<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or 240.14a-12
</TABLE>
BUSINESS OBJECTS S.A.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[ ] Fee paid previously with preliminary materials.
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0-11(a)(2) and identify the filing for which the offsetting fee was paid
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or the Form or Schedule and the date of its filing.
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<PAGE> 2
[BUSINESS OBJECTS LOGO]
Societe anonyme
with a share capital of 2,913,861.15 euros
Registered office : 1 Square Chaptal
92300 Levallois-Perret
R.C.S. Nanterre B 379 821 994
------------------------
NOTICE TO ADS HOLDERS OF AN ORDINARY AND EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 7, 2000
------------------------
NOTICE IS HEREBY GIVEN THAT an Ordinary and Extraordinary General Meeting
of the shareholders of Business Objects S.A., a French corporation, will be held
on January 7, 2000 at 2:00 pm. at CNIT La Defense, Salle Andrews, 2 place de la
Defense, 92053 Paris La Defense, France, in order to vote on the following
items:
Within the authority of the Ordinary General Meeting, the following items
will be voted on:
1. To increase the amount of directors' fees to be paid to members of our
Board of Directors.
2. To authorize the Board of Directors to repurchase our shares.
Within the authority of the Extraordinary General Meeting, the following
items will be voted on:
3. To increase the par value of our Ordinary Shares from 0.15 euro per
share to 0.20 euro per share.
4. To effect a two-for-one stock split in the form of a division of the par
value of our Ordinary Shares.
5. To authorize capital reductions by cancellation of treasury shares.
The foregoing items are more fully described in the Proxy Statement
accompanying this notice.
By Order of the Board of Directors
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO
COMPLETE AND PROMPTLY RETURN THE ENCLOSED VOTING INSTRUCTION CARD IN THE
ENVELOPE PROVIDED. IF THE QUORUM FOR THE ORDINARY AND/OR THE EXTRAORDINARY
MEETING IS NOT MET ON JANUARY 7, 2000, YOU WILL BE INVITED TO VOTE AT A MEETING
ON JANUARY 20, 2000 ON THE SAME AGENDA AS DESCRIBED IN THIS NOTICE.
<PAGE> 3
Business Objects Logo
------------------------
PROXY STATEMENT
FOR ORDINARY AND EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS
------------------------
PROCEDURAL MATTERS
GENERAL; RECORD DATE
This Proxy Statement is being furnished in connection with the solicitation
of voting instruction cards by the Board of Directors of Business Objects S.A.
for use at the Ordinary and Extraordinary General Meeting of Shareholders (the
"Special Meeting") to be held on January 7, 2000 at 2:00 p.m., France time, and
at any adjournment thereof, for the purposes set forth herein. The Special
Meeting will comprise an Ordinary and an Extraordinary General Meeting of the
Company's shareholders.
The Special Meeting will be held at CNIT La Defense, Salle Andrews, 2 place
de la Defense, 92053 Paris La Defense, France. Our principal executive offices
are located at 1 Square Chaptal, 92300 Levallois-Perret, France, and our
telephone number at that location is (331) 41 25 21 21.
These solicitation materials were mailed on or about December 2, 1999 to
all holders of American Depositary Shares as of November 22, 1999 (the "Record
Date"). The number of shares entitled to vote at the Special Meeting as of the
Record Date is .
INFORMATION CONCERNING VOTING
Pursuant to a program sponsored by us, our ordinary shares (the "Ordinary
Shares") are traded in the United States in the form of American Depositary
Shares, each American Despositary Share corresponding to one Ordinary Share
deposited with The Bank of New York (the "Depositary").
You may vote by using the enclosed Voting Instruction Card. If you wish to
vote directly the Ordinary Shares underlying your ADSs and attend the Special
Meeting, you must contact the Depositary in order to become an owner of the
Ordinary Shares corresponding to your American Despositary Shares prior to
December 15, 1999.
QUORUM REQUIRED UNDER FRENCH LAW
The required quorum for ordinary resolutions is one-fourth of the total
outstanding Ordinary Shares with voting rights. If such quorum is not met, a
second shareholders' meeting will be held. At this second meeting, no quorum is
required for ordinary resolutions.
The required quorum for extraordinary resolutions is one-third of the total
outstanding Ordinary Shares with voting rights. If such quorum is not met, a
second shareholders' meeting will be held. At this second meeting, the quorum
required for extraordinary resolutions is one-fourth of the total outstanding
Ordinary Shares with voting rights on second call.
Ordinary Shares that are voted "FOR," "AGAINST" or "ABSTAIN" from a matter
are treated as being present at the Special Meeting for purposes of establishing
a quorum.
MAJORITY VOTE REQUIRED UNDER FRENCH LAW
Passage of ordinary resolutions requires the affirmative vote of a majority
of the Ordinary Shares present or represented at the Special Meeting.
<PAGE> 4
Passage of extraordinary resolutions requires the affirmative vote of
two-thirds of the Ordinary Shares present or represented at the Special Meeting.
VOTING BY HOLDERS OF AMERICAN DEPOSITARY SHARES
You are entitled to notice of the Special Meeting, and may vote the
Ordinary Shares underlying your American Despositary Shares at the Special
Meeting in one of two ways: (A) by properly completing and returning the
enclosed Voting Instruction Card to the Depositary by no later than December 30,
1999 (the "Receipt Date"), you will cause the Depositary to vote the Ordinary
Shares underlying the American Despositary Shares in the manner prescribed in
the Voting Instruction Card as more fully described below; or (B) you may elect
to exchange your American Despositary Shares for Ordinary Shares and may attend
the Special Meeting and vote the Ordinary Shares in person.
The significant differences between these two alternatives are as follows:
(i) a holder of American Despositary Shares will not be entitled to attend the
Special Meeting in person but must rather rely upon the Depositary for
representation; (ii) a holder of American Despositary Shares may not have the
opportunity to consider or vote on any matters which may be presented at the
Special Meeting other than those described in this Proxy Statement or any
further solicitation made by Business Objects S.A.; (iii) a holder of American
Despositary Shares is not entitled to present proposals at the Special Meeting
for consideration at such meeting; and (iv) a holder of Ordinary Shares must
actually be the holder of the Ordinary Shares on January 6, 2000 (and hold such
Ordinary Shares through the date of the Special Meeting), and, therefore,
holding American Despositary Shares (or Ordinary Shares) on the Record Date will
not be sufficient to entitle one to attend or vote at the Special Meeting.
Voting Through Depositary. Upon receipt by the Depositary of a properly
completed Voting Instruction Card on or before the Receipt Date, the Depositary
will, insofar as practicable and permitted under applicable provisions of French
law and the Statuts of Business Objects S.A., vote or cause to be voted the
Ordinary Shares underlying American Despositary Shares in accordance with any
non-discretionary instructions set forth in such Voting Instruction Card.
If (i) Voting Instruction Cards are signed but are missing voting
instructions, (ii) Voting Instructions Cards are improperly completed, or (iii)
no Voting Instruction Card is received by the Depositary from an American
Despositary Share holder on or before the Receipt Date, the Depositary will deem
such American Despositary Share holder to have instructed the Depositary to give
a proxy to the President of the Special Meeting to vote in favor of each
proposal recommended by our Board of Directors and against each proposal opposed
by our Board of Directors.
Voting Ordinary Shares. Under French law and our Statuts, only shareholders
holding Ordinary Shares may vote the Ordinary Shares and attend such meeting,
subject to the following: (i) holders of registered Ordinary Shares must have
the Ordinary Shares registered in their name at least one Paris business day
prior to the date of a shareholders' meeting; (ii) holders of bearer Ordinary
Shares must, at least one Paris business day prior to the date of a
shareholders' meeting, evidence that the bearer Ordinary Shares are being held
in a blocked account by producing a certificate issued by the financial
intermediary holding the shares. Therefore, in order for a holder of American
Despositary Shares to attend the Special Meeting and vote the Ordinary Shares,
such holder must first become the owner of Ordinary Shares underlying the
American Despositary Shares. To accomplish this, a holder of American
Despositary Shares must deliver, on or before December 15, 1999, his or her
American Despositary Shares to the Depositary for cancellation and pay the
related exchange charges of the Depositary, as provided in the Deposit Agreement
dated September 22, 1994 and amended on May 8, 1996 and December 30, 1998. The
Depositary will then request that the Paris office of Banque Paribas as
custodian (the "Custodian") of the Ordinary Shares underlying the American
Despositary Shares to register such holder in the share register of Business
Objects S.A. and will request the Custodian to make
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arrangements to allow the holder of Ordinary Shares to vote at the Special
Meeting. The Custodian will not permit any transfer of the Ordinary Shares
during the "blocked period" of January 6 through January 7, 2000.
RECEIPT DATE
The Depositary must receive the Voting Instruction Card on or before the
Receipt Date, which is December 30, 1999.
REVOCABILITY OF VOTING INSTRUCTIONS
All American Despositary Shares held by holders entitled to vote and
represented by properly completed and executed Voting Instruction Cards received
prior to the Receipt Date, and not revoked, will be voted at the Special Meeting
in accordance with the instructions indicated on the Voting Instruction Cards.
Any voting instructions given pursuant to this solicitation may be revoked by
the person giving it at any time before it is voted. A Voting Instruction Card
may be revoked by filing with The Bank of New York, before December 30, 1999, a
written notice of revocation or a duly executed Voting Instruction Card, in
either case dated later than the prior Voting Instruction Card relating to the
same American Despositary Shares.
EXPENSES OF SOLICITATION
All expenses of this solicitation, including the cost of preparing and
mailing this Proxy Statement, will be borne by Business Objects S.A. We may
reimburse brokerage firms, custodians, nominees, fiduciaries and other persons
representing beneficial owners of American Despositary Shares for their
reasonable expenses in forwarding proxy material to and in soliciting votes from
such beneficial owners. Our directors, officers and employees may also solicit
votes in person or by telephone, telegram, letter, facsimile or other means of
communication. Such directors, officers and employees will not be additionally
compensated, but they may be reimbursed for reasonable out-of-pocket expenses in
connection with such solicitation.
PROCEDURE FOR SUBMITTING SHAREHOLDER PROPOSALS
Under French corporate law, owners of Ordinary Shares holding a defined
percentage of our share capital may propose new resolutions or modifications to
the resolutions presented by the Board of Directors to the shareholders for
their approval no later than 10 days following publication of the notice of
Special Meeting in the "Bulletin des Annonces Legales Obligatoires" ("BALO").
The number of Ordinary Shares required to be held to propose new resolutions for
consideration at the Special Meeting as of the date of this Proxy Statement is
. New resolutions or modifications to the resolutions by
shareholders must be sent to our registered office at Business Objects S.A., 1
Square Chaptal, 92300, Levallois-Perret, France, Attention: President, by
registered mail with acknowledgement of receipt requested. We expect to publish
a notice of the Special Meeting in the BALO on or about November 26, 1999.
REPORT OF THE BOARD OF DIRECTORS
ORDINARY GENERAL MEETING
Within the authority of the Ordinary General Meeting, the following items
will be considered and voted on:
PROPOSAL 1
INCREASE OF AUTHORIZED DIRECTORS' FEES TO DIRECTORS
Under French corporate law, only shareholders may decide the aggregate
amount of directors' fees which may be paid to members of the Board of
Directors. The Board of Directors then has full discretionary authority to
decide the allocation of the directors' fees authorized by the shareholders
among the members of the Board.
3
<PAGE> 6
At the shareholders' meeting held on May 4, 1999, the shareholders
authorized the payment of FF750,000 as directors' fees per year (approximately
U.S.$120,000), starting with the year ended December 31, 1999. Each non-employee
Director is currently entitled to directors' fees of up to U.S.$20,000 per year.
Your Board proposes an increase of the aggregate amount of annual
directors' fees to FF1,550,000 or the euro equivalent (approximately
U.S.$250,000) for the fiscal year ending December 31, 2000, as well as for each
future fiscal year, until the shareholders resolve otherwise.
The First Resolution sets forth the full text of the shareholder action to
which this Proposal relates.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS RESOLUTION RELATED TO THE
INCREASE OF THE AGGREGATE AMOUNT OF
AUTHORIZED DIRECTOR FEES
PROPOSAL 2
TO AUTHORIZE THE BOARD OF DIRECTORS TO REPURCHASE OUR SHARES
Your Board of Directors was given the authority to repurchase a maximum of
1,000,000 shares at a price not to exceed FF177 or the euro equivalent
(approximately U.S.$28), pursuant to the fifth resolution adopted at the
shareholders meeting held on May 4, 1999. Under such authorization, the share
repurchase program could be used, among other things, to (i) stabilize the
market price of our shares, (ii) to make use of excess cash balances, (iii) to
provide for shares to be used in the context of the implementation of employee
stock purchase plans, (iv) to provide for shares to be used as a consideration
in the context of an acquisition or an exchange, or (v) to minimize the dilutive
effect of a securities issuance. Repurchased shares could also be cancelled.
The above authorization was effected in November 1999, after the admission
of our Ordinary Shares on the Premier Marche of the Paris stock exchange. Before
that date, and in accordance with French law, your Board of Directors was
authorized to repurchase shares only in connection with employee stock plans.
Given the significant increase in our stock price, your Board proposes to
renew the authorization given at the shareholders meeting of May 4, 1999 and to
provide that the maximum purchase price per share shall not exceed 125 euros,
provided, however, that in accordance with applicable law, the repurchase of
shares may not be completed in the event it would reduce the net equity of
Business Objects S.A. to an amount lower than the aggregate of its share capital
and reserves available for distribution.
Should the proposal to effect a two-for-one stock split be adopted, the
authorization to repurchase shares would be adjusted to cover 2,000,000 shares
at a price not to exceed 62.50 euro per share.
Your Board also recommends to specify that the authorization applies to all
treasury shares, including those repurchased prior to the admission of our
Ordinary Shares on the Premier Marche of the Paris stock exchange.
We are aware that U.S. and French securities laws impose certain
restrictions on a company's repurchase of its own shares. We intend to fully
comply with such laws in connection with any repurchase we may make.
In accordance with French law, repurchased shares have no voting or
dividend rights.
If this resolution is approved, the shareholders' authorization will be
valid for an eighteen-month period following this Special Meeting.
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<PAGE> 7
The following table sets forth certain consolidated financial information
as of December 31, 1998 and September 30, 1999, on an actual and pro forma basis
as if we had repurchased 1,000,000 shares at a price of U.S.$65, corresponding
to 61 euros, using the exchange rate of September 30, 1999 (1 euro =
U.S.$1.0643). The pro forma calculations assume a cost of capital of 3.5% and an
income tax rate of 41.7%.
<TABLE>
<CAPTION>
DECEMBER 31,
1998 SEPTEMBER 30,
------------------------- 1999
ACTUAL PRO FORMA ACTUAL PRO FORMA
--------- ------------ ---------------- ------------
(IN THOUSANDS U.S.$, EXCEPT PERCENTAGE AND PER SHARE DATA)
<S> <C> <C> <C> <C>
Shareholders equity............................ 67,247 921 82,411 16,085*
Number of outstanding shares................... 16,936 15,936 17,987 16,987
Shareholders equity per share.................. 3,97 0.06 4.58 0.95
Net income..................................... 10,287 8,961 14,245 12,919
Number of shares used for basic earning per
share and per ADS............................ 16,966 15,966 17,727 16,525
Basic net income per share and per ADS......... 0.61 0.56 0.80 0.78
Percent increase (decrease) of basic net income
per share and per ADS........................ (7.44)% (2.71)%
Number of shares used for diluted earning per
share and per ADS............................ 17,741 16,741 19,305 18,051
Diluted net income per share and per ADS....... 0.58 0.54 1.35 0.72
Percent increase (decrease) of diluted net
income per share and per ADS................. (7.69)% (3.01)%
</TABLE>
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* Excludes the effect of the repurchase of 191,500 shares completed in May 1999
for an aggregate amount of $4.6 million.
The Second Resolution sets forth the full text of the shareholder action to
which this Proposal relates.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RESOLUTION
RELATING TO A STOCK REPURCHASE PROGRAM
EXTRAORDINARY GENERAL MEETING
Within the authority of the Extraordinary General Meeting, the following
matters will be considered and voted upon:
PROPOSAL 3
TO INCREASE THE PAR VALUE OF OUR ORDINARY SHARES
In order to facilitate the two-for-one stock split proposed under the
Fourth Resolution submitted at this Special Meeting, we propose to increase the
par value of each of our Ordinary Shares from 0.15 euro to 0.20 euro each. If
this resolution is approved, the increase shall be effected by capitalizing
additional paid-in capital into share capital.
The Third Resolution sets forth the full text of the shareholder action to
which this proposal relates.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RESOLUTION
TO INCREASE THE PAR VALUE OF OUR ORDINARY SHARES
PROPOSAL 4
TO EFFECT A TWO-FOR-ONE SPLIT OF OUR ORDINARY SHARES
IN THE FORM OF A REDUCTION OF THE PAR VALUE
Your Board of Directors proposes to effect a two-for-one split of our
Ordinary Shares through a division of the par value of each Ordinary Share.
Under this proposal, assuming adoption of the Third Resolution, each
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<PAGE> 8
old Ordinary Share of par value 0.20 euro would be exchanged for two Ordinary
Shares of par value 0.10 euro each. As a result of the split of the Ordinary
Shares, each old American Depositary Share, which currently corresponds to one
old Ordinary Share, will be exchanged for two new American Depositary Shares,
each corresponding to one new Ordinary Share.
Your Board believes that the proposed two-for-one stock split will enhance
the liquidity of the shares on the stock markets on which our Ordinary Shares
and American Depositary Shares are traded, especially on the Premier Marche of
the Paris stock exchange where approximately 5% of our Ordinary Shares are
traded.
In order to achieve a simultaneous effective date of the split of both the
Ordinary Shares and American Depositary Shares, we propose that you grant to
your Board of Directors all powers to effect the split of the Ordinary Shares
within one year of this Special Meeting. If this resolution is passed, your
Board intends to effect the split of the Ordinary Shares and American Depositary
Shares on January 20, 2000.
The Fourth Resolution sets forth the full text of the shareholder action to
which this proposal relates.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RESOLUTION
TO AUTHORIZE THE TWO-FOR-ONE SPLIT OF OUR ORDINARY SHARES
PROPOSAL 5
TO AUTHORIZE CAPITAL REDUCTIONS BY CANCELLATION OF TREASURY SHARES
If the shareholders authorize the share repurchase program pursuant to the
Second Resolution, we also propose that shareholders authorize the Board of
Directors to reduce the share capital, on one or more occasions, by cancellation
of the treasury shares held by us following a repurchase of its own shares. In
accordance with applicable law, shares cancelled over a twenty-four month period
may not exceed 10% of the outstanding share capital.
The above authorization would be valid for a period of eighteen months from
the date of this Special Meeting.
The Fifth Resolution sets forth the full text of the shareholder action to
which this Proposal relates.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE RESOLUTION
TO REDUCE THE SHARE CAPITAL BY CANCELLATION OF TREASURY SHARES
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<PAGE> 9
TEXT OF RESOLUTIONS SUBMITTED FOR APPROVAL
FIRST RESOLUTION
This resolution is to increase the amount of authorized directors' fees to
the members of the Board of Directors for the fiscal year 2000 and on-going
fiscal years.
WHEREAS, this general meeting has acted in accordance with the conditions
of quorum and majority required for ordinary general meetings,
WHEREAS, this general meeting has acknowledged the report of the Board of
Directors,
RESOLVED, to allocate directors' fees amounting to the aggregate of
FF1,550,000 (or the euro equivalent) to the Board of Directors for the fiscal
year 2000 and annual directors' fees amounting to the aggregate of FF1,550,000
(or the euro equivalent) for each future fiscal year until the shareholders
resolve otherwise; such amount to be shared among members of the Board of
Directors pursuant to a resolution of the Board.
SECOND RESOLUTION
This resolution is to authorize the Board of Directors to carry out a stock
repurchase plan.
WHEREAS, this general meeting has acted in accordance with the conditions
of quorum and majority required for ordinary general meetings,
WHEREAS, this general meeting has acknowledged the report of the Board of
Directors and the prospectus (note d'information) approved by the French
Commission des Operations de Bourse,
Pursuant to the provisions of Article 217-2 and followings of the law
number 66-537 of July 24, 1966,
RESOLVED, to authorize the Board of Directors to purchase up to 1,000,000
shares of the Company of 0.15 euro par value each, or 0.20 euro par value each
in the event the third resolution below is adopted,
RESOLVED FURTHER, that in the event that the fourth resolution below is
adopted, the authorization to purchase shares shall be adjusted to become an
authorization to purchase 2,000,000 shares,
RESOLVED FURTHER, that the maximum purchase price shall not exceed 125
million euro or the U.S. dollar equivalent for shares represented by American
Depositary Shares, excluding expenses or commissions, such maximum price
corresponding to 62.50 euro per share if the fourth resolution is adopted, and
125 euro per share otherwise, provided that these repurchases be in compliance
with the provisions of the Commission des Operations de Bourse regulation
number 98-03 relating to the transactions carried out by issuers on their own
securities, and regulations applicable in the United States to the repurchase of
American Depositary Shares,
RESOLVED FURTHER that the powers delegated to the Board of Directors by
this resolution may be used by the Board of Directors with respect to all shares
held in treasury, including treasury shares purchased prior to the admission of
the shares of the Company on a regulated market within the meaning of French law
number 98-546 of July 2, 1998,
RESOLVED FURTHER that repurchased shares may, subject to the approval of
the fifth resolution below, be canceled,
RESOLVED FURTHER that the Board of Directors may effect the purchase, sell
or transfer of shares of the Company by any means including, in particular,
through block trades,
RESOLVED FURTHER that repurchased shares may be used, among other things,
(i) to stabilize the market price of Company's shares, (ii) to use excess cash
balances, (iii) to provide for shares in the context of the implementation of
employee stock purchase plans, (iv) as consideration in the context of an
acquisition or exchange, or (v) to minimize the dilution effect of a securities
issuance.
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Such authorization shall remain valid for a maximum period of eighteen
months from the date of this meeting. This authorization voids and replaces the
prior authorization to repurchase the Company's shares granted according to
fifth resolution of the mixed General Meeting on May 4, 1999.
The Board of Directors shall report to the Conseil des Marches Financiers
on a monthly basis any purchase, sale, transfer or cancellation of shares
realized and shall inform the shareholders in its yearly report to the Annual
Shareholders' Meeting of any such purchase or transfer of shares so realized.
THIRD RESOLUTION
This resolution is to approve an increase of the par value of the ordinary
shares of Business Objects S.A. through the capitalization of additional paid-in
capital.
WHEREAS, this general meeting has acted in accordance with the conditions
of quorum and majority required for extraordinary general meetings,
WHEREAS, this general meeting has acknowledged the report of the Board of
Directors,
RESOLVED, that the par value of each ordinary share of the Company be
increased from 0.15 euro to 0.20 euro through the capitalization of share
premium,
RESOLVED FURTHER that, in order to preserve the rights of the holders of
stock options, share warrants, securities giving access to capital and other
rights convertible into shares, the amount corresponding to the increase in par
value for all such outstanding stock options, share warrants and other rights
convertible into shares, shall be allocated to a special undistributable
reserve,
RESOLVED FURTHER, that for the avoidance of doubt, all authorizations to
repurchase shares or to issue shares, securities giving access to capital or
rights convertible into shares previously granted to the Board of directors
remain in full force and effect,
RESOLVED FURTHER, that the Board of Directors is hereby granted all powers
necessary to effect the increase in par value of the ordinary shares, including
but not limited to:
- To determine, within one year from this meeting, the effective date of
the increase in par value and the related amount of share premium to be
allocated to share capital, based on the total number of ordinary shares
forming the share capital as of that date;
- To determine the amount to be allocated to the undistributable reserve in
order to ensure the protection of the holders of then outstanding stock
options, share warrants, and other securities, if any, convertible into
ordinary shares;
- To amend article 6 of the statuts of Business Objects S.A. entitled
"Share Capital" accordingly;
- More generally to take all necessary steps as may be required to effect
the increase of the par value.
FOURTH RESOLUTION
This resolution is to approve a two-for-one split of the ordinary shares of
Business Objects S.A.
WHEREAS, this general meeting has acted in accordance with the conditions
of quorum and majority required for extraordinary general meetings,
WHEREAS, this general meeting has acknowledged the report of the Board of
Directors,
RESOLVED, that, subject to the condition precedent of the increase of the
par value of the shares from 0.15 euro to 0.20 euro, the par value of each share
of the Company be reduced from 0.20 euro to 0.10 euro and that the number of
ordinary shares forming the share capital be multiplied by two.
RESOLVED FURTHER, that the division of the par value of each share shall
entail the exchange of one ordinary share for two ordinary shares.
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RESOLVED FURTHER, that the Board of Directors is hereby granted all powers
necessary to effect the division of the par value of the ordinary shares,
including but not limited to:
- To determine, within one year from this meeting, the effective date of
the stock split and the related number of new shares to be issued as of
that date,
- To effect the exchange of new shares for old shares,
- To adjust in accordance with applicable law the number and exercise price
of stock options, securities giving access to capital, share warrants and
other instruments convertible into shares issued as of that date;
- To amend article 6 of the statuts of Business Objects S.A. entitled
"Share Capital" accordingly;
- More generally to take all necessary steps as may be required to effect
the stock split.
FIFTH RESOLUTION
This resolution is to authorize a capital reduction by cancellation of
treasury shares.
WHEREAS, this general meeting has acted in accordance with the conditions
of quorum and majority required for extraordinary general meetings,
WHEREAS, this general meeting has acknowledged the report of the Board of
Directors and the special report of the statutory auditors,
RESOLVED, subject to (i) the approval of the second resolution above, and
(ii) the absence of opposition from the creditors of the Company, to authorize,
for an eighteen-month (18) period, the Board of Directors to decrease the share
capital by way of cancellation of shares held by the Company in connection with
a repurchase of shares completed pursuant to a share repurchase plan,
RESOLVED FURTHER that the Board of Directors is hereby authorized to offset
the capital decrease on the any of the reserves accounts as it deems
appropriate,
GRANTED to the Board of Directors full powers in order to amend the by-laws
of the Company, as the case may be, to proceed with all formalities it deems
appropriate and to carry out all formalities that are necessary.
Such authorization shall remain valid for a maximum period of eighteen
months from the date of this meeting. This authorization voids and replaces the
prior authorization to stabilize the market price of Company's shares granted
according to fifteenth resolution of the mixed General Meeting on May 4, 1999.
9
<PAGE> 12
BENEFICIAL SHARE OWNERSHIP BY
PRINCIPAL SHAREHOLDERS AND MANAGEMENT
The following table sets forth the beneficial ownership of our American
Depositary Shares or Ordinary Shares (together referred to as the "shares") as
of October 30, 1999, for the following: (i) each person or entity who is known
by us to own beneficially more than 5% of our outstanding shares; (ii) each of
our directors; (iii) our Chief Executive Officer and each of our executive
officers; and (iv) all of our directors and executive officers as a group.
<TABLE>
<CAPTION>
SHARES PERCENTAGE
5% SHAREHOLDERS, DIRECTORS AND EXECUTIVE OFFICERS BENEFICIALLY OWNED(1) BENEFICIALLY OWNED(1)
------------------------------------------------- --------------------- ---------------------
<S> <C> <C>
5% SHAREHOLDERS
AIM Advisors(2)........................................ 1,415,029 7.4%
Putnam Investments(2).................................. 1,410,000 7.3%
INVESCO Global Asset Management(2)..................... 984,570 5.1%
DIRECTORS
Bernard Liautaud(3).................................... 714,279 3.7%
Bernard Charles(4)..................................... 8,334 *
Philippe Claude(5)..................................... 17,001 *
Albert Eisenstat(6).................................... 31,001 *
Arnold Silverman(7).................................... 108,292 *
Vincent Worms(8)....................................... 194,833 *
EXECUTIVE OFFICERS
Clifton Weatherford(9)................................. 24,219 *
David Kellogg(10)...................................... 15,408 *
Lawrence Lieberman(11)................................. 61,569 *
John Powell(12)........................................ 36,723 *
All Directors and executive officers as a group (10
persons)(13)......................................... 1,211,659 6.3%
</TABLE>
- ---------------
* Less than 1%.
(1) Applicable percentage ownership in the above table is based on 19,234,241
shares outstanding as of November 10, 1999, which excludes 191,500 shares
held in treasury. Unless otherwise indicated below, each shareholders named
in the table above has sole voting and investment power, or shares these
powers with his or her spouse, with respect to all shares beneficially
owned.
(2) Information obtained from Beacon Hill Partners, Inc, a New York based
market intelligence firm.
(3) Mr. Liautaud is also President and Chief Executive Officer and a Director
of the Company. Includes 21,874 shares issuable upon the exercise of stock
options exercisable on or before January 21, 2000.
(4) Includes 8,333 shares issuable upon the exercise of share warrants
exercisable on or before January 21, 2000.
(5) Includes 17,000 shares issuable upon the exercise of share warrants
exercisable on or before January 21, 2000.
(6) Includes 29,000 shares issuable upon the exercise of share warrants
exercisable on or before January 21, 2000.
(7) Includes 17,000 shares issuable upon the exercise of share warrants
exercisable on or before January 21, 2000.
(8) Includes 37,000 shares issuable upon the exercise of share warrants
exercisable on or before January 21, 2000. Also includes shares held by
certain funds affiliated with Mr. Worms, for which he disclaims beneficial
ownership except as to his pecuniary interests therein, as follows: AXA
U.S. Growth Fund, L.L.C. (45,000 shares), Paribas U.S. Growth Fund Partners
C.V. (70,000 shares) and Partech International S.A. (4,623 shares). Mr.
Worms could be deemed to beneficially own such shares.
10
<PAGE> 13
(9) Includes 20,622 shares issuable upon the exercise of stock options
exercisable on or before January 21, 2000.
(10) Includes 12,176 shares issuable upon the exercise of stock options
exercisable on or before January 21, 2000.
(11) Includes 53,225 shares issuable upon the exercise of stock options
exercisable on or before January 21, 2000.
(12) Includes 33,882 shares issuable upon the exercise of stock options
exercisable on or before January 21, 2000.
(13) Includes 250,112 shares issuable upon the exercise of stock options and
warrants exercisable on or before January 21, 2000.
11
<PAGE> 14
OVERVIEW OF BUSINESS OBJECTS FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following sets forth certain unaudited consolidated statements of
operations data for the quarter and the nine months ended September 30, 1999,
together with prior year data. The selected balance sheet data for the years
ended December 31, 1998, are derived from our audited financial statements
prepared under U.S. generally accepted accounting principles. The selected
financial data for the three months and nine months ended September 30, 1998 and
1999 are derived from our unaudited consolidated financial statements prepared
under U.S. generally accepted accounting principles.
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- --------------------------
1998 1999 1998 1999
----------- ----------- ----------- -----------
(IN THOUSANDS U.S.$, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
<S> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF OPERATIONS:
Revenues.............................................. 41,257 59,766 115,374 166,817
Gross margin.......................................... 34,223 49,539 96,415 137,507
Income from operations................................ 3,361 9,456 8,390 22,396
Net income............................................ 2,308 5,893 5,668 14,245
Basic net income per share............................ 0.14 0.33 0.34 0.80
Diluted net income per share.......................... 0.13 0.30 0.32 0.74
Weighted average shares -- basic...................... 16,975 18,007 16,903 17,727
Weighted average shares -- diluted.................... 17,624 19,719 17,661 19,305
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1998 1999
------------ -------------
(IN THOUSANDS U.S.$)
<S> <C> <C>
CONSOLIDATED BALANCE SHEET DATA:
Cash, cash equivalents and short-term investments........... 71,713 93,863
Total current assets........................................ 121,942 146,226
Total assets................................................ 138,085 167,465
Total current liabilities................................... 70,838 84,054
Long-term obligations....................................... -- 1,000
Shareholders equity......................................... 67,247 82,411
</TABLE>
Third quarter revenues were $59.8 million, an increase of 45% compared to
revenues of $41.3 million for the quarter ended September 30, 1998. This was the
ninth consecutive quarter in which we have realized year-over-year revenue
growth of greater than 40%. Net income for the third quarter was $5.9 million,
compared to $2.3 million for the same period last year, representing a 155%
increase. Diluted net income per share and per American Despositary Share for
the quarter ended September 30, 1999 were $0.30, compared to $0.13 in the third
quarter of last year.
Revenues for the nine months ended September 30, 1999 were $166.8 million,
an increase of 45% compared to revenues of $115.4 million during the same period
last year. Net income for the nine months ended September 30, 1999 was $14.2
million, compared to $5.7 million for the same period last year. Diluted income
per share and per American Despositary Share for the nine months ended September
30, 1999 were $0.74, compared to $0.32 in the prior year nine month period.
In the third quarter, we saw continued strength in the North American
market, with sales in this region increasing 55% over the prior year level. We
also saw a solid contribution from our indirect channels, which accounted for
46% of total revenues for the quarter. Business Objects also expanded its
customer base in the third quarter, adding over 125,000 new licenses for a total
of 1,442,000 worldwide.
Our balance sheet continued to be strong with $93.9 million in cash and
cash equivalents. Total assets at September 30, 1999 were $167.5 million,
compared to $138.1 million at December 31, 1998.
12
<PAGE> 15
FIVE YEAR SUMMARY UNCONSOLIDATED FINANCIAL INFORMATION
OF BUSINESS OBJECTS S.A.
The following table sets forth certain unconsolidated data prepared under
French generally accepted accounting principles, related to Business Objects
S.A.
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
---------- ----------- ----------- ----------- -----------
(IN FRENCH FRANCS)
<S> <C> <C> <C> <C> <C>
1. CAPITAL AT YEAR-END
Capital stock, par value......... 15,672,902 15,677,662 16,173,513 16,492,297 16,936,427
Number of ordinary shares
issued......................... 15,672,902 15,677,662 16,173,513 16,492,297 16,936,427
Number of preferred shares
Maximum number of shares
issuable pursuant to exercise
of subscription rights or
conversion of bonds or other
convertible securities......... 808,455 1,200,272 1,825,221 1,993,101 2,534,628
2. OPERATIONS AND INCOME FOR THE
YEAR
Total revenues................... 98,416,577 167,644,564 227,845,192 267,371,015 363,016,601
Income before taxes, profit
sharing and amortization and
provisions..................... 23,822,326 57,008,428 37,279,585 29,190,204 50,257,953
Income tax benefit (provision)... 712,773 (14,938,663) (10,045,109) (7,625,652) (10,393,458)
Required profit sharing.......... 1,312,178 6,306,886 3,460,845 4,415,572 13,370,005
Income after taxes, profit
sharing and amortization and
provisions..................... 19,604,044 29,829,842 20,412,912 9,105,875 18,038,197
Dividends distributed............ -- -- -- -- --
3. INCOME PER ISSUED SHARE
Income after taxes and profit
sharing but before amortization
and provisions................. 1.48 2.28 1.47 1.04 1.56
Income after taxes, profit
sharing and amortization and
provisions..................... 1.25 1.90 1.26 0.55 1.07
Dividends distributed per
share.......................... -- -- -- -- --
4. PERSONNEL
Average number of employees...... 105 157 215 303 340
Total payroll and social
charges........................ 30,477,203 50,487,712 69,866,129 88,609,212 107,414,666
Total social benefits............ 14,084,056 22,723,746 31,708,537 41,610,171 59,078,462
</TABLE>
13
<PAGE> 16
ANNEX A
BUSINESS OBJECTS S.A.
SOCIETE ANONYME
WITH A SHARE CAPITAL OF 2,913,861.15
REGISTERED OFFICE: 1 SQUARE CHAPTAL
92300 LEVALLOIS-PERRET
R.C.S. NANTERRE B 379 821 994
------------------------
ORDINARY AND EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS ON JANUARY 7, 2000
REQUEST FOR INFORMATION FORM
I, the undersigned, residing at ,
holder of [ ] American Depositary Shares hereby request the sending of the
documents and information concerning the mixed general meeting, as referred to
in article 135 of the decree of March 23, 1967 on commercial companies.
Executed in ,
On .
Documents to be returned to:
- ---------------------------------------------------------
--------------------------------------------------------------
--------------------------------------------------------------
Note: Pursuant to article 138 paragraph 3 of the decree of March 23, 1967,
shareholders may, by single request, obtain from Business Objects S.A. the
documents mentioned in article 135 of the said decree upon the occurrence of
each subsequent general meeting of shareholders.
A-1
<PAGE> 17
ANNEX B
BUSINESS OBJECTS S.A.
INSTRUCTIONS TO THE BANK OF NEW YORK, AS DEPOSITARY (MUST BE RECEIVED
PRIOR TO THE CLOSE OF BUSINESS ON DECEMBER 30, 1999)
The undersigned Holder of American Depositary Receipts hereby requests and
instructs The Bank of New York, as Depositary, to endeavor, insofar as
practicable, to cause to be voted the Deposited Securities corresponding to such
Receipts registered in the name of the undersigned on the books of the
Depositary as of the close of business on November 22, 1999 at the Ordinary and
Extraordinary General Meeting of Shareholders of Business Objects S.A. to be
held in France, on January 7, 2000 (First Call) and if needed on January 20,
2000 (Second Call), and any adjournments thereafter, in respect of the
Resolutions specified in the Notice of Meeting.
NOTES:
Instructions as to voting on the specified resolutions should be indicated by an
"X" in the appropriate box.
1. It is understood that if (i) a Voting Instruction Card which is signed but
on which no voting instructions are indicated, (ii) a Voting Instruction
Card is improperly completed, or (iii) no Voting Instruction Card is
received by the Depositary from a Holder of American Depositary Receipts
on or before December 30, 1999, the Depositary will deem such Holder to
have instructed the Depositary to give a proxy to the President of the
Special Meeting to vote in favor of each proposal recommended by the Board
of Directors of the Company and against each proposal opposed by the Board
of Directors of the Company.
Business Objects S.A.
P.O. Box 11230
New York, NY 10203-0230
(CONTINUED AND TO BE DATED AND SIGNED ON THE VERSE SIDE)
14
<PAGE> 18
PROXY CARD GOES HERE.
<TABLE>
<CAPTION>
Within the authority of the Ordinary General Meeting, the following FOR AGAINST
items will be voted on:
<S> <C> <C>
1. To increase the amount of directors fees to be paid to [] []
members of the Board of Directors
2. To authorize the Board of Directors to repurchase our shares [] []
Within the authority of the Extraordinary General Meeting, the following items
will be voted on:
3. To increase the par value of our ordinary shares from 0.15 [] []
euro to 0.20 euro per share
4. To effect a two-for-one stock split in the form of a division of the [] []
par value of our shares
5. To authorize capital reductions through cancellation of [] []
shares
The Voting Instructions must be signed
by the person in whose name the
relevant Receipt is registered on the
books of the Depositary. In the case of
a Corporation, the Voting Instructions
must be executed by a duly authorized
Officer or Attorney. In the case of
joint holders, the signature of any one
will suffice.
Dated: , 1999
---------------------------------------
Signature
---------------------------------------
Signature, if held jointly
VOTES MUST BE INDICATED (X) IN BLACK OR BLUE INK. [ ]
SIGN, DATE AND RETURN THE FORM PROMPTLY USING THE ENCLOSED ENVELOPE.
</TABLE>
15
