You will only need to sysprep the machine if you want the original machine to remain online after the new VM has been created which is typically not the case. If you do want to sysprep it you can get the files from the Server 2003 install media and place it in the proper folder on the vCenter server for OS Customization or you can just fire up the VM and run sysprep through the OS which has the sysprep files.
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