<PAGE> 1
As filed with the Securities and Exchange Commission on July 31, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SAP AKTIENGESELLSCHAFT SYSTEME,
ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG
(Exact name of registrant as specified in its charter)
Federal Republic of Germany Inapplicable
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
Neurottstrasse 16
69190 Walldorf
Federal Republic of Germany
(Address, including zip code, of registrant's principal executive offices)
SAP AMERICA, INC. EMPLOYEE DISCOUNT STOCK PURCHASE PLAN
(Full title of the plan)
Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
302-658-7581
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Peter Y. Solmssen
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of securities Proposed maximum Proposed maximum
to be Amount to be offering price aggregate Amount of
registered (1) registered (2) per share (3) offering price (3) registration fee
<S> <C> <C> <C> <C>
Non-Voting Preference 100,000 $574.89427 $57,489,427 $16,959.38
Shares without nominal
value
</TABLE>
(1) American Depositary Shares (the "ADSs"), each representing one-twelfth
of one non-voting preference share, without nominal value (the
"Preference Shares"), of SAP Aktiengesellschaft Systeme, Anwendungen,
Produkte in der Datenverarbeitung (the "Company"), issuable upon
deposit of the Preference Shares, have been registered on a separate
Registration Statement on Form F-6, as amended on June 26, 1998 by
Post-Effective Amendment No. 1 (Registration No. 333-9016).
(2) In accordance with Rule 416, this registration statement (this
"Registration Statement") also relates to an indeterminate number of
Preference Shares that may be issued, without the receipt of
consideration, upon the occurrence of certain events specified in the
SAP America, Inc. Employee Discount Stock Purchase Plan (the "Plan").
(3) Estimated pursuant to paragraphs (c) and (h)(1) of Rule 457 solely for
the purpose of calculating the registration fee, based upon 85% of DM
1199.5, which was the average of the high and low sales price for a
Preference Share as reported on the Frankfurt Stock Exchange on July
29, 1998, a date within five business days of the date of filing of
this Registration Statement, multiplied by the noon buying rate in New
York City for cable transfers in foreign currencies as certified for
customs purposes by the Federal Reserve Bank of New York on July 29,
1998, which was DM 1.7735 per Dollar.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.*/
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*/
- --------
*/ Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended
(the "Securities Act"), documents containing the information specified
in Part I of Form S-8 will be sent or given to each person resident in
the United States granted options under the Plan. Such documents and
the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II hereof, taken together, constitute the
Section 10(a) prospectus.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as filed by the Company with the United States
Securities and Exchange Commission (the "Commission"), are incorporated by
reference in this Registration Statement and made a part hereof:
(a) The Company's Registration Statement on Form 20-F, filed with the
Commission on June 22, 1998 (Registration No. 001-14251) (the "Form
20-F"), which contains audited financial statements for the year ended
December 31, 1997;
(b) The description of the Preference Shares contained in the Form
20-F, including any amendment or report filed for the purpose of
updating such description;
(c) The Company's Report of Foreign Private Issuer on Form 6-K
(Registration No. 001-14251), filed with the Commission on July 13,
1998; and
(d) The Company's Report of Foreign Private Issuer on Form 6-K
(Registration No. 001-14251), filed with the Commission on July 24,
1998.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. Any statement contained in any document, all or a portion of
which is incorporated by reference herein, shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained or incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The Preference Shares are registered pursuant to Section 12(b) of the
Exchange Act and, therefore, the description of securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company has undertaken to indemnify its directors and officers, to
the extent permitted by applicable law, against certain liabilities, including
liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this Registration
Statement.
Exhibit
Number Exhibit
- ------ -------
4.1 Amended and Restated Deposit Agreement, dated as of June 26,
1998, among the Company, The Bank of New York, as Depositary,
and all owners and holders from time to time of American
Depositary Receipts issued thereunder, including the form of
American Depositary Receipts. (1)
5.1 Opinion of Morgan, Lewis & Bockius LLP as to the validity of
the Preference Shares covered by this Registration Statement.
23.1 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit
5.1).
23.2 Consent of ARTHUR ANDERSEN Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft mbH.
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
- --------------------------------------------
(1) Incorporated by reference to Exhibit A to Post-Effective Amendment No.
1, filed on June 26, 1998, to the Registration Statement on Form F-6
(Registration No. 333-9016).
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to the registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Walldorf, Germany, on July 31, 1998.
SAP AKTIENGESELLSCHAFT
SYSTEME, ANWENDUNGEN, PRODUKTE IN DER
DATENVERARBEITUNG
By: /s/ Prof. Dr. Henning Kagermann
------------------------------------
Name: Prof. Dr. Henning Kagermann
Title: Member of the Executive Board
By: /s/ Dieter Matheis
------------------------------------
Name: Dieter Matheis
Title: Principal Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Kevin McKay his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 31,1998.
SIGNATURE
TITLE
/s/ Prof. Dr. h.c. Hasso Plattner Co-Speaker of the Executive Board
- -------------------------------------
Prof. Dr. h.c. Hasso Plattner
/s/ Prof. Dr. Henning Kagermann Co-Speaker of the Executive Board
- -------------------------------------
Prof. Dr. Henning Kagermann
/s/ Dr. Peter Zencke Member of the Executive Board
- -------------------------------------
Dr. Peter Zencke
/s/ Dr. Claus Heinrich Member of the Executive Board
- -------------------------------------
Dr. Claus Heinrich
/s/ Gerhard Oswald Member of the Executive Board
- -------------------------------------
Gerhard Oswald
/s/ Paul Wahl Member of the Executive Board
- -------------------------------------
Paul Wahl
/s/ Dieter Matheis Principal Financial Officer;
- ------------------------------------- Principal Accounting Officer
Dieter Matheis
/s/ Kevin McKay Authorized Representative in the
- ------------------------------------- United States
Kevin McKay
S-1
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INDEX TO EXHIBITS
Exhibit Number Exhibit Page
-------------- ------- ----
4.1 Amended and Restated Deposit Agreement, dated as of
June 26, 1998, among the Company, The Bank of New
York, as Depositary, and all owners and holders from
time to time of American Depositary Receipts issued
thereunder, including the form of American Depositary
Receipts. (1)
5.1 Opinion of Morgan, Lewis & Bockius LLP as to the
validity of the Preference Shares covered by this
Registration Statement.
23.1 Consent of Morgan, Lewis & Bockius LLP (included in
Exhibit 5.1).
23.2 Consent of ARTHUR ANDERSEN
Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft mbH.
24.1 Power of Attorney (set forth on the signature page of
this Registration Statement).
- --------------------------------------------
(1) Incorporated by reference to Exhibit A to Post-Effective Amendment No.
1, filed on June 26, 1998, to the Registration Statement on Form F-6
(Registration No. 333-9016).
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EXHIBIT 5.1
Morgan, Lewis & Bockius LLP
Guiollettstrasse 54
60325 Frankfurt am Main
Federal Republic of Germany
July 31, 1998
SAP Aktiengesellschaft Systeme, Anwendungen,
Produkte in der Datenverarbeitung
Neurottstrasse 16
69190 Walldorf
Federal Republic of Germany
Re: Form S-8 Registration Statement Relating to the SAP
America, Inc. Employee Discount Stock Purchase Plan (the "Plan")
As your counsel, we have assisted in the preparation of the above-referenced
registration statement (the "Registration Statement") for filing with the United
States Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations promulgated thereunder.
The Registration Statement relates to 100,000 non-voting preference shares,
without nominal value (the "Preference Shares"), of SAP Aktiengesellschaft
Systeme, Anwendungen, Produkte in der Datenverarbeitung (the "Company"), which
may be offered pursuant to the Plan in the form of American Depositary Shares
(the "ADS") evidenced by American Depositary Receipts, each ADS representing
one-twelfth of one Preference Share. For purposes of this opinion we have
examined the Company's Articles of Association (Satzung) and such other
documents as we have deemed appropriate. In our examination, we have assumed the
genuineness of all signatures, the authenticity of all items submitted to us as
originals, and the conformity with originals of all items submitted to us as
copies. Furthermore, we have relied as to certain factual matters on information
obtained from officers of the Company.
Based upon the foregoing, it is our opinion that the Preference Shares are
validly issued, fully paid and non-assessable under the laws of the Federal
Republic of Germany.
The foregoing opinion is limited to the laws of the Federal Republic of Germany
and we express no opinion as to the laws of any other jurisdiction.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement. In giving such consent, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules or regulations of the Commission thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
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EXHIBIT 23.2
[LETTERHEAD OF ARTHUR ANDERSEN Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft mbH]
Consent of Independent Accountants
We consent to the incorporation by reference in the Registration Statement on
Form S-8, filed by SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der
Datenverarbeitung (the "Company") with the Securities and Exchange Commission
(the "Commission") on July 31, 1998, of our report dated February 18, 1998,
contained in the Company's Registration Statement on Form 20-F, filed with the
Commission on June 22, 1998, relating to the consolidated balance sheets of the
Company and its subsidiaries as of December 31, 1997 and 1996 and the related
consolidated income statements for each of the three years in the period ended
December 31, 1997.
Eschborn/Frankfurt/M.
July 31, 1998
ARTHUR ANDERSEN
Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft mbH
/s/ Dierk Borchert /s/ Klein
for Prof. Dr. Weber Klein
Wirtschaftsprufer Wirtschaftsprufer
