<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: June 23, 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
Baan Company N.V., a Netherlands corporation ("Baan Company"), issued two
press releases dated May 26, 1999 and June 14, 1999, respectively (the "Press
Releases"), announcing the promotion of Mary Coleman to the position of Chief
Executive Officer and the nomination of Andrew Nash to its Board of Managing
Directors.
The Press Releases are attached as Exhibit 99.1 and Exhibit 99.2 to this
Report on Form 6-K and are incorporated by reference herein. The foregoing
summary of the Press Releases are qualified in their entirety by reference to
the Press Releases.
Any statements contained in the Press Releases that are not historical
facts are forward-looking statements. In particular, statements using the words
"will," "plans," "expects," "believes," "anticipates," or like terms are by
their nature predictions based upon current plans, expectations, estimates, and
assumptions. These statements are subject to a number of risks and uncertainties
that could significantly affect outcomes, which may differ materially from the
expectations, estimates, or assumptions expressed in or implied by any such
forward-looking statements. Specific risks applicable to such forward-looking
statements include risks associated with the failure to conclude any proposed
agreement and/or changing conditions in the marketplace. Other risks and
uncertainties associated with the businesses of Baan Company may be reviewed in
Baan Company's public filings on Form 6-K and Form 20-F. Those documents are
publicly on file with the U.S. Securities and Exchange Commission.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
99.1 Press Release of Baan Company N.V. dated May 26, 1999.
99.2 Press Release of Baan Company N.V. dated June 14, 1999.
</TABLE>
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: June 23, 1999
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
99.1 Press Release of Baan Company N.V. dated May 26, 1999.
99.2 Press Release of Baan Company N.V. dated June 14, 1999.
</TABLE>
4
<PAGE> 1
EXHIBIT 99.1
Press Release
BAAN COMPANY PROMOTES MARY COLEMAN TO CEO
COMPANY NAMES MANAGEMENT BOARD NOMINEES
BARNEVELD, THE NETHERLANDS AND RESTON, VIRGINIA, USA - MAY 26, 1999 - Baan
Company N.V. (ASE: BAAN; Nasdaq: BAANF) announced today that Mary Coleman,
current Baan President, will become CEO of the Company effective June 1. Coleman
has also been nominated as Chairman of the Management Board, subject to
shareholder ratification at the Company's annual shareholders meeting, scheduled
for June 23 in The Netherlands. Tom Tinsley, current Management Board Chairman
and CEO will pursue new business opportunities outside Baan, and will continue
to provide counsel and assistance to the Company during the transition over the
next two months. The Company also named today additional nominees to its
Management Board.
COLEMAN ASSUMES CEO ROLE AS BAAN RENEWS MOMENTUM
"Baan is a global leader in the enterprise applications space," said Ms.
Coleman. "We have the people, technology, and partnerships to extend our
leadership into the rapidly expanding Internet economy. Our new e-commerce suite
puts us at the forefront of the business-to-business Internet growth area. I
look forward to my new responsibilities and helping Baan grow its position as
one of the world's leading application providers."
Ms. Coleman served as President and CEO of Aurum Software for four years
through its IPO and subsequent acquisition by Baan in 1997. Upon joining Baan,
Coleman managed the expansion and growth of the successful Baan Front Office
Solutions division. Since becoming Baan President in October of last year, she
and Mr. Tinsley have worked together to ensure that Baan maintained its momentum
through a 100-day restructuring program which refocused the Company's efforts
and reduced its ongoing cost structure by $60 million per quarter to align the
business with reduced demand for ERP software principally due to Y2K. Coleman
and Tinsley also recruited a seasoned new Supervisory Board of Directors and
expanded the management team including a new Chief Financial Officer.
"Mary's skills and capabilities were factors in our decision to acquire
Aurum Software, Inc. in 1997," Mr. Tinsley said. "I promoted her to President
last October to help drive the operational activities of the Company, and she
has proven to be a true leader. We completed the steps to reposition Baan for
success. I think this is a good time for me to pursue new challenges." Mr.
Tinsley will provide assistance during a transition period that ends July 31.
Mr. Tinsley has plans to pursue new business opportunities. One of the
first is GuideStar (http://www.guidestar.org), an initiative of Philanthropic
Research, Inc., a non-profit organization. Mr. Tinsley joined their Board last
fall and will become increasingly active in executing on their strategy
<PAGE> 2
to transform philanthropy by providing exhaustive information about the work and
finances of non-profit organizations to donors on the Internet.
"Baan has benefited tremendously from Tom's commitment and vision over the
past 3 1/2 years," said Coleman. "His foresight to acquire companies took Baan
beyond ERP and into the high growth areas of customer relationship management
and supply chain, changing the dynamics of the enterprise applications market.
He was the first to see that a strong indirect channel could help ERP vendors
tap into the growth potential of the midmarket, and led us to develop
relationships with more than 230 resellers. Tom kept the Company true to its
technology roots by protecting its commitment to R&D while building
relationships with Microsoft and others to put us on the path to the high
volume, low touch model that we think will help propel the future of this
industry."
MANAGEMENT BOARD NOMINEES
The Company also announced that its annual shareholders meeting has been
scheduled for June 23 in the Netherlands. The new Management Board nominees will
be put forth for shareholder ratification at that time.
Dutch companies are governed by a Supervisory Board (effectively the
equivalent of a U.S.-style Board of Directors) and a Management Board, which is
responsible for the day-to-day operations of the company. In addition to Ms.
Coleman, the following individuals are also being nominated to the Management
Board:
Peter Aird, Executive Vice President of Global Support;
Jim Mooney, Executive Vice President, Chief Financial Officer;
Laurens van der Tang, Executive Vice President for Research and
Development; and
Klaas Wagenaar, Executive Vice President for Operational and Strategic
Initiatives.
[Note to editors: Complete biographies for Nominees to the Management Board
are available on the Baan web site at www.baan.com/announcement]
"With today's announcement we build on Baan's forward momentum," said
Pierre Everaert, Chairman of the Supervisory Board. "The Management Board
nominees have the full support and enthusiasm of the new Supervisory Board. I
believe this is the team, together with all our employees, to take Baan to the
next level of success."
ABOUT BAAN COMPANY
Founded in 1978, Baan Company (ASE: BAAN; Nasdaq: BAANF) is a leading
global provider of enterprise business software. Baan Company offers a
comprehensive portfolio of best-in-class, component-based applications for front
office, corporate office, and back office automation are in use at approximately
12,000 customer sites worldwide. Baan Company products reduce complexity,
improve core business processes, are faster to implement and use, are more
flexible than our
<PAGE> 3
competitors' in adapting to business changes, and optimize the management of
information throughout the entire value chain.
Baan Company has dual headquarters in Barneveld, The Netherlands and
Reston, Virginia, USA and can be found on the World Wide Web at www.baan.com.
###
Statements in this press release using the words "believes," "expects,"
"anticipates," and the like are forward-looking statements within the meaning of
the Securities Exchange Act of 1934, as amended, and as such are subject to a
number of risks and uncertainties that could significantly affect outcomes.
Actual outcomes, therefore, may differ materially from the expectations,
estimates, or assumptions expressed in or implied by any such statements.
Typical risks and uncertainties may be reviewed in the Baan Company's public
filings on file with the U.S. Securities and Exchange Commission (including its
most recent Form 20-F and 6-K).
"Baan" is a registered trademark of Baan Company, and any trade, product,
or service name referenced in this release using the name "Baan" is a trademark
and/or property of Baan Company. All other company, product, and service names
may be trademarks of their respective owners.
FOR MORE INFORMATION, PLEASE CONTACT:
Baan Company (For Investor Relations)
Mark Wabschall or David Spille
Phone: +1.703.467.3201 and +31(0)34.242.8609
Email: [email protected]
Baan Company (For Media)
Ronald Florisson, Vice President of Corporate Communications
Phone: +31(0)34.242.8786 (Europe) or +1 703-467-3000 (North America)
<PAGE> 1
EXHIBIT 99.2
Press Release
BAAN COMPANY ANNOUNCES NOMINATION OF ANDREW NASH
TO BOARD OF MANAGING DIRECTORS
NOMINATION SUPPORTS ONGOING COMMITMENT TO DRIVE CUSTOMER SATISFACTION
ACROSS BAAN COMPANY PRODUCTS AND SERVICES
BARNEVELD, THE NETHERLANDS AND RESTON, VIRGINIA, USA - JUNE 14, 1999 - Baan
Company N.V. (ASE: BAAN; Nasdaq: BAANF), a global provider of business software,
today announced the nomination of Andrew Nash to its Board of Managing Directors
(Dutch companies are governed by a Supervisory Board--effectively the equivalent
of a U.S.-style Board of Directors--and a Management Board, which is responsible
for the day-to-day operations of the company). Nash, currently Senior Vice
President of Baan Consulting, has been promoted to Executive Vice President of
Services in conjunction with the nomination.
The nomination is a further signal of the Company's ongoing commitment to
customer satisfaction across all of its operations (Peter Aird, Executive Vice
President of Global Support, also has been nominated for a Management Board
seat, as previously announced). Nash's new role enables Baan Company to bring
its entire line of service offerings under a single executive. In addition to
his new responsibilities, Nash will continue to oversee management of services
offerings provided by Baan Company as well as corporate customer initiatives for
the 6,300 customers using Baan Company enterprise solutions at 12,000 sites
around the world.
The nomination of Nash to the Board of Managing Directors - along with
those of Mary Coleman, Chairman and Chief Executive Officer; Peter F. Aird,
Executive Vice President, Global Support; James F. Mooney, Executive Vice
President, Chief Financial Officer; Laurens van der Tang, Executive Vice
President Research, and Development; and N.M. (Klaas) Wagenaar, Executive Vice
President, Operational and Strategic Initiatives (all of which were previously
announced) - are subject to shareholder ratification at the Company's annual
shareholders meeting, scheduled for June 23 in The Netherlands.
Nash joined Baan Company in 1998 as President of Baan Corporate Office
Solutions. Prior to joining the Company, he served as Global Managing Partner
for Deloitte & Touche Consulting Group/ICS, where he was responsible for the
growth and globalization of the Baan Company service line within the firm. Prior
to that he had been Chief Executive Officer & Managing Director, Australia and
New Zealand, where he established Deloitte & Touche Consulting Group/ICS's
operations in those countries.
<PAGE> 2
ABOUT BAAN COMPANY
Founded in 1978, Baan Company (ASE: BAAN; Nasdaq: BAANF) is a leading
global provider of enterprise business software. Baan Company offers a
comprehensive portfolio of best-in-class, component-based applications for front
office, corporate office, and back office automation that are in use at
approximately 12,000 customer sites worldwide. Baan Company products reduce
complexity, improve core business processes, are faster to implement and use,
are more flexible than our competitors' in adapting to business changes, and
optimize the management of information throughout the entire value chain.
Baan Company has dual headquarters in Barneveld, The Netherlands and
Reston, Virginia, USA and can be found on the World Wide Web at www.baan.com.
###
Statements in this press release using the words "believes," "expects,"
"anticipates," and the like are forward-looking statements within the meaning of
the Securities Exchange Act of 1934, as amended, and as such are subject to a
number of risks and uncertainties that could significantly affect outcomes.
Actual outcomes, therefore, may differ materially from the expectations,
estimates, or assumptions expressed in or implied by any such statements.
Typical risks and uncertainties may be reviewed in the Baan Company's public
filings on file with the U.S. Securities and Exchange Commission (including its
most recent Form 20-F and 6-K).
"Baan" is a registered trademark of Baan Company, and any trade, product,
or service name referenced in this release using the name "Baan" is a trademark
and/or property of Baan Company. All other company, product, and service names
may be trademarks of their respective owners.
FOR MORE INFORMATION, PLEASE CONTACT:
Baan Company (For Investor Relations)
Mark Wabschall or David Spille
Phone: +1.703.467.3201 and +31(0)34.242.8609
Email: [email protected]
Baan Company (For Media)
Ronald Florisson, Vice President of Corporate Communications
Phone: +31(0)34.242.8786 (Europe) or +1 703-467-3000 (North America)
