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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: January 5, 2000
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
RESIGNATION OF CHIEF EXECUTIVE OFFICER
Baan Company N.V., a corporation incorporated under the laws of the
Netherlands ("Baan Company"), announced on January 4, 2000 that Mary Coleman has
resigned as Chief Executive Officer, effective immediately, to pursue other
technology-related opportunities nearer her home in Silicon Valley. Current
Chairman of the Baan Supervisory Board Pierre Everaert has assumed the role of
Interim CEO while the search for a permanent CEO is underway, and during that
time he will step down from his duties on the Supervisory Board. Current
Supervisory Board member Joop Janssen will serve as Chairman of the Supervisory
Board until Mr. Everaert is able to return to that position when the CEO post
has been filled.
Pierre Everaert, age 60, has 34 years of executive experience at
companies including Goodyear; General Biscuits S.A. (Paris, France) where he was
Vice Chairman; Ahold USA Inc., where he served as CEO; and Koninklijke Ahold
N.V. (Zaandam, The Netherlands) where he was President and CEO. In 1992, Mr.
Everaert joined the board of management of Philips Electronics N.V. in the
Netherlands, and also served as Chairman of the Board of Philips North America
Corporation. Mr. Everaert currently serves on several boards of directors in
Europe and the United States.
BAAN COMPANY ORGANIZES TO FOCUS ON INTEGRATED INTERNET-ENABLED SOLUTIONS AND
ANNOUNCES EXPECTED FOURTH QUARTER RESULTS
Baan Company also announced on January 4, 2000 a strategic reorganization
to focus its operations on providing open integration E-enabled enterprise
solutions. The reorganization calls for Baan Company to focus its go-to-market
strategy and product development efforts on the high-growth Business to Business
(B2B) E-Commerce market. As part of the reorganization, Baan Company will record
write-downs of certain capitalized software, equipment and intangible assets not
related to its core Internet strategy. Additionally, Baan Company will close 14
offices and reduce headcount by approximately 4%. These write-downs and
restructuring charges, along with increases in investments and other reserves
and allowances, are expected to be approximately $200 million during the fourth
quarter 1999. The bulk of these expenses are non-cash charges.
Baan Company expects to report revenues of between $140 million and $150
million for the fourth quarter ended December 31, 1999. License revenue grew
sequentially in the fourth quarter compared to the third quarter 1999, and
compared to the prior year period. Including the $200 million of expenses
referenced above, Baan Company expects to report a total loss between $240
million and $250 million, or between $(1.09) and $(1.13) per share for the
fourth quarter 1999.
Any statements contained in this Report 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,
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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.
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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
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Robert Goudie
Senior Vice President, General Counsel and
Secretary to the Board of Directors
Date: January 4, 2000
