PAGE>
   
  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 Reorganization Agreement shall be
  or become materially inaccurate or if any of Scopus' covenants in the
  Reorganization 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 Reorganization Agreement shall be or
  become materially inaccurate or if any of Siebel's covenants in the
  Reorganization Agreement shall have been breached and not cured within the
  period required by the Merger Agreement.
  
       Voting Agreements.  As an inducement to Siebel to enter into the
       -----------------                                               
  Reorganization Agreement, each of Ori S. Sasson, A. Aaron Omid, GAP Coinvestment
  Partners, L.P., General Atlantic Partners V, L.P., General Atlantic Partners 13,
  L.P. and General Atlantic Partners 17, L.P. (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 number of shares of Scopus Common Stock
  beneficially owned by each of the Scopus Voting Agreement Shareholders is set
  forth on Schedule I to this Current Report on Form 8-K ("Form 8-K"). The Scopus
  Voting Agreement Shareholders, who beneficially own an aggregate of 5,257,000
  outstanding shares of Scopus Common Stock (representing approximately 25.36% of
  the shares of Scopus Common Stock as of December 31, 1997) 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
  Reorganization Agreement; and (iii) each of the other actions contemplated by
  the Reorganization 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 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. Siebel did not pay any additional consideration to any Scopus Voting 
  Agreement Shareholders in connection with the execution and delivery of the 
  Scopus Voting Agreements.
  
       As an inducement to Scopus to enter into the Reorganization 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 number of shares of Siebel Common
  Stock beneficially owned by each of the Siebel Voting Agreement Stockholders as
  of February 4, 1998 is set forth on Schedule II to this Form 8-K. 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 (i) of 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
  Reorganization 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. Scopus did not pay any additional consideration to any Siebel Voting
  Agreement Stockholders in connection with the execution and delivery of the 
  Siebel Voting Agreements.
  
                                         3
  
  <PAGE>
   
  
       Affiliate Agreements.  In connection with the Reorganization Agreement,
       --------------------                                                   
  Scopus has covenanted to deliver to Siebel agreements ("Scopus Affiliate
  Agreements") executed by each of the Scopus Voting Agreement Stockholders (each
  a "Scopus Affiliate") whereby each Scopus Affiliate agrees not to effect any
  sale, transfer or other disposition of the 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 of 1933, as amended (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 opinion 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 and
  Exchange Commission (the "Commission") shall have rendered written advice to
  such Scopus Affiliate to the effect that the Commission would take no action, or
  that the staff of the Commission would not recommend that the Commission take
  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.
  
       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 Reorganization 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 or 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.
  
       Also in connection with the Reorganization Agreement, Siebel has covenanted
  to deliver to Scopus agreements ("Siebel Affiliate Agreements") executed by each
  of the Siebel Voting Agreement Stockholders (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 Reorganization 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.
  
                                         4
  <PAGE>
  
       Stock Option Agreement.  Also as an inducement to Siebel to enter into the
       ----------------------                                                    
  Reorganization Agreement, Siebel and Scopus entered into a Stock Option
  Agreement dated March 1, 1998 (the "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 "Option Shares") 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 Reorganization
  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 Reorganization Agreement in accordance with its terms prior to the
  occurrence of a Triggering Event.  In addition,  if (i) the special meeting of
  Scopus shareholders to consider, approve and adopt the Merger and the
  Reorganization Agreement (the "Scopus Special Meeting") shall have been held and
  the Merger and the Reorganization Agreement shall not have been adopted and
  approved by the necessary vote of the Scopus shareholders, (ii) following the
  date of the Reorganization Agreement and prior to the Scopus Special Meeting, an
  "Acquisition Proposal" (as defined in the Reorganization Agreement) shall have
  been publicly announced, and (iii) on or prior to the first anniversary of the
  termination of the Reorganization Agreement, Siebel shall have entered into a
  definitive agreement providing for a "Company Acquisition" (as defined in the
  Reorganization Agreement"), then the Option 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 Option Agreement) from such transaction
  exceeds the "Aggregate Cost Amount" (as defined in the Option Agreement) of the
  Option or the Scopus Common Stock so transferred, as applicable (and 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.
  
                                        5 
  
  <PAGE>
  
  ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
          (c) Exhibits
  
  <TABLE>
  <CAPTION>
  
  ------------------------------------------------------------------------------------------------------------------------------------
  
      EXHIBIT NO.                                             DESCRIPTION
  ------------------------------------------------------------------------------------------------------------------------------------
  
  <S>                   <C> 
   
         99.1           Agreement and Plan of Merger and Reorganization dated as of March 1, 1998, by and among
                        Siebel Systems, Inc., a Delaware corporation, Syracuse Acquisition Sub, Inc., a
                        California corporation, and Scopus Technology, Inc., a California corporation.
  ------------------------------------------------------------------------------------------------------------------------------------
  
         99.2           Form of Voting Agreement dated as of March 1, 1998, a substantially similar version of
                        which has been executed by and between Siebel Systems, Inc., a Delaware corporation,
                        and each of Ori S. Sasson, LLC and A. Aaron Omid, GAP Coinvestment Partners, L.P.,
                        General Atlantic Partners V, L.P., General Atlantic Partners 13, L.P. and General
                        Atlantic Partners 17, L.P.
  ------------------------------------------------------------------------------------------------------------------------------------
  
         99.3           Form of Voting Agreement dated as of March 1, 1998, a substantially similar version of
                        which has been executed by and between Siebel Systems, Inc., a Delaware corporation,
                        and each of Thomas M. Siebel, Thomas M. Siebel as Trustee under the Siebel Living Trust
                        u/a/d 7/29/93, The Thomas and Stacey Siebel Foundation and First Virtual Capital, Inc.
  ------------------------------------------------------------------------------------------------------------------------------------
  
         99.4           Form of Company Affiliate Agreement dated as of March 1, 1998, a substantially similar
                        version of which is to be executed by and between Siebel Systems, Inc., a Delaware
                        corporation, and each of Ori Sasson, A. Aaron Omid, GAP Coinvestment Partners, L.P.,
                        General Atlantic Partners V, L.P., General Atlantic Partners 13, L.P. and General
                        Atlantic Partners 17, L.P.
  ------------------------------------------------------------------------------------------------------------------------------------
  
         99.5           Form of Company Affiliate Agreement dated as of March 1, 1998, a substantially similar
                        version of which is to be executed by and between Scopus Technology, Inc., a California
                        corporation, and each of Thomas M. Siebel and Thomas M. Siebel as Trustee of the Siebel
                        Living Trust u/a/d July 21, 1993.
  ------------------------------------------------------------------------------------------------------------------------------------
  
         99.6           Stock Option Agreement dated as of March 1, 1998, by and between Siebel Systems, Inc.,
                        a Delaware corporation, and Scopus Technology, Inc., a California corporation.
  ------------------------------------------------------------------------------------------------------------------------------------
  
  </TABLE>
  
                                         6
  
  <PAGE>
   
                                    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 16, 1998           By: /s/ Howard H. Graham
                                     ------------------------------
                                     Howard H. Graham
                                     Senior Vice President, Finance and
                                     Administration and Chief Financial Officer
  
                                         7
  <PAGE>
   
                                     FORM 8-K
  
                                    SCHEDULE I
  
  <TABLE>
  <CAPTION>
  
  ------------------------------------------------------------------------------------------------------------------------------------
  
                                             NUMBER OF SHARES OF SCOPUS                        PERCENTAGE OF OUTSTANDING 
  SCOPUS VOTING AGREEMENT                   COMMON STOCK BENEFICIALLY OWNED                       SHARES OF SCOPUS COMMON 
      SHAREHOLDER                               AS OF DECEMBER 31, 1997                        STOCK AS OF DECEMBER 31, 1997
  ------------------------------------------------------------------------------------------------------------------------------------
  
  <S>                                       <C>                                                <C>
  Ori S. Sasson                                       1,803,752                                     8.70%
  ------------------------------------------------------------------------------------------------------------------------------------
  
  GAP Coinvestment Partners, L.P.                       267,154(1)                                  1.30%
  ------------------------------------------------------------------------------------------------------------------------------------
  
  General Atlantic Partners V, L.P.                   1,382,400(2)                                  6.73%
  ------------------------------------------------------------------------------------------------------------------------------------
  
  General Atlantic Partners 13, L.P.                  1,291,069                                     6.28%
  ------------------------------------------------------------------------------------------------------------------------------------
  
  General Atlantic Partners 17, L.P.                    271,875(3)                                  1.32%
  ------------------------------------------------------------------------------------------------------------------------------------
  
  A. Aaron Omid                                       1,170,750                                     5.70%
  -----------------------------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  Ori S. Sasson and A. Aaron Omid are employed at Scopus Technology, Inc., 1900
  Powell Street, Suite 700, Emeryville, CA  94608.  The address of each of GAP 
  Coinvestment Partners, L.P., General Atlantic Partners V, L.P., General Atlantic
  Partners 13, L.P. and General Atlantic Partners 17, L.P. is 3 Pickwick Plaza,
  Greenwich, CT 06830.
  
  
  1.  Includes 145,725 shares transferable to GAP Coinvestment Partners, L.P. upon
      exercise of options to purchase outstanding common stock.
  
  2.  All shares transferable to General Atlantic Partners V, L.P. upon exercise 
      of options to purchase outstanding common stock.
  
  3.  All shares transferable to General Atlantic Partners 17, L.P. upon exercise 
      of options to purchase outstanding common stock.
  
                                         8
  <PAGE>
   
                                     FORM 8-K
  
                                    SCHEDULE II
  
  <TABLE>
  <CAPTION>
   
  ------------------------------------------------------------------------------------------------------------------------------------
  
                                              NUMBER OF SHARES OF SIEBEL                    PERCENTAGE OF OUTSTANDING 
  SIEBEL VOTING AGREEMENT                   COMMON STOCK BENEFICIALLY OWNED                  SHARES OF SIEBEL COMMON 
        STOCKHOLDER                             AS OF FEBRUARY 4, 1998                     STOCK AS OF FEBRUARY 4, 1998
  ------------------------------------------------------------------------------------------------------------------------------------
  
  <S>                                       <C>                                            <C>
  Thomas M. Siebel                                    900,000                                        2.47%
  Siebel Systems, Inc.
  1855 South Grant Street
  San Mateo, California 94402
  ------------------------------------------------------------------------------------------------------------------------------------
  
  Thomas M. Siebel as Trustee under                 7,363,562                                       20.73%
   the Siebel Living Trust u/a/d
   7/29/93
  c/o Siebel Systems, Inc.
  1855 South Grant Street
  San Mateo, California 94402
  ------------------------------------------------------------------------------------------------------------------------------------
  
  Siebel Asset Management, L.P. c/o                   293,738                                        0.83%
   Siebel Systems, Inc.
  1855 South Grant Street
  San Mateo, California 94402
  ------------------------------------------------------------------------------------------------------------------------------------
  
  The Thomas and Stacey Siebel                         80,000                                        0.23%
   Foundation
  c/o Siebel Systems, Inc.
  1855 South Grant Street
  San Mateo, California 94402
  ------------------------------------------------------------------------------------------------------------------------------------
  
  First Virtual Capital, Inc.                         950,000                                        2.67%
  264 Village Dr., Suite 102
  Incline Village, NV 89451
  ------------------------------------------------------------------------------------------------------------------------------------
  
  </TABLE>
  
                                         9
  <PAGE>
   
                                     FORM 8-K
  
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
  
  ---------------------------------------------------------------------------------------------------------
                                                                                                           
     EXHIBIT NO.                                         DESCRIPTION                                       
  ---------------------------------------------------------------------------------------------------------
                                                                                                           
  <S>                  <C>                                                                                 
         99.1          Agreement and Plan of Merger and Reorganization dated as of March 1, 1998,          
                       by and among Siebel Systems, Inc., a Delaware corporation, Syracuse                 
                       Acquisition Sub, Inc., a California corporation, and Scopus Technology,             
                       Inc., a California corporation.                                                     
  ---------------------------------------------------------------------------------------------------------
                                                                                                           
         99.2          Form of Voting Agreement dated as of March 1, 1998, , a substantially               
                       similar version of which has been executed by and between Siebel Systems,           
                       Inc., a Delaware corporation, and each of Ori S. Sasson, A. Aaron Omid,             
                       GAP Coinvestment Partners, L.P., General Atlantic Partners V, L.P., General         
                       Atlantic Partners 13, L.P., and General Atlantic Partners 17, L.P.                  
  ---------------------------------------------------------------------------------------------------------
                                                                                                           
         99.3          Form of Voting Agreement dated as of March 1, 1998, , a substantially               
                       similar version of which has been executed by and between Siebel Systems,           
                       Inc., a Delaware corporation, and each of Thomas M. Siebel, Thomas M. Siebel        
                       as Trustee under the Siebel Living Trust u/a/d 7/29/93, The Thomas and              
                       Stacey Siebel Foundation and First Virtual Capital, Inc.                            
  ---------------------------------------------------------------------------------------------------------
                                                                                                           
         99.4          Form of Affiliate Agreement dated as of March 1, 1998, a substantially              
                       similar version of which is to be executed by and between Siebel Systems,           
                       Inc., a Delaware corporation, and each of Ori Sasson, A. Aaron Omid, GAP            
                       Coinvestment Partners, L.P., General Atlantic Partners V, L.P., General Atlantic    
                       Partners 13, L.P., General Atlantic Partners 17, L.P.                               
  ---------------------------------------------------------------------------------------------------------
                                                                                                           
         99.5          Form of Affiliate Agreement dated as of March 1, 1998, , a substantially            
                       similar version of which is to be executed by and between Scopus Technology,        
                       Inc., a California corporation, and each of Thomas M. Siebel and Thomas M.          
                       Siebel as Trustee of the Siebel Living Trust u/a/d July 21, 1993.                   
  ---------------------------------------------------------------------------------------------------------
                                                                                                           
         99.6          Stock Option Agreement dated as of March 1, 1998, by and between Siebel             
                       Systems, Inc., a Delaware corporation, and Scopus Technology, Inc., a               
                       California corporation.                                                             
  ---------------------------------------------------------------------------------------------------------
  
  </TABLE>
  
                                         10
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text: 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
  
                                   March 1, 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     (Commission           (I.R.S. Employer  
        of 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
  
       Pursuant to an Agreement and Plan of Merger and Reorganization dated March
  1, 1998 (the "Reorganization Agreement") among Siebel Systems, Inc., a Delaware 
  corporation ("Siebel"), Syracuse Acquisition Sub, Inc., a California corporation
  and wholly-owned subsidiary of Siebel ("Merger Sub"), and Scopus Technology,
  Inc., a California corporation ("Scopus"), and subject to the conditions set
  forth therein (including approval by the stockholders of Siebel and Scopus),
  Merger Sub will be merged with and into Scopus (the "Merger"), with each share
  of common stock, par value $.001 per share, of Scopus ("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. 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 Reorganization Agreement,
  Siebel and Scopus will mutually agree as to the treatment of Scopus' Employee
  Stock Purchase Plan.
  
       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.
  
       Representations, Warranties, Covenants and Closing Conditions.  The
       -------------------------------------------------------------      
  Reorganization 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 Reorganization Agreement
  also contains covenants regarding the activities of Scopus and Siebel prior to
  the earlier of the Effective Time and the termination of the Reorganization
  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.
  
       Termination of the Merger Agreement.  The Reorganization 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 Reorganization 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 Reorganization Agreement and approval of the Merger by the Scopus
  shareholders) a "Triggering Event" (as defined in the Reorganization Agreement)
  shall have occurred (provided that Scopus shall not have the right to terminate
  on this basis until May 30, 1988); (vi) by Siebel or Scopus if (at any time
  prior to the adoption and approval of the Reorganization Agreement and approval
  of the Merger by the Scopus shareholders) a "Termination Event" (as defined in
  the Reorganization Agreement) shall have occurred (provided that Scopus shall
  not have the right to terminate on this basis until May 30, 1988); (vii) subject
  to certain limitations, by Siebel or Scopus if the Siebel Special Meeting shall
  have been 
  
                                         2
  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 Reorganization Agreement shall be
  or become materially inaccurate or if any of Scopus' covenants in the
  Reorganization 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 Reorganization Agreement shall be or
  become materially inaccurate or if any of Siebel's covenants in the
  Reorganization Agreement shall have been breached and not cured within the
  period required by the Merger Agreement.
  
       Voting Agreements.  As an inducement to Siebel to enter into the
       -----------------                                               
  Reorganization Agreement, each of Ori S. Sasson, A. Aaron Omid, GAP Coinvestment
  Partners, L.P., General Atlantic Partners V, L.P., General Atlantic Partners 13,
  L.P. and General Atlantic Partners 17, L.P. (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 number of shares of Scopus Common Stock
  beneficially owned by each of the Scopus Voting Agreement Shareholders is set
  forth on Schedule I to this Current Report on Form 8-K ("Form 8-K"). The Scopus
  Voting Agreement Shareholders, who beneficially own an aggregate of 5,257,000
  outstanding shares of Scopus Common Stock (representing approximately 25.36% of
  the shares of Scopus Common Stock as of December 31, 1997) 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
  Reorganization Agreement; and (iii) each of the other actions contemplated by
  the Reorganization 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 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. Siebel did not pay any additional consideration to any Scopus Voting 
  Agreement Shareholders in connection with the execution and delivery of the 
  Scopus Voting Agreements.
  
       As an inducement to Scopus to enter into the Reorganization 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 number of shares of Siebel Common
  Stock beneficially owned by each of the Siebel Voting Agreement Stockholders as
  of February 4, 1998 is set forth on Schedule II to this Form 8-K. 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 (i) of 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
  Reorganization 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. Scopus did not pay any additional consideration to any Siebel Voting
  Agreement Stockholders in connection with the execution and delivery of the 
  Siebel Voting Agreements.
  
                                         3
  Affiliate Agreements.  In connection with the Reorganization Agreement,
       --------------------                                                   
  Scopus has covenanted to deliver to Siebel agreements ("Scopus Affiliate
  Agreements") executed by each of the Scopus Voting Agreement Stockholders (each
  a "Scopus Affiliate") whereby each Scopus Affiliate agrees not to effect any
  sale, transfer or other disposition of the 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 of 1933, as amended (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 opinion 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 and
  Exchange Commission (the "Commission") shall have rendered written advice to
  such Scopus Affiliate to the effect that the Commission would take no action, or
  that the staff of the Commission would not recommend that the Commission take
  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.
  
       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 Reorganization 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 or 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.
  
       Also in connection with the Reorganization Agreement, Siebel has covenanted
  to deliver to Scopus agreements ("Siebel Affiliate Agreements") executed by each
  of the Siebel Voting Agreement Stockholders (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 Reorganization 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.
  
                                         4
  Stock Option Agreement.  Also as an inducement to Siebel to enter into the
       ----------------------                                                    
  Reorganization Agreement, Siebel and Scopus entered into a Stock Option
  Agreement dated March 1, 1998 (the "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 "Option Shares") 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 Reorganization
  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 Reorganization Agreement in accordance with its terms prior to the
  occurrence of a Triggering Event.  In addition,  if (i) the special meeting of
  Scopus shareholders to consider, approve and adopt the Merger and the
  Reorganization Agreement (the "Scopus Special Meeting") shall have been held and
  the Merger and the Reorganization Agreement shall not have been adopted and
  approved by the necessary vote of the Scopus shareholders, (ii) following the
  date of the Reorganization Agreement and prior to the Scopus Special Meeting, an
  "Acquisition Proposal" (as defined in the Reorganization Agreement) shall have
  been publicly announced, and (iii) on or prior to the first anniversary of the
  termination of the Reorganization Agreement, Siebel shall have entered into a
  definitive agreement providing for a "Company Acquisition" (as defined in the
  Reorganization Agreement"), then the Option 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 Option Agreement) from such transaction
  exceeds the "Aggregate Cost Amount" (as defined in the Option Agreement) of the
  Option or the Scopus Common Stock so transferred, as applicable (and 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.
  
                                        5
  ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
          (c) Exhibits
  ------------------------------------------------------------------------------------------------------------------------------------
  
      EXHIBIT NO.                                             DESCRIPTION
  ------------------------------------------------------------------------------------------------------------------------------------
  99.1           Agreement and Plan of Merger and Reorganization dated as of March 1, 1998, by and among
                        Siebel Systems, Inc., a Delaware corporation, Syracuse Acquisition Sub, Inc., a
                        California corporation, and Scopus Technology, Inc., a California corporation.
  ------------------------------------------------------------------------------------------------------------------------------------
  
         99.2           Form of Voting Agreement dated as of March 1, 1998, a substantially similar version of
                        which has been executed by and between Siebel Systems, Inc., a Delaware corporation,
                        and each of Ori S. Sasson, LLC and A. Aaron Omid, GAP Coinvestment Partners, L.P.,
                        General Atlantic Partners V, L.P., General Atlantic Partners 13, L.P. and General
                        Atlantic Partners 17, L.P.
  ------------------------------------------------------------------------------------------------------------------------------------
  
         99.3           Form of Voting Agreement dated as of March 1, 1998, a substantially similar version of
                        which has been executed by and between Siebel Systems, Inc., a Delaware corporation,
                        and each of Thomas M. Siebel, Thomas M. Siebel as Trustee under the Siebel Living Trust
                        u/a/d 7/29/93, The Thomas and Stacey Siebel Foundation and First Virtual Capital, Inc.
  ------------------------------------------------------------------------------------------------------------------------------------
  
         99.4           Form of Company Affiliate Agreement dated as of March 1, 1998, a substantially similar
                        version of which is to be executed by and between Siebel Systems, Inc., a Delaware
                        corporation, and each of Ori Sasson, A. Aaron Omid, GAP Coinvestment Partners, L.P.,
                        General Atlantic Partners V, L.P., General Atlantic Partners 13, L.P. and General
                        Atlantic Partners 17, L.P.
  ------------------------------------------------------------------------------------------------------------------------------------
  
         99.5           Form of Company Affiliate Agreement dated as of March 1, 1998, a substantially similar
                        version of which is to be executed by and between Scopus Technology, Inc., a California
                        corporation, and each of Thomas M. Siebel and Thomas M. Siebel as Trustee of the Siebel
                        Living Trust u/a/d July 21, 1993.
  ------------------------------------------------------------------------------------------------------------------------------------
  
         99.6           Stock Option Agreement dated as of March 1, 1998, by and between Siebel Systems, Inc.,
                        a Delaware corporation, and Scopus Technology, Inc., a California corporation.
  ------------------------------------------------------------------------------------------------------------------------------------
  6
  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 16, 1998           By: /s/ Howard H. Graham
                                     ------------------------------
                                     Howard H. Graham
                                     Senior Vice President, Finance and
                                     Administration and Chief Financial Officer
  
                                         7
  FORM 8-K
  
                                    SCHEDULE I
  ------------------------------------------------------------------------------------------------------------------------------------
  
                                             NUMBER OF SHARES OF SCOPUS                        PERCENTAGE OF OUTSTANDING 
  SCOPUS VOTING AGREEMENT                   COMMON STOCK BENEFICIALLY OWNED                       SHARES OF SCOPUS COMMON 
      SHAREHOLDER                               AS OF DECEMBER 31, 1997                        STOCK AS OF DECEMBER 31, 1997
  ------------------------------------------------------------------------------------------------------------------------------------
  Ori S. Sasson                                       1,803,752                                     8.70%
  ------------------------------------------------------------------------------------------------------------------------------------
  
  GAP Coinvestment Partners, L.P.                       267,154(1)                                  1.30%
  ------------------------------------------------------------------------------------------------------------------------------------
  
  General Atlantic Partners V, L.P.                   1,382,400(2)                                  6.73%
  ------------------------------------------------------------------------------------------------------------------------------------
  
  General Atlantic Partners 13, L.P.                  1,291,069                                     6.28%
  ------------------------------------------------------------------------------------------------------------------------------------
  
  General Atlantic Partners 17, L.P.                    271,875(3)                                  1.32%
  ------------------------------------------------------------------------------------------------------------------------------------
  
  A. Aaron Omid                                       1,170,750                                     5.70%
  -----------------------------------------------------------------------------------------------------------------------------------
  Ori S. Sasson and A. Aaron Omid are employed at Scopus Technology, Inc., 1900
  Powell Street, Suite 700, Emeryville, CA  94608.  The address of each of GAP 
  Coinvestment Partners, L.P., General Atlantic Partners V, L.P., General Atlantic
  Partners 13, L.P. and General Atlantic Partners 17, L.P. is 3 Pickwick Plaza,
  Greenwich, CT 06830.
  
  1.  Includes 145,725 shares transferable to GAP Coinvestment Partners, L.P. upon
      exercise of options to purchase outstanding common stock.
  
  2.  All shares transferable to General Atlantic Partners V, L.P. upon exercise 
      of options to purchase outstanding common stock.
  
  3.  All shares transferable to General Atlantic Partners 17, L.P. upon exercise 
      of options to purchase outstanding common stock.
  
                                         8
  FORM 8-K
  
                                    SCHEDULE II
  ------------------------------------------------------------------------------------------------------------------------------------
  
                                              NUMBER OF SHARES OF SIEBEL                    PERCENTAGE OF OUTSTANDING 
  SIEBEL VOTING AGREEMENT                   COMMON STOCK BENEFICIALLY OWNED                  SHARES OF SIEBEL COMMON 
        STOCKHOLDER                             AS OF FEBRUARY 4, 1998                     STOCK AS OF FEBRUARY 4, 1998
  ------------------------------------------------------------------------------------------------------------------------------------
  Thomas M. Siebel                                    900,000                                        2.47%
  Siebel Systems, Inc.
  1855 South Grant Street
  San Mateo, California 94402
  ------------------------------------------------------------------------------------------------------------------------------------
  
  Thomas M. Siebel as Trustee under                 7,363,562                                       20.73%
   the Siebel Living Trust u/a/d
   7/29/93
  c/o Siebel Systems, Inc.
  1855 South Grant Street
  San Mateo, California 94402
  ------------------------------------------------------------------------------------------------------------------------------------
  
  Siebel Asset Management, L.P. c/o                   293,738                                        0.83%
   Siebel Systems, Inc.
  1855 South Grant Street
  San Mateo, California 94402
  ------------------------------------------------------------------------------------------------------------------------------------
  
  The Thomas and Stacey Siebel                         80,000                                        0.23%
   Foundation
  c/o Siebel Systems, Inc.
  1855 South Grant Street
  San Mateo, California 94402
  ------------------------------------------------------------------------------------------------------------------------------------
  
  First Virtual Capital, Inc.                         950,000                                        2.67%
  264 Village Dr., Suite 102
  Incline Village, NV 89451
  ------------------------------------------------------------------------------------------------------------------------------------
  9
  FORM 8-K
  
                                   EXHIBIT INDEX
  ---------------------------------------------------------------------------------------------------------
                                                                                                           
     EXHIBIT NO.                                         DESCRIPTION                                       
  ---------------------------------------------------------------------------------------------------------
  99.1          Agreement and Plan of Merger and Reorganization dated as of March 1, 1998,          
                       by and among Siebel Systems, Inc., a Delaware corporation, Syracuse                 
                       Acquisition Sub, Inc., a California corporation, and Scopus Technology,             
                       Inc., a California corporation.                                                     
  ---------------------------------------------------------------------------------------------------------
                                                                                                           
         99.2          Form of Voting Agreement dated as of March 1, 1998, , a substantially               
                       similar version of which has been executed by and between Siebel Systems,           
                       Inc., a Delaware corporation, and each of Ori S. Sasson, A. Aaron Omid,             
                       GAP Coinvestment Partners, L.P., General Atlantic Partners V, L.P., General         
                       Atlantic Partners 13, L.P., and General Atlantic Partners 17, L.P.                  
  ---------------------------------------------------------------------------------------------------------
                                                                                                           
         99.3          Form of Voting Agreement dated as of March 1, 1998, , a substantially               
                       similar version of which has been executed by and between Siebel Systems,           
                       Inc., a Delaware corporation, and each of Thomas M. Siebel, Thomas M. Siebel        
                       as Trustee under the Siebel Living Trust u/a/d 7/29/93, The Thomas and              
                       Stacey Siebel Foundation and First Virtual Capital, Inc.                            
  ---------------------------------------------------------------------------------------------------------
                                                                                                           
         99.4          Form of Affiliate Agreement dated as of March 1, 1998, a substantially              
                       similar version of which is to be executed by and between Siebel Systems,           
                       Inc., a Delaware corporation, and each of Ori Sasson, A. Aaron Omid, GAP            
                       Coinvestment Partners, L.P., General Atlantic Partners V, L.P., General Atlantic    
                       Partners 13, L.P., General Atlantic Partners 17, L.P.                               
  ---------------------------------------------------------------------------------------------------------
                                                                                                           
         99.5          Form of Affiliate Agreement dated as of March 1, 1998, , a substantially            
                       similar version of which is to be executed by and between Scopus Technology,        
                       Inc., a California corporation, and each of Thomas M. Siebel and Thomas M.          
                       Siebel as Trustee of the Siebel Living Trust u/a/d July 21, 1993.                   
  ---------------------------------------------------------------------------------------------------------
                                                                                                           
         99.6          Stock Option Agreement dated as of March 1, 1998, by and between Siebel             
                       Systems, Inc., a Delaware corporation, and Scopus Technology, Inc., a               
                       California corporation.                                                             
  ---------------------------------------------------------------------------------------------------------
  10