-----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, EC3dX9kJvbjAx8Bo9ChgnImqQ3nl92+byvO5O3n4XFsxlTx1KqNjU2Hqxttk/t5V e4GlYuNIxsKFQO2DSf0qqw== 0000950123-00-000438.txt : 20000203 0000950123-00-000438.hdr.sgml : 20000203 ACCESSION NUMBER: 0000950123-00-000438 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000124 FILED AS OF DATE: 20000124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAP AKTIENGESELLSCHAFT SYSTEMS APPLICATIONS PRODUCTS IN DATA CENTRAL INDEX KEY: 0001000184 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: I8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: SEC FILE NUMBER: 001-14251 FILM NUMBER: 511768 BUSINESS ADDRESS: STREET 1: NEUROTTSTRABE 16 STREET 2: WALLDORF, FEDERAL REPUBLIC OF GERMAN CITY: NEW YORK STATE: NY ZIP: 69190 BUSINESS PHONE: 0114962277 MAIL ADDRESS: STREET 1: NEUROTTSTRASSE 16 CITY: WALLDORF D 69190 STATE: I8 6-K 1 SAP AKTIENGESELLSCHAFT: FORM 6-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report: January 24, 1999 SAP AKTIENGESELLSCHAFT SYSTEME, ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG (Exact name of registrant as specified in its charter) SAP CORPORATION SYSTEMS, APPLICATIONS AND PRODUCTS IN DATA PROCESSING (Translation of registrant's name into English) Neurottstrasse 16 69190 Walldorf Federal Republic of Germany (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of 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-_______. 2 SAP AKTIENGESELLSCHAFT SYSTEME, ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG FORM 6-K SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung, a stock corporation organized under the laws of the Federal Republic of Germany (the "Company"), issued a press release, dated January 18, 2000 (the "Press Release"), announcing the results of the Extraordinary General Meeting of the Company held on January 18, 2000. The Press Release is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Any statements contained in the Press Release that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as "believe," "estimate," "intend," "may," "will," "expect," and "project" and similar expressions as they relate to the Company are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. The factors that could affect the Company's future financial results are discussed more fully in the Company's filings with the U.S. Securities and Exchange Commission (the "SEC"), including the Company"s Annual Report on Form 20-F for 1998 filed with the SEC on May 18, 1999. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. 1 3 EXHIBITS Exhibit No. Exhibit - ---------- ------- 99.1 Press Release, dated January 18, 2000 2 4 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. SAP AKTIENGESELLSCHAFT SYSTEME, ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG (Registrant) By: /s/ Henning Kagermann ----------------------------------- Name: Prof. Dr. Henning Kagermann Title: Co-Chairman and CEO By: /s/ Dieter Matheis ----------------------------------- Name: Dieter Matheis Title: CFO Date: January 21, 2000 3 5 EXHIBIT INDEX Exhibit No. Exhibit - ---------- ------- 99.1 Press Release, dated January 18, 2000 4 EX-99.1 2 PRESS RELEASE 1 PRESS SAP(TM) INFORMATION FOR IMMEDIATE RELEASE Gundolf Moritz SAP AG 011-49-6227-7-44872 -or- James P. Prout Taylor Rafferty Associates 212-889-4350 SAP AG EXTRAORDINARY GENERAL MEETING APPROVES STOCK OPTION PROGRAM - ------------------------------------------------------------------ WALLDORF/MANNHEIM, Germany -- January 18, 2000. -- SAP AG (NYSE: SAP), the leading provider of inter-enterprise software solutions, today held an extraordinary general meeting in Mannheim, Germany. The shareholders approved the introduction of a stock option and convertible bond program in the first quarter of 2000. The program, named the SAP AG 2000 Long Term Incentive Plan (LTI Plan), will augment SAP's existing stock-based compensation package to attract, retain and motivate senior managers and top performers to grow the value of the enterprise and to secure their commitment to the company. The introduction of the stock option program was approved by a majority of more than 99% of the represented voting capital. The LTI plan consists of two key programs, stock options and convertible bonds, that are competitive in the United States marketplace and are in compliance with the German legislation on corporate control and disclosure (KonTraG). The stock option program includes a performance hurdle on the value of the stock options whereby the stock options only have value provided the growth in the SAP preference share price surpasses the performance of a reference index within a defined period. The reference index will be the Goldman Sachs Software Index, a subindex included in Goldman Sachs Technology Index (GSTI(TM)). The index is calculated by Goldman, Sachs & Co. The second program of the LTI Plan involves the issuance of convertible bonds, which can be converted to SAP AG preference shares within a defined period. The total number of shares of SAP AG Preference shares underlying the stock options and convertible bonds to be issued to participants by SAP may not exceed 6.25 million. 4 YEAR VESTING PERIOD The stock options and convertible bonds will be issued in no fewer than three annual tranches, with no single tranche including more than 50% of the total quantity included under the program. Exercising of the stock options and conversion of the bonds are subject to certain vesting 2 requirements. Vesting occurs from the time of bond issuance or stock option granting as follows: 33% after two years, 33% after three years and the remaining balance after four years. These vesting periods also help SAP achieve its aim of securing the long-term commitment of the participants. To avoid potential insider trading issues, convertible bonds and stock options may not be issued or exercised during certain black-out periods. LTI PLAN PARTICIPANTS The participants include members of the SAP AG Executive Board, members of the executive boards of SAP AG affiliates, and selected senior managers and top performers of SAP AG and its affiliates. For each of these four groups, the plan states a maximum amount of stock options and convertible bonds that can be issued. To provide transparency, the appendix of the annual report and the Company's Form 20-F will include the number of options granted and bonds issued to each member of the SAP AG Executive Board. The disclosure will include details about Executive Board member activities such as the number of options exercised and bonds converted, the amounts paid to the Company, and the bonds and options still outstanding at the end of the year. REPURCHASE OF OWN SHARES AND CREATION OF CONTINGENT CAPITAL OF APPROXIMATELY EUR 16 MILLION The approval of today's extraordinary general meeting includes authorization for SAP AG to buy back its own preference shares from the market. These will be the shares used upon exercise of stock options and conversion of the bonds. Alternatively, SAP AG can issue additional shares to provide the preference shares required under the LTI Plan. Therefore, the extraordinary general meeting approved the resolution to create contingent capital of approximately EUR 16 million. ENHANCING THE CURRENT STOCK-BASED INCENTIVE PROGRAM This LTI Plan is designed to enhance the current stock-based compensation and incentive programs offered by SAP. The current programs include the virtual stock option program - the Stock Appreciation Rights Program (STAR) - which will continue to run in modified form, and the Employee Discount Stock Purchase Plan that allows SAP employees to purchase a certain amount of SAP AG shares at a discount subsidized by the Company. Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as "believe," "estimate," "intend," "may," "will," "expect," and "project" and similar expressions as they relate to the Company are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. The factors that could affect the Company's future financial results are discussed more fully in the Company's filings with the U.S. Securities and Exchange Commission (the "SEC"), including the Company's Annual Report on Form 20-F for 1998 filed with the SEC on May 18, 1999. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. 3 SAP AG preference and common shares are listed on the Frankfurt Stock Exchange as well as a number of other exchanges. In the US, SAP's American Depositary Receipts (ADRs), each worth one-twelfth of a preference share, trade on the New York Stock Exchange under the symbol `SAP'. SAP is a component of the DAX, the index of 30 German blue chip companies. Information on the SAP AG preference shares is available on Bloomberg under the symbol SAP3 GR, on Reuters under SAPG_p.F or DE and on Quotron under SAGVD.EU. Information on the SAP common shares is available on Bloomberg under the symbol SAP GR, on Reuters under SAPG.F and on Quotron under SAGR.EU. Additional information is available on SAP AG's home page: http://www.sap.com. # # # -----END PRIVACY-ENHANCED MESSAGE-----