-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L3OPKD0WyFwZBm8OsYKzgv0nPhlPowY4GhJnLAi+KqCuvfh1od9iBazQw20fdZrf hjdbOJSgI7+CIjtxpIsaKQ== 0000950109-96-004946.txt : 19960809 0000950109-96-004946.hdr.sgml : 19960809 ACCESSION NUMBER: 0000950109-96-004946 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960808 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTELLICORP INC CENTRAL INDEX KEY: 0000730169 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942756073 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-36967 FILM NUMBER: 96605872 BUSINESS ADDRESS: STREET 1: 1975 EL CAMINO REAL WEST STREET 2: SUITE 101 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94040-2216 BUSINESS PHONE: 4159655500 MAIL ADDRESS: STREET 1: 1975 EL CAMINO REAL WEST STREET 2: SUITE 101 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94040-2216 FORMER COMPANY: FORMER CONFORMED NAME: INTELLIGENETICS INC DATE OF NAME CHANGE: 19840802 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SAP AKTIENGESELLSCHAFT SYSTEMS APPLICATIONS PRODUCTS IN DATA CENTRAL INDEX KEY: 0001000184 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: I8 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 48 WALL ST STREET 2: C/O BANK OF NEW YORK CITY: NEW YORK STATE: NY ZIP: 10286 BUSINESS PHONE: 2124951727 MAIL ADDRESS: STREET 1: NEUROTTSTRASSE 16 CITY: WALLDORF D 69190 STATE: I8 SC 13D 1 SCHEDULE 13-D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)* IntelliCorp., Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 458153 10 3 - -------------------------------------------------------------------------------- (CUSIP Number) Larry W. Sonsini, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, California 94304-1050 (415) 493-9300 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 29, 1996 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [X]. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class.) (See Rule 13d-7.) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 458153 10 3 PAGE 2 OF 7 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Federal Republic of Germany - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 1,736,263 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 -0- OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 1,736,263 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 -0- - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,736,263 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 14.17% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 CO - ------------------------------------------------------------------------------ *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDING BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ITEM 1. SECURITY AND ISSUER. This Statement relates to the Common Stock, par value $.001 per share ("Common Stock") of IntelliCorp, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 1975 El Camino Real West, Mountain View, California 94040. ITEM 2. IDENTITY AND BACKGROUND. The person filing this Statement (the "Reporting Person"), the persons enumerated in Instruction C of Schedule 13D (the "Additional Persons") and, where applicable, their respective places of organization, directors, executive officers and controlling persons, and the information in respect of such persons, are as follows: (a) The name of the Reporting Person is SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung ("SAP"). The names of the Additional Persons are as follows: Dietmar Hopp ("Hopp"); Prof. Dr. h.c. Hasso Plattner ("Plattner"); Dr. h.c. Klaus Tschira ("Tschira"); Prof. Dr. Henning Kagermann ("Kagermann"); Gerhard Oswald ("Oswald"); Paul Wahl ("Wahl"); Dr. Peter Zencke ("Zencke"); Dr. jur. Bernd Thiemann ("Thiemann"); Helga Classen ("Classen"); Rudiger Gerber ("Gerber"); Dr. jur. Wilhelm Haarmann ("Haarmann"); Hans-Werner Hector ("Hector"); Dr. Heinrich Hornef ("Hornef"); Bernhard Koller ("Koller"); Dr. Gerhard Maier ("Maier"); Alfred Simon ("Simon"); Willi Burbach ("Burbach"); Prof. Dr. rer. pol. August-Wilhelm Scheer ("Scheer"); Botho von Portatius ("von Portatius"). (b) The principal business address of SAP is Neurottstrasse 16, 69190 Walldorf, Germany. (c) Hopp is the Chairman of the Board of SAP. Plattner is the Vice Chairman of the Board of SAP and Chairman of SAP America Inc., which is located at 791 Lee Road, Suite 200, Wayne, Pennsylvania 19087. Tschira, Kagermann, Oswald and Zencke are Members of the Board of SAP. Wahl is a Member of the Board of SAP and Chief Executive Officer of SAP America Inc., which is located at 791 Lee Road, Suite 200, Wayne, Pennsylvania 19087. Thiemann is the Chairman of the Supervisory Board of SAP and the Chairman of DG Bank, which is located at Platz der Republik, 60325 Frankfurt, Germany. Classen, Gerber, Koller, Maier, Simon, Burbach, Hector and von Portatius are Members of the Supervisory Board of SAP. Haarmann is a Member of the Supervisory Board of SAP and a partner of Haarmann, Hemmelrath & Partners, which is located at Neue Mainzer Strasse 75, 60311 Frankfurt, Germany. Hornef is a Member of the Supervisory Board of SAP and the President of BVS Bundesanstalt fur vereinigungsbedingte Sonderaufgaben, which is located at Leipziger Strasse 5 - 7, 10100 Berlin, Germany. Scheer is a Member of the Supervisory Board of SAP and the Director of the Institute for Information Systems of Saarland University, which is located at Gebaude 14, 66041 Saarbrucken, Germany. Page 3 of 7 Pages (d) During the last five years, neither SAP, nor to SAP's knowledge, any of the Additional Persons, have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither SAP, nor to SAP's knowledge, any of the Additional Persons, were a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or laws or finding any violation with respect to such laws. (f) SAP is a corporation organized under the laws of the Federal Republic of Germany. Each of the Additional Persons is a citizen of the Federal Republic of Germany. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source and amount of the funds used in purchasing the Common Stock was the working capital of SAP. The amount of such purchase price was $3,472,526. ITEM 4. PURPOSE OF TRANSACTION. The purpose of the acquisition of the Common Stock by the Reporting Person is to acquire an equity interest in the Issuer for investment purposes. The Reporting Person may, from time to time, increase, reduce or dispose of its investment in the Issuer, depending on general economic conditions, economic conditions in the markets in which the Issuer operates, the market price of the Common Stock of the Issuer, the availability of funds, borrowing costs, other opportunities available to the Reporting Person, the strategic value of the investment to the Reporting Person and other considerations. Page 4 of 7 Pages ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The beneficial ownership of the Common Stock of the Reporting Person and those persons named in Item 2 of this Statement is as follows at the date hereof:
AGGREGATE BENEFICIALLY OWNED VOTING POWER DISPOSITIVE POWER ----------------------- ------------------ ------------------ NAME NUMBER PERCENT(1) SOLE SHARED SOLE SHARED - --------------------------------------------- ---------- ---------- --------- ------ --------- ------ SAP Aktiengesellschaft 1,736,263 14.17% 1,736,263 -0- 1,736,263 -0- Dietmar Hopp -0- -0- -0- -0- -0- -0- Prof. Dr. h.c. Hasso Plattner -0- -0- -0- -0- -0- -0- Dr. h.c. Klaus Tschira -0- -0- -0- -0- -0- -0- Prof. Dr. Henning Kagermann -0- -0- -0- -0- -0- -0- Gerhard Oswald -0- -0- -0- -0- -0- -0- Paul Wahl -0- -0- -0- -0- -0- -0- Dr. Peter Zencke -0- -0- -0- -0- -0- -0- Dr. jur. Bernd Thiemann -0- -0- -0- -0- -0- -0- Helga Classen -0- -0- -0- -0- -0- -0- Rudiger Gerber -0- -0- -0- -0- -0- -0- Dr. jur. Wilhelm Haarmann -0- -0- -0- -0- -0- -0- Hans-Werner Hector -0- -0- -0- -0- -0- -0- Dr. Heinrich Hornef -0- -0- -0- -0- -0- -0- Bernhard Koller -0- -0- -0- -0- -0- -0- Dr. Gerhard Maier -0- -0- -0- -0- -0- -0- Alfred Simon -0- -0- -0- -0- -0- -0- Willi Burbach -0- -0- -0- -0- -0- -0- Prof. Dr. rer. pol. August-Wilhelm Scheer -0- -0- -0- -0- -0- -0- Botho von Portatius -0- -0- -0- -0- -0- -0- - ----------
(1) Based upon 12,251,299 shares of the Issuer's Common Stock outstanding as of April 15, 1996, as reported in the Issuer's Form 10-Q for the quarter ended March 31, 1996. Pursuant to a certain Stock Purchase Agreement by and between the Reporting Person and a third party, Informix Corporation, a Delaware corporation ("Informix"), dated July 29, 1996, filed herewith as Exhibit 1 and incorporated by reference herein (the "Purchase Agreement"), the Reporting Person purchased 1,736,263 shares of the Common Stock of the Issuer from Informix for a total cash consideration of $3,472,526, or $2.00 per share. The foregoing description of the Purchase Agreement is qualified in its entirety Page 5 of 7 Pages by reference to the Purchase Agreement, which is filed herewith Exhibit 1, and which is incorporated into this Statement by reference. The above-described transaction by the Reporting Person is the only transaction effected by the Reporting Person or, to the Reporting Person's knowledge, those persons named in Item 2 of this Statement in the Common Stock since May 29, 1996. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. A description of the Purchase Agreement with respect to the Common Stock is contained in Item 5 and is incorporated herein by reference. See the Purchase Agreement, filed herewith as Exhibit 1, for a further description of these provisions. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1. Stock Purchase Agreement by and between Informix Corporation and SAP AG dated July 29, 1996. Page 6 of 7 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. August 7, 1996 SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung By: /s/ DIETMAR HOPP ------------------------------------------ Name: Dietmar Hopp ---------------------------------------- Title: Chairman of the Board --------------------------------------- By: /s/ MICHAEL JUNGE ------------------------------------------ Name: Michael Junge ---------------------------------------- Title: Head of the Legal Department --------------------------------------- Page 7 of 7 Pages EX-1 2 STOCK PURCHASE AGREEMENT EXHIBIT 1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement is made as of July 29, 1996 by and between SAP AG, a corporation organized under the laws of Germany ("SAP") and Informix Corporation, a Delaware corporation ("Informix"). RECITALS: -------- SAP desires to purchase from Informix, and Informix desires to sell to SAP, 1,736,263 shares (the "Shares") of Common Stock of Intellicorp, Inc., a corporation ("Intellicorp"), which Shares are held of record and beneficially by Informix. It is agreed as follows: ARTICLE I. PURCHASE AND SALE OF SHARES. --------------------------- 1.1 Subject to the terms and conditions set forth herein, Informix agrees to sell to SAP and SAP agrees to purchase from Informix the Shares for an aggregate purchase price of $3,472,526 (the "Purchase Price") in U.S. currency. 1.2 The sale and purchase of the Shares shall take place at a time and date (the "Closing") as selected by SAP upon not less than two business days written notice of the Closing to Informix. The Closing shall take place at the offices of Wilson, Sonsini, Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California. At the Closing, SAP shall pay to Informix the Purchase Price by check evidencing U.S. currency and Informix shall deliver to SAP the stock certificates evidencing the Shares, duly endorsed for transfer to SAP or accompanied by duly executed stock powers. ARTICLE II. REPRESENTATIONS AND WARRANTIES. ------------------------------ 2.1 Representations and Warranties of SAP. SAP represents, warrants and ------------------------------------- acknowledges to Informix as follows: a. SAP is a corporation duly organized and validly existing under the laws of Germany. -1- b. SAP has all requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement by SAP has been duly authorized by all necessary corporate action on the part of SAP. This Agreement constitutes a valid and binding obligation of SAP. c. SAP is acquiring the Shares for investment and not with a view towards distribution thereof. Any subsequent transfer or other disposition of the Shares by SAP after the Closing shall be made in accordance with applicable federal and state security laws. d. The execution, delivery and performance of this agreement by SAP will not (i) require the consent, waiver, approval or authorization of, or filing with, any person or entity (other than with respect to actions of the Transfer Agent for Intellicorp in order to reissue the certificate for the Shares registered in the name of SAP or its nominee), (ii) result in the breach of, or constitute a default under any applicable law or any order applicable to or binding upon SAP or any material contract to which it is a party. e. Neither SAP nor any person acting on behalf of SAP has negotiated with any finder, broker or intermediary in connection with the transaction contemplated herein. 2.2 Representations and Warranties of Informix. Informix represents and ------------------------------------------ warrants to SAP as follows: a. Informix is a corporation duly organized and validly existing under the laws of the State of Delaware. b. Informix has all requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Informix. This Agreement constitutes a valid and binding obligation of Informix. c. The execution, delivery and performance of this agreement by Informix will not (i) require the consent, waiver, approval or authorization of, or filing with, any person or entity (other than with respect to actions of the Transfer Agent for Intellicorp in order to reissue the certificate for the Shares registered in the name of SAP or its nominee), (ii) result in the breach of, or constitute a default under any applicable law or any order applicable to or binding upon Informix or any material contract to which it is a party. -2- d. Informix owns the Shares free and clear of all liens and encumbrances and restrictions of transfer (except restrictions related to compliance to the Securities Act of 1933, as amended) and the Shares are fully paid, nonassessable and not subject to any voting agreement or other agreement affecting the ownership, voting or transferability of the Shares. e. Neither Informix nor any person acting on behalf of Informix has negotiated with any finder, broker or intermediary in connection with the transaction contemplated herein. ARTICLE III. CONDITIONS TO CLOSING. --------------------- 3.1 SAP's obligation to purchase and pay for the Shares at the Closing shall be subject to the satisfaction or waiver of all of the following conditions as of the Closing: a. Informix shall have delivered the Shares duly endorsed for transfer, or accompanied by executed stock powers. b. The representations and warranties of Informix shall be true and correct. c. There shall not be on such date any judgment or order of a court of competent jurisdiction or any ruling, regulation or order of any agency of a foreign, federal, state or local government which would prohibit the sale of the Shares or subject SAP to any material penalty if the Shares were to be sold hereunder. 3.2 Informix's obligations to sell and deliver the Shares at the Closing shall be subject to the satisfaction or waiver of all of the following conditions on the date of the Closing: a. SAP shall have made payment of the Purchase Price for the Shares in the manner set forth in Article I hereof. b. The representations and warranties of Informix shall be true and correct. c. There shall not be on such date any judgment or order of a court of competent jurisdiction or any ruling, regulation or order of any agency of a foreign, federal, state or local government which would prohibit the sale of the Shares or subject Informix to any material penalty if the Shares were to be sold hereunder. ARTICLE IV MISCELLANEOUS. ------------- 4.1 This Agreement constitutes the entire agreement with respect to the subject matter hereof and supersedes all agreements, representations and understandings, whether oral or written, with respect to the subject matters hereof. -3- 4.2 Each party agrees to execute any and all further documents and writings and to perform such other actions which may be or could become necessary or expedient to effectuate and carry out the transfer of the Shares as provided hereunder. 4.3 This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same Agreement. 4.4 This Agreement shall be governed by and construed in accordance with the laws of the State of California. 4.5 This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, and no other person shall acquire or have any right under or by virtue of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. SAP AG BY: /s/ PROF. DR. H.C. HASSO PLATTNER /s/ DEITER MATHEIS ---------------------------------------------------------- TITLE: Member of the Executive Board Chief Financial Officer ---------------------------------------------------------- INFORMIX CORPORATION, INC. BY: /s/ DAVID STANLEY ---------------------------------------------------------- TITLE: VP, Legal & Corporate Services, General Counsel & Secretary ----------------------------------------------------------- -4- -----END PRIVACY-ENHANCED MESSAGE-----