<PAGE> 1
As filed with the Securities and Exchange
Commission on July 19, 2000
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. 401(k) Profit Sharing Plan and Trust
(Full title of the plan)
--------------------
Corporation Trust Company Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801 302-658-7581
(Name and address including telephone number and
area code, of agent for service)
Copies to:
Michael Pillion, Esq.
Morgan, Lewis & Bockius LLP 1701 Market Street
Philadelphia, PA 19103-2921 (215) 963-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum
Title of Securities Amount to be Offering Price Proposed Maximum Amount of
to be Registered(1) Registered (2)(3) per Share(4) Aggregate Offering Price(4) Registration Fee(5)
------------------- ----------------- ---------------- --------------------------- -------------------
<S> <C> <C> <C> <C>
Non-Voting Preference 250,000 $192.03 $48,007,500 $12,674
Shares without
nominal value
</TABLE>
(1) In addition, pursuant to Rule 416(c) promulgated under the Securities Act
of 1933, as amended, this Registration Statement also covers an indeterminate
amount of plan interests to be offered or sold pursuant to the SAP America, Inc.
401(k) Profit Sharing Plan and Trust (the "401(k) Plan"). Pursuant to Rule
457(h)(2) under the Securities Act of 1933, as amended, no registration fee is
required with respect to such interests in the 401(k) Plan.
<PAGE> 2
(2) American Depositary Shares (the "ADSs"), each representing one-fourth 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 (x) a separate Registration Statement on Form
F-6, as amended on June 26, 1998 by Post-Effective Amendment No. 1 (Registration
No. 333-9016) and (y) a separate Registration Statement on Form F-6
(Registration No. 333-12180).
(3) In accordance with Rule 416(a), 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, including stock
splits, stock dividends or similar transactions, specified in the 401(k) Plan.
(4) Estimated pursuant to paragraphs (c) and (h)(1) of Rule 457 of the
Securities Act of 1933, as amended, solely for the purpose of calculating the
registration fee, based on the average of the high and low prices for the
Preference Shares on June 12, 2000, and based on a currency translation of
Euro 0.9401 per $1.00, 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 (the "Noon Buying Rate") for July 12, 2000.
(5) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended, as follows: proposed maximum aggregate offering price multiplied by
.000264.
<PAGE> 3
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 this Registration Statement on Form S-8 will be sent or given to each person
who participates in the 401(k) Plan. Such documents and the documents
incorporated by reference in this Registration Statement on Form S-8 pursuant to
Item 3 of Part II hereof, taken together, constitute the Section 10(a)
prospectus.
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by SAP Aktiengesellschaft Systeme,
Anwendungen, Produkte in der Datenverarbeitung, a German stock corporation (the
"Company"), with the U.S. Securities and Exchange Commission (the "Commission"),
are incorporated by reference in this Registration Statement and made a part
hereof:
(a) The Company's Annual Report on Form 20-F, filed with the Commission on
April 7, 2000, as amended by Form 20-F/A, filed with the Commission on June
23, 2000, which contains audited financial statements for the year ended
December 31, 1999;
(b) The Company's Reports of Foreign Private Issuer on Form 6-K, filed with
the Commission on January 12, 2000, January 24, 2000, January 26, 2000,
March 15, 2000, April 18, 2000, April 20, 2000, April 27, 2000, and May 11,
2000; and
(c) The description of the Preference Shares contained in the Company's
Registration Statement on Form 20-F, filed with the Commission on June 28,
1998, including any amendment or report filed for the purpose of updating
such description.
All reports and other documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or filed with the
Commission by the 401(k) Plan pursuant to Section 15(d) of 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.
<PAGE> 5
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------ -------
<S> <C>
4.1 Amended and Restated Deposit Agreement 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)
4.2 Non-Standardized Safe Harbor Adoption Agreement.
4.3 Prototype 401(K) Savings Plan.
4.4 SAP America, Inc. 401(K) Profit Sharing Plan & Trust Amendment
97-1
4.5 SAP America, Inc. 401(K) Profit Sharing Plan & Trust Amendment 99-1
4.6 Articles of Association (Satzung) as amended to date (2)
5.1 Internal Revenue Service Determination Letter
23.1 Consent of ARTHUR ANDERSEN Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft mbH.
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
</TABLE>
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(1) Incorporated by reference to Exhibit 4.1 of the Company's Form 20-F/A,
filed with the Commission on June 23, 2000.
(2) Incorporated by reference to Exhibit 3.1 of the Company's Form 20-F,
filed with the Commission on April 7, 2000.
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-
<PAGE> 6
effectiveamendment 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.
(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.
<PAGE> 7
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 19, 2000.
SAP AKTIENGESELLSCHAFT
SYSTEME, ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG
By: /s/ Henning Kagermann
------------------------------
Name: Prof. Dr. Henning Kagermann
Title: Co-Chairman and CEO
By: /s/ Dieter Matheis
------------------------------
Name: Dieter Matheis
Title: CFO
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Dr. Henning Kagermann, Dieter Matheis and Michael
Junge, 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 subsequent registration statements pursuant to
Instruction E of Form S-8 under the U.S. Securities Act of 1933, as amended, and
any or all amendments (including post-effective amendments) to this Registration
Statement or any such subsequent registration statement, and to file such
subsequent registration statements and such amendments, 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/ Hasso Plattner Co-Speaker of the Executive Board July 19, 2000
------------------ (Co-Principal Executive Officer)
Prof. Dr. h.c. Hasso Plattner
/s/ Henning Kagermann Co-Speaker of the Executive Board July 19, 2000
--------------------- (Co-Principal Executive Officer)
Prof. Dr. Henning Kagermann
/s/ Peter Zencke Member of the Executive Board July 19, 2000
----------------
Dr. Peter Zencke
/s/ Claus Heinrich Member of the Executive Board July 19, 2000
------------------
Dr. Claus Heinrich
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
Signatures Titles Dates
---------- ------ -----
<S> <C> <C>
/s/ Gerhard Oswald Member of the Executive Board July 19, 2000
------------------
Gerhard Oswald
/s/ Dieter Matheis Principal Accounting Officer July 19, 2000
------------------
Dieter Matheis
/s/ Wolfgang Kemna Authorized Representative in the United States July 19, 2000
------------------
Wolfgang Kemna
</TABLE>
<PAGE> 9
THE PLAN
Pursuant to the requirements of the Securities Act of 1933, as amended, the
plan administrator has duly caused this Registration Statement to be signed on
the 401(k) Plan's behalf by the undersigned, thereunto duly authorized, in the
City of Newtown Square, State of Pennsylvania, on July 19, 2000.
SAP AMERICA, INC. 401(k) PROFIT SHARING PLAN AND TRUST
By: /s/ James Devine
__________________________________________________
James Devine, As Plan Administrator
<PAGE> 10
INDEX TO EXHIBITS
The following is a list of exhibits filed as part of this Registration
Statement:
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
------ -------
<S> <C>
4.1 Amended and Restated Deposit Agreement 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)
4.2 Non-Standardized Safe Harbor Adoption Agreement
4.3 Prototype 401(k) Savings Plan
4.4 SAP America, Inc. 401(k) Profit Sharing Plan & Trust
Amendment 97-1
4.5 SAP America, Inc. 401(k) Profit Sharing Plan & Trust
Amendment 99-1
4.6 Articles of Association (Satzung) as amended to date (2)
5.1 Internal Revenue Service Determination Letter
23.1 Consent of ARTHUR ANDERSEN Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft mbH.
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
</TABLE>
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(1) Incorporated by reference to Exhibit 4.1 of the Company's Form 20-F/A,
filed with the Commission on June 23, 2000.
(2) Incorporated by reference to Exhibit 3.1 of the Company's Form 20-F,
filed with the Commission on April 7, 2000.
