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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: February 23, 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 February 17, 2000
(the "Press Release") announcing updated financial information in connection
with the Company's fourth quarter earnings announcement dated February 3, 2000.
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 February 17, 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
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Robert Goudie
Senior Vice President, General Counsel and
Secretary to the Board of Directors
Date: February 23, 2000
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
99.1 Press Release of Baan Company N.V. dated February 17, 2000.
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EXHIBIT 99.1
Press Release Dated February 17, 2000
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BAAN COMPANY PROVIDES UPDATE ON FINANCIAL POSITION
Barneveld, The Netherlands and Herndon, Virginia, USA - February 17, 2000 -
Baan Company N.V. (NASDAQ: BAANF; ASE: BAAN), in agreement with the Amsterdam
Stock Exchange (AEX), today provided an update on its financial position.
In connection with its earnings announcement dated February 3, 2000, the
Company reported that it had cash and marketable securities balances of $197
million and positive stockholders' equity of $9 million at December 31, 1999.
Given the AEX's listing standards of maintaining positive stockholders' equity,
the Company has been reporting regularly to the AEX on its ongoing plans to
raise additional equity. These plans include the following:
o Selling the CODA business for approximately $50 million in cash, as
previously announced. The Company expects to record a gain of
approximately $30 million on this sale. The transaction is subject to
customary closing conditions and is expected to be completed by the
end of March 2000.
o An increase in the value of certain of the Company's marketable
securities due to improved market performance since year-end.
o Retaining the services of Lazard Freres to assist in raising
additional equity financing.
o Continuing active discussions with various investors and other parties
on transactions, which could further enhance the Company's equity
position.
The Company will next report to the AEX in mid-March on its ongoing plans
to increase stockholders' equity.
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 G-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 Public Relations:
Judith Ingleton-Beer
Phone: +44 (0)1780 721433
Email: [email protected]
Dan O'Leary
Phone: +(202) 828-8819
Email: [email protected]
Baan Company Investor Relations
Mark Wabschall
Phone: +(703) 234-6275
Email: [email protected]
