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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
IntelliCorp., Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
458153 10 3
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(CUSIP Number)
Larry W. Sonsini, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304-1050
(415) 493-9300
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 29, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.)
(See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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SCHEDULE 13D
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CUSIP NO. 458153 10 3 PAGE 2 OF 7 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der
Datenverarbeitung
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (See Instructions)
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e)
[_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Federal Republic of Germany
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SOLE VOTING POWER
7
NUMBER OF 1,736,263
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
-0-
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 1,736,263
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,736,263
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions)
12
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
14.17%
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TYPE OF REPORTING PERSON (See Instructions)
14
CO
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDING BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock, par value $.001 per share
("Common Stock") of IntelliCorp, Inc. (the "Issuer"). The principal executive
offices of the Issuer are located at 1975 El Camino Real West, Mountain View,
California 94040.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this Statement (the "Reporting Person"), the persons
enumerated in Instruction C of Schedule 13D (the "Additional Persons") and,
where applicable, their respective places of organization, directors, executive
officers and controlling persons, and the information in respect of such
persons, are as follows:
(a) The name of the Reporting Person is SAP Aktiengesellschaft Systeme,
Anwendungen, Produkte in der Datenverarbeitung ("SAP"). The names of the
Additional Persons are as follows: Dietmar Hopp ("Hopp"); Prof. Dr. h.c. Hasso
Plattner ("Plattner"); Dr. h.c. Klaus Tschira ("Tschira"); Prof. Dr. Henning
Kagermann ("Kagermann"); Gerhard Oswald ("Oswald"); Paul Wahl ("Wahl"); Dr.
Peter Zencke ("Zencke"); Dr. jur. Bernd Thiemann ("Thiemann"); Helga Classen
("Classen"); Rudiger Gerber ("Gerber"); Dr. jur. Wilhelm Haarmann
("Haarmann"); Hans-Werner Hector ("Hector"); Dr. Heinrich Hornef ("Hornef");
Bernhard Koller ("Koller"); Dr. Gerhard Maier ("Maier"); Alfred Simon
("Simon"); Willi Burbach ("Burbach"); Prof. Dr. rer. pol. August-Wilhelm
Scheer ("Scheer"); Botho von Portatius ("von Portatius").
(b) The principal business address of SAP is Neurottstrasse 16, 69190
Walldorf, Germany.
(c) Hopp is the Chairman of the Board of SAP. Plattner is the Vice
Chairman of the Board of SAP and Chairman of SAP America Inc., which is located
at 791 Lee Road, Suite 200, Wayne, Pennsylvania 19087. Tschira, Kagermann,
Oswald and Zencke are Members of the Board of SAP. Wahl is a Member of the Board
of SAP and Chief Executive Officer of SAP America Inc., which is located at
791 Lee Road, Suite 200, Wayne, Pennsylvania 19087. Thiemann is the Chairman of
the Supervisory Board of SAP and the Chairman of DG Bank, which is located at
Platz der Republik, 60325 Frankfurt, Germany. Classen, Gerber, Koller, Maier,
Simon, Burbach, Hector and von Portatius are Members of the Supervisory Board of
SAP. Haarmann is a Member of the Supervisory Board of SAP and a partner of
Haarmann, Hemmelrath & Partners, which is located at Neue Mainzer Strasse 75,
60311 Frankfurt, Germany. Hornef is a Member of the Supervisory Board of SAP and
the President of BVS Bundesanstalt fur vereinigungsbedingte Sonderaufgaben,
which is located at Leipziger Strasse 5 - 7, 10100 Berlin, Germany. Scheer is a
Member of the Supervisory Board of SAP and the Director of the Institute for
Information Systems of Saarland University, which is located at Gebaude 14,
66041 Saarbrucken, Germany.
Page 3 of 7 Pages
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(d) During the last five years, neither SAP, nor to SAP's knowledge, any of
the Additional Persons, have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, neither SAP, nor to SAP's knowledge, any of
the Additional Persons, were a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
laws or finding any violation with respect to such laws.
(f) SAP is a corporation organized under the laws of the Federal Republic
of Germany. Each of the Additional Persons is a citizen of the Federal Republic
of Germany.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source and amount of the funds used in purchasing the Common Stock was
the working capital of SAP. The amount of such purchase price was $3,472,526.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition of the Common Stock by the Reporting Person
is to acquire an equity interest in the Issuer for investment purposes. The
Reporting Person may, from time to time, increase, reduce or dispose of its
investment in the Issuer, depending on general economic conditions, economic
conditions in the markets in which the Issuer operates, the market price of the
Common Stock of the Issuer, the availability of funds, borrowing costs, other
opportunities available to the Reporting Person, the strategic value of the
investment to the Reporting Person and other considerations.
Page 4 of 7 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The beneficial ownership of the Common Stock of the Reporting Person and
those persons named in Item 2 of this Statement is as follows at the date
hereof:
<TABLE>
<CAPTION>
AGGREGATE BENEFICIALLY
OWNED VOTING POWER DISPOSITIVE POWER
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NAME NUMBER PERCENT(1) SOLE SHARED SOLE SHARED
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<S> <C> <C> <C> <C> <C> <C>
SAP Aktiengesellschaft 1,736,263 14.17% 1,736,263 -0- 1,736,263 -0-
Dietmar Hopp -0- -0- -0- -0- -0- -0-
Prof. Dr. h.c. Hasso Plattner -0- -0- -0- -0- -0- -0-
Dr. h.c. Klaus Tschira -0- -0- -0- -0- -0- -0-
Prof. Dr. Henning Kagermann -0- -0- -0- -0- -0- -0-
Gerhard Oswald -0- -0- -0- -0- -0- -0-
Paul Wahl -0- -0- -0- -0- -0- -0-
Dr. Peter Zencke -0- -0- -0- -0- -0- -0-
Dr. jur. Bernd Thiemann -0- -0- -0- -0- -0- -0-
Helga Classen -0- -0- -0- -0- -0- -0-
Rudiger Gerber -0- -0- -0- -0- -0- -0-
Dr. jur. Wilhelm Haarmann -0- -0- -0- -0- -0- -0-
Hans-Werner Hector -0- -0- -0- -0- -0- -0-
Dr. Heinrich Hornef -0- -0- -0- -0- -0- -0-
Bernhard Koller -0- -0- -0- -0- -0- -0-
Dr. Gerhard Maier -0- -0- -0- -0- -0- -0-
Alfred Simon -0- -0- -0- -0- -0- -0-
Willi Burbach -0- -0- -0- -0- -0- -0-
Prof. Dr. rer. pol. August-Wilhelm Scheer -0- -0- -0- -0- -0- -0-
Botho von Portatius -0- -0- -0- -0- -0- -0-
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</TABLE>
(1) Based upon 12,251,299 shares of the Issuer's Common Stock outstanding
as of April 15, 1996, as reported in the Issuer's Form 10-Q for the
quarter ended March 31, 1996.
Pursuant to a certain Stock Purchase Agreement by and between the Reporting
Person and a third party, Informix Corporation, a Delaware corporation
("Informix"), dated July 29, 1996, filed herewith as Exhibit 1 and incorporated
by reference herein (the "Purchase Agreement"), the Reporting Person purchased
1,736,263 shares of the Common Stock of the Issuer from Informix for a total
cash consideration of $3,472,526, or $2.00 per share. The foregoing description
of the Purchase Agreement is qualified in its entirety
Page 5 of 7 Pages
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by reference to the Purchase Agreement, which is filed herewith Exhibit 1, and
which is incorporated into this Statement by reference. The above-described
transaction by the Reporting Person is the only transaction effected by the
Reporting Person or, to the Reporting Person's knowledge, those persons named in
Item 2 of this Statement in the Common Stock since May 29, 1996.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
A description of the Purchase Agreement with respect to the Common Stock is
contained in Item 5 and is incorporated herein by reference. See the Purchase
Agreement, filed herewith as Exhibit 1, for a further description of these
provisions.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Stock Purchase Agreement by and between Informix Corporation
and SAP AG dated July 29, 1996.
Page 6 of 7 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
August 7, 1996 SAP Aktiengesellschaft Systeme, Anwendungen,
Produkte in der Datenverarbeitung
By: /s/ DIETMAR HOPP
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Name: Dietmar Hopp
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Title: Chairman of the Board
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By: /s/ MICHAEL JUNGE
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Name: Michael Junge
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Title: Head of the Legal Department
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Page 7 of 7 Pages
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EXHIBIT 1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is made as of July 29, 1996 by and between
SAP AG, a corporation organized under the laws of Germany ("SAP") and Informix
Corporation, a Delaware corporation ("Informix").
RECITALS:
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SAP desires to purchase from Informix, and Informix desires to sell to SAP,
1,736,263 shares (the "Shares") of Common Stock of Intellicorp, Inc., a
corporation ("Intellicorp"), which Shares are held of record and
beneficially by Informix.
It is agreed as follows:
ARTICLE I. PURCHASE AND SALE OF SHARES.
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1.1 Subject to the terms and conditions set forth herein, Informix agrees
to sell to SAP and SAP agrees to purchase from Informix the Shares for an
aggregate purchase price of $3,472,526 (the "Purchase Price") in U.S. currency.
1.2 The sale and purchase of the Shares shall take place at a time and
date (the "Closing") as selected by SAP upon not less than two business days
written notice of the Closing to Informix. The Closing shall take place at the
offices of Wilson, Sonsini, Goodrich & Rosati, 650 Page Mill Road, Palo Alto,
California. At the Closing, SAP shall pay to Informix the Purchase Price by
check evidencing U.S. currency and Informix shall deliver to SAP the stock
certificates evidencing the Shares, duly endorsed for transfer to SAP or
accompanied by duly executed stock powers.
ARTICLE II. REPRESENTATIONS AND WARRANTIES.
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2.1 Representations and Warranties of SAP. SAP represents, warrants and
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acknowledges to Informix as follows:
a. SAP is a corporation duly organized and validly existing under the
laws of Germany.
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b. SAP has all requisite corporate power and authority to enter into
and perform its obligations under this Agreement. The execution, delivery
and performance of this Agreement by SAP has been duly authorized by all
necessary corporate action on the part of SAP. This Agreement constitutes a
valid and binding obligation of SAP.
c. SAP is acquiring the Shares for investment and not with a view
towards distribution thereof. Any subsequent transfer or other disposition
of the Shares by SAP after the Closing shall be made in accordance with
applicable federal and state security laws.
d. The execution, delivery and performance of this agreement by SAP
will not (i) require the consent, waiver, approval or authorization of, or
filing with, any person or entity (other than with respect to actions of
the Transfer Agent for Intellicorp in order to reissue the certificate for
the Shares registered in the name of SAP or its nominee), (ii) result in
the breach of, or constitute a default under any applicable law or any
order applicable to or binding upon SAP or any material contract to which
it is a party.
e. Neither SAP nor any person acting on behalf of SAP has negotiated
with any finder, broker or intermediary in connection with the transaction
contemplated herein.
2.2 Representations and Warranties of Informix. Informix represents and
------------------------------------------
warrants to SAP as follows:
a. Informix is a corporation duly organized and validly existing
under the laws of the State of Delaware.
b. Informix has all requisite corporate power and authority to enter
into and perform its obligations under this Agreement. The execution,
delivery and performance of this Agreement have been duly authorized by all
necessary corporate action on the part of Informix. This Agreement
constitutes a valid and binding obligation of Informix.
c. The execution, delivery and performance of this agreement by
Informix will not (i) require the consent, waiver, approval or
authorization of, or filing with, any person or entity (other than with
respect to actions of the Transfer Agent for Intellicorp in order to
reissue the certificate for the Shares registered in the name of SAP or its
nominee), (ii) result in the breach of, or constitute a default under any
applicable law or any order applicable to or binding upon Informix or any
material contract to which it is a party.
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d. Informix owns the Shares free and clear of all liens and
encumbrances and restrictions of transfer (except restrictions related to
compliance to the Securities Act of 1933, as amended) and the Shares are
fully paid, nonassessable and not subject to any voting agreement or other
agreement affecting the ownership, voting or transferability of the
Shares.
e. Neither Informix nor any person acting on behalf of Informix has
negotiated with any finder, broker or intermediary in connection with the
transaction contemplated herein.
ARTICLE III. CONDITIONS TO CLOSING.
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3.1 SAP's obligation to purchase and pay for the Shares at the Closing
shall be subject to the satisfaction or waiver of all of the following
conditions as of the Closing:
a. Informix shall have delivered the Shares duly endorsed for
transfer, or accompanied by executed stock powers.
b. The representations and warranties of Informix shall be true and
correct.
c. There shall not be on such date any judgment or order of a court
of competent jurisdiction or any ruling, regulation or order of any agency
of a foreign, federal, state or local government which would prohibit the
sale of the Shares or subject SAP to any material penalty if the Shares
were to be sold hereunder.
3.2 Informix's obligations to sell and deliver the Shares at the Closing
shall be subject to the satisfaction or waiver of all of the following
conditions on the date of the Closing:
a. SAP shall have made payment of the Purchase Price for the Shares
in the manner set forth in Article I hereof.
b. The representations and warranties of Informix shall be true and
correct.
c. There shall not be on such date any judgment or order of a court
of competent jurisdiction or any ruling, regulation or order of any agency
of a foreign, federal, state or local government which would prohibit the
sale of the Shares or subject Informix to any material penalty if the
Shares were to be sold hereunder.
ARTICLE IV MISCELLANEOUS.
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4.1 This Agreement constitutes the entire agreement with respect to the
subject matter hereof and supersedes all agreements, representations and
understandings, whether oral or written, with respect to the subject matters
hereof.
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4.2 Each party agrees to execute any and all further documents and
writings and to perform such other actions which may be or could become
necessary or expedient to effectuate and carry out the transfer of the Shares as
provided hereunder.
4.3 This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed
shall be deemed to be an original and all of which when taken together shall
constitute one and the same Agreement.
4.4 This Agreement shall be governed by and construed in accordance with
the laws of the State of California.
4.5 This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties, and no other person shall acquire
or have any right under or by virtue of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
SAP AG
BY: /s/ PROF. DR. H.C. HASSO PLATTNER /s/ DEITER MATHEIS
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TITLE: Member of the Executive Board Chief Financial Officer
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INFORMIX CORPORATION, INC.
BY: /s/ DAVID STANLEY
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TITLE: VP, Legal & Corporate Services, General Counsel & Secretary
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