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Filed pursuant to Rule 424(b)(3)
REGISTRATION STATEMENT NO. 333-24201
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PROSPECTUS SUPPLEMENT NUMBER NINE (TO THE PROSPECTUS DATED
MAY 21, 1997 AS SUPPLEMENTED BY PROSPECTUS SUPPLEMENT NUMBER ONE DATED JULY 25,
1997, NUMBER TWO DATED AUGUST 29, 1997, NUMBER THREE DATED SEPTEMBER 11, 1997,
NUMBER FOUR DATED SEPTEMBER 24, 1997, NUMBER FIVE DATED OCTOBER 14, 1997, NUMBER
SIX DATED NOVEMBER 5, 1997, NUMBER SEVEN DATED DECEMBER 9, 1997 AND NUMBER EIGHT
DATED JANUARY 9, 1998)
$113,550,000
BAAN COMPANY N.V.
4.5% CONVERTIBLE SUBORDINATED NOTES DUE 2001
This Prospectus Supplement of Baan Company N.V. ("Baan" or the "Company")
supplements information contained in the Company's Prospectus dated May 21, 1997
(as supplemented, the "Prospectus") relating to the potential sales from time to
time of up to $113,550,000 aggregate principal amount of 4.5% Convertible
Subordinated Notes due 2001 (the "Registrable Notes") which were originally sold
by the Company in December 1996 and January 1997 (the "Original Offering") in
transactions exempt from the registration requirements of the Securities Act, to
persons reasonably believed by Deutsche Morgan Grenfell Inc., as the initial
purchaser (the "Initial Purchaser") of the Registrable Notes, to be "qualified
institutional buyers" (as defined by Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act", or other institutional "accredited investors"
(as defined in Rule 501(a)(1), (2), (3) or (7) under Regulation D of the
Securities Act) and the shares of the Company's common stock, par value NLG 0.06
per (post-Stock Split) share ("Common Stock") issuable upon conversion of the
Registrable Notes. An additional $86,450,000 aggregate principal amount of 4.5%
Convertible Subordinated Notes due 2001 (the "Bearer Notes") were issued by the
Company in the Original Offering and sold by the Initial Purchaser in compliance
with the provisions of Regulation S under the Securities Act (the Registrable
Notes and Bearer Notes are collectively referred to as the "Notes"). The
Registrable Notes and the Common Stock issuable upon conversion thereof may be
offered and sold by the holders named in this Prospectus Supplement or by
holders named from time to time in one or more additional supplements to the
Prospectus or by their transferees, pledgees, donees or their successors
(collectively, the "Selling Holders").
On November 25, 1997, the shareholders of the Company approved a two-for-one
stock split of the Company's outstanding and authorized number of shares of
Common Stock (the "Stock Split"). The record date for the Stock Split was
December 11, 1997. In connection with the Stock Split the par value of the
(post-Stock Split) shares of Common Stock was increased to NLG 0.06.
The Registrable Notes are convertible into shares of Common Stock at any
time prior to the close of business on December 15, 2001, the maturity date of
the Notes, unless previously redeemed or repurchased, at a current conversion
price of $22.00 per (post-Stock Split) share (equivalent to an approximate
conversion rate of 45.45 shares per $1,000 principal amount of Registrable
Notes), subject to further adjustment in certain events. On November 2, 1998,
the closing price of the Common Stock, which is listed on the Nasdaq National
Market under the symbol 'BAANF,' was $11 3/8 per (post-Stock Split) share.
The Registrable Notes and the Common Stock issuable upon conversion of the
Registrable Notes may be sold by the Selling Holders from time to time directly
to purchasers or through agents, underwriters or dealers. See "Selling Holders"
and "Plan of Distribution." If required, the names of any such agents or
underwriters involved in the sale of the Registrable Notes and the Common Stock
issuable upon conversion of the Registrable Notes in respect of which this
Prospectus is being delivered and the applicable agent's commission, dealer's
purchase price or underwriter's discount, if any, will be set forth in an
accompanying supplement to the Prospectus.
The Selling Holders will receive all of the net proceeds from the sale of
the Registrable Notes and the Common Stock issuable upon conversion of the
Registrable Notes and will pay all underwriting discounts and selling
commissions, if any, applicable to the sale of the Registrable Notes and the
Common Stock issuable upon conversion of the Registrable Notes. The Company is
responsible for payment of all other expenses incident to the offer and sale of
the Registrable Notes and the Common Stock issuable upon conversion of the
Registrable Notes.
The Selling Holders and any broker-dealers, agents or underwriters which
participate in the distribution of the Registrable Notes and the Common Stock
issuable upon conversion of the Registrable Notes may be deemed to be
"underwriters" within the meaning of the Securities Act, and any commission
received by them and any profit on the resale of the Registrable Notes and
Common Stock issuable upon conversion of the Registrable Notes purchased by them
may be deemed to be underwriting commissions or discounts under the Securities
Act. See "Plan of Distribution" for a description of indemnification
arrangements.
The Registration Statement of which this Prospectus Supplement is a part has
been filed with the Securities and Exchange Commission pursuant to a
registration rights agreement dated as of December 15, 1996 (the "Registration
Rights Agreement") between the Company and the Initial Purchaser, entered into
in connection with the Original Offering.
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY INVESTORS
IN EVALUATING AN INVESTMENT IN THE SECURITIES OFFERED HEREBY, SEE "RISK FACTORS"
ON PAGE 8.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS SUPPLEMENT NUMBER NINE IS NOVEMBER 3, 1998
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SELLING HOLDERS
The Registrable Notes were originally issued by the Company and sold by
Deutsche Morgan Grenfell Inc. (the "Initial Purchaser"), in transactions exempt
from the registration requirements of the Securities Act, to persons reasonably
believed by such Underwriters to be "qualified institutional buyers" (as defined
in Rule 144A under the Securities Act), to a limited number of institutional
investors that are accredited investors within the meaning of Rule 501(a) of the
Securities Act. The Selling Holders may from time to time offer and sell
pursuant to the Prospectus any or all of the Registrable Notes and Common Shares
issued upon conversion of the Registrable Notes. The term Selling Holder
includes the holders listed herein and in any additional Prospectus Supplement
and the beneficial owners of the Registrable Notes and their transferees,
pledgees, donees or other successors. Any such additional Prospectus Supplement
will contain certain information with respect to the Selling Holders and the
respective aggregate principal amount of Registrable Notes beneficially owned by
each Selling Holder that may be offered pursuant to the Prospectus. Such
information will be obtained from the Selling Holders.
The following table supplements the information set forth in the Prospectus
under the caption "Selling Holders" and sets forth, as of a recent practicable
date, certain information with respect to the Selling Holders and the respective
principal amounts of Registrable Notes and the (post-Stock Split) Common Shares
issuable upon conversion of the Registrable Notes beneficially owned by each
Selling Holder that may be offered pursuant to the Prospectus. Such information
was obtained from the Selling Holders.
<TABLE>
<CAPTION>
COMMON SHARES
PRINCIPAL PRINCIPAL OWNED PRIOR COMMON SHARES
AMOUNT OF NOTES AMOUNT OF NOTES TO OFFERED
NAME OF SELLING HOLDER OWNED OFFERED HEREBY OFFERING(1) HEREBY(2)
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<S> <C> <C> <C> <C>
Deutsche Bank Securities
Inc.(3)(4)...................... 2,204,000 2,204,000 62,818 100,172
Tribeca Investments, L.L.C.(5).... 6,000,000 6,000,000 0 272,700
Morgan Grenfell and Co. Ltd....... 9,075,000 9,075,000 96,330 412,459
</TABLE>
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(1) Includes the number of Common Shares as to which the Selling Holder has sole
or shared voting or investment power and Common Shares issuable pursuant to
options and/or warrants exercisable within the next 60 days.
(2) Assumes conversion into Common Shares of the full amount of Notes held by
the Selling Holder at the current conversion rate and the offering of such
shares by such Selling Holder pursuant to the Registration Statement of
which the Prospectus forms a part. The conversion rate and the number of
Common Shares issuable upon conversion of the Notes has been adjusted for
the Stock Split and is subject to further adjustment under certain
circumstances. Accordingly, the number of Common Shares issuable upon
conversion of the Notes may increase or decrease from time to time.
Fractional shares will not be issued upon conversion of the Notes; rather,
cash will be paid in lieu of fractional shares, if any.
(3) "Deutsche Bank Securities Inc." changed its name in May 1998, and prior to
that time was "Deutsche Morgan Grenfell Inc." Deutsche Bank Securities Inc.
and certain of its affiliates ("Deutsche Bank Securities Inc."), have in the
past provided to the Company and/or its affiliates investment banking and/or
investment advisory services including acting as lead Initial Purchaser in
the Original Offering. In each case, Deutsche Bank Securities Inc. has
received only customary fees in connection with the provision of such
services.
(4) Deutsche Bank Securities Inc. has been listed as a Selling Holder of
$23,898,000, $7,028,000, $2,100,000, $15,000,000, $2,000,000 and $1,000,000
principal amount of Registrable Notes in Supplement Number One, dated July
25, 1997, Supplement Number Two, dated August 29, 1997, Supplement Number
Three, dated September 11, 1997, Supplement Number Five, dated October 14,
1997, Supplement Number Seven, dated December 9, 1997 and Supplement Number
Eight, dated January 9, 1998, respectively. Deutsche Bank Securities Inc. is
hereby listed as the Selling Holder of an additional $2,204,000 principal
amount of Registrable Notes.
S-2
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(5) Tribeca Investments, L.L.C. has been listed as a Selling Holder of
$2,426,000 principal amount of Registrable Notes in Supplement Number Eight,
dated January 9, 1998. Tribeca Investments, L.L.C. is hereby listed as the
Selling Holder of an additional $6,000,000 principal amount of Registrable
Notes.
Except for Deutsche Bank Securities Inc. (see footnote (3) above), none of
the named Selling Holders has, or within the past three years has had, any
position, office or other material relationship with the Company or its
affiliates. Because the Selling Holders may, pursuant to the Prospectus, offer
all or some portion of the Notes or the Common Shares issuable upon conversion
of the Notes, no estimate can be given as to the principal amount of the Notes
or the number of Common Shares issuable upon conversion of the Notes that will
be held by the Selling Holders upon termination of any such sales. In addition,
the Selling Holders identified above may have sold, transferred or otherwise
disposed of all or a portion of their Notes, since the date on which they
provided the information regarding their holdings of Notes, in transactions
exempt from the registration requirements of the Securities Act. Selling Holders
that wish to transfer pursuant to the Registration Statement of which the
Prospectus forms a part the Notes or Common Shares issuable upon conversion of
the Notes must complete and sign a Notice of Transfer Pursuant to Registration
Statement.
S-3
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY OF ITS AGENTS. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE SUCH DATE.
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TABLE OF CONTENTS
<TABLE>
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PAGE
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PROSPECTUS SUPPLEMENT
NUMBER NINE
Selling Holders....................... S-2
PROSPECTUS SUPPLEMENT
NUMBER EIGHT
Selling Holders....................... S-2
PROSPECTUS SUPPLEMENT
NUMBER SEVEN
Selling Holders....................... S-2
PROSPECTUS SUPPLEMENT
NUMBER SIX
Selling Holders....................... S-2
PROSPECTUS SUPPLEMENT
NUMBER FIVE
Selling Holders....................... S-2
PROSPECTUS SUPPLEMENT
NUMBER FOUR
Selling Holders....................... S-2
PROSPECTUS SUPPLEMENT
NUMBER THREE
Selling Holders....................... S-2
PROSPECTUS SUPPLEMENT
NUMBER TWO
Selling Holders....................... S-2
PROSPECTUS SUPPLEMENT
Selling Holders....................... S-2
PROSPECTUS
Enforceability of Civil Liabilities... 1
Available Information................. 1
Incorporation of Certain Documents by
Reference........................... 3
Summary............................... 4
The Company........................... 6
Risk Factors.......................... 8
Exchange Controls and Other
Limitations Affecting Security
Holders............................. 16
Limitation of Liability and
Indemnification..................... 17
Ratio of Earnings and Fixed Charges... 17
Use of Proceeds....................... 17
Description of Registrable Notes...... 18
Share Certificates and Transfer....... 33
Taxation.............................. 34
Selling Holders....................... 39
Plan of Distribution.................. 39
Legal Matters......................... 40
Experts............................... 40
</TABLE>
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$113,550,000
BAAN COMPANY N.V.
4.5% CONVERTIBLE SUBORDINATED
NOTES DUE 2001
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PROSPECTUS SUPPLEMENT
NUMBER NINE
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NOVEMBER 3, 1998
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