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<font size="3"><B><p align="center">UNITED STATES</br>
SECURITIES AND EXCHANGE COMMISSION</br>
Washington, D.C. 20549</font></p></B>

<br>
<HR WIDTH="25%">
<p align="center"><font size="5"><strong>FORM 8-K</strong></font></p>
<HR WIDTH="25%">
<br>

<font size="3"><B><p align="center">
CURRENT REPORT
</font></p></B>

<font size="3"><B><p align="center">
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
</font></p></B>
<font size="3"><B><p align="center">
<U>   April 20, 2004</U>
</font></p></B>

<font size="2"><p align="center">
             Date of Report (Date of earliest event reported)
</font></p>

<font size="5" color="#0000FF"><B><p align="center">
                 <u> SIEBEL SYSTEMS, INC.</u>
</B></font></br>
<font size="2">
             (Exact name of Registrant as Specified in Charter)
</font></p>

<P>&nbsp;
<TABLE COLS=3 WIDTH="100%" >
<TR>
<TD>
<font size="3"><B>
<CENTER><u>Delaware</u></CENTER>
</font></B>
</TD>
<TD>
<font size="3"><B>
<CENTER><u>0-20725</u></CENTER>
</font></B>
</TD>
<TD>
<font size="3"><B>
<CENTER><u>94-3187233</u></CENTER>
</font></B>
</TD>
</TR>
<TR>
<TD>
<font size="2">
<CENTER>&nbsp; (State or other jurisdiction of incorporation)&nbsp;</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(Commission File Number)</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(IRS Employer Identification No.)</CENTER>
</font>
</TD>
</TR>
</TABLE>
<BR>


<font size="3"><B><p align="center">
                            2207 Bridgepointe Parkway<br>
                            <u>San Mateo, CA &nbsp; 94404
</U></font></B><br>

<font size="2">
                   (Address of Principal Executive Offices, including Zip Code)
</font></p>

<font size="3"><B><U><p align="center">
                                 (650) 477-5000
</U></font></B><br>

<font size="2">
             (Registrant's telephone number, including area code)
</font></p>

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<B><P ALIGN="JUSTIFY">Item 2. Acquisition or Disposition of Assets.</P>
</B><P ALIGN="JUSTIFY">&#9;This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements are subject to risks and uncertainties
that could cause results to be materially different than expectations. Such
risks and uncertainties include, but are not limited to, those related to the
ability of Siebel Systems, Inc., a Delaware corporation, and its consolidated
subsidiaries ("Siebel Systems"), to achieve the anticipated benefits of the
acquisition (the "Acquisition") of Eontec Limited, an Irish company limited by
shares ("Eontec"), pursuant to the Share Purchase Agreement dated as of April
20, 2004, by and among Siebel Systems' indirect wholly owned subsidiary, Siebel
Systems Ireland Holdings Limited, Eontec, the Selling Shareholders (as defined
therein) and Bernard Horn, as Shareholders' Agent (the "Purchase Agreement").
Investors are advised to read Siebel Systems' Annual Report on Form 10-K for the
period ended December&nbsp;31,&nbsp;2003 filed with the Securities and Exchange
Commission on March 12, 2004, for a discussion of certain risks and
uncertainties relating to Siebel Systems.</P>
<P ALIGN="JUSTIFY">&#9;On April 20, 2004, pursuant to the terms of the Purchase
Agreement, Siebel Systems, through Siebel Systems Ireland Holdings Limited,
acquired Eontec and Eontec became a wholly owned subsidiary of Siebel Systems
Ireland Holdings Limited. In connection with the Acquisition, Siebel Systems
acquired the entire outstanding issued share capital of Eontec and the Eontec
shareholders received an initial cash consideration of approximately $70.0
million. In the event certain revenue targets for the period from April 20, 2004
through March 31, 2005 are met, the Eontec former
shareholders may receive up to an additional $37.5 million in cash, and current
employees of Eontec who are employees of Siebel Systems at the time of the
payment (the "Employees") may receive up to $22.5 million in cash (collectively,
the "Earnout"), in each case, subject to the conditions set forth in the
Purchase Agreement. For a more detailed description of the Earnout, please see
Sections 1.4 and 5.4(b) of the Purchase Agreement. All amounts paid by Siebel
Systems to the former shareholders of Eontec will be recorded as purchase price
for the outstanding shares of Eontec. All amounts paid by Siebel Systems to the
Employees will be recorded as compensation expense. The cash purchase price will
come from Siebel Systems' working capital.</P>
<P ALIGN="JUSTIFY">&#9;The description contained in this Item 2 of the
transactions consummated pursuant to the terms and conditions of the Purchase
Agreement is qualified in its entirety by reference to the full text of the
Purchase Agreement, a copy of which is attached to this Current Report as
Exhibit 2.1. A copy of the press release announcing the consummation of the
Acquisition is attached hereto as Exhibit 99.1.</P>

<B><P>Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.</P>
</B><P ALIGN="JUSTIFY">&#9;(a) Financial Statements of Business Acquired. The
acquired business financial statements will be filed within 60 days after the
last date that this Report must be filed with the Securities and Exchange
Commission.</P>
<P ALIGN="JUSTIFY">&#9;(b) Pro Forma Financial Information. The pro forma
financial information will be filed within 60 days after the last date that this
Report must be filed with the Securities and Exchange Commission.</P>
<P>&#9;(c) Exhibits. The following Exhibits are filed as part of this
report:</P>

<P ALIGN="CENTER"><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=85%>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=2><P>2.1</TD>
<TD WIDTH="87%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Share Purchase Agreement dated as of April 20, 2004, by and
among Siebel Systems Ireland Holdings Limited, Eontec Limited, the Selling
Shareholders and Bernard Horn, as Shareholders' Agent. </TD>
</TR>
<TR><TD WIDTH="13%" VALIGN="TOP">
<FONT SIZE=2><P>99.1</TD>
<TD WIDTH="87%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Press Release, dated as of April 20, 2004, entitled "Siebel
Systems Acquires Eontec to Deliver Next-Generation Retail Banking
Solution."</TD>
</TR>
</TABLE>
</P>

<br>
<br>
<br>
<br>
<HR width="85%">
<br>
<br>
<br>
<B><P ALIGN="CENTER">SIGNATURE</P>
</B><P ALIGN="JUSTIFY"><Font size="2">Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.</P>

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  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><FONT SIZE=2>
<B>                                   SIEBEL SYSTEMS, INC.</B>
</TD></TR></TABLE>

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  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><FONT SIZE=2>
<I>(Registrant)</I>
</TD></TR></TABLE>


<FONT SIZE=2>
<p>Dated: May 4, 2004

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    <TD width="2%"></TD>
    <TD width="60%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD><FONT SIZE=2>By:&nbsp;</TD>
   <TD align=left><FONT SIZE=2>
/s/ Kenneth A. Goldman
</TD></TR></TABLE>


<TABLE border=0 cellPadding=0 cellSpacing=0 width="100%">
  <TR>
    <TD width="38%"></TD>
    <TD width="62%"></TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left>
      <HR align=left SIZE=1>
    </TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><FONT SIZE=2>
Kenneth A. Goldman
</TD></TR>
  <TR vAlign=top>
    <TD>&nbsp;</TD>
    <TD align=left><FONT SIZE=2><I>
                                    Senior Vice President,<br>
                                    Finance and Administration<br>
                                    and Chief Financial Officer
</I></TD></TR></TABLE></P>


<br>
<br>
<HR width="85%">
<br>
<br>

<B><P ALIGN="Center">INDEX TO EXHIBITS</P></B>

<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=7 WIDTH=95%>
<TR><TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P>
 2.1</P>
</TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P><A HREF="exh2-1.htm">
Share Purchase Agreement dated as of April 20, 2004, by and among Siebel Systems Ireland Holdings
Limited, Eontec Limited, the Selling Shareholders and Bernard Horn, as Shareholders' Agent.  </A>
&nbsp;&nbsp;&nbsp;<A HREF="exhibit2-1.pdf"><B><SUP>PDF</SUP></B></A>   </P>
</TD>
</TR>

<TR><TD WIDTH="15%" VALIGN="TOP">
<FONT SIZE=2><P>
 99.1</P>
</TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P><A HREF="exh99-1.htm">
Press Release, dated as of April 20, 2004, entitled "Siebel Systems Acquires Eontec to Deliver Next-Generation
 Retail Banking Solution."</A>
&nbsp;&nbsp;&nbsp;<A HREF="exhibit99-1.pdf"><B><SUP>PDF</SUP></B></A>   </P>
</TD>
</TR>
</TABLE>


<B><P><SUP>PDF</SUP></B> &nbsp;&nbsp; Provided in PDF format as a courtesy.


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Eontec 8K doc
UNITED STATES
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
April 20, 2004
Date of Report (Date of earliest event reported)
SIEBEL SYSTEMS, INC.
(Exact name of Registrant as Specified in Charter)
Delaware
0-20725
94-3187233
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
2207 Bridgepointe Parkway
San Mateo, CA   94404
(Address of Principal Executive Offices, including Zip Code)
(650) 477-5000
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets.
This Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. These forward-looking statements are subject to risks and uncertainties
that could cause results to be materially different than expectations. Such
risks and uncertainties include, but are not limited to, those related to the
ability of Siebel Systems, Inc., a Delaware corporation, and its consolidated
subsidiaries ("Siebel Systems"), to achieve the anticipated benefits of the
acquisition (the "Acquisition") of Eontec Limited, an Irish company limited by
shares ("Eontec"), pursuant to the Share Purchase Agreement dated as of April
20, 2004, by and among Siebel Systems' indirect wholly owned subsidiary, Siebel
Systems Ireland Holdings Limited, Eontec, the Selling Shareholders (as defined
therein) and Bernard Horn, as Shareholders' Agent (the "Purchase Agreement").
Investors are advised to read Siebel Systems' Annual Report on Form 10-K for the
period ended December 31, 2003 filed with the Securities and Exchange
Commission on March 12, 2004, for a discussion of certain risks and
uncertainties relating to Siebel Systems.
On April 20, 2004, pursuant to the terms of the Purchase
Agreement, Siebel Systems, through Siebel Systems Ireland Holdings Limited,
acquired Eontec and Eontec became a wholly owned subsidiary of Siebel Systems
Ireland Holdings Limited. In connection with the Acquisition, Siebel Systems
acquired the entire outstanding issued share capital of Eontec and the Eontec
shareholders received an initial cash consideration of approximately $70.0
million. In the event certain revenue targets for the period from April 20, 2004
through March 31, 2005 are met, the Eontec former
shareholders may receive up to an additional $37.5 million in cash, and current
employees of Eontec who are employees of Siebel Systems at the time of the
payment (the "Employees") may receive up to $22.5 million in cash (collectively,
the "Earnout"), in each case, subject to the conditions set forth in the
Purchase Agreement. For a more detailed description of the Earnout, please see
Sections 1.4 and 5.4(b) of the Purchase Agreement. All amounts paid by Siebel
Systems to the former shareholders of Eontec will be recorded as purchase price
for the outstanding shares of Eontec. All amounts paid by Siebel Systems to the
Employees will be recorded as compensation expense. The cash purchase price will
come from Siebel Systems' working capital.
The description contained in this Item 2 of the
transactions consummated pursuant to the terms and conditions of the Purchase
Agreement is qualified in its entirety by reference to the full text of the
Purchase Agreement, a copy of which is attached to this Current Report as
Exhibit 2.1. A copy of the press release announcing the consummation of the
Acquisition is attached hereto as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Business Acquired. The
acquired business financial statements will be filed within 60 days after the
last date that this Report must be filed with the Securities and Exchange
Commission.
(b) Pro Forma Financial Information. The pro forma
financial information will be filed within 60 days after the last date that this
Report must be filed with the Securities and Exchange Commission.
(c) Exhibits. The following Exhibits are filed as part of this
report:
2.1
Share Purchase Agreement dated as of April 20, 2004, by and
among Siebel Systems Ireland Holdings Limited, Eontec Limited, the Selling
Shareholders and Bernard Horn, as Shareholders' Agent.
99.1
Press Release, dated as of April 20, 2004, entitled "Siebel
Systems Acquires Eontec to Deliver Next-Generation Retail Banking
Solution."
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the undersigned,
hereunto duly authorized.
SIEBEL SYSTEMS, INC.
(Registrant)
Dated: May 4, 2004
By:
/s/ Kenneth A. Goldman
Kenneth A. Goldman
Senior Vice President,
Finance and Administration
and Chief Financial Officer
INDEX TO EXHIBITS
2.1
Share Purchase Agreement dated as of April 20, 2004, by and among Siebel Systems Ireland Holdings
Limited, Eontec Limited, the Selling Shareholders and Bernard Horn, as Shareholders' Agent.
PDF
99.1
Press Release, dated as of April 20, 2004, entitled "Siebel Systems Acquires Eontec to Deliver Next-Generation
 Retail Banking Solution."
PDF
PDF
Provided in PDF format as a courtesy.