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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: April 3, 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 29, 2000 (the
"Press Release") announcing the grant by Bear Stearns of a Put Option to Baan
Company for up to 150 million euros of Baan Company Common Stock.
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
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99.1 Press Release of Baan Company N.V. dated March 29, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, 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 31, 2000
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of Baan Company N.V. dated March 29, 2000.
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EXHIBIT 99.1
Press Release Dated March 29, 2000
BEAR STEARNS GRANTS PUT OPTION TO BAAN FOR UP TO 150 MILLION EUROS OF BAAN
COMMON STOCK
Barneveld, The Netherlands and Herndon, Virginia - March 29, 2000 - Baan
Company N.V. (NASDAQ: BAANF; ASE: BAAN), announced today that it has entered
into a put agreement with Bear Stearns International Limited under which Baan
has the right to request Bear Stearns to purchase up to 150 million of Baan's
common stock over the next 18 months.
Under the agreement (and subject to certain conditions, including a
minimum market price for the Baan shares), Baan may put shares of its common
stock to Bear Stearns as often as every three trading days. Each put will be
priced at market for the two-trading-day period following notice of exercise,
and may consist of up to 10% of the trading volume of Baan common stock on the
Amsterdam Stock Exchange over that period.
As consideration for entering into the agreement, Bear Stearns will
receive 1,500,000 shares of Baan's common stock at par value.
Rob Ruijter, CFO of Baan, commented, "Although Baan remains in a very
challenging environment, we are extremely pleased to have obtained, with the
assistance of our financial advisor, Lazard, a new source of equity capital from
a high-quality institution such as Bear Stearns."
The common stock to be issued in connection with these transactions have
not been registered under the U.S. Securities Act of 1933, as amended, and may
not be offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of that Act. Any potential re-sales
of the shares will be made only to non-U.S. persons outside the United States in
reliance on Regulation S under that Act.
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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 U.S. Securities Exchange Act of 1934, 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).
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"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 Public Relations
342-428-888
[email protected]
Dan O'Leary, Fleishman-Hillard (for Baan Company PR)
202-828-8819
[email protected]
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