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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 14, 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
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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
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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 12, 2000 (the
"Press Release") announcing the sale to global financial institutions of its
entire 2.4 million shares held in Meta4 N.V. ("Meta4"), a European-based
provider of Human Resource Management (HRM) software. Baan Company also
announced the strengthening of its commercial relationship with Meta4 through
the renewal and expansion of its global reseller agreement for Meta4
applications. The transactions will result in an approximately net US$20 million
equity gain for Baan Company and will further strengthen the company's cash
position by approximately US$40 million.
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.
<TABLE>
EXHIBIT NO. DESCRIPTION
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<S> <C>
99.1 Press Release of Baan Company N.V. dated March 12, 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
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Robert Goudie
Senior Vice President, General
Counsel and Secretary to the
Board of Directors
Date: March 14, 2000
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EXHIBIT INDEX
<TABLE>
Exhibit No. Description
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<S> <C>
99.1 Press Release of Baan Company N.V. dated March 12, 2000.
</TABLE>
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EXHIBIT 99.1
BAAN COMPANY SELLS ITS META4 SHAREHOLDING WHILE
SIMULTANEOUSLY STRENGTHENING THE BAAN-META4 GLOBAL
RESELLER RELATIONSHIP
STOCK SALE RESULTS IN $20 MILLION GAIN FOR BAAN
BARNEVELD, THE NETHERLANDS, HERNDON, VIRGINIA, MARCH 12, 2000--Baan Company N.V.
(NASDAQ: BAANF; ASE: BAAN), a global provider of enterprise business solutions,
today announced the successful sale to global financial institutions of its
entire 2.4 million shareholding in Meta4, a leading European-based provider of
Human Resource Management (HRM) software. It also announced the strengthening of
its commercial relationship with Meta4 through the renewal and expansion of its
global reseller agreement for Meta4 applications. The transactions will result
in an approximately net 20 million USD equity gain for Baan and will further
strengthen the company's cash position by approximately 40 million USD.
"Last week we announced agreements on a debt-for-equity exchange for 40
million USD in the Company's outstanding convertible subordinated notes, with
the opportunity for further exchanges over the next two months. Add to that
today's announcement on the sale of our minority stake in Meta4 and we have
added over 60 million USD to our equity balance in just the last two weeks,"
said Rob Ruijter, Chief Financial Officer, Baan Company. "So, while Baan remains
in a challenging environment, I think it should be clear to all that we are
taking the steps we need to take to get our business back on track." The
placement of Baan's Meta4 holdings with institutional investors was handled by
ING Barings and Robertson Stephens.
Under the terms of the Baan-Meta4 worldwide reseller agreement (which will
be non-exclusive), Baan has paid to Meta4 approximately 13 Million USD in
pre-paid license and maintenance fees for Meta4's HRM and payroll applications.
Baan will have full rights for the next 12 years to resell that inventory
(refreshed with the latest versions of Meta4's products) into Baan's installed
base and to new customers bundled with other Baan enterprise business solutions.
The strengthened reseller arrangement expands the original alliance agreement
between the parties entered into in early 1998.
"With this agreement, we look forward to strengthening our strategic
partnership with Baan and recognize their continued commitment to our
best-in-class, Web-based HRM products," said Joaquin Moya-Angeler, chairman and
CEO of Meta4. "We recognize the value of our relationship with Baan and look
forward to advancing this beneficial partnership."
Since the January 1998 announcement of their strategic partnership, Baan
Company and Meta4 have worked in close cooperation to integrate the human
resources and payroll modules with Baan's enterprise applications. Baan has also
developed an advanced level of expertise in Meta4's HRM solutions, which it will
leverage as it markets those products in its role as a Meta4 reseller partner.
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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:
Peter Kramer, Baan Company
+31 (0 )342-428-888
[email protected]
or
George Thompson, Fleishman-Hillard (for Baan Company)
Tel: +202/828-9708
[email protected]
