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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 5, 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 31, 2000 (the
"Press Release") announcing the close of the previously announced agreement
under which Science Systems purchased the CODA business from Baan Company for
$49.3 million in cash.
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 31, 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: April 5, 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 31, 2000.
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EXHIBIT 99.1
Press Release Dated March 31, 2000
BAAN COMPANY ANNOUNCES SALE OF CODA TO SCIENCE SYSTEMS
BARNEVELD, Netherlands and HERNDON, Va., March 31 /PRNewswire/ - Baan
Company N.V. (Nasdaq: BAANF; Amsterdam: BAAN) today announced that it has closed
the previously announced agreement under which Science Systems has purchased the
CODA business from Baan. CODA owns the rights to CODA-Financials, the
best-of-class corporate accounting solution that is today used by more than
2,000 medium and large enterprises worldwide. The CODA product range was
recently enhanced by the launch of the next-generation Web-architected product,
CODA E-Finance.
Under the terms of the purchase agreement, Science Systems paid $49.3
million in cash for the CODA assets. Baan expects to report a gain of
approximately $30 million on this transaction. The agreement, closed today, is
effective as of January 1, 2000. Other than the net equity gain to Baan, the
transaction is expected to have a neutral impact on Baan's 1Q00 income
statement. Other terms of the agreement were not disclosed.
"Closure of this sale agreement fits within our ongoing strategy of
rationalizing our assets and focusing on our core strengths," said Pierre
Everaert, Interim CEO of Baan. "We have strengthened our balance sheet, both in
terms of cash and equity, as we continue to move forward with our e-focused B2B
strategy that will Web-enable and extend our very strong ERP, CRM, and Supply
Chain products."
ABOUT BAAN COMPANY
Founded in 1978, Baan Company (Amsterdam: BAAN; Nasdaq: BAANF) 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.
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
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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 Public Relations
342-428-888
[email protected]
Dan O'Leary, Fleishman-Hillard (for Baan Company PR)
202-828-8819
[email protected]
