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Registration No. 333-
As filed with the Securities and Exchange Commission on September 30, 1998
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 CANADA, INC. EMPLOYEE DISCOUNT ADR 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:
Michael L. Pillion, Esq.
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 10,000 $421.6723 $4,216,723 $1,243.93
Shares without nominal
value
</TABLE>
(1) American Depositary Shares, 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, filed June 23, 1998, as amended on June 26, 1998
by Post-Effective Amendment No. 1 (Registration No. 333-9016).
(2) In accordance with Rule 416(a), this registration statement (this
"Registration Statement") also relates to an indeterminate number of
Preference Shares that may be acquired upon the occurrence of certain
events specified in the SAP Canada, Inc. Employee Discount ADR 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
830, which was the average of the high and low sales price for a
Preference Share as reported on the Frankfurt Stock Exchange on
September 25, 1998, a date within five business days prior to the date
of filing of this Registration Statement, divided by the noon buying
rate in New York City for cable transfers in Deutsche Marks as
certified for customs purposes by the Federal Reserve Bank of New York
on September 25, 1998, which was DM 1.6731 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 who
participates in 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;
(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;
(e) The Company's Report of Foreign Private Issuer on Form 6-K
(Registration No. 001-14251), filed with the Commission on August 3,
1998;
(f) The Company's Report of Foreign Private Issuer on Form 6-K
(Registration No. 001-14251), filed with the Commission on September
4, 1998; and
(g) The Company's Report of Foreign Private Issuer on Form 6-K
(Registration No. 001-14251), filed with the Commission on September
11, 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 Receipt. (1)
23.1 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.
(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 September 29, 1998.
SAP AKTIENGESELLSCHAFT
SYSTEME, ANWENDUNGEN, PRODUKTE IN DER
DATENVERARBEITUNG
By: /s/ Prof. Dr. Henning Kagermann
------------------------------------
Name: Prof. Dr. Henning Kagermann
Title: Co-Speaker 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 and John Milana, and each of
them (with full power in each of them to act alone), 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 attorneys-in-fact and agents, and each of them,
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 attorneys-in-fact and agents or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLES DATES
<S> <C> <C>
/s/ Prof. Dr. h.c. Hasso Plattner Co-Speaker of the Executive Board September 29, 1998
- ------------------------------------- (Co-Principal Executive Officer)
Prof. Dr. h.c. Hasso Plattner
/s/ Prof. Dr. Henning Kagermann Co-Speaker of the Executive Board September 29, 1998
- ------------------------------------- (Co-Principal Executive Officer)
Prof. Dr. Henning Kagermann
/s/ Dr. Peter Zencke Member of the Executive Board September 29, 1998
- -------------------------------------
Dr. Peter Zencke
/s/ Dr. Claus Heinrich Member of the Executive Board September 29, 1998
- -------------------------------------
Dr. Claus Heinrich
/s/ Gerhard Oswald Member of the Executive Board September 29, 1998
- -------------------------------------
Gerhard Oswald
/s/ Dieter Matheis Principal Financial Officer; September 29, 1998
- ------------------------------------- Principal Accounting Officer
Dieter Matheis
/s/ Kevin McKay Authorized Representative in the September 29, 1998
- ------------------------------------- United States
Kevin McKay
</TABLE>
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)
23.1 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).
<PAGE> 1
EXHIBIT 23.1
[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") 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., September 29, 1998
ARTHUR ANDERSEN
Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft mbH
/s/ Prof. Dr. Weber /s/ Klein
------------------- -----------------
Prof. Dr. Weber Klein
Wirtschaftsprufer Wirtschaftsprufer
