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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: May 11, 2000
BAAN COMPANY N.V.
Baron van Nagellstraat 89
3770 AC Barneveld
The Netherlands
and
2191 Fox Mill Road, Suite 500
Herndon, VA 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 _____
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.
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BAAN COMPANY N.V.
FORM 6-K
Baan Company N.V., a corporation incorporated under the laws of the
Netherlands ("Baan Company"), issued a press release dated May 4, 2000 (the
"Press Release") to clarify the terms of an agreement between Baan Company and
Bear Stearns International Ltd.
The Press Release is attached as Exhibit 99.1 to this Report on Form 6-K
and is incorporated by reference herein. The foregoing summary of the Press
Release is qualified in its entirety by reference to the Press Release.
Any statements contained in the Press Release 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.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
99.1 Press Release of Baan Company N.V. dated May 4, 2000.
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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
------------------------
Robert Goudie
Senior Vice President, General Counsel and
Secretary to the Board of Directors
Date: May 11, 2000
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press Release of Baan Company N.V. dated May 4, 2000.
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EXHIBIT 99.1
AGREEMENT BAAN COMPANY AND BEAR STEARNS
BARNEVELD, THE NETHERLANDS AND HERNDON, VIRGINIA -MAY 4, 2000 - Baan Company has
received inquiries about the put agreement with Bear Stearns International Ltd.
We wish to clarify that under this agreement and subject to certain conditions,
Baan may put shares of its common stock to Bear Stearns as often as every three
trading days.
The agreement gives Bear Stearns the option, on a case-by-case basis, to decline
to close on any put if the share price drops below a certain level. However,
Bear Stearns has agreed to waive that requirement for puts that have been
exercised to date, and will continue to address future puts with Bear Stearns on
a case-by-case basis going forward as needed.
ABOUT BAAN COMPANY
Founded in 1978, Baan Company (NASDAQ: BAANF; ASE: BAAN) is a global provider of
enterprise business solutions. Baan Company offers a comprehensive portfolio of
integrated services and best-in-class, component-based applications that span an
organization's entire value chain including E-Business and Web Commerce,
Customer Relationship Management, Enterprise Resource Planning, Supply Chain
Management, and Corporate Knowledge Management. Deployed at more than 15,000
customer sites worldwide, Baan Company solutions enable organizations to drive
strategic business growth, improve business processes, reduce operating
complexity, and increase corporate flexibility.
Baan Company has dual headquarters in Barneveld, The Netherlands and Herndon,
Virginia, USA and can be found on the World Wide Web at www.baan.com.
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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:
Peter Kramer
Baan Company Press Room
+31 (0)342 428 786
[email protected]
George Thompson
Fleishman-Hillard (for Baan Company)
+1 202 828-9708
[email protected]
