<PAGE> 1
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: July 28, 1999
BAAN COMPANY N.V.
Baron van Nagellstraat 89
3770 AC Barneveld
The Netherlands
and
11911 Freedom Drive, Suite 300
Reston, Virginia USA 20190
(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 [ ]
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- N.A.
<PAGE> 2
BAAN COMPANY N.V.
FORM 6-K
Pursuant to the Act of 26 March 1998 Amending the Act on the Supervision of the
Securities Trade of 1995 (the "Dutch Securities Act"), which amendments became
effective April 1, 1999, Dutch companies are required to notify the Stichting
Toezicht Effectenverkeer ("STE") of certain transactions in company securities.
Baan Company N.V., a Netherlands corporation ("Baan"), made its regular
quarterly notification under these amendments with the STE on July 28, 1999 for
the quarterly period April 1 - June 30, 1999 (2Q99). Baan reported to the STE
that:
(i) During 2Q99, the Company granted 2,445,777 options in the Company's
shares pursuant to the Baan 1993 Stock Plan;
(ii) Mr. Tom Tinsley, then Chairman of the Baan Management Board, was
granted 250,000 options in Baan shares on May 25 at the fair market
value for Baan shares as of close of trading that day; and
(iii) Mr. Pierre Everaert, Chairman of the Baan Supervisory Board,
purchased 125,000 shares in the Company on the Amsterdam Exchange on
May 20 while the Company was in an open period.
-2-
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, 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
---------------------------------------
Robert Goudie
Senior Vice President, General Counsel
and Secretary to the Board of Directors
Date: July 28, 1999