<PAGE> 1
As filed with the Securities and Exchange Commission on February 14, 2000
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 AG 2000 Long Term Incentive Plan
(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:
George G. Yearsich, Esq.
Morgan, Lewis & Bockius LLP
1800 M Street, N.W.
Washington, D.C. 20036-5869
(202) 467-7255
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per security aggregate offering price registration fee
- ------------------------------------ ----------------- --------------------------- ------------------------ ------------------
<S> <C> <C> <C> <C>
Non-Interest Bearing Convertible
Bonds, par value Euro 3 each $173,000 $ 3.07(1) $531,110 $140(3)
- ----------------------------------------------------------------------------------------------------------------------------------
Non-Voting Preference Shares without
nominal value 216,250(4) $854.34(5) $184,751,025 $48,774
==================================================================================================================================
</TABLE>
(1) Represents the face value in U.S. dollars of the options in the form of
non-interest bearing convertible bonds, par value Euro 3 each (the
"Convertible Bonds"), based on a currency translation of Euro 0.9783 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 February 7, 2000.
(2) The principal amount being registered represents the maximum principal
amount in U.S. dollars of the options in the form of Convertible Bonds
that may be issued to persons resident in the United States ("U.S.
Persons") under the SAP AG 2000 Long Term Incentive Plan (the "Plan") based
on a currency translation of Euro 0.9783 per $1.00, the Noon Buying Rate
for February 7, 2000.
(3) The registration fee for the maximum number of non-voting preference shares
without nominal value (the "Preference Shares") into which the options in
the form of Convertible Bonds registered hereunder are convertible is
included in the calculation of the registration fee for the Preference
Shares below.
(4) Represents the maximum number of Preference Shares issuable to U.S. Persons
upon (i) the conversion of the options in the form of Convertible Bonds
covered by this Registration Statement and (ii) the exercise of stock
options under the Plan. In addition, pursuant to Rule 416(a), this
Registration Statement also covers such indeterminate number of additional
Preference Shares as is necessary to eliminate any dilutive effect of any
future stock split, stock dividend or similar transaction.
<PAGE> 2
(5) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based
on the average high and low prices reported on the Frankfurt Stock Exchange
on February 7, 2000 converted to U.S. dollars based on a currency
translation of Euro 0.9783 per $1.00, the Noon Buying Rate on February 7,
2000.
<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 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.
I-1
<PAGE> 4
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, as 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
May 18, 1999, which contains audited financial statements for the year
ended December 31, 1998;
(b) The Company's Reports of Foreign Private Issuer on Form 6-K, filed with
the Commission on January 8, 1999, January 29, 1999, March 22, 1999, March
26, 1999, April 1, 1999, April 26, 1999, July 23, 1999, October 15, 1999,
October 21, 1999, December 15, 1999 January 12, 2000, January 24, 2000, and
January 26, 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 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.
I. Convertible Bonds.
-----------------
Subject to the approval of the Company's supervisory board (the "Supervisory
Board"), the Company's executive board (the "Executive Board") is authorized to
issue not more than 5,000,000 options in the form of non-interest bearing
convertible bonds, par value Euro 3 each (the "Convertible Bonds"), not later
than December 31, 2004 under the SAP AG 2000 Long Term Incentive Plan (the
"Plan"). The options in the form of Convertible Bonds shall not bear interest.
Their term shall not exceed ten years. Each option in the form of a Convertible
Bond shall carry the right to convert to one non-voting preference share without
par value of the Company ("Preference Share").
In order to qualify for the exemption provided by Rule 4a-1 of the General Rules
and Regulations under the Trust Indenture Act of 1939, as amended, the Company
will not issue options in the form of Convertible Bonds registered hereunder
under the Plan to persons resident in the United States with an aggregate
principal amount exceeding $5,000,000 within any period of 12 consecutive
months.
II-1
<PAGE> 5
The following conditions shall apply to the issuance of options in the form of
Convertible Bonds under the Plan:
(1) Beneficiaries. The options in the form of Convertible Bonds may be issued
only to the following persons (the "Eligible Persons"): (i) members of the
Executive Board; (ii) members of the executive boards of affiliated companies
(verbundene Unternehmen) of SAP AG within the meaning of Article 15 of the
German Stock Corporation Act ("Group Companies"); and (iii) selected Company and
Group Company managers and top performers. The authorization to issue options in
the form of Convertible Bonds to members of the Executive Board is granted
solely to the Supervisory Board. The Eligible Persons to whom options in the
form of Convertible Bonds will be offered under the Plan (the "Beneficiaries")
will be determined by the Executive Board, except that where the Beneficiaries
are members of the Executive Board, the Supervisory Board alone will determine
the individual Beneficiaries and the number of options in the form of
Convertible Bonds to be offered to each and will issue the options in the form
of Convertible Bonds.
The options in the form of Convertible Bonds may also be transferred to a credit
institution subject to a duty to transfer them at the instruction of the Company
to Beneficiaries, who alone are entitled to exercise the conversion rights.
(2) Conversion Rights. Each option in the form of a Convertible Bond entitles
its holder to purchase one Preference Share. The terms applying to the options
in the form of Convertible Bonds may provide that the Company, at its option,
may elect to satisfy the Beneficiary's conversion right by issuing to the
Beneficiary Preference Shares acquired by the Company rather than new Preference
Shares issued pursuant to the contingent capital increase approved at the
Extraordinary Shareholders' Meeting on January 18, 1999. All decisions
concerning the issue of Preference Shares acquired by the Company to
Beneficiaries who are members of the Executive Board will be made solely by the
Supervisory Board.
(3) Times of Issue. The options in the form of Convertible Bonds will be issued
in not fewer than three annual tranches, and not more than 50% of the total
quantity to be issued will be included in any single tranche. Options in the
form of Convertible Bonds will not be issued between the sixteenth day of the
last month of a fiscal quarter and the day on which the Company announces the
provisional results for that quarter (inclusive), nor will they be issued
between March 16 in any year and the day of the Company's Annual General Meeting
(inclusive). The "Issue Date" means the date on which the Company or the credit
institution managing the issue for the Company accepts the Beneficiary's
subscription.
(4) Vesting Periods; Conversion Times; Conversion Days. Beneficiaries may not
convert their options in the form of Convertible Bonds until a vesting period
has elapsed. The vesting period for 33% of a Beneficiary's conversion rights
ends two years after the Issue Date of the options in the form of Convertible
Bonds. The vesting period for the next 33% ends three years after the Issue Date
of the options in the form of Convertible Bonds, and the vesting period for the
balance ends four years after the Issue Date of the options in the form of
Convertible Bonds. Each of the options in the form of Convertible Bonds are
exercisable only in whole; partial exercise of an option in the form of a
Convertible Bond is excluded.
Options in the form of Convertible Bonds cannot be exercised (i) between the
sixteenth day of the last month of a fiscal quarter and the day on which the
Company announces its provisional results for that quarter (inclusive) and
(ii) between March 16 in any year and the day of the Company's annual general
meeting (inclusive).
(5) Conversion Price and Additional Cash Payment. The conversion price for a
Preference Share shall equal the closing price of the Preference Shares quoted
on the Frankfurt Stock Exchange in the XETRA trading system (or successor
system) on the last day of trading prior to the Issue Date of the options in the
form of Convertible Bond. When Beneficiaries exercise their conversion rights,
they will make an additional payment for each Preference Share equal to the
amount by which the conversion price of the Preference Share exceeds the par
value of the converted option in the form of Convertible Bond. The conversion
price will be not less than the lowest issue price within the meaning of Article
9(1) of the German Stock Corporation Act.
II-2
<PAGE> 6
The terms applying to the options in the form of Convertible Bonds may provide
that if, during the term of the options in the form of Convertible Bonds, the
capital stock of the Company is increased by the issue of new shares or sale of
own shares owned by the Company, and holders of Preference Shares are granted
subscription rights with respect thereto, then the conversion price shall be
reduced in proportion as the price of preemptive rights of holders of Preference
Shares averaged over all the days on which the preemptive rights were traded on
the Frankfurt Stock Exchange stands in relation to the Preference Share closing
price in the Frankfurt Stock Exchange XETRA trading system (or its successor
system) on the last trading day before the issue of the shares on exercise of
the preemptive right. Such a reduction will not be applied if the holders of the
options in the form of Convertible Bonds are afforded subscription rights that
are equivalent to the subscription rights of the holders of Preference Shares.
The conversion price and number of Preference Shares issuable upon exercise of
the options in the form of Convertible Bonds are also subject to adjustment in
the event of changes in corporate structure or capitalization during the term of
the Convertible Bonds.
(6) Nonnegotiability. The options in the form of Convertible Bonds are not
negotiable. Holders of the associated conversion rights may only exercise those
rights while they are employees of the Company or a Group Company and
termination notice has not been given with respect to their employment.
Notwithstanding the foregoing provision, holders of conversion rights for which
the vesting period set forth in (4) above has expired at the time when
employment termination notice is served or at the time when the employment ends
if it is not terminated by notice may exercise their conversion rights within a
grace period of three months after employment termination notice is served or
the employment ends, subject to the provisions in (4) above concerning times
when conversion rights cannot be exercised. If these conversion rights are not
exercised within the grace period, they shall lapse at the end thereof.
Conversion rights for which the vesting period set forth in (4) above has not
expired shall lapse at the time when employment termination notice is served or
at the time when the employment ends if it is not terminated by notice. Special
provision may be made for cases of death, retirement, mutually agreed
termination, and hardship. This also applies for cases where the Company
transfers its participation in Group Companies to third parties.
(7) Other Provisions. The Executive Board is authorized to adopt additional
terms applying to the Convertible Bond program and detail terms applying to the
issue and structure of the options in the form of Convertible Bonds, subject to
approval by the Supervisory Board. The Supervisory Board shall adopt additional
terms applying to the Convertible Bond program as well as terms applying to the
issue and structure of the options in the form of Convertible Bonds where the
Beneficiaries are Executive Board members.
II. Preference Shares.
The Preference Shares are registered pursuant to Section 12(b) of the Exchange
Act and, therefore, the description of securities with respect thereto 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.
II-3
<PAGE> 7
ITEM 8. EXHIBITS.
The following is a list of exhibits filed as part of this Registration
Statement:
Exhibit
Number Exhibit
- ------- -------
4.1 Terms applicable to the Convertible Bonds.
5.1 Opinion of Michael Junge as to the validity of the Convertible
Bonds and the Preference Shares covered by this Registration
Statement.
23.1 Consent of Michael Junge (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).
- -------------
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.
II-4
<PAGE> 8
(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 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.
II-5
<PAGE> 9
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 February 14, 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 February 14, 2000
Prof. Dr. h.c. Hasso Plattner (Co-Principal Executive Officer)
/s/ Henning Kagermann
- --------------------------- Co-Speaker of the Executive Board February 14, 2000
Prof. Dr. Henning Kagermann (Co-Principal Executive Officer)
/s/ Peter Zencke
- ------------------------- Member of the Executive Board February 14, 2000
Dr. Peter Zencke
</TABLE>
II-6
<PAGE> 10
<TABLE>
<S> <C> <C>
/s/ Claus Heinrich
- ------------------------- Member of the Executive Board February 14, 2000
Dr. Claus Heinrich
/s/ Gerhard Oswald
- ------------------------- Member of the Executive Board February 14, 2000
Gerhard Oswald
/s/ Dieter Matheis
- ------------------------- Principal Accounting Officer February 14, 2000
Dieter Matheis
/s/ Kevin McKay
- ------------------------- Authorized Representative in the February 14, 2000
Kevin McKay United States
</TABLE>
II-7
<PAGE> 11
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------- ------
<C> <C>
4.1 Terms applicable to the Convertible Bonds.
5.1 Opinion of Michael Junge as to the validity of the Convertible Bonds and the
Preference Shares covered by this Registration Statement.
23.1 Consent of Michael Junge (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).
</TABLE>
- ---------------
II-8
<PAGE> 1
EXHIBIT 4.1
TERMS
APPLYING TO THE NON-INTEREST-BEARING CONVERTIBLE BONDS
ISSUED FOR THE
SAP AG 2000 LONG TERM INCENTIVE PLAN
PREAMBLE
Subject to the terms and conditions set forth in the resolutions of the General
Meeting and subject to the approval of the Supervisory Board, the General
Meeting of SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der
Datenverarbeitung, of Walldorf, Germany ("SAP AG") of January 18, 2000,
authorized the Executive Board to issue non-interest-bearing convertible bonds
for the SAP 2000 Long Term Incentive Plan on one or more occasions not later
than December 31, 2004. To the extent such convertible bonds are issued during
2000, the applicable loan terms are set forth below:
<PAGE> 2
ARTICLE 1
GENERAL
(1) SAP AG shall issue bearer convertible bonds, each with a par value of
euro 3 and each ranking equally with the others, for the SAP 2000 Long
Term Incentive Plan.
(2) The convertible bonds shall be represented together in one or more
general certificates. The general certificates shall bear the
signatures of two members of the SAP AG Executive Board and that of the
Chairperson of the SAP AG Supervisory Board, and a check signature. The
general certificates shall be deposited with Deutsche Borse Clearing
AG. Rights to the provision of individual certificates are excluded.
(3) The convertible bonds shall not bear interest.
(4) The time allowed for presentation under the German Civil Code, article
801 (1)(first sentence), is shortened to ten years.
ARTICLE 2
REPAYMENT
(1) SAP AG as the borrower is authorized and undertakes to repay each
convertible bond at par after the expiration of ten years after their
issue, but only if the conversion right attaching to such convertible
bond has not been exercised. Irrespective of the time when the
convertible bonds are secured and posted to the securities account of
their holders, the day of issue (the "Issue Date") shall
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<PAGE> 3
be deemed to be the day on which SAP AG or the credit institution
managing the issue for SAP AG accepts the SAP 2000 Long Term Incentive
Plan beneficiary's subscription certificate.
(2) If the conversion right under a convertible bond lapses in accordance
with article 7, the convertible bond shall be repaid early at par on
the day of lapse.
(3) Subject to the provisions in article 9, neither the borrower nor the
lender shall have a right of cancellation.
ARTICLE 3
CONVERSION RIGHTS
(1) Subject as is set forth below, until the expiration of the ten-year
term envisioned in article 2 (1) above holders of convertible bonds are
entitled to exchange their bonds for non-voting bearer SAP AG
preference shares. These preference shares carry the same rights under
the Articles of Incorporation as other preference shares previously
issued. Each convertible bond having a par value of euro 3 entitles its
holder to convert the bond to one SAP AG preference share.
(2) The new preference shares are eligible for dividends from the beginning
of the first fiscal year for which no general meeting resolution for
the appropriation of retained earnings had been adopted before the time
at which the conversion right was exercised.
(3) The conversion rights are secured by the Contingent Capital approved by
the
-3-
<PAGE> 4
SAP AG General Meeting of January 18, 2000. SAP AG as borrower is
entitled, at SAP AG's option, to satisfy the beneficiary's subscription
right by issuing to the beneficiary own shares owned by SAP AG rather
than new preference shares pursuant to the Contingent Capital and the
beneficiary shall accept, at SAP AG's option, own shares owned by SAP
AG or new preference shares pursuant to the Contingent Capital in
satisfaction of the beneficiary's subscription right.
ARTICLE 4
VESTING PERIODS, EXERCISE TIMES, EXERCISE DAYS
(1) Beneficiaries may not convert a bond until a vesting period has
elapsed. The vesting period for 33% of a beneficiary's conversion
rights ends two years after the Issue Date (as defined in article 2 (1)
above). The vesting period for the next 33% ends three years after
issue of the bonds. The vesting period for the balance ends four years
after issue of the bonds. Each conversion right associated with a
convertible bond is exercisable only in whole. Exercise of part of a
conversion right is excluded.
(2) Conversion rights cannot be exercised during the following periods: (i)
between the sixteenth day of the last month of a fiscal quarter and the
day on which SAP AG announces its provisional results for that quarter
(inclusive) and (ii) between March 16 in any year and the day of the
SAP AG Annual General Meeting (inclusive). Further, conversion rights
cannot be exercised between the day SAP AG publishes, in one of the
journals recognized by the Frankfurt Stock Exchange for that purpose, a
subscription offer for new shares of capital stock or for bonds with
conversion or subscription rights for SAP AG shares, until
-4-
<PAGE> 5
the last day of the subscription term, inclusive, and for the purposes
of this provision an offer under the SAP 2000 Long Term Incentive Plan
or successor participation programs that excludes shareholder
preemptive rights shall not be a subscription offer for new shares or
bonds with conversion or subscription rights for SAP AG shares.
(3) Within the permitted periods for the exercise of conversion rights in
accordance with (1) and (2) of this article 4, conversion rights can
only be exercised with effect on January 30, February 15, March 10, May
15, June 10, July 30, August 15, September 10, October 30, November 15,
and December 10 ("exercise days") in any year. If the exercise day
falls on a Saturday or Sunday, or on a public holiday at the place of
business of the conversion office, the exercise day shall be the next
bank business day at the place of business of the conversion office.
ARTICLE 5
DECLARATION OF CONVERSION
(1) To exercise their conversion right beneficiaries must furnish a
conversion declaration using the form provided by SAP AG. The
conversion declaration may be furnished by fax, e-mail, intranet or
other comparable electronic communications system provided that the
original signed conversion declaration envisioned in the German Stock
Corporation Act, article 198, is available at the place of business of
the conversion office in duplicate not later than 6 P.M. local time on
the last bank business day before the exercise day.
(2) Conversion declarations must be furnished to the conversion office not
later
-5-
<PAGE> 6
than 6 P.M. local time on the seventh calendar day prior to the
exercise day. Conversion declarations deposited later shall be ignored
and shall not take effect as conversion declarations for the next
available exercise day. After payment of the conversion price (as
defined below) the preference shares to be issued by reason of
conversion will, as instructed in the conversion declaration, be
delivered by way of deposit credit in the Deutsche Borse Clearing AG
clearing system or realized for the account of the beneficiary. The
conversion price is payable to SAP AG on the exercise day.
(3) The conversion office is Citibank Privatkunden AG, Dusseldorf, Germany.
ARTICLE 6
CONVERSION PRICE
(1) The conversion price for an SAP AG preference share shall equal the
closing price of the SAP AG preference share quoted on the Frankfurt
Stock Exchange in the XETRA trading system (or successor system) on the
last day of trading prior to the Issue Date of the convertible bond.
When beneficiaries exercise their conversion rights, they will make an
additional payment for each preference share equal to the amount by
which the conversion price of the preference share exceeds the par
value of the converted convertible bond. The conversion price is
subject to adjustment as is provided below. The conversion price will
not be less than the lowest issue price within the meaning of article 9
(1) of the German Stock Corporation Act.
(2) If, during the term of a convertible bond, the capital stock of SAP AG
is increased by the issue of new shares or sale of own shares owned by
SAP AG,
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<PAGE> 7
or bonds are issued carrying conversion rights or options for
SAP AG shares, and the holders of preference shares are granted
subscription rights, then the conversion price shall be reduced in
proportion as the price of the preference shareholders' preemptive
rights averaged over all the days on which the preemptive rights were
traded on the Frankfurt Stock Exchange stands in relation to the SAP AG
preference share closing price in the Frankfurt Stock Exchange XETRA
trading system (or its successor system) on the last trading day before
the issue of the shares on exercise of the preemptive right. Such a
reduction will not be applied if the holders of the convertible bonds
are afforded subscription rights that are equivalent to the
subscription rights of the preference shareholders.
(3) The conversion price and number of shares issuable is also subject to
adjustment in the event of changes in corporate structure or
capitalization during the term of the convertible bond as follows:
The entitlement of the beneficiary of a convertible bond to acquire
preference shares by exercising the conversion right increases in
proportion as the SAP AG capital stock is increased from corporate
funds by issuing new shares, and the conversion price per share is
reduced in this same proportion. If capital stock is increased from the
Company's reserves without issuing new shares (German Stock Corporation
Act, article 207 (2)(sentence 2)), the conversion right under
convertible bonds and the conversion price shall remain unchanged. If
the SAP AG capital stock is reduced, the entitlement of the beneficiary
of a convertible bond to acquire preference shares by exercising the
conversion right decreases in proportion as the capital stock is
reduced, and the conversion price per preference share shall be
increased in this same proportion. The same provisions apply
analogously in the event of a splitting or amalgamation of
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shares.
(4) If an adjustment is made in accordance with the provisions under (2) or
(3) of this article 6, fractions of shares will not be issued to
satisfy conversion rights. Fractional amounts will be balanced in money
proceeding from the best possible consolidation and sale by the
conversion office of the fractional entitlements for the account of the
beneficiaries of convertible bonds.
(5) SAP AG shall notify the beneficiaries of convertible bonds as
provided in article 9 (4) without delay of any adjustment made in
accordance with the foregoing provisions.
ARTICLE 7
NONNEGOTIABILITY
(1) Except in the case of death, the convertible bonds are not negotiable.
Holders of the associated conversion rights may only exercise those
rights while they are employees of SAP AG or an SAP Group Company and
termination notice has not been given with respect to their employment.
Notwithstanding the foregoing provision, holders of conversion rights
which have vested (as set forth in article 4 (1)) at the time when an
employment termination notice is served or at the time when the
employment ends if it is not terminated by notice may, if the
circumstances envisioned in (2) have not arisen, exercise their
conversion rights within a grace period of three months after
employment termination notice is served or the employment ends, subject
to the provisions in article 4 concerning times when conversion rights
cannot be exercised. If these conversion rights are not exercised
within the grace period, they shall lapse at the end thereof.
Conversion rights which have not vested shall lapse at
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the time when employment termination notice is served or at the time
when the employment ends if it is not terminated by notice.
(2) In the event of death, convertible bonds shall pass to the estate of
the beneficiary of the convertible bond. The provisions of (1)
notwithstanding, the conversion rights attaching to the convertible
bond can be exercised by the successors not later than two years after
the beneficiary's death. At that time, conversion rights shall lapse.
The same provisions apply analogously in cases of retirement, mutually
agreed termination, and where the SAP Group Company through which the
beneficiary is entitled is retired from the SAP Group.
ARTICLE 8
TERMINATION
(1) Beneficiaries of convertible bonds may terminate their convertible bonds
and claim immediate repayment of their convertible bonds at par if:
* SAP AG ceases making payments
* Insolvency proceedings are brought in respect of the assets
of SAP AG
* SAP AG enters liquidation, except where such liquidation is for the
purpose of merger or some other form of amalgamation with another
company and that company assumes all obligations under convertible
bonds.
(2) SAP AG as borrower under the convertible bonds may terminate and repay
the convertible bonds at par not later than expiry of the first vesting
period if before
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that time proceedings have been brought challenging the
validity of any resolution of the General Meeting of January 18, 2000 or
the special meeting of preference shareholders of the same date.
ARTICLE 9
MISCELLANEOUS PROVISIONS
(1) These terms shall be governed by German Law without regard to its
conflicts of law principles.
(2) The place of performance is Walldorf, Germany.
(3) The place of jurisdiction for all disputes arising out of the matters
set forth in these loan terms is Heidelberg, Germany.
(4) All notices required to be given by SAP AG may be given, at the option
of SAP AG, in writing or by e-mail to the bondholders or in the German
Federal Gazette (the "Bundesanzeiger").
(5) To the extent permitted by law, all taxes, social security
contributions, and other imposts arising in connection with the issue
of the convertible bonds, the exercise of conversion rights, and the
assignment of subscribed shares shall be borne exclusively by the
holders of the convertible bonds.
(6) If any provision in these loan terms be or become ineffective or
unenforceable in whole or in part the other provisions shall remain
unaffected. Where there is
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a lacuna by reason of the ineffectiveness or unenforceability of a
provision in these loan terms an appropriate additional provision
reflecting the interests of the parties shall be construed.
ARTICLE 10
CONDITION PRECEDENT
It shall be a condition precedent to the conversion rights attaching to
convertible bonds that the Contingent Capital authorized by the SAP AG General
Meeting on January 18, 2000 shall have been entered in the commercial register
of the Heidelberg District Court.
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EXHIBIT 5.1
[Letterhead SAP AG]
February 14, 2000
SAP Aktiengesellschaft Systeme, Anwendungen,
Produkte in der Datenverarbeitung
Neurottstrasse 16
69190 Walldorf
Federal Republic of Germany
Form S-8 Registration Statement
Relating to the SAP AG 2000 Long Term Incentive Plan
I am the General Counsel of SAP Aktiengesellschaft Systeme, Anwendungen,
Produkte in der Datenverarbeitung, a stock corporation organized under the laws
of the Federal Republic of Germany (the "Company"), and I am familiar with the
Company's 2000 Long Term Incentive Plan (the "Plan").
Pursuant to the Plan, certain members of the Company's executive board, certain
members of the executive boards of the Company's affiliates (verbundene
Unternehmen) and selected senior managers and top performers of the Company and
its affiliates (the "Participants") will be entitled, at their option, to: (i)
subscribe for options in the form of non-interest bearing convertible bonds, par
value Euro 3 each (the "Convertible Bonds"), each of which may be converted into
one non-voting preference share, without nominal value, of the Company
("Preference Shares") as provided in the Plan Documents (as defined below);
and/or (ii) receive stock options (the "Stock Options"), which may be exercised
for Preference Shares as provided in the Plan Documents (as defined below).
This opinion is given in connection with the filing by the Company with the U.S.
Securities and Exchange Commission of a registration statement on Form S-8 (the
"Registration Statement") pursuant to the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and the rules and regulations promulgated
thereunder (the "Rules").
In connection therewith, I have examined and am familiar with originals or
copies, certified or otherwise identified to my satisfaction, of (i) the
Registration Statement, (ii) the Plan, (iii) the terms applying to the
Convertible Bonds (the "Convertible Bond Terms"), (iv) the terms applying to the
Stock Options (the "Stock Option Terms"), (v) the Articles of Association
(Satzung) of the Company, (vi) an excerpt with respect to the Company from the
commercial register at the local court (Amtsgericht) in Heidelberg, (vii)
resolutions adopted on January 18, 2000 by the holders of ordinary shares of the
Company and the holders of Preference Shares authorizing, among other things,
the Plan, the issuance of the Convertible Bonds and the contingent increase of
the Company's capital stock of Euro 15,977,871.29 by the issuance of up to
6,250,000 Preference Shares (the "Resolutions"), (viii) the form of grant letter
to be delivered to the Participants (the "Grant Letter") and (ix) such other
documents as I have deemed necessary or appropriate as a basis for the opinions
set forth below. The Convertible Bond Terms, the Stock Option Terms, the
Resolutions and the Grant Letter are referred to hereinafter as the "Plan
Documents").
In my examination, I have assumed the genuineness of all signatures, the legal
capacity of all natural persons, the authenticity of all documents submitted to
me as originals, the conformity to original documents of all documents submitted
to me as certified or photostatic copies and the authenticity of the originals
of such copies. As to any facts material to the opinion expressed herein which
were not independently established or verified, I have relied upon statements
and representations of officers and other representatives of the Company and
others.
Based upon and subject to the foregoing, I am of the opinion that:
<PAGE> 2
1. The Convertible Bonds that may be issued will be, when issued and paid for
pursuant to the Plan Documents, valid and binding obligations of the
Company and enforceable against the Company in accordance with their terms,
except that the enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights generally.
2. The Preference Shares that may be issued (i) upon conversion of the options
in the form of Convertible Bonds and (ii) upon exercise of the Stock
Options, will be, when issued and paid for upon such conversion or
exercise, as the case may be, pursuant to the Plan Documents, validly
issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the Federal Republic of Germany,
and I express no opinion as to the laws of any other jurisdiction.
This opinion is delivered to you solely in connection with the Registration
Statement and may not be used, circulated, quoted or otherwise referred to or
relied upon for any other purpose or by any other person or entity without my
express prior written permission.
I consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, I do not admit that I am within the category
of persons whose consent is required under Section 7 of the Securities Act or
the Rules.
Very truly yours,
/s/ Michael Junge
Michael Junge
General Counsel
Head of Legal Department
<PAGE> 1
EXHIBIT 23.2
[LETTERHEAD OF ARTHUR ANDERSEN Wirtschaftspruefungsgesellschaft
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 26, 1999, contained in the
Company's Annual Report on Form 20-F, filed with the Commission on May 18, 1999,
relating to the consolidated balance sheets of the Company and its subsidiaries
as of December 31, 1998 and 1997 and the related consolidated income statements,
consolidated statements of cash flows and consolidated statements of changes in
shareholders' equity for each of the three years in the period ended December
31, 1998.
Eschborn/Frankfurt/M., February 14, 2000
ARTHUR ANDERSEN
Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft mbH
/s/ Weber /s/ Klein
----------------- ------------------
Prof. Dr. Weber Klein
Wirtschaftspruefer Wirtschaftspruefer
