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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 Netherlands corporation ("Baan Company"), issued a
press release dated March 6, 2000 (the "Press Release") announcing that it has
reached agreements with certain holders of Baan's 4.5% Convertible Subordinated
Notes (currently due in December 2001) under which US$40.86 million of Notes are
being exchanged for common shares in the Company. It also announced that it
would provide all remaining bondholders the opportunity to convert their bonds
on the same economic terms.
The Company has reached agreements with a limited number of institutional
investors pursuant to which Baan will issue an aggregate of 6,537,600 common
shares to these investors in private placements in exchange for, and against a
contribution in kind of, an aggregate of US$40.86 million principal amount of
the Convertible Subordinated Notes plus the interest accrued on such Notes. The
closings of these exchanges are expected to occur this week. Prior to these
transactions, there had been US$190 million in Notes outstanding.
Against each principal amount of US$1,000 of Notes (including accrued
interest) surrendered to Baan, the investors will receive 160 common shares
issued by Baan.
Baan also announced that, pursuant to the terms of the Indenture relating
to the Notes, it would provide all remaining bondholders the opportunity to
convert their notes on the same economic terms during a 61-day special
conversion period that is scheduled to commence by the end of March. The
conversion price of the Notes shall be reduced to US$6.25 per common share. This
reduced conversion price will entitle holders of the Notes to convert their
Notes into common shares at the rate of 160 common shares per US$1,000 principal
amount of Notes converted.
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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<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
99.1 Press Release of Baan Company N.V. dated March 6, 2000.
</TABLE>
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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
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -------------------------------------------------------
<S> <C>
99.1 Press Release of Baan Company N.V. dated March 6, 2000.
</TABLE>
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EXHIBIT 99.1
Press Release Dated March 6, 2000
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BAAN COMPANY RAISES AN INITIAL $40 MILLION IN NEW EQUITY
THROUGH A DEBT-FOR-EQUITY EXCHANGE
BARNEVELD, THE NETHERLANDS AND HERNDON, VIRGINIA, USA - MARCH 6, 2000 -Baan
Company N.V. (NASDAQ: BAANF; ASE: BAAN) announced today that it has reached
agreements with certain holders of Baan's 4.5% Convertible Subordinated Notes
(currently due in December 2001) under which US$40.86 million of Notes are being
exchanged for common shares in the Company. It also announced that it would
provide all remaining bondholders the opportunity to convert their bonds on the
same economic terms.
The Company this weekend reached agreements with a limited number of
institutional investors pursuant to which Baan will issue an aggregate of
6,537,600 common shares to these investors in private placements in exchange
for, and against a contribution in kind of, an aggregate of US$40.86 million
principal amount of the Convertible Subordinated Notes plus the interest accrued
on such Notes. The closings of these exchanges are expected to occur this week.
Prior to these transactions, there had been US$190 million in Notes outstanding.
Against each principal amount of US$1,000 of Notes (including accrued
interest) surrendered to Baan, the investors will receive 160 ordinary shares
issued by Baan.
Baan also announced that, pursuant to the terms of the Indenture relating
to the Notes, it would provide all remaining bondholders the opportunity to
convert their bonds on the same economic terms during a 61-day special
conversion period that is scheduled to commence by the end of March. The
conversion price of the Notes shall be reduced to US$6.25 per ordinary share.
This reduced conversion price will entitle holders of the Notes to convert their
Notes into ordinary shares at the rate of 160 ordinary shares per US$1,000
principal amount of Notes converted. All procedures regarding conversion of
Notes other than the conversion price shall remain unchanged; and bondholders
electing not to convert will retain their interest in the Notes. After
conclusion of the special conversion period, the conversion price of the Notes
shall revert to the original terms of US$22 per ordinary share (equivalent to
45.45 ordinary shares per US$1,000 principal amount of Notes converted).
Under Dutch GAAP, the exchanges announced today will result in an initial
US$40.86 million equity increase to the balance sheet (with additional equity
increases to be recorded if and as additional bondholders convert during the
special conversion period) and will have no impact to the Company's income
statement. Under U.S. GAAP, Baan expects to record non-cash conversion expense
charges on its income statement during the first and second quarters of 2000 (in
connection with both the private placements agreed to this weekend and any
subsequent conversions during the special conversion period). Baan will record
to additional paid in capital (i) an offsetting increase of the same amount as
the conversion expense and (ii) the value of the new shares issued. The net
impact to Baan's equity position under both Dutch GAAP and U.S. GAAP will be the
same, reflecting an initial US$40.86 million increase.
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The ordinary shares issued in connection with these transactions have not
been registered under the U.S. Securities Act of 1933 and may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of such Act.
###
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 Form 6-Ks).
"Baan" is a registered trademark of Baan Company N.V., and any trade,
product, or service name referenced in this release using the name "Baan" is a
trademark and/or property of Baan Company N.V. All other company, product, and
service names may be trademarks of their respective owners.
For more information, please contact:
Peter Kramer, Baan Company
+31 (0)342-428-888
[email protected]
Steve Fenton, IBA (for Baan Company)
+44 (0)1780 721433
[email protected]
George Thompson, Fleishman-Hillard (for Baan Company)
+202/828-9708
[email protected]
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