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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>
RELATING TO ADOPTION OF A STOCKHOLDER RIGHTS PLAN
</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>January 29, 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 its 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 or organization)&nbsp;</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(Commission File Number)</CENTER>
</font>
</TD>
<TD>
<font size="2">
<CENTER>(IRS Employer Identification Number)</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>

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<B><P ALIGN="JUSTIFY">Item 5.&#9;  Other Events.</P></B>

<P ALIGN="JUSTIFY">On January 23, 2003 the Board of Directors of Siebel Systems,
Inc. (the &quot;Company&quot;) approved the adoption of a Stockholder Rights
Plan (the &quot;Plan&quot;).  The Plan is designed to enable all Company
stockholders to realize the full value of their investment and to provide for
fair and equal treatment for all stockholders in the event that an unsolicited
attempt is made to acquire the Company.  The adoption of the Plan is intended as
a means to guard against abusive takeover tactics and is not in response to any
particular proposal.</P>
<P ALIGN="JUSTIFY"> The terms of the Plan provide for a dividend distribution of
one preferred share purchase right (a &quot;Right&quot;) for each outstanding
share of common stock, par value $0.001 per share (the &quot;Common
Shares&quot;), of the Company.  The dividend is payable on February 13, 2003
(the &quot;Record Date&quot;) to the stockholders of record on that date.  Each
Right entitles the registered holder to purchase from the Company one-ten
thousandth of a share of Series&nbsp;A2 Junior Participating Preferred Stock,
par value $0.001 per share (the &quot;Preferred Shares&quot;), at a price of
$70.00 per one-ten thousandth of a Preferred Share (the &quot;Purchase
Price&quot;), subject to adjustment.  Each one-ten thousandth of a share of
Preferred Shares has designations and powers, preferences and rights, and the
qualifications, limitations and restrictions which make its value approximately
equal to the value of a Common Share.  The description and terms of the Rights
are set forth in a Rights Agreement (the &quot;Rights Agreement&quot;), dated as
of January 28, 2003 entered into between the Company and Mellon Investor
Services, as rights agent (the &quot;Rights Agent&quot;).</P>
<P ALIGN="JUSTIFY">Initially, the Rights will be evidenced by the stock
certificates representing the Common Shares then outstanding, and no separate
Right Certificates, as defined below, will be distributed.  Until the earlier to
occur of (i) the date of a public announcement that a person, entity or group of
affiliated or associated persons have acquired beneficial ownership of 15% or
more of the outstanding Common Shares (an &quot;Acquiring Person&quot;) or (ii)
10 business days (or such later date as may be determined by action of the Board
of Directors prior to such time as any person or entity becomes an Acquiring
Person) following the commencement of, or announcement of an intention to
commence, a tender offer or exchange offer, the consummation of which would
result in any person or entity becoming an Acquiring Person (the earlier of such
dates being called the &quot;Distribution Date&quot;), the Rights will be
evidenced, with respect to any of the Common Share certificates outstanding as
of the Record Date, by such Common Share certificate with or without a copy of
the Summary of Rights, which is included in the Rights Agreement as
Exhibit&nbsp;C thereof (the &quot;Summary of Rights&quot;).</P>
<P ALIGN="JUSTIFY">Until the Distribution Date, the Rights will be transferable
with and only with the Common Shares.  Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date, upon transfer or new issuance of Common Shares, will
contain a notation incorporating the Rights Agreement by reference.  Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender or transfer of any certificates for Common Shares outstanding as of
the Record Date, even without such notation or a copy of the Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate.  As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights (&quot;Right Certificates&quot;) will be mailed to holders of record
of the Common Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.</P>
<P ALIGN="JUSTIFY">The Rights are not exercisable until the Distribution Date.
The Rights will expire on February 12, 2013 (the &quot;Final Expiration
Date&quot;), unless the Rights are earlier redeemed or exchanged by the Company,
in each case, as described below.</P>
<P ALIGN="JUSTIFY">The Purchase Price payable, and the number of Preferred
Shares or other securities or other property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the grant to holders of the
Preferred Shares of certain rights or warrants to subscribe for or purchase
Preferred Shares at a price, or securities convertible into Preferred Shares
with a conversion price, less than the then current market price of the
Preferred Shares or (iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding regular periodic cash
dividends paid out of earnings or retained earnings or dividends payable in
Preferred Shares) or of subscription rights or warrants (other than those
referred to above).  The exercise of Rights for Preferred Shares is at all times
subject to the availability of a sufficient number of authorized but unissued
Preferred Shares.</P>
<P ALIGN="JUSTIFY">The number of outstanding Rights and the number of one-ten
thousandths of a Preferred Share issuable upon exercise of each Right are also
subject to adjustment in the event of a stock split of the Common Shares or a
stock dividend on the Common Shares payable in Common Shares or subdivisions,
consolidation or combinations of the Common Shares occurring, in any case, prior
to the Distribution Date.</P>
<P ALIGN="JUSTIFY">Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. In the event of liquidation, the holders of the Preferred Shares would be entitled to a minimum preferential liquidation payment of $10,000 per share, but would be entitled to receive an aggregate payment equal to 10,000 times the payment made per Common Share.  Each Preferred Share will have 10,000 votes, voting together with the Common Shares.  If issued, the Preferred Shares will also be entitled to preferential dividends, when and if declared by the Board of Directors.  Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 10,000 times the amount of consideration received per Common Share.  These rights are protected by customary anti-dilution provisions.  Because of the nature of the Preferred Shares' dividend and liquidation rights, the value of one-ten thousandth of a Preferred Share should approximate the value of one Common Share.  The Preferred Shares would rank junior to any other series of the Company's preferred stock.</P>
<P ALIGN="JUSTIFY">In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, proper provision shall be made
so that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person and its associates and affiliates (which will thereafter be
void), will for a 60-day period have the right to receive upon exercise that
number of Common Shares having a market value of two times the exercise price of
the Right (or, if such number of shares is not and cannot be authorized, the
Company may issue Preferred Shares, cash, debt, stock or a combination thereof
in exchange for the Rights).  This right will terminate 60 days after the date
on which the Rights become nonredeemable (as described below), unless there is
an injunction or similar obstacle to exercise the Rights, in which event this
right will terminate 60 days after the date on which the Rights again become
exercisable.</P>
<P ALIGN="JUSTIFY">Generally, under the Plan, an &quot;Acquiring Person&quot;
shall not be deemed to include (i) the Company, (ii) any subsidiary of the
Company, (iii) any employee benefit or compensation plan of the Company or any
subsidiary of the Company, (iv) any entity holding Common Shares for or pursuant
to the terms of any such employee benefit or compensation plan of the Company or
subsidiary of the Company, or (v) Thomas M. Siebel, the Company's Chairman and
CEO, and his associates and affiliates.  In addition, except under limited
circumstances, no person or entity shall become an Acquiring Person as the
result of the acquisition of Common Shares by the Company which, by reducing the
number of shares outstanding, increases the proportionate number of shares
beneficially owned by such person or entity to 15% or more of the Common Shares
then outstanding.  Further, no person shall become an Acquiring Person due to
the acquisition of Common Shares directly from the Company.<B>  </P>
</B><P ALIGN="JUSTIFY">In the event that the Company is acquired in a merger or
other business combination transaction or 50% or more of its consolidated assets
or earning power are sold to an Acquiring Person, its associates or affiliates
or certain other persons in which such persons have an interest, proper
provision will be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
exercise price of the Right.</P>
<P ALIGN="JUSTIFY">At any time after an Acquiring Person becomes an Acquiring
Person and prior to the acquisition by such Acquiring Person of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which have
become void), in whole or in part, at an exchange ratio of one Common Share per
Right (or, at the election of the Company, the Company may issue cash, debt,
securities or a combination thereof in exchange for the Rights), subject to
adjustment.</P>
<P ALIGN="JUSTIFY">With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price.  No fractional Preferred Shares will be issued (other
than fractions which are integral multiples of the number of one-ten thousandths
of a Preferred Share issuable upon the exercise of one Right, which may, at the
election of the Company, be evidenced by depositary receipts), and in lieu
thereof, an adjustment in cash will be made based on the market price of the
Preferred Shares on the last trading day prior to the date of exercise.</P>
<P ALIGN="JUSTIFY">At any time prior to the earliest of (i) such time as a
person has become an Acquiring Person or (ii) the Final Expiration Date, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $0.001 per Right (the &quot;Redemption Price&quot;).
Following the expiration of the above periods, the Rights become nonredeemable.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.</P>
<P ALIGN="JUSTIFY">The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
except that from and after such time as&nbsp;the rights are distributed no such
amendment may adversely affect the interest of the holders of the Rights
excluding the interests of an Acquiring Person.</P>
<P ALIGN="JUSTIFY">Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.</P>
<P ALIGN="JUSTIFY">The Rights have certain anti-takeover effects.  The Rights
will cause substantial dilution to a person or group that attempts to acquire
the Company on terms not approved by the Company's Board of Directors.  The
Rights should not interfere with any merger or other business combination
approved by the Board of Directors since the Rights may be amended to permit
such acquisition or redeemed by the Company at $0.001 per Right prior to the
earliest of (i)&nbsp;the time that a person or group has acquired beneficial
ownership of 15% or more of the Common Shares or (ii)&nbsp;the Final Expiration
Date.</P>

<B><P ALIGN="JUSTIFY">Item 7.&#9;  Exhibits.</P></B>

<TABLE BORDER=0 ALIGN="CENTER" CELLSPACING=1 CELLPADDING=7 WIDTH=625>
<TR><TD WIDTH="15%" VALIGN="TOP">
<P><FONT SIZE=2>
                                                                                                                                                                                                                                            4.1
</TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>
Certificate of Designation of Series A2
Junior Participating Preferred Stock.
</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 January 29, 2003 entitled "Siebel Systems, Inc. Adopts Stockholder Rights Plan."
</TD>
</TR>

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<P><FONT SIZE=2>
                                                                                                                                                                                                                                           99.2
</TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>
Rights Agreement dated as of January 28, 2003 between Siebel Systems, Inc. and Mellon
Investors Services LLC, as Rights Agent.
</TD>
</TR>

<TR><TD WIDTH="15%" VALIGN="TOP">
<P><FONT SIZE=2>
                                                                                                                                                                                                                                           99.3
</TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>
Form of Rights Certificate.
</TD>
</TR>
</TABLE>

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


<FONT SIZE=2>
<p>Dated: January 29, 2003


<P>
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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>

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

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<TR><TD WIDTH="15%" VALIGN="TOP">
<P><FONT SIZE=2>
                                                                                                                                                                                                                                            4.1
</TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>
Certificate of Designation of Series A2
Junior Participating Preferred Stock.
</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 January 29, 2003 entitled "Siebel Systems, Inc. Adopts
Stockholder Rights Plan."
</TD>
</TR>

<TR><TD WIDTH="15%" VALIGN="TOP">
<P><FONT SIZE=2>
                                                                                                                                                                                                                                           99.2
</TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>
Rights Agreement dated as of January 28, 2003 between Siebel Systems, Inc. and Mellon
Investors Services LLC, as Rights Agent.
</TD>
</TR>

<TR><TD WIDTH="15%" VALIGN="TOP">
<P><FONT SIZE=2>
                                                                                                                                                                                                                                           99.3
</TD>
<TD WIDTH="85%" VALIGN="TOP">
<FONT SIZE=2><P>
Form of Rights Certificate.
</TD>
</TR>
</TABLE>

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1.03 8K doc
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
RELATING TO ADOPTION OF A STOCKHOLDER RIGHTS PLAN
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934
January 29, 2003
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 of incorporation or organization)
(Commission File Number)
(IRS Employer Identification Number)
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 5.	  Other Events.
On January 23, 2003 the Board of Directors of Siebel Systems,
Inc. (the "Company") approved the adoption of a Stockholder Rights
Plan (the "Plan").  The Plan is designed to enable all Company
stockholders to realize the full value of their investment and to provide for
fair and equal treatment for all stockholders in the event that an unsolicited
attempt is made to acquire the Company.  The adoption of the Plan is intended as
a means to guard against abusive takeover tactics and is not in response to any
particular proposal.
The terms of the Plan provide for a dividend distribution of
one preferred share purchase right (a "Right") for each outstanding
share of common stock, par value $0.001 per share (the "Common
Shares"), of the Company.  The dividend is payable on February 13, 2003
(the "Record Date") to the stockholders of record on that date.  Each
Right entitles the registered holder to purchase from the Company one-ten
thousandth of a share of Series A2 Junior Participating Preferred Stock,
par value $0.001 per share (the "Preferred Shares"), at a price of
$70.00 per one-ten thousandth of a Preferred Share (the "Purchase
Price"), subject to adjustment.  Each one-ten thousandth of a share of
Preferred Shares has designations and powers, preferences and rights, and the
qualifications, limitations and restrictions which make its value approximately
equal to the value of a Common Share.  The description and terms of the Rights
are set forth in a Rights Agreement (the "Rights Agreement"), dated as
of January 28, 2003 entered into between the Company and Mellon Investor
Services, as rights agent (the "Rights Agent").
Initially, the Rights will be evidenced by the stock
certificates representing the Common Shares then outstanding, and no separate
Right Certificates, as defined below, will be distributed.  Until the earlier to
occur of (i) the date of a public announcement that a person, entity or group of
affiliated or associated persons have acquired beneficial ownership of 15% or
more of the outstanding Common Shares (an "Acquiring Person") or (ii)
10 business days (or such later date as may be determined by action of the Board
of Directors prior to such time as any person or entity becomes an Acquiring
Person) following the commencement of, or announcement of an intention to
commence, a tender offer or exchange offer, the consummation of which would
result in any person or entity becoming an Acquiring Person (the earlier of such
dates being called the "Distribution Date"), the Rights will be
evidenced, with respect to any of the Common Share certificates outstanding as
of the Record Date, by such Common Share certificate with or without a copy of
the Summary of Rights, which is included in the Rights Agreement as
Exhibit C thereof (the "Summary of Rights").
Until the Distribution Date, the Rights will be transferable
with and only with the Common Shares.  Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date, upon transfer or new issuance of Common Shares, will
contain a notation incorporating the Rights Agreement by reference.  Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender or transfer of any certificates for Common Shares outstanding as of
the Record Date, even without such notation or a copy of the Summary of Rights
being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate.  As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record
of the Common Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on February 12, 2013 (the "Final Expiration
Date"), unless the Rights are earlier redeemed or exchanged by the Company,
in each case, as described below.
The Purchase Price payable, and the number of Preferred
Shares or other securities or other property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution (i) in
the event of a stock dividend on, or a subdivision, combination or
reclassification of, the Preferred Shares, (ii) upon the grant to holders of the
Preferred Shares of certain rights or warrants to subscribe for or purchase
Preferred Shares at a price, or securities convertible into Preferred Shares
with a conversion price, less than the then current market price of the
Preferred Shares or (iii) upon the distribution to holders of the Preferred
Shares of evidences of indebtedness or assets (excluding regular periodic cash
dividends paid out of earnings or retained earnings or dividends payable in
Preferred Shares) or of subscription rights or warrants (other than those
referred to above).  The exercise of Rights for Preferred Shares is at all times
subject to the availability of a sufficient number of authorized but unissued
Preferred Shares.
The number of outstanding Rights and the number of one-ten
thousandths of a Preferred Share issuable upon exercise of each Right are also
subject to adjustment in the event of a stock split of the Common Shares or a
stock dividend on the Common Shares payable in Common Shares or subdivisions,
consolidation or combinations of the Common Shares occurring, in any case, prior
to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will
not be redeemable. In the event of liquidation, the holders of the Preferred Shares would be entitled to a minimum preferential liquidation payment of $10,000 per share, but would be entitled to receive an aggregate payment equal to 10,000 times the payment made per Common Share.  Each Preferred Share will have 10,000 votes, voting together with the Common Shares.  If issued, the Preferred Shares will also be entitled to preferential dividends, when and if declared by the Board of Directors.  Finally, in the event of any merger, consolidation or other transaction in which Common Shares are exchanged, each Preferred Share will be entitled to receive 10,000 times the amount of consideration received per Common Share.  These rights are protected by customary anti-dilution provisions.  Because of the nature of the Preferred Shares' dividend and liquidation rights, the value of one-ten thousandth of a Preferred Share should approximate the value of one Common Share.  The Preferred Shares would rank junior to any other series of the Company's preferred stock.
In the event that any person or group of affiliated or
associated persons becomes an Acquiring Person, proper provision shall be made
so that each holder of a Right, other than Rights beneficially owned by the
Acquiring Person and its associates and affiliates (which will thereafter be
void), will for a 60-day period have the right to receive upon exercise that
number of Common Shares having a market value of two times the exercise price of
the Right (or, if such number of shares is not and cannot be authorized, the
Company may issue Preferred Shares, cash, debt, stock or a combination thereof
in exchange for the Rights).  This right will terminate 60 days after the date
on which the Rights become nonredeemable (as described below), unless there is
an injunction or similar obstacle to exercise the Rights, in which event this
right will terminate 60 days after the date on which the Rights again become
exercisable.
Generally, under the Plan, an "Acquiring Person"
shall not be deemed to include (i) the Company, (ii) any subsidiary of the
Company, (iii) any employee benefit or compensation plan of the Company or any
subsidiary of the Company, (iv) any entity holding Common Shares for or pursuant
to the terms of any such employee benefit or compensation plan of the Company or
subsidiary of the Company, or (v) Thomas M. Siebel, the Company's Chairman and
CEO, and his associates and affiliates.  In addition, except under limited
circumstances, no person or entity shall become an Acquiring Person as the
result of the acquisition of Common Shares by the Company which, by reducing the
number of shares outstanding, increases the proportionate number of shares
beneficially owned by such person or entity to 15% or more of the Common Shares
then outstanding.  Further, no person shall become an Acquiring Person due to
the acquisition of Common Shares directly from the Company.
In the event that the Company is acquired in a merger or
other business combination transaction or 50% or more of its consolidated assets
or earning power are sold to an Acquiring Person, its associates or affiliates
or certain other persons in which such persons have an interest, proper
provision will be made so that each holder of a Right will thereafter have the
right to receive, upon the exercise thereof at the then current exercise price
of the Right, that number of shares of common stock of the acquiring company
which at the time of such transaction will have a market value of two times the
exercise price of the Right.
At any time after an Acquiring Person becomes an Acquiring
Person and prior to the acquisition by such Acquiring Person of 50% or more of
the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which have
become void), in whole or in part, at an exchange ratio of one Common Share per
Right (or, at the election of the Company, the Company may issue cash, debt,
securities or a combination thereof in exchange for the Rights), subject to
adjustment.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price.  No fractional Preferred Shares will be issued (other
than fractions which are integral multiples of the number of one-ten thousandths
of a Preferred Share issuable upon the exercise of one Right, which may, at the
election of the Company, be evidenced by depositary receipts), and in lieu
thereof, an adjustment in cash will be made based on the market price of the
Preferred Shares on the last trading day prior to the date of exercise.
At any time prior to the earliest of (i) such time as a
person has become an Acquiring Person or (ii) the Final Expiration Date, the
Board of Directors of the Company may redeem the Rights in whole, but not in
part, at a price of $0.001 per Right (the "Redemption Price").
Following the expiration of the above periods, the Rights become nonredeemable.
Immediately upon any redemption of the Rights, the right to exercise the Rights
will terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
The terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of the Rights,
except that from and after such time as the rights are distributed no such
amendment may adversely affect the interest of the holders of the Rights
excluding the interests of an Acquiring Person.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
the right to vote or to receive dividends.
The Rights have certain anti-takeover effects.  The Rights
will cause substantial dilution to a person or group that attempts to acquire
the Company on terms not approved by the Company's Board of Directors.  The
Rights should not interfere with any merger or other business combination
approved by the Board of Directors since the Rights may be amended to permit
such acquisition or redeemed by the Company at $0.001 per Right prior to the
earliest of (i) the time that a person or group has acquired beneficial
ownership of 15% or more of the Common Shares or (ii) the Final Expiration
Date.
Item 7.	  Exhibits.
4.1
Certificate of Designation of Series A2
Junior Participating Preferred Stock.
99.1
Press Release, dated as of January 29, 2003 entitled "Siebel Systems, Inc. Adopts Stockholder Rights Plan."
99.2
Rights Agreement dated as of January 28, 2003 between Siebel Systems, Inc. and Mellon
Investors Services LLC, as Rights Agent.
99.3
Form of Rights Certificate.
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: January 29, 2003
By:
/s/ Kenneth A. Goldman
Kenneth A. Goldman
Senior Vice President,
Finance and Administration
and Chief Financial Officer
INDEX TO EXHIBITS
4.1
Certificate of Designation of Series A2
Junior Participating Preferred Stock.
99.1
Press Release, dated as of January 29, 2003 entitled "Siebel Systems, Inc. Adopts
Stockholder Rights Plan."
99.2
Rights Agreement dated as of January 28, 2003 between Siebel Systems, Inc. and Mellon
Investors Services LLC, as Rights Agent.
99.3
Form of Rights Certificate.