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

<br>
<HR WIDTH="25%">
<p align="center"><font size="3"><strong>FORM 8-K</strong></font></p>
<HR WIDTH="25%">
<br>

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

<p align="center"><font size="3"><strong>
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
</strong></font></p>
<p align="center"><font size="3"><strong>
<U>November 3, 2003</U>
</strong></font></p>

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

<p align="center"><font size="5" color="#0000FF"><strong>
                 <u> SIEBEL SYSTEMS, INC.</u>
</strong></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"><strong>
<CENTER><u>Delaware</u></CENTER>
</font></strong>
</TD>
<TD>
<font size="3"><strong>
<CENTER><u>0-20725</u></CENTER>
</font></strong>
</TD>
<TD>
<font size="3"><strong>
<CENTER><u>94-3187233</u></CENTER>
</font></strong>
</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>


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

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

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

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

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

<B><P ALIGN="JUSTIFY">Item 2.  Acquisition or Disposition of Assets.</P>
</B><FONT SIZE=2><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
(&quot;Siebel Systems&quot;), to achieve the anticipated benefits of the merger
(the &quot;Merger&quot;) of Underground Acquisition Corp., a California
corporation and wholly-owned subsidiary of Siebel Systems (&quot;Merger
Sub&quot;) with and into UpShot Corporation, a California corporation
(&quot;Upshot&quot;), pursuant to the Agreement and Plan of Merger and
Reorganization, dated as of October 14, 2003, by and among Siebel Systems,
Merger Sub and UpShot (the &quot;Merger Agreement&quot;), as amended by the
parties on November 3, 2003 (the &quot;Amendment&quot;).  Investors are advised
to read Siebel Systems' Annual Report on Form 10-K for the period ended
December&nbsp;31,&nbsp;2002 filed with the Securities and Exchange Commission on
March 18, 2003, for a discussion of certain risks and uncertainties relating to
Siebel Systems.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;On November 3, 2003, pursuant to the terms of the Merger
Agreement, as amended, Merger Sub was merged with and into UpShot and UpShot
became a wholly-owned subsidiary of Siebel Systems. In connection with the
Merger, (a) each share of UpShot Series E preferred stock will be exchanged for
approximately $1.81 in cash, and (b) each share of UpShot common stock will be
exchanged for $0.15 in cash plus the right to receive up to approximately $1.25
in cash contingent upon the satisfaction of certain revenue, revenue-related and
product delivery targets during 2003 and 2004 (the &quot;Earnout
Milestones&quot;), as described below.</P>
<P ALIGN="JUSTIFY"></P>
<P ALIGN="JUSTIFY">&#9;As a result of the Merger, Siebel Systems will pay
initial aggregate consideration of approximately $50.0 million in exchange for
all of the outstanding shares of UpShot.  In addition, Siebel Systems may pay
additional consideration of up to $10 million in cash to the former holders of
UpShot common stock contingent upon the satisfaction of the Earnout Milestones,
as described below. All amounts paid by Siebel Systems to the former
shareholders of UpShot will be recorded as purchase price for the outstanding
shares of UpShot.  In addition, Siebel Systems could be required to pay up to an
aggregate of $10 million to certain former employees of UpShot who accepted
employment with Siebel Systems (the &quot;Employees&quot;) contingent upon the
satisfaction of the Earnout Milestones, as described below. All amounts paid by
Siebel Systems to the Employees will be recorded as compensation expense. The
cash consideration due to the former stockholders of UpShot and the Employees,
including the initial consideration and potential consideration related to the
Earnout Milestones, will come from Siebel Systems' working capital.</P>

<P ALIGN="JUSTIFY"> &#9;The amounts that may be paid by Siebel Systems to the
former holders of UpShot common stock and to the Employees upon the satisfaction
of the Earnout Milestones are as follows: (a) up to an aggregate of $500,000 on
or prior to February 28, 2004 if certain revenue and revenue-related targets set
forth in the Merger Agreement, as amended, are met during the fourth quarter of
2003, (b) up to an aggregate of $16.5 million on or prior to February 28, 2005
if certain revenue and revenue-related targets set forth in the Merger
Agreement, as amended, are met during fiscal year 2004, and (c) up to an
aggregate of $3.0 million upon the satisfaction of certain product delivery
targets set forth in the Merger Agreement, as amended, if such targets are
satisfied on or prior to December 31, 2004. Fifty percent of any amount that is
required to be paid in connection with the satisfaction of the Earnout
Milestones will be paid to the former holders of UpShot common stock and the
other fifty percent will be paid to the Employees. For a more detailed
description of the Earnout Milestones please see Sections 1.8 and 5.4(b) of the
Merger Agreement and Sections 1.1 and 1.2 of the Amendment. </P>

<P ALIGN="JUSTIFY">&#9;The description contained in this Item 2 of the
transactions consummated pursuant to the terms and conditions of the Merger
Agreement is qualified in its entirety by reference to the full text of the
Merger Agreement and the Amendment, copies of which are attached to this Current
Report as Exhibit 2.1 and Exhibit 2.2, respectively.  A copy of the press
release announcing the consummation of the Merger 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">(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">(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>           (c)  Exhibits.  The following Exhibits are filed as part of this
report:</P>

<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=7 WIDTH=625>
<TR><TD WIDTH="15%" VALIGN="TOP">
<P><FONT SIZE=2>
                                                                                                                                                                                                                                            2.1
</TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>
Agreement and Plan of Merger and Reorganization dated as of October 14, 2003, by
and among Siebel Systems, Inc., Underground Acquisition Corp. and UpShot Corporation.
</TD>
</TR>

<TR><TD WIDTH="15%" VALIGN="TOP">
<P><FONT SIZE=2>
                                                                                                                                                                                                                                            2.2
</TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>
Amendment to Agreement and Plan of Merger and Reorganization dated as of
November 3, 2003, by and among Siebel Systems, Inc., Underground Acquisition
Corp. and UpShot Corporation.
</TD>
</TR>

<TR><TD WIDTH="15%" VALIGN="TOP">
<P><FONT SIZE=2>
                                                                                                                                                                                                                                           99.1
</TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>
Press Release, dated as of November 4, 2003, entitled "Siebel Systems
Completes Acquisition of UpShot; Delivers First Integrated Hosted
and On Premise CRM Solution."
</TD>
</TR>
</TABLE>

<br>
<br>
<br>
<HR width="85%">
<br>
<br>
</P><p align="left">
</P><B><P ALIGN="CENTER">SIGNATURES</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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    <TD>&nbsp;</TD>
    <TD align=left><FONT SIZE=2>
<B>                                   SIEBEL SYSTEMS, INC.</B>
</TD></TR></TABLE>

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    <TD>&nbsp;</TD>
    <TD align=left><FONT SIZE=2>
<I>(Registrant)</I>
</TD></TR></TABLE>


<FONT SIZE=2>
<p>Dated: November 18, 2003


<P>
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    <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=625>
<TR><TD WIDTH="15%" VALIGN="TOP">
<P><FONT SIZE=2>
                                                                                                                                                                                                                                            2.1
</TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>
Agreement and Plan of Merger and Reorganization dated as of October 14, 2003, by
and among Siebel Systems, Inc., Underground Acquisition Corp. and UpShot Corporation.
</TD>
</TR>

<TR><TD WIDTH="15%" VALIGN="TOP">
<P><FONT SIZE=2>
                                                                                                                                                                                                                                            2.2
</TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>
Amendment to Agreement and Plan of Merger and Reorganization dated as of
November 3, 2003, by and among Siebel Systems, Inc., Underground Acquisition
Corp. and UpShot Corporation.
</TD>
</TR>

<TR><TD WIDTH="15%" VALIGN="TOP">
<P><FONT SIZE=2>
                                                                                                                                                                                                                                           99.1
</TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>
Press Release, dated as of November 4, 2003, entitled "Siebel Systems
Completes Acquisition of UpShot; Delivers First Integrated Hosted
and On Premise CRM Solution."
</TD>
</TR>
</TABLE>
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11.03 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
November 3, 2003
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
("Siebel Systems"), to achieve the anticipated benefits of the merger
(the "Merger") of Underground Acquisition Corp., a California
corporation and wholly-owned subsidiary of Siebel Systems ("Merger
Sub") with and into UpShot Corporation, a California corporation
("Upshot"), pursuant to the Agreement and Plan of Merger and
Reorganization, dated as of October 14, 2003, by and among Siebel Systems,
Merger Sub and UpShot (the "Merger Agreement"), as amended by the
parties on November 3, 2003 (the "Amendment").  Investors are advised
to read Siebel Systems' Annual Report on Form 10-K for the period ended
December 31, 2002 filed with the Securities and Exchange Commission on
March 18, 2003, for a discussion of certain risks and uncertainties relating to
Siebel Systems.
On November 3, 2003, pursuant to the terms of the Merger
Agreement, as amended, Merger Sub was merged with and into UpShot and UpShot
became a wholly-owned subsidiary of Siebel Systems. In connection with the
Merger, (a) each share of UpShot Series E preferred stock will be exchanged for
approximately $1.81 in cash, and (b) each share of UpShot common stock will be
exchanged for $0.15 in cash plus the right to receive up to approximately $1.25
in cash contingent upon the satisfaction of certain revenue, revenue-related and
product delivery targets during 2003 and 2004 (the "Earnout
Milestones"), as described below.
As a result of the Merger, Siebel Systems will pay
initial aggregate consideration of approximately $50.0 million in exchange for
all of the outstanding shares of UpShot.  In addition, Siebel Systems may pay
additional consideration of up to $10 million in cash to the former holders of
UpShot common stock contingent upon the satisfaction of the Earnout Milestones,
as described below. All amounts paid by Siebel Systems to the former
shareholders of UpShot will be recorded as purchase price for the outstanding
shares of UpShot.  In addition, Siebel Systems could be required to pay up to an
aggregate of $10 million to certain former employees of UpShot who accepted
employment with Siebel Systems (the "Employees") contingent upon the
satisfaction of the Earnout Milestones, as described below. All amounts paid by
Siebel Systems to the Employees will be recorded as compensation expense. The
cash consideration due to the former stockholders of UpShot and the Employees,
including the initial consideration and potential consideration related to the
Earnout Milestones, will come from Siebel Systems' working capital.
The amounts that may be paid by Siebel Systems to the
former holders of UpShot common stock and to the Employees upon the satisfaction
of the Earnout Milestones are as follows: (a) up to an aggregate of $500,000 on
or prior to February 28, 2004 if certain revenue and revenue-related targets set
forth in the Merger Agreement, as amended, are met during the fourth quarter of
2003, (b) up to an aggregate of $16.5 million on or prior to February 28, 2005
if certain revenue and revenue-related targets set forth in the Merger
Agreement, as amended, are met during fiscal year 2004, and (c) up to an
aggregate of $3.0 million upon the satisfaction of certain product delivery
targets set forth in the Merger Agreement, as amended, if such targets are
satisfied on or prior to December 31, 2004. Fifty percent of any amount that is
required to be paid in connection with the satisfaction of the Earnout
Milestones will be paid to the former holders of UpShot common stock and the
other fifty percent will be paid to the Employees. For a more detailed
description of the Earnout Milestones please see Sections 1.8 and 5.4(b) of the
Merger Agreement and Sections 1.1 and 1.2 of the Amendment.
The description contained in this Item 2 of the
transactions consummated pursuant to the terms and conditions of the Merger
Agreement is qualified in its entirety by reference to the full text of the
Merger Agreement and the Amendment, copies of which are attached to this Current
Report as Exhibit 2.1 and Exhibit 2.2, respectively.  A copy of the press
release announcing the consummation of the Merger 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
Agreement and Plan of Merger and Reorganization dated as of October 14, 2003, by
and among Siebel Systems, Inc., Underground Acquisition Corp. and UpShot Corporation.
2.2
Amendment to Agreement and Plan of Merger and Reorganization dated as of
November 3, 2003, by and among Siebel Systems, Inc., Underground Acquisition
Corp. and UpShot Corporation.
99.1
Press Release, dated as of November 4, 2003, entitled "Siebel Systems
Completes Acquisition of UpShot; Delivers First Integrated Hosted
and On Premise CRM Solution."
SIGNATURES
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: November 18, 2003
By:
/s/ Kenneth A. Goldman
Kenneth A. Goldman
Senior Vice President,
Finance and Administration
and Chief Financial Officer
INDEX TO EXHIBITS
2.1
Agreement and Plan of Merger and Reorganization dated as of October 14, 2003, by
and among Siebel Systems, Inc., Underground Acquisition Corp. and UpShot Corporation.
2.2
Amendment to Agreement and Plan of Merger and Reorganization dated as of
November 3, 2003, by and among Siebel Systems, Inc., Underground Acquisition
Corp. and UpShot Corporation.
99.1
Press Release, dated as of November 4, 2003, entitled "Siebel Systems
Completes Acquisition of UpShot; Delivers First Integrated Hosted
and On Premise CRM Solution."