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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: March 6, 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 March 3, 2000 (the
"Press Release") announcing the resignations of two members of its Supervisory
Board, Koichi Nishimura and John Barter.
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.
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EXHIBIT NO. DESCRIPTION
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99.1 Press Release of Baan Company N.V. dated March 3, 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: March 6, 2000
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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<S> <C>
99.1 Press Release of Baan Company N.V. dated March 3, 2000.
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Exhibit 99.1
BAAN COMPANY ANNOUNCES CHANGES TO ITS SUPERVISORY BOARD
BARNEVELD, THE NETHERLANDS AND HERNDON, VIRGINIA, 3 MARCH 2000 - Baan Company
N.V. (NASDAQ: BAANF; ASE: BAAN), a global provider of enterprise business
solutions, announced today that two members of its Supervisory Board, Koichi
Nishimura and John Barter, have resigned their positions on the Board due to
demands on their time at their respective companies.
Dr. Nishimura is founder and current Chairman, President, and CEO of
Solectron Corporation, a supply-chain facilitator for customized electronics
technology, manufacturing and service solutions headquartered in Milpitas,
California. Mr. Barter was announced yesterday as the new Chief Financial
Officer of Kestrel Solutions, a privately held California-based company
providing optical networking for the metropolitan market. Both men indicated
that, in light of their full-time responsibilities at Solectron and Kestrel,
they no longer felt they could devote the time needed to continue service on the
Baan Board. Both had been elected to the Board at Baan's June 1999 Annual
General Meeting of Shareholders.
The Baan Supervisory Board currently consists of Joop Janssen, Acting
Chairman; Henk van den Breemen; Hans Wortmann; William Grabe; and David Hodgson.
Pierre Everaert has temporarily stepped down from his service on the Board to
assume the role of Interim CEO of Baan. The Company has not yet decided whether
replacement nominees will be put forth at this year's shareholder's meeting.
"John and Ko have provided valuable service to the Company," said Mr.
Everaert. "Given the demands on their time, especially with John assuming a
brand new, full-time position as CFO at a pre-IPO company and Ko running a large
and growing, multi-national corporation, it is understandable why both men need
to step down at this time - particularly given the increased demands on our
Board members' time as Baan moves through its current challenging period."
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: Steve Fenton, IBA
PR for Baan Company EMEA
+44 (0)1780 721433
[email protected]
