8-K

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

August 5, 2002

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 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

The following Exhibits are filed as part of this report:

Exhibit
Number Description

99.1	Certification of Thomas M. Siebel, Chairman and CEO of Siebel Systems, Inc., filed with the Securities and Exchange Commission on August 5, 2002 pursuant to Order No. 4-460, Order Requiring the Filing of Sworn Statements Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 ("Order No. 4-460").
99.2	Certification of Kenneth A. Goldman, Senior Vice President, Finance and Administration and Chief Financial Officer of Siebel Systems, Inc., filed with the Securities and Exchange Commission on August 5, 2002 pursuant to Order No. 4-460.

Item 9.   Regulation FD.

This information is not filed pursuant to the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any registration statement filed pursuant to the Securities Act of 1933, as amended.

On August 5, 2002, Certifications by each of Thomas M. Siebel, Chairman and CEO of Siebel Systems, Inc., and Kenneth A. Goldman, Senior Vice President, Finance and Administration and Chief Financial Officer of Siebel Systems, Inc., were filed with the Securities and Exchange Commission pursuant to Order No. 4-460, without qualification or modification.

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: August 5, 2002

By:  /s/ Kenneth A. Goldman

Kenneth A. Goldman

Senior Vice President,
Finance and Administration
and Chief Financial Officer

EX-99.1

EXHIBIT 99.1

Statement Under Oath of Principal Executive Officer and Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Thomas M. Siebel, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of Siebel Systems, Inc., and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and
• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2) I have reviewed the contents of this statement with the Company's audit committee.

(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":

• Siebel Systems, Inc. Annual Report on Form 10-K for the year ended December 31, 2001, filed with the Commission on March 29, 2002;
• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Siebel Systems, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and
• any amendments to any of the foregoing.

/s/ Thomas M. Siebel
Thomas M. Siebel
Chairman and CEO
(Principal Executive Officer)

Subscribed and sworn to before me
this 2^nd day of August, 2002

Date: August 2, 2002

/s/ Kristin Patton
Notary Public

My Commission Expires: January 21, 2004
[Notary Stamp Appears Here]

EX-99.2 5 exh992.htm EXHIBIT 99.2

EXHIBIT 99.2

Statement Under Oath of Principal Executive Officer and Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Kenneth A. Goldman, state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of Siebel Systems, Inc., and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and
• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2) I have reviewed the contents of this statement with the Company's audit committee.

(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":

• Siebel Systems, Inc. Annual Report on Form 10-K for the year ended December 31, 2001, filed with the Commission on March 29, 2002;
• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Siebel Systems, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and
• any amendments to any of the foregoing.

/s/ Kenneth A. Goldman Kenneth A. Goldman Senior Vice President, Finance and Administration and Chief Financial Officer (Principal Financial Officer)	Subscribed and sworn to before me this 2nd day of August, 2002
Date: August 2, 2002	/s/ Kristin Patton Notary Public My Commission Expires: January 21, 2004 [Notary Stamp Appears Here] -----END PRIVACY-ENHANCED MESSAGE-----