8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

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

On May 4, 2004, Siebel Systems, Inc., a Delaware corporation ("Siebel Systems"), filed a Current Report on Form 8-K to report the acquisition of Eontec Limited, an Irish company limited by shares ("Eontec"), by its wholly-owned subsidiary, Siebel Systems Ireland Holdings Limited. As permitted under Item 7 of Form 8-K, Siebel Systems previously indicated that it would file the financial statements and pro forma financial information required under Items 7(a) and 7(b) of Form 8-K no later than the date required. This amended Current Report on Form 8-K provides the required financial information and amends Item 7 of the Current Report on Form 8-K filed by Siebel Systems on May 4, 2004.

(a) Financial Statements of Business Acquired.

The following audited financial statements of Eontec are included as Exhibit 99.2 in this amended Current Report:

Independent Auditors' Report
Consolidated Profit and Loss Account for the Years Ended December 31, 2003 and 2002
Consolidated Balance Sheets as of December 31, 2003 and 2002
Consolidated Cash Flow Statement for the Years Ended December 31, 2003 and 2002
Notes to the Consolidated Financial Statements

(b) Pro Forma Financial Information.

The following unaudited condensed combined pro forma financial statements of Siebel Systems, giving effect to the acquisition of Eontec, prepared pursuant to Article 11 of Regulation S-X, are included as Exhibit 99.3 in this amended Current Report:

Unaudited Pro Forma Combined Condensed Balance Sheet as of March 31, 2004
Unaudited Pro Forma Combined Condensed Statement of Operations for the Three Months Ended March 31, 2004
Unaudited Pro Forma Combined Condensed Statement of Operations for the Year Ended December 31, 2003
Notes to Unaudited Pro Forma Combined Condensed Financial Statements

(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. (1)
23.1	Independent Auditors' Consent. (2)
99.1	Press Release, dated as of April 20, 2004, entitled "Siebel Systems Acquires Eontec to Deliver Next-Generation Retail Banking Solution." (1)
99.2	Audited financial statements of Eontec Limited as of and for the years ended December 31, 2003 and 2002. (2)
99.3	Unaudited pro forma combined condensed financial statements of Siebel Systems, giving effect to the acquisition of Eontec Limited. (2)

________________________

1. Incorporated by reference to Siebel Systems' Current Report on Form 8-K filed on May 4, 2004 with the SEC.
2. Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIEBEL SYSTEMS, INC.

(Registrant)

Dated: June 30, 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. (1)
23.1	Independent Auditors' Consent. (2)
99.1	Press Release, dated as of April 20, 2004, entitled "Siebel Systems Acquires Eontec to Deliver Next-Generation Retail Banking Solution." (1)
99.2	Audited financial statements of Eontec Limited as of and for the years ended December 31, 2003 and 2002. (2)
99.3	Unaudited pro forma combined condensed financial statements of Siebel Systems, giving effect to the acquisition of Eontec Limited. (2)

________________________

1. Incorporated by reference to Siebel Systems' Current Report on Form 8-K filed on May 4, 2004 with the SEC.
2. Filed herewith.

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Eontec Limited:

We consent to incorporation by reference in the registration statement on Forms S-3 (Nos. 333-47062, 333-68041 and 333-91777) and Forms S-8 (Nos. 333-07983, 333-22763, 333-40437, 333-53369, 333-72969, 333-85007, 333-94243, 333-41792, 333-49986, 333-51018, 333-52998, 333-55406, 333-59526, 333-72218, 333-75052 and 333-106671) of Siebel Systems, Inc. of our report dated June 29, 2004 relating to the consolidated balance sheets of Eontec Limited and subsidiaries as of December 31, 2002 and 2003, and the related consolidated profit and loss accounts and cash flows for each of the years in the two-year period ended December 31, 2003, which report appears in this Current Report on Form 8-K/A of Siebel Systems, Inc.

/s/ KPMG

KPMG
Dublin, Ireland
June 30, 2004

EX-99.2

Exhibit 99.2

EONTEC LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED
DECEMBER 31, 2003 AND 2002

Independent auditors' report

The Board of Directors and Stockholders of Eontec Limited

We have audited the accompanying consolidated financial statements of Eontec Limited and subsidiaries (together the "group") comprising consolidated balance sheets as at 31 December 2003 and 31 December 2002 and the related consolidated profit and loss account and cash flows for the two years ended 31 December 2003. These consolidated financial statements are the responsibility of the company's directors and management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing standards in Ireland and the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the group as of 31 December 2003 and 31 December 2002 and the results of its operations and cash flows for each of the two years ended 31 December 2003, in conformity with generally accepted accounting principles in the Republic of Ireland.

Accounting principles generally accepted in the Republic of Ireland vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 21 to the consolidated financial statements.

/s/ KPMG

Dublin, Ireland
June 29, 2004

Eontec Limited

Consolidated profit and loss account
for the year ended 31 December 2003

	Note	2003 €	2002 €
Turnover - continuing operations	3	13,670,419	15,376,880
Cost of sales		(4,617,983)	(4,928,796)
		__________	__________
Gross profit		9,052,436	10,448,084
Operating expenses	5	(15,659,372)	(19,637,624)
		__________	__________
Loss on ordinary activities before interest and tax		(6,606,936)	(9,189,540)
Interest receivable and similar income		115,974	433,671
Interest payable and similar charges	6	(58,207)	(64,383)
		__________	__________
Loss on ordinary activities before taxation	7	(6,549,169)	(8,820,252)
Tax on loss on ordinary activities	8	(95,775)	(73,263)
		__________	__________
Loss retained for the year		(6,644,944)	(8,893,515)
Profit and loss account at beginning of year		(34,442,524)	(25,549,009)
		__________	__________
Profit and loss account at end of year		(41,087,468)	(34,442,524)
		__________	__________

The group had no recognised gains or losses in the financial year or the preceding financial year other than those dealt with in the consolidated profit and loss account.

The accompanying notes are an integral part of the financial statements.

Eontec Limited

Consolidated balance sheet
at 31 December 2003

	Note	2003 €	2003 €	2002 €	2002 €
Fixed assets
Tangible assets	9		802,486		1,351,280
			__________		_________
Current assets
Debtors	10		2,931,463		1,645,889
Cash at bank and in hand			4,116,280		10,624,690
			__________		_________
			7,047,743		12,270,579
Creditors: amounts falling due within one year	11		(7,368,682)		(9,164,744)
			__________		_________
Net current (liabilities)/assets			(320,939)		3,105,835
			__________		_________
Total assets less current liabilities			481,547		4,457,115
Creditors: amounts falling due after more than one year	12		(2,692,214)		(23,643)
			__________		_________
Net (liabilities)/assets			(2,210,667)		4,433,472
			__________		_________
Capital and reserves
Called up share capital	13		4,086,801		4,086,676
Capital conversion reserve fund			33,853		33,853
Share premium	14		34,756,147		34,755,467
Profit and loss account			(41,087,468)		(34,442,524)
			__________		_________
Shareholders' (deficit)/funds	15
Equity		(26,360,821)		(19,716,682)
Non-equity		24,150,154		24,150,154
		_________		_________
			(2,210,667)		4,433,472
			_________		_________

The accompanying notes are an integral part of the financial statements.

Eontec Limited

Consolidated cash flow statement
For the year ended 31 December 2003

	Note	2003 €	2002 €
Net cash outflow from operating activities	16(a)	(6,144,149)	(11,451,437)
Return on investments and servicing of finance	16(b)	57,767	369,288
Taxation paid		(40,851)	(50,842)
Capital expenditure and financial investments	16(b)	(178,706)	(634,311)
		__________	__________
Net cash outflow before financing		(6,305,939)	(11,767,302)
Financing	16(b)	(181,197)	(168,764)
		__________	__________
Decrease in cash	16(c)	(6,487,136)	(11,936,066)
		__________	__________

The accompanying notes are an integral part of the financial statements.

Eontec Limited

Notes
(forming part of the financial statements)

1 Statement of accounting policies

The principal accounting policies, all of which have been applied consistently throughout the year and the preceding year, are set out below:

Basis of preparation and going concern

The financial statements have been prepared in euro in accordance with generally accepted accounting policies under the historical cost convention and comply with financial reporting standards of the Accounting Standard Board as promulgated by the Institute of Chartered Accountants in Ireland.

Subsequent to the year end, on 20 April 2004, the entire share capital of Eontec Limited was acquired by Siebel Systems Ireland Holdings Limited, a company incorporated in the Republic of Ireland and a subsidiary of Siebel Systems, Inc. ("Siebel"). Siebel then became the ultimate parent undertaking and controlling party. The directors have sought and obtained confirmation from Siebel that sufficient financial support will be provided to the company to enable it to meet its obligations as they fall due for the foreseeable future covering the period to at least 12 months from the date of approval of these financial statements. As a result, the directors believe it appropriate to prepare the financial statements on the going concern basis.

Revenue recognition

The group derives its revenue principally from the sale of software licences, services, and maintenance support.

Where agreements signed with customers allow for the separate accounting treatment of the licence and service components or do not include services, licence revenue is recognised where there is persuasive evidence that an arrangement exists, delivery has occurred, the fee is fixed and determinable, collectibility is probable, no significant obligations with regard to installation or implementation of the software remain, and customer acceptance, when applicable has been obtained.

Where agreements signed with customers do not allow for the separate accounting treatment of the licence and software components or where software requires significant modification or customisation, licence revenue is recognised under the percentage of completion contract accounting method as the related services are essential to the functionality of the software. The group measures percentage of completion based on labour hours incurred to date as a proportion of total labour hours allocated to the contract. The group believes that the use of the percentage of completion method is appropriate as the group has the ability to prepare reasonably dependable estimates of the extent of progress towards completion, contract revenues and contract costs.

Provisions for estimated losses on uncompleted contracts are recorded where necessary in the period in which such losses become probable based on the current contract cost estimates.

The excess of licence fees received over revenue recognised in respect of such fees is recorded as deferred revenue.

For the purposes of the disclosure of turnover in note 3 to the financial statements, all service revenue which is accounted for in conjunction with licence revenue is presented as services revenue based on the values stated in the contract with customers.

The group's other service revenue consists of revenue generated from consulting services. Revenues related to consulting services performed by the group are generally billed on a time and materials basis and are recognised as the services are performed. However, if the consulting agreement is a fixed fee arrangement, revenue may be recognised using the percentage completion method as the related services are performed or recognised in stages on achievement of milestones.

Rebillable out-of-pocket expenses are included within revenue and revenue is recognised as the expenses are incurred.

Maintenance revenue is recognised rateably over the term of the explicit or implicit maintenance term.

Foreign currency

Transactions denominated in foreign currencies are recorded in Euro at actual exchange rates at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the rate of exchange ruling at the balance sheet date. Any gain or loss arising from a change in exchange rates subsequent to the date of the transaction is included as an exchange gain or loss in the profit and loss account.

Subsidiaries denominated in a foreign currency are translated using the temporal method. The directors believe that the operations of foreign currency subsidiaries should be regarded as being more dependent on the economic environment of the company's currency than on that of the subsidiaries' reporting currencies. Non-monetary assets are translated at their historical rates of exchange. At the balance sheet date, monetary assets are translated at the exchange rate ruling at that date. Transactions during the period are translated at the exchange rate applicable at that date or the average for the period. Foreign exchange gains or losses are recorded in the profit and loss account.

Basis of consolidation

The consolidated financial statements include the financial statements of the company and all of its subsidiaries. All intercompany transactions and balances have been eliminated in their preparation. The results of subsidiaries incorporated during the period are included in the consolidated profit and loss account from the date of incorporation.

Taxation

Current tax is provided on the group's taxable profits, at amounts expected to be paid or recovered using the tax rates and laws that have been enacted or substantially enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. Provision is made at the rates expected to apply when the timing differences reverse. Timing differences are differences between the group's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains and losses in taxable profits in periods different from those in which they are recognised in the financial statements.

A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.

Leases

Assets held under leasing arrangements which transfer substantially all the risks and rewards of ownership to the group ("finance leases") are capitalised. The capital element of the related rental obligations is included in creditors. The interest element of the rental obligations is charged to the profit and loss account so as to produce a constant periodic rate of change in proportion to the capital balances outstanding.

Rentals in respect of all other leases ('operating leases') are charged to the profit and loss account as they fall due. Rent free periods on operating leases are recognised in rental expense and allocated on a straight line basis over the lease term.

Tangible fixed assets

Tangible fixed assets are stated at cost, less accumulated depreciation which is provided in order to write off the cost of the assets over their estimated useful economic lives at the following annual rates:

Computer equipment	-	33.3%	Straight line
Furniture and fittings (including leasehold improvements)	-	25%	Straight line
Motor vehicles	-	20%	Straight line

Research and development expenditure

Research and development expenditure is written off to the profit and loss account in the period in which it is incurred.

Pension costs

The group provides for pensions for employees through a number of defined contribution pension schemes. Contributions in respect of the schemes are charged to the profit and loss account in the period in which they are incurred. Any difference between the amounts charged to the profit and loss account and contributions paid to the pension schemes are included within "debtors" or "creditors" in the balance sheet.

Share options

The group has implemented the recommendations of the Urgent Issues Task Force Bulletin No. 17. The cost of awards to employees that take the form of rights to subscribe for shares are recognised as an expense in the profit and loss account. The amount recognised is determined as the difference, if any, between the fair value of the shares at the date of the award and the amount of the consideration, if any, that participants may be required to pay for the shares. The compensation cost, if any, is charged to the profit and loss account over the vesting period of the options.

Grants

Grants of a revenue nature are credited to income so as to match them with the expenditure to which they relate.

2 Principal activities

The group is engaged in the development, sale and maintenance of software systems, aimed principally at the banking sector, together with the provision of related professional services. The company is incorporated in Ireland and, on 20 April 2004, became ultimately wholly owned by Siebel Systems, Inc., a company incorporated in the United States of America.

3 Turnover

Turnover analysed by category comprises:

	2003 €	2002 €
Software licence	5,175,021	3,491,000
Services	5,696,400	8,993,880
Rebillable out-of-pocket expenses	582,449	951,000
Post contract support services	2,216,549	1,941,000
	__________	__________
	13,670,419	15,376,880
	__________	__________

4 Employees and remuneration

The average number of persons employed during the year by the group was as follows:

	2003	2002
Software engineers	100	139
Administration	11	13
Sales	31	40
	__________	__________
	142	192
	__________	__________

Their total remuneration was:

	2003 €	2002 €
Wages and salaries	9,929,157	12,369,656
Social welfare costs	847,804	1,180,496
Pensions	369,642	472,295
	__________	__________
	11,146,603	14,022,447
	__________	__________

5 Operating expenses

	2003 €	2002 €
Administrative expenses	2,579,422	3,286,360
Selling and distribution expenses	6,918,747	7,932,608
Research and development expenses	5,118,492	7,625,518
Rationalisation costs (a)	1,042,711	793,138
	__________	__________
	15,659,372	19,637,624
	__________	__________

(a) The rationalisation costs relate to payments to employees made redundant during restructurings of the business which occurred in 2002 and 2003. The 2003 charge includes compensation of €750,000 paid to a director for loss of office. All such costs are in respect of continuing operations.

6 Interest payable and similar charges

	2003 €	2002 €
Bank loans and overdrafts, repayable within one year	48,277	37,602
Finance lease interest	9,930	26,781
	__________	__________
	58,207	64,383
	__________	__________

7 Loss on ordinary activities before taxation

The loss on ordinary activities before taxation is stated after charging the following:

	2003 €	2002 €
Directors' remuneration
- fees	79,326	85,047
- pension contributions	37,251	38,547
- compensation for loss of office	750,000	-
- other emoluments	693,450	511,920
Auditors' remuneration	55,697	38,092
Operating lease rentals in respect of items other than plant and machinery	810,826	930,656
Depreciation	727,500	760,445

8 Taxation on loss on ordinary activities

The taxation charge on loss on ordinary activities comprises:

	2003 €	2002 €
Irish corporation tax at 10 %	-	-
Foreign corporation tax	95,775	73,263
	__________	__________
	95,775	73,263
	__________	__________

The effective rate of Irish corporation tax assessed for the year is different than the standard rate of corporation tax. The differences are explained below:

	2003 €	2002 €
Loss on ordinary activities before tax	(6,549,169)	(8,820,252)
	_________	_________
Loss on ordinary activities at standard Irish corporation tax at effective rate of 10%	(654,917)	(882,025)
Effects of:
Losses not utilised	654,917	882,025
Foreign corporation tax on subsidiary profits	95,775	73,263
	__________	__________
Current tax charge for the year	95,775	73,263
	__________	__________

A deferred tax asset amounting to approximately €4.0 million (2002 - €3.4 million) in respect of losses available for carry forward has not been recognised in accordance with the group's accounting policy.

9 Tangible fixed assets

	Computer equipment €	Furniture & fittings €	Motor vehicles €	Total €
Cost
At beginning of year	2,240,894	962,420	20,532	3,223,846
Additions	119,345	59,361	-	178,706
Disposals	-	-	(20,532)	(20,532)
	________	_________	______	________
At end of year	2,360,239	1,021,781	-	3,382,020
	________	_________	______	________
Depreciation
At beginning of year	1,461,584	390,450	20,532	1,872,566
Charge for the year	549,330	178,170	-	727,500
Disposals	-	-	(20,532)	(20,532)
	________	_________	______	________
At end of year	2,010,914	568,620	-	2,579,534
	________	_________	______	________
Net book value At 31 December 2003	349,325	453,161	-	802,486
	________	_________	______	________
At 31 December 2002	779,310	571,970	-	1,351,280
	________	_________	______	________

Included above are assets acquired under finance leases as follows:

	Net book value 31 December 2003 €	Net book value 31 December 2002 €	Depreciation charge for year ended 31 December 2003 €
Computer equipment	33,473	156,214	122,741
Furniture and fittings	14,762	26,550	11,788
	_________	_________	_________
Total	48,235	182,764	134,529
	_________	_________	_________

10 Debtors: amounts falling due within one year

	2003 €	2002 €
Trade debtors	2,286,739	1,181,344
Prepayments and accrued income	606,096	412,564
Other income	38,628	51,981
	__________	__________
	2,931,463	1,645,889
	__________	__________

11 Creditors: amounts falling due within one year

	2003 €	2002 €
Bank loans and overdrafts	37,462	58,736
Finance lease obligations	24,133	182,492
Trade creditors	974,061	463,800
Accruals	1,579,390	1,294,582
Deferred revenue	4,147,933	6,504,465
Payroll taxes due	251,157	234,137
VAT payable	253,004	372,918
Other creditors	24,197	31,193
Foreign corporation tax	77,345	22,421
	__________	__________
	7,368,682	9,164,744
	__________	__________

12 Creditors: amounts falling due after more than one year

	2003 €	2002 €
Deferred revenue	2,692,214	-
Finance lease obligations	-	23,643
	__________	__________
	2,692,214	23,643
	__________	__________

13 Called-up share capital

Authorised	2003 €	2002 €
Equity shares
90,000,000 Ordinary shares of €0.125 each	11,250,000	11,250,000
5,000,000 "A" Ordinary shares of €0.125 each	625,000	625,000
3,000,000 "B" Ordinary shares of €0.125 each	375,000	375,000
Non-equity shares
2,000,000 "C" Ordinary Shares of €0.125 each	250,000	250,000
50,000,000 Series A Convertible Preference Shares of €0.125 each	6,250,000	6,250,000
	________	_________
	18,750,000	18,750,000
	________	_________

Allotted, called up and fully paid	2003 €	2002 €
Equity shares
12,137,328 Ordinary shares of €0.125 each (2002: 12,136,328)	1,517,166	1,517,041
3,350,000 "A" Ordinary shares of €0.125 each	418,750	418,750
1,360,000 "B" Ordinary shares of €0.125 each	170,000	170,000
Non-equity shares
304,933 "C" Ordinary Shares of €0.125 each	38,117	38,117
15,542,148 Series A Convertible Preference Shares of €0.125 each	1,942,768	1,942,768
	________	_________
	4,086,801	4,086,676
	________	_________

During the year ended 31 December 2003, 1,000 Ordinary shares of €0.125 each were issued for total cash proceeds of €805 in connection with the exercise of options. No shares were issued in the year ended 31 December 2002. Subsequent to the year end, 857,563 Series A Convertible Preference shares were converted into the same number of Ordinary shares.

Rights pertaining to shares

The "A" and "B" Ordinary shares rank pari passu with the Ordinary shares in respect of voting rights, dividends and on a winding up.

The "C" Ordinary shares rank pari passu with the Ordinary shares in every respect except that they have a liquidation preference representing a right to be repaid an amount equal to the capital (together with any premium) paid up together with an amount equal to 8% of the capital compounded annually from 19 October 2001 on a Liquidation Event (being the winding up of the Company or an Asset Sale or a Share Sale as defined in the company's Articles of Association). Thereafter, the holders of the "C" Ordinary shares shall not be entitled to any further participation in the profits or assets of the company.

The rights of the Series A Convertible Preference Shares ("Series A Shares") are as follows:

Voting: All of the rights normally associated with Ordinary shares including the rights to receive notice of and attend and vote at general meetings of the company. Each Series Share has the same voting rights as an Ordinary share.

Dividends: The holders of the Series A Shares shall be entitled to receive dividends on the shares held by them as if all of the Series A Shares had been converted into Ordinary shares.

Liquidation Event: In the case of a Liquidation Event (as defined above) the Series A Shares are entitled in priority to all other shareholders, except for the "C" Ordinary shareholders (with whom this entitlement ranks pari passu) to receive the greater of:

1. the capital (including any premium) compounded annually from 19 October 2001 at 8% or
2. the amount the Series A shareholders would receive if they converted their shares (excluding any accrued dividends) into Ordinary shares.

Thereafter, the Series A Shares are not entitled to any further participation in the profits or assets of the company.

Conversion: Any holder of Series A Shares shall be entitled at any time by giving notice in writing to the company to convert all or any of the Series A Shares held by such holder into Ordinary Shares at the rate of one Series A Share for one Ordinary Share, subject to any adjustment required under the company's Articles of Association if the company issues equity securities or grants any options, warrants or other shares or securities convertible into equity securities at a price per share less than the Fair Value (as defined in the company's Articles of Association).

The Series A Shares shall be convertible to Ordinary shares at the option of the Company in the following circumstances:

1. in the event that the holders of a majority of the outstanding Series A Shares consent to such conversion; or
2. immediately prior to the closing of a Qualified IPO (as defined in the company's Articles of Association).

The "C" Ordinary Shares and the Series A Shares are Non-equity shares as defined by FRS 4 "Capital Instruments".

Share Options

On 9 November 2001 the company approved a revised share option plan. This plan is open to directors, officers, employees and consultants of the group. The Board in its discretion determines the recipients of options and the final exercise price. Issued options may be exercised 20% on grant and 20% on each of the four anniversaries thereafter. Accelerated vesting takes place in the event of the sale of the group or the sale of its business. Options are in respect of Ordinary shares. The existing share option plan approved by the Board on 31 May 2000 remains in respect of those options already granted and to the extent that they are not cancelled.

During the year ended 31 December 2002, the company granted options over 2,069,910 Ordinary shares and options over 1,028,046 Ordinary shares were cancelled.

During the year ended 31 December 2003, the company granted options over 918,000 Ordinary shares, options over 611,756 Ordinary shares were cancelled and options over 1,000 Ordinary shares were exercised. There were options outstanding over a total of 5,059,662 Ordinary shares at 31 December 2003. A further 870,500 options over Ordinary shares were granted and 197,000 options over Ordinary shares were cancelled subsequent to the year end.

On 12 March 2004, the directors of the company agreed to re-price substantially all of the outstanding options by reducing the exercise prices to US$0.25 per share. All outstanding options vested on 20 April 2004 when the company's share capital was acquired by Siebel Systems Ireland Holdings Limited.

14 Share premium

	2003 €	2002 €
At start of year	34,755,467	34,686,627
Premium arising on shares issued	680	-
Share issue expenses	-	68,840
	_________	_________
At end of year	34,756,147	34,755,467
	_________	_________

15 Reconciliation of movement in shareholders' (deficit) / funds

	2003 €	2002 €
Opening shareholders' funds	4,433,472	13,258,147
Loss for the financial year	(6,644,944)	(8,893,515)
Issue of share capital	125	-
Increase in share premium	680	68,840
	__________	__________
Closing shareholders' (deficit) / funds	(2,210,667)	4,433,472
	__________	__________

16 Notes to the cash flow statement

(a) Reconciliation of operating loss to net cash outflow from operating activities:

	2003 €	2002 €
Operating loss	(6,606,936)	(9,189,540)
Depreciation	727,500	760,445
(Increase)/decrease in debtors	(1,285,574)	2,685,005
Increase/(decrease) in creditors	685,179	(1,401,489)
Increase/(decrease) in deferred revenue	335,682	(4,305,858)
	__________	__________
Net cash outflow from operating activities	(6,144,149)	(11,451,437)
	__________	__________

(b) Analysis of cash flows:

EX-99.3

Exhibit 99.3

SIEBEL SYSTEMS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED
FINANCIAL STATEMENTS

SIEBEL SYSTEMS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED
FINANCIAL STATEMENTS

The following unaudited pro forma combined condensed financial statements have been prepared to give effect to Siebel Systems, Inc.'s ("Siebel Systems") acquisition of Eontec Limited ("Eontec") through its wholly-owned subsidiary, Siebel Systems Ireland Holdings Limited, on April 20, 2004 (the "Acquisition"), using the purchase method of accounting and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma combined condensed financial statements. These unaudited pro forma combined condensed financial statements were prepared as if the Acquisition had been completed as of January 1, 2003 with respect to the statements of operations, and as of March 31, 2004 with respect to the balance sheet.

The unaudited pro forma combined condensed financial statements are based upon the respective historical financial statements of Siebel Systems and Eontec. These unaudited pro forma combined condensed financial statements should be read in conjunction with: (i) Siebel Systems' Quarterly Report on Form 10-Q for the quarter ended March 31, 2004 filed on April 30, 2004; (ii) Siebel Systems' Annual Report on Form 10-K for the year ended December 31, 2003 filed on March 12, 2004; (iii) Eontec's audited financial statements for the years ended December 31, 2003 and 2002, included in this Form 8-K as Exhibit 99.2; and (iv) the accompanying notes to the unaudited pro forma combined condensed financial statements. The financial statements of Eontec included as Exhibit 99.2 to this Form 8-K have been presented in Euros and prepared in accordance with generally accepted accounting principles in Ireland, whereas all amounts for Eontec included herein have been presented in U.S. dollars and prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP").

The unaudited pro forma combined condensed financial statements include adjustments, which are based upon preliminary estimates, to reflect the allocation of the purchase price to the acquired assets and assumed liabilities of Eontec. The purchase price allocation presented herein is preliminary, and final allocation of the purchase price will be based upon actual net tangible and intangible assets acquired as well as liabilities assumed as of the date of the Acquisition. Accordingly, final purchase accounting adjustments may differ from the pro forma adjustments presented herein.

The unaudited pro forma combined condensed financial statements are intended for informational purposes only and, in the opinion of management, are not necessarily indicative of the financial position or results of operations of Siebel Systems had the Acquisition actually been effected as of the dates indicated, nor are they indicative of Siebel Systems' future financial position or results of operations.

The unaudited pro forma combined condensed financial statements do not include potential cost savings from operating efficiencies or synergies that may result from the Acquisition.

SIEBEL SYSTEMS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEET
as of March 31, 2004
(in thousands)

                                                             Siebel
                                                             Systems      Eontec
                                                              as of       as of        Pro Forma       Pro Forma
                                                             3/31/04    3/31/04 (a)   Adjustments       Combined
                                                          ------------ ------------  ------------     ------------
Assets

Current assets:                                        
   Cash and cash equivalents...........................   $   659,685  $     3,097   $   (70,000)(b)  $   592,782
   Short-term investments..............................     1,473,242           --            --        1,473,242
                                                          ------------ ------------  ------------     ------------
          Total cash, cash equivalents,
             and short-term investments................     2,132,927        3,097       (70,000)       2,066,024

   Accounts receivable, net............................       231,097        3,623            --          234,720
   Deferred income taxes...............................        59,786           --            --           59,786
   Prepaids and other..................................        38,637        5,241        (4,421)(c)       39,457
                                                          ------------ ------------  ------------     ------------
          Total current assets.........................     2,462,447       11,961       (74,421)       2,399,987

Property and equipment, net............................       131,016          948          (413)(d)      131,551
Goodwill...............................................       144,795           --        52,593 (e)      197,388
Intangible assets, net.................................        11,576           --        17,300 (f)       28,876
Other assets...........................................        47,060           --            --           47,060
Deferred income taxes..................................        94,866           --        (2,912)(g)       91,954
                                                          ------------ ------------  ------------     ------------
          Total assets.................................   $ 2,891,760  $    12,909   $    (7,853)     $ 2,896,816
                                                          ============ ============  ============     ============

Liabilities and Stockholders' Equity (Deficit)

Current liabilities:
   Accounts payable....................................   $    13,570  $     1,214   $        --      $    14,784
   Accrued expenses....................................       303,080        2,402         3,586 (h)      309,068
   Restructuring obligations...........................        46,346           --            --           46,346
   Deferred revenue....................................       311,375       12,138        (8,284)(i)      315,229
                                                          ------------ ------------  ------------     ------------
          Total current liabilities....................       674,371       15,754        (4,698)         685,427

Restructuring obligations, less current portion........        98,697           --            --           98,697
Other long-term liabilities............................         6,478        2,650        (2,650)(i)        6,478
                                                          ------------ ------------  ------------     ------------
          Total liabilities............................       779,546       18,404        (7,348)         790,602
                                                          ------------ ------------  ------------     ------------

Stockholders' equity:
  Common stock.........................................           503           --            --              503
  Additional paid-in capital...........................     1,581,725       55,637       (55,637)(j)    1,581,725
  Deferred compensation................................        (1,235)      (2,575)        2,575 (j)       (1,235)
  Accumulated other comprehensive income...............        57,846           --            --           57,846
  Retained earnings (accumulated deficit)..............       473,375      (58,557)       58,557 (j)      467,375
                                                                                          (6,000)(k)
                                                          ------------ ------------  ------------     ------------
          Total stockholders' equity (deficit).........     2,112,214       (5,495)         (505)       2,106,214
                                                          ------------ ------------  ------------     ------------
          Total liabilities and stockholders' equity...   $ 2,891,760  $    12,909   $    (7,853)     $ 2,896,816
                                                          ============ ============  ============     ============

The accompanying notes are an integral part of these unaudited pro forma combined condensed financial statements.

SIEBEL SYSTEMS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
for the Three Months Ended March 31, 2004
(in thousands, except per share data)

                                                     Siebel Systems       Eontec
                                                      Three Months     Three Months
                                                         Ended            Ended        Pro Forma     Pro Forma
                                                        3/31/04         3/31/04 (l)   Adjustments     Combined
                                                     --------------    ------------   ------------   ----------
Revenues:
   Software......................................... $     126,799     $       715    $        --    $ 127,514
   Professional services, maintenance and other.....       202,488           1,786             --      204,274
                                                     --------------    ------------   ------------   ----------
       Total revenues...............................       329,287           2,501             --      331,788
                                                     --------------    ------------   ------------   ----------
Cost of revenues:
   Software.........................................         3,207              78            535 (m)    3,820
   Professional services, maintenance and other.....       107,925           1,932             80 (n)  109,937
                                                     --------------    ------------   ------------   ----------
       Total cost of revenues.......................       111,132           2,010            615      113,757
                                                     --------------    ------------   ------------   ----------
            Gross margin............................       218,155             491           (615)     218,031
                                                     --------------    ------------   ------------   ----------
Operating expenses:
   Product development..............................        72,024           2,869             --       74,893
   Sales and marketing..............................        86,257           3,492            258 (o)   90,007
   General and administrative.......................        21,574           1,248             --       22,822
   Restructuring and related expenses...............           598              --             --          598
                                                     --------------    ------------   ------------   ----------
       Total operating expenses.....................       180,453           7,609            258      188,320
                                                     --------------    ------------   ------------   ----------
            Operating income (loss).................        37,702          (7,118)          (873)      29,711
                                                     --------------    ------------   ------------   ----------
Other income, net:
   Interest and other income, net...................        12,075              19           (380)(p)   11,714
   Interest expense.................................          (320)            (14)            --         (334)
                                                     --------------    ------------   ------------   ----------
       Total other income, net......................        11,755               5           (380)      11,380
                                                     --------------    ------------   ------------   ----------
            Income (loss) before income taxes.......        49,457          (7,113)        (1,253)      41,091
Income tax expense (benefit)........................        17,805              11         (1,046)(q)   16,770
                                                     --------------    ------------   ------------   ----------
            Net income (loss)....................... $      31,652     $    (7,124)   $      (207)   $  24,321
                                                     ==============    ============   ============   ==========

Diluted net income (loss) per share................. $        0.06                                   $    0.04
                                                     ==============                                  ==========
Basic net income (loss) per share................... $        0.06                                   $    0.05
                                                     ==============                                  ==========

Shares used in diluted share computation............       546,401                                     546,401
                                                     ==============                                  ==========
Shares used in basic share computation..............       501,128                                     501,128
                                                     ==============                                  ==========

The accompanying notes are an integral part of these unaudited pro forma combined condensed financial statements.

SIEBEL SYSTEMS, INC.
UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
for the Year Ended December 31, 2003
(in thousands, except per share data)

                                                     Siebel Systems      Eontec
                                                       Year Ended      Year Ended      Pro Forma      Pro Forma
                                                        12/31/03       12/31/03 (l)   Adjustments     Combined
                                                     --------------   -------------   ------------   -----------
Revenues:
   Software......................................... $     482,274    $      4,144    $        --    $  486,418
   Professional services, maintenance and other.....       871,954           7,886             --       879,840
                                                     --------------   -------------   ------------   -----------
       Total revenues...............................     1,354,228          12,030             --     1,366,258
                                                     --------------   -------------   ------------   -----------
Cost of revenues:
   Software.........................................        18,357             123          2,140 (m)    20,620
   Professional services, maintenance and other.....       487,840           2,699          1,220 (n)   491,759
                                                     --------------   -------------   ------------   -----------
       Total cost of revenues.......................       506,197           2,822          3,360       512,379
                                                     --------------   -------------   ------------   -----------
            Gross margin............................       848,031           9,208         (3,360)      853,879
                                                     --------------   -------------   ------------   -----------
Operating expenses:
   Product development..............................       308,852           5,417             --       314,269
   Sales and marketing..............................       357,133           7,810          1,033 (0)   365,976
   General and administrative.......................       106,082           2,912             --       108,994
   Restructuring and related expenses...............       104,391           1,177             --       105,568
   Purchased in-process product development.........         5,312              --             --         5,312
                                                     --------------   -------------   ------------   -----------
       Total operating expenses.....................       881,770          17,316          1,033       900,119
                                                     --------------   -------------   ------------   -----------
            Operating loss..........................       (33,739)         (8,108)        (4,393)      (46,240)
                                                     --------------   -------------   ------------   -----------
Other income, net:
   Interest and other income, net...................        54,071             131         (1,777)(p)    52,425
   Loss on early extinguishment of debt.............       (10,711)             --             --       (10,711)
   Interest expense.................................       (14,927)            (66)            --       (14,993)
                                                     --------------   -------------   ------------   -----------
       Total other income, net......................        28,433              65         (1,777)       26,721
                                                     --------------   -------------   ------------   -----------
            Loss before income taxes................        (5,306)         (8,043)        (6,170)      (19,519)
Income tax benefit..................................        (1,910)            108         (1,777)(q)    (3,579)
                                                     --------------   -------------   ------------   -----------
            Net loss................................ $      (3,396)   $     (8,151)   $    (4,393)   $  (15,940)
                                                     ==============   =============   ============   ===========

Diluted net loss per share.......................... $       (0.01)                                  $    (0.03)
                                                     ==============                                  ===========
Basic net loss per share............................ $       (0.01)                                  $    (0.03)
                                                     ==============                                  ===========

Shares used in diluted share computation............       491,961                                      491,961
                                                     ==============                                  ===========
Shares used in basic share computation..............       491,961                                      491,961
                                                     ==============                                  ===========

The accompanying notes are an integral part of these unaudited pro forma combined condensed financial statements.

NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS

The unaudited pro forma combined condensed financial statements included herein have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information and certain footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") have been condensed or omitted pursuant to such rules and regulations; however, management believes that the disclosures are adequate to make the information presented not misleading.

1. BASIS OF PRO FORMA PRESENTATION

On April 20, 2004, Siebel Systems, through its wholly-owned subsidiary, Siebel Systems Ireland Holdings Limited, acquired all of the outstanding shares of Eontec, a global provider of multichannel retail banking solutions, for initial cash consideration of $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 former 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"). All amounts paid by Siebel Systems to the former shareholders of Eontec will be recorded as purchase price for the outstanding shares of Eontec. Amounts paid by Siebel Systems to the Employees will be recorded as compensation expense.

Siebel Systems expects the acquisition of Eontec to expand its banking solutions to include branch teller and Internet banking systems, creating one of the only retail banking solutions that enables banks to increase branch profitability using an integrated suite of financial transaction, marketing, sales, service and business intelligence capabilities. Siebel Systems also expects that this integrated solution will offer a standards-based, service oriented architecture to handle a wide range of customer interactions through multiple channels, including the branch, call center, Internet and ATM. Further, Siebel Systems expects to capitalize on the expertise of the Eontec management team in the retail banking market and their ability to develop new products using Siebel Systems' existing technology.

The unaudited pro forma combined condensed balance sheet as of March 31, 2004 was prepared by combining the historical consolidated condensed balance sheet data for Siebel Systems and Eontec as if the Acquisition had been consummated on March 31, 2004. The unaudited pro forma combined condensed statements of operations for the year ended December 31, 2003 and for the three months ended March 31, 2004 give effect to the Acquisition as if it had occurred on January 1, 2003.

2. PURCHASE PRICE ALLOCATION

The following represents the preliminary allocation of the purchase price paid for Eontec based on the estimated fair values of the acquired assets and assumed liabilities of Eontec as of March 31, 2004. The preliminary allocation of the purchase price may not be indicative of the final allocation of purchase price consideration. Actual fair values will be determined as more detailed analysis is completed and additional information becomes available related to the fair values of the assets acquired and liabilities assumed from Eontec on April 20, 2004.

The unaudited pro forma combined condensed financial statements reflect at total initial purchase price of $73.6 million (the "Initial Purchase Price"), consisting of the following: (i) the payment of the initial cash consideration of $70.0 million, and (ii) estimated transaction costs of $3.6 million. Under the purchase method of accounting, the Initial Purchase Price is allocated to Eontec's net tangible and intangible assets based upon their estimated fair value as of the date of the Acquisition. The Initial Purchase Price does not include any contingent earnout amounts. The preliminary purchase price allocation as of March 31, 2004 is as follows (in thousands):

Tangible assets:                                               
   Cash and cash equivalents....................... $    3,097
   Accounts receivable and other current assets....      4,443
   Property and equipment..........................        535
                                                    -----------
        Total tangible assets......................      8,075
                                                    -----------
Intangible assets:                                             
   Acquired technology.............................     10,700
   In-process research and development.............      6,000
   Customer relationships..........................      4,100
   Customer contracts..............................      2,500
   Goodwill........................................     52,593
                                                    -----------
        Total intangible assets....................     75,893
                                                    -----------
Liabilities assumed:                                           
   Accounts payable and other accrued liabilities..     (3,616)
   Deferred revenue................................     (3,854)
   Deferred tax liability..........................     (2,912)
                                                    -----------
        Total liabilities assumed..................    (10,382)
                                                    -----------
        Net assets acquired........................ $   73,586
                                                    ===========

The valuation of intangible assets in the above table was determined using the "income" valuation approach. A preliminary estimate of $52.6 million has been allocated to goodwill. Goodwill represents the excess of the purchase price over the fair value of the tangible and intangible assets acquired. In accordance with SFAS No. 142, "Goodwill and Other Intangible Assets," goodwill will not be amortized but will be tested for impairment at least annually. The purchase price allocation presented above is preliminary and final allocation of the purchase price will be based upon the actual fair values of the net tangible and intangible assets acquired, as well as liabilities assumed as of the date of the Acquisition. Any change in the fair value of the net assets of Eontec will change the amount of the purchase price allocable to goodwill. The final purchase accounting adjustments may differ materially from the pro forma adjustments presented herein.

There were no historical transactions between Siebel Systems and Eontec.

3. PRO FORMA ADJUSTMENTS

The unaudited pro forma combined condensed balance sheet and statements of operations give effect to the following pro forma adjustments:

Balance Sheet

1. Eontec's condensed balance sheet data reflect certain adjustments to conform the historical balance sheet from generally accepted accounting principles in Ireland to U.S. GAAP. Please refer to Note 21 to Eontec's consolidated financial statements, attached hereto as Exhibit 99.2, for a further description of the nature of these adjustments. Further, Eontec's condensed balance sheet data have been translated from the Euro to U.S. dollars using the exchange rate as of March 31, 2004.

2. To reflect the acquisition of all of the outstanding securities of Eontec for cash consideration of $70.0 million.

3. To eliminate deferred costs of $4.7 million associated with contracts accounted for by Eontec in accordance with the provisions of SOP 98-1 "Accounting for Performance of Construction-Type and Certain Production-Type Contracts." As these deferred costs have no future benefit to Siebel Systems, amounts were eliminated.

Partially offsetting the elimination of deferred costs is an adjustment to reflect $280,000 of "other receivables" associated with: (i) proceeds from employee options exercised at Acquisition and (ii) anticipated proceeds from the disposition of certain property and equipment at Acquisition.

4. To eliminate Eontec's property and equipment abandoned at the date of Acquisition and/or to adjust the historical values of Eontec's property and equipment to the estimated fair value as of the date of Acquisition.

5. To reflect goodwill of $52.6 million created as a result of the acquisition of Eontec.

6. To reflect the acquisition of the three identifiable intangible assets ("Acquired Technology," "Customer Relationships" and "Customer Contracts").

7. To reflect a net deferred tax liability of $2.9 million, which consists primarily of deferred tax liabilities associated with the acquired identifiable intangible assets. Eontec's net operating loss carryforwards ("NOL") have not been reflected in the accompanying unaudited pro forma combined condensed balance sheet, as the NOL may be limited.

8. To reflect an accrual for estimated transaction costs of $3.6 million, consisting primarily of professional fees incurred related to investment bankers, attorneys, accountants and valuation advisors.

9. To adjust Eontec's historical deferred revenue to the estimated fair value and/or to write off deferred revenue amounts where no legal performance obligations exist after the Acquisition.

10. To reflect the elimination of Eontec's historical stockholders' equity upon Acquisition.

11. To reflect the acquisition of in-process research and development, an intangible asset that will be charged to expense at Acquisition.

Statement of Operations

12. Eontec's condensed statements of operations data reflect certain adjustments to conform the historical statements of operations for the three months ended March 31, 2004 and the year ended December 31, 2003 from generally accepted accounting principles in Ireland to U.S. GAAP. Please refer to Note 21 to Eontec's consolidated financial statements, attached hereto as Exhibit 99.2, for a further description of the nature of these adjustments. Further, Eontec's condensed statements of operations for the three months ended March 31, 2004 and the year ended December 31, 2003 have been translated from the Euro to U.S. dollars using the average exchange rates during each of the respective periods.

Included in Eontec's statement of operations for the three months ended March 31, 2004 is a compensation charge of $4.3 million related to the repricing of certain of its stock options on March 12, 2004.

13. To reflect the amortization of the Acquired Technology intangible asset over an estimated useful life of five years.

14. To reflect the amortization of the Customer Contracts intangible asset over an estimated weighted-average useful life of three and half years.

15. To reflect the amortization of the Customer Relationships intangible asset over an estimated weighted-average useful life of four and half years.

16. To reflect the decrease in interest income related to the initial cash consideration of $70.0 million paid to the shareholders of Eontec. The reduction of interest income was based on assumed interest rates of approximately 2.5% and 2.2% during the year ended December 31, 2003 and the three months ended March 31, 2004, respectively.

17. To adjust the pro forma tax provision to reflect the estimated tax provision of the combined results of Siebel Systems and Eontec.