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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
Date of Report: December 10, 1999
BAAN COMPANY N.V.
Baron van Nagellstraat 89
3770 AC Barneveld
The Netherlands
and
2191 Fox Mill Road, Suite 500
Herndon, Virginia USA 20171
(Addresses of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F
Form 20-F X Form 40-F
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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
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If "Yes" is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b):
82- N.A.
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BAAN COMPANY N.V.
FORM 6-K
SALE OF EQUITY SECURITIES
On November 24, 1999, Baan Company N.V. ("Baan") amended its
agreement with Fletcher International Limited ("Fletcher") to provide up to an
additional $200 million in equity funding. Under the original December 1998
agreement, Fletcher agreed to provide up to $225 million in equity funding to
Baan. This increase brings the total potential equity funding commitment to Baan
to $425 million.
Baan intends to exercise in December 1999 a total of $110 million
from its agreement with Fletcher. This will bring the total funding received
under this agreement to $210 million at end of 1999, leaving $215 million of
equity funding available. Prior to June 30, 2000, Baan has the right to exercise
$40 million of the remaining funding available. Fletcher has the right to invest
$175 million, plus any unexercised portion of Baan's right, prior to December
31, 2001. The offer and sale of these securities were not registered under the
Securities Act of 1933 in reliance of the exemption provided by Section 4(2) of
the Act.
All investments by Fletcher will be in exchange for the right to
receive Baan common shares that will be issued within three years of funding at
dates to be determined by Fletcher. The number of common shares, and the price
per share, will be calculated using a formula set forth in the agreement as
amended, and generally will be based on share prices prevailing during the
period prior to issuance. In any event, the exercise price for the shares for
the $225 million under the original agreement cannot exceed $16.00 per share,
and for the $200 million in additional commitment under the November 24
amendment, the exercise price cannot exceed $18.00 per share.
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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.
BAAN COMPANY N.V.
By: /s/ ROBERT GOUDIE
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Robert Goudie
Senior Vice President, General Counsel and
Secretary to the Board of Directors
Date: December 10, 1999
