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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
ANNOUNCEMENT PURSUANT TO SECTION 21 (1) OF THE
GERMAN SECURITIES TRADING ACT
PUBLISHED ON DECEMBER 22, 1998
SAP AKTIENGESELLSCHAFT
SYSTEME, ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG
(Exact name of registrant as specified in its charter)
SAP CORPORATION
Systems, Applications and Products in Data Processing
(Translation of registrant's name into English)
Neurottstrasse 16
69190 Walldorf
Federal Republic of Germany
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports
under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [X]
If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-_______.
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SAP AKTIENGESELLSCHAFT
Systeme, Anwendungen, Produkte in der Datenverarbeitung
FORM 6-K
On December 22, 1998, SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in
der Datenverarbeitung, a stock corporation organized under the laws of the
Federal Republic of Germany (the "Company"), published in Germany an
Announcement Pursuant to Section 21 (1) of the German Securities Trading Act
(the "Section 21 (1) Announcement"). An English translation of the Section 21
(1) Announcement is attached as Exhibit 99.1 hereto and is incorporated by
reference herein. The Section 21 (1) Announcement sets forth certain information
required under applicable Germany securities laws with respect to the control
over voting securities in the Company by (i) the Hasso Plattner Foerderstiftung,
gemeinnuetzige GmbH (the "Stiftung"), (ii) the Hasso Plattner GmbH & Co.
Beteiligungs-KG (the "KG") and (iii) Prof. Dr. Hasso Plattner.
The Company has been informed by Prof. Dr. Plattner that he has
transferred certain voting shares in the Company to the Stiftung and the KG,
that he retains voting and dispositive power over such transferred shares, and
that the transfer of such shares does not represent a material change in Prof.
Dr. Plattner's beneficial ownership of voting shares in the Company, as
indicated in the Section 21(1) Announcement.
Any statements contained in this Form 6-K that are not historical facts are
forward-looking statements as defined in the Private Securities Litigation
Reform Act of 1995. Words such as "believe," "expect" and "project," as they
relate to the Company, are intended to identify such forward-looking statements.
The Company undertakes no obligation publicly to update or revise any
forward-looking statements. All forward-looking statements are subject to
various risks and uncertainties that could cause actual results to differ
materially from expectations. The factors that could affect the Company's future
financial results are discussed more fully in the Company's most recently filed
Form 20-F and Form F-1, as filed with the Securities and Exchange Commission on
June 22, 1998.
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Exhibits
Exhibit No. Exhibit
- ----------- -------
99.1 Announcement
Pursuant to Section
21 (1) of the German
Securities Trading
Act published on
December 22, 1998
(English translation).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
SAP AKTIENGESELLSCHAFT SYSTEME,
ANWENDUNGEN, PRODUKTE IN DER
DATENVERARBEITUNG
(Registrant)
By:/s/ Prof. Dr. Henning Kagermann
-------------------------------
Name: Prof. Dr. Henning Kagermann
Title: Co-Chairman and CEO
By: /s/ Volker Merk
---------------
Name: Volker Merk
Title: Head of Corporate Controlling
Date: December 23, 1998
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Exhibit Index
Exhibit No. Exhibit
- ----------- -------
99.1 Announcement
Pursuant to Section
21 (1) of the German
Securities Trading
Act published on
December 22, 1998
(English translation).
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EXHIBIT 99.1
[SAP Symbol][R]
SAP Aktiengesellschaft
Systeme, Anwendungen, Produkte
in der Datenverarbeitung
Walldorf/Baden
Announcement Pursuant to Section 21 (1) of the German Securities Trading Act
The Hasso Plattner Foerderstiftung, gemeinnuetzige GmbH, Walldorf, represented
by its managing director Prof. Dr. Hasso Plattner, has, by letter dated December
14, 1998, informed SAP AG that the voting shares of the company in SAP AG have
exceeded the threshold of 5% and now amount to 50.00%. Of this, 46.56% are to be
attributed to the company pursuant to Section 22 (1) No. 3 of the German
Securities Trading Act.
The Hasso Plattner GmbH & Co. Beteiligungs-KG, Walldorf, represented by its
managing partner with limited liability and procurator Prof. Dr. Hasso Plattner,
has, by letter dated December 14, 1998, informed SAP AG that the voting shares
of the company in SAP AG have exceeded the threshold of 5% and now amount to
54.64%. Of this, 37.57% are to be attributed to the company pursuant to Section
22 (1) No. 3 of the German Securities Trading Act.
Prof. Dr. Hasso Plattner, Schriesheim, has, by letter dated December 15, 1998,
informed SAP AG that his voting shares in SAP AG continue to exceed the
threshold of 50% and now amount to 54.64%. Of this, 4.64% are to be attributed
to Prof. Dr. Plattner exclusively pursuant to Section 22 (1) of the German
Securities Trading Act and 50.00% pursuant to Section 22 (1) No. 3 of the German
Securities Trading Act. This includes 12.43% which are attributed to Prof. Dr.
Plattner pursuant to Section 22 (1) No. 2 of the Securities Trading Act.
