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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
Date of Report: January 24, 1999
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
SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung,
a stock corporation organized under the laws of the Federal Republic of Germany
(the "Company"), issued a press release, dated January 18, 2000 (the "Press
Release"), announcing the results of the Extraordinary General Meeting of the
Company held on January 18, 2000. The Press Release is attached as Exhibit 99.1
hereto and is incorporated herein by reference.
Any statements contained in the Press Release that are not historical facts are
forward-looking statements as defined in the U.S. Private Securities Litigation
Reform Act of 1995. Words such as "believe," "estimate," "intend," "may,"
"will," "expect," and "project" and similar expressions as they relate to the
Company are intended to identify such forward-looking statements. The Company
undertakes no obligation to publicly 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 filings with the U.S.
Securities and Exchange Commission (the "SEC"), including the Company"s Annual
Report on Form 20-F for 1998 filed with the SEC on May 18, 1999. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of their dates.
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EXHIBITS
Exhibit No. Exhibit
- ---------- -------
99.1 Press Release, dated January 18, 2000
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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/ Henning Kagermann
-----------------------------------
Name: Prof. Dr. Henning Kagermann
Title: Co-Chairman and CEO
By: /s/ Dieter Matheis
-----------------------------------
Name: Dieter Matheis
Title: CFO
Date: January 21, 2000
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EXHIBIT INDEX
Exhibit No. Exhibit
- ---------- -------
99.1 Press Release, dated January 18,
2000
4
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PRESS SAP(TM)
INFORMATION
FOR IMMEDIATE RELEASE
Gundolf Moritz
SAP AG
011-49-6227-7-44872
-or-
James P. Prout
Taylor Rafferty Associates
212-889-4350
SAP AG EXTRAORDINARY GENERAL MEETING APPROVES STOCK OPTION PROGRAM
- ------------------------------------------------------------------
WALLDORF/MANNHEIM, Germany -- January 18, 2000. -- SAP AG (NYSE: SAP), the
leading provider of inter-enterprise software solutions, today held an
extraordinary general meeting in Mannheim, Germany. The shareholders approved
the introduction of a stock option and convertible bond program in the first
quarter of 2000. The program, named the SAP AG 2000 Long Term Incentive Plan
(LTI Plan), will augment SAP's existing stock-based compensation package to
attract, retain and motivate senior managers and top performers to grow the
value of the enterprise and to secure their commitment to the company. The
introduction of the stock option program was approved by a majority of more than
99% of the represented voting capital.
The LTI plan consists of two key programs, stock options and convertible bonds,
that are competitive in the United States marketplace and are in compliance with
the German legislation on corporate control and disclosure (KonTraG). The stock
option program includes a performance hurdle on the value of the stock options
whereby the stock options only have value provided the growth in the SAP
preference share price surpasses the performance of a reference index within a
defined period. The reference index will be the Goldman Sachs Software Index, a
subindex included in Goldman Sachs Technology Index (GSTI(TM)). The index is
calculated by Goldman, Sachs & Co.
The second program of the LTI Plan involves the issuance of convertible bonds,
which can be converted to SAP AG preference shares within a defined period.
The total number of shares of SAP AG Preference shares underlying the stock
options and convertible bonds to be issued to participants by SAP may not exceed
6.25 million.
4 YEAR VESTING PERIOD
The stock options and convertible bonds will be issued in no fewer than three
annual tranches, with no single tranche including more than 50% of the total
quantity included under the program. Exercising of the stock options and
conversion of the bonds are subject to certain vesting
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requirements. Vesting occurs from the time of bond issuance or stock option
granting as follows: 33% after two years, 33% after three years and the
remaining balance after four years. These vesting periods also help SAP achieve
its aim of securing the long-term commitment of the participants. To avoid
potential insider trading issues, convertible bonds and stock options may not be
issued or exercised during certain black-out periods.
LTI PLAN PARTICIPANTS
The participants include members of the SAP AG Executive Board, members of the
executive boards of SAP AG affiliates, and selected senior managers and top
performers of SAP AG and its affiliates. For each of these four groups, the plan
states a maximum amount of stock options and convertible bonds that can be
issued. To provide transparency, the appendix of the annual report and the
Company's Form 20-F will include the number of options granted and bonds issued
to each member of the SAP AG Executive Board. The disclosure will include
details about Executive Board member activities such as the number of options
exercised and bonds converted, the amounts paid to the Company, and the bonds
and options still outstanding at the end of the year.
REPURCHASE OF OWN SHARES AND CREATION OF CONTINGENT CAPITAL OF APPROXIMATELY EUR
16 MILLION
The approval of today's extraordinary general meeting includes authorization for
SAP AG to buy back its own preference shares from the market. These will be the
shares used upon exercise of stock options and conversion of the bonds.
Alternatively, SAP AG can issue additional shares to provide the preference
shares required under the LTI Plan. Therefore, the extraordinary general meeting
approved the resolution to create contingent capital of approximately EUR 16
million.
ENHANCING THE CURRENT STOCK-BASED INCENTIVE PROGRAM
This LTI Plan is designed to enhance the current stock-based compensation and
incentive programs offered by SAP. The current programs include the virtual
stock option program - the Stock Appreciation Rights Program (STAR) - which will
continue to run in modified form, and the Employee Discount Stock Purchase Plan
that allows SAP employees to purchase a certain amount of SAP AG shares at a
discount subsidized by the Company.
Any statements contained in this document that are not historical facts are
forward-looking statements as defined in the U.S. Private Securities Litigation
Reform Act of 1995. Words such as "believe," "estimate," "intend," "may,"
"will," "expect," and "project" and similar expressions as they relate to the
Company are intended to identify such forward-looking statements. The Company
undertakes no obligation to publicly 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 filings with the U.S.
Securities and Exchange Commission (the "SEC"), including the Company's Annual
Report on Form 20-F for 1998 filed with the SEC on May 18, 1999. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of their dates.
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SAP AG preference and common shares are listed on the Frankfurt Stock Exchange
as well as a number of other exchanges. In the US, SAP's American Depositary
Receipts (ADRs), each worth one-twelfth of a preference share, trade on the New
York Stock Exchange under the symbol `SAP'. SAP is a component of the DAX, the
index of 30 German blue chip companies.
Information on the SAP AG preference shares is available on Bloomberg under the
symbol SAP3 GR, on Reuters under SAPG_p.F or DE and on Quotron under SAGVD.EU.
Information on the SAP common shares is available on Bloomberg under the symbol
SAP GR, on Reuters under SAPG.F and on Quotron under SAGR.EU. Additional
information is available on SAP AG's home page: http://www.sap.com.
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