-----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, JNuxuC8RnzG/ySLeawDwAVLEd7Qm6UNwfbEwOQpPJAxTN4JgJsFf7Qy6eiaLnzBz MMbUxyz3NbJmMwgrYhNRKg== 0000950123-00-001248.txt : 20000215 0000950123-00-001248.hdr.sgml : 20000215 ACCESSION NUMBER: 0000950123-00-001248 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20000214 EFFECTIVENESS DATE: 20000214 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: S-8 SEC ACT: SEC FILE NUMBER: 333-30380 FILM NUMBER: 544204 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 S-8 1 SAP AKTIENGESELLSCHAFT SYSTEME 1 As filed with the Securities and Exchange Commission on February 14, 2000 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SAP AKTIENGESELLSCHAFT SYSTEME, ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG (Exact name of registrant as specified in its charter) Federal Republic of Germany Inapplicable (State or other jurisdiction of (I.R.S. employer identification no.) incorporation or organization) Neurottstrasse 16 69190 Walldorf Federal Republic of Germany (Address, including zip code, of registrant's principal executive offices) SAP AG 2000 Long Term Incentive Plan (Full title of the plan) Corporation Trust Company Corporation Trust Center 1209 Orange Street Wilmington, DE 19801 302-658-7581 (Name and address including telephone number and area code, of agent for service) Copies to: George G. Yearsich, Esq. Morgan, Lewis & Bockius LLP 1800 M Street, N.W. Washington, D.C. 20036-5869 (202) 467-7255 CALCULATION OF REGISTRATION FEE
=================================================================================================================================== Title of securities Amount to be Proposed maximum Proposed maximum Amount of to be registered registered offering price per security aggregate offering price registration fee - ------------------------------------ ----------------- --------------------------- ------------------------ ------------------ Non-Interest Bearing Convertible Bonds, par value Euro 3 each $173,000 $ 3.07(1) $531,110 $140(3) - ---------------------------------------------------------------------------------------------------------------------------------- Non-Voting Preference Shares without nominal value 216,250(4) $854.34(5) $184,751,025 $48,774 ==================================================================================================================================
(1) Represents the face value in U.S. dollars of the options in the form of non-interest bearing convertible bonds, par value Euro 3 each (the "Convertible Bonds"), based on a currency translation of Euro 0.9783 per $1.00, the noon buying rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York (the "Noon Buying Rate") for February 7, 2000. (2) The principal amount being registered represents the maximum principal amount in U.S. dollars of the options in the form of Convertible Bonds that may be issued to persons resident in the United States ("U.S. Persons") under the SAP AG 2000 Long Term Incentive Plan (the "Plan") based on a currency translation of Euro 0.9783 per $1.00, the Noon Buying Rate for February 7, 2000. (3) The registration fee for the maximum number of non-voting preference shares without nominal value (the "Preference Shares") into which the options in the form of Convertible Bonds registered hereunder are convertible is included in the calculation of the registration fee for the Preference Shares below. (4) Represents the maximum number of Preference Shares issuable to U.S. Persons upon (i) the conversion of the options in the form of Convertible Bonds covered by this Registration Statement and (ii) the exercise of stock options under the Plan. In addition, pursuant to Rule 416(a), this Registration Statement also covers such indeterminate number of additional Preference Shares as is necessary to eliminate any dilutive effect of any future stock split, stock dividend or similar transaction. 2 (5) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based on the average high and low prices reported on the Frankfurt Stock Exchange on February 7, 2000 converted to U.S. dollars based on a currency translation of Euro 0.9783 per $1.00, the Noon Buying Rate on February 7, 2000. 3 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION.*/ ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*/ - ---------- */ Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act"), documents containing the information specified in Part I of Form S-8 will be sent or given to each person who participates in the Plan. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute the Section 10(a) prospectus. I-1 4 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents, as filed by SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung, a German stock corporation (the "Company"), with the U.S. Securities and Exchange Commission (the "Commission"), are incorporated by reference in this Registration Statement and made a part hereof: (a) The Company's Annual Report on Form 20-F, filed with the Commission on May 18, 1999, which contains audited financial statements for the year ended December 31, 1998; (b) The Company's Reports of Foreign Private Issuer on Form 6-K, filed with the Commission on January 8, 1999, January 29, 1999, March 22, 1999, March 26, 1999, April 1, 1999, April 26, 1999, July 23, 1999, October 15, 1999, October 21, 1999, December 15, 1999 January 12, 2000, January 24, 2000, and January 26, 2000; and (c) The description of the Preference Shares contained in the Company's Registration Statement on Form 20-F, filed with the Commission on June 28, 1998, including any amendment or report filed for the purpose of updating such description. All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in any document, all or a portion of which is incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES. I. Convertible Bonds. ----------------- Subject to the approval of the Company's supervisory board (the "Supervisory Board"), the Company's executive board (the "Executive Board") is authorized to issue not more than 5,000,000 options in the form of non-interest bearing convertible bonds, par value Euro 3 each (the "Convertible Bonds"), not later than December 31, 2004 under the SAP AG 2000 Long Term Incentive Plan (the "Plan"). The options in the form of Convertible Bonds shall not bear interest. Their term shall not exceed ten years. Each option in the form of a Convertible Bond shall carry the right to convert to one non-voting preference share without par value of the Company ("Preference Share"). In order to qualify for the exemption provided by Rule 4a-1 of the General Rules and Regulations under the Trust Indenture Act of 1939, as amended, the Company will not issue options in the form of Convertible Bonds registered hereunder under the Plan to persons resident in the United States with an aggregate principal amount exceeding $5,000,000 within any period of 12 consecutive months. II-1 5 The following conditions shall apply to the issuance of options in the form of Convertible Bonds under the Plan: (1) Beneficiaries. The options in the form of Convertible Bonds may be issued only to the following persons (the "Eligible Persons"): (i) members of the Executive Board; (ii) members of the executive boards of affiliated companies (verbundene Unternehmen) of SAP AG within the meaning of Article 15 of the German Stock Corporation Act ("Group Companies"); and (iii) selected Company and Group Company managers and top performers. The authorization to issue options in the form of Convertible Bonds to members of the Executive Board is granted solely to the Supervisory Board. The Eligible Persons to whom options in the form of Convertible Bonds will be offered under the Plan (the "Beneficiaries") will be determined by the Executive Board, except that where the Beneficiaries are members of the Executive Board, the Supervisory Board alone will determine the individual Beneficiaries and the number of options in the form of Convertible Bonds to be offered to each and will issue the options in the form of Convertible Bonds. The options in the form of Convertible Bonds may also be transferred to a credit institution subject to a duty to transfer them at the instruction of the Company to Beneficiaries, who alone are entitled to exercise the conversion rights. (2) Conversion Rights. Each option in the form of a Convertible Bond entitles its holder to purchase one Preference Share. The terms applying to the options in the form of Convertible Bonds may provide that the Company, at its option, may elect to satisfy the Beneficiary's conversion right by issuing to the Beneficiary Preference Shares acquired by the Company rather than new Preference Shares issued pursuant to the contingent capital increase approved at the Extraordinary Shareholders' Meeting on January 18, 1999. All decisions concerning the issue of Preference Shares acquired by the Company to Beneficiaries who are members of the Executive Board will be made solely by the Supervisory Board. (3) Times of Issue. The options in the form of Convertible Bonds will be issued in not fewer than three annual tranches, and not more than 50% of the total quantity to be issued will be included in any single tranche. Options in the form of Convertible Bonds will not be issued between the sixteenth day of the last month of a fiscal quarter and the day on which the Company announces the provisional results for that quarter (inclusive), nor will they be issued between March 16 in any year and the day of the Company's Annual General Meeting (inclusive). The "Issue Date" means the date on which the Company or the credit institution managing the issue for the Company accepts the Beneficiary's subscription. (4) Vesting Periods; Conversion Times; Conversion Days. Beneficiaries may not convert their options in the form of Convertible Bonds until a vesting period has elapsed. The vesting period for 33% of a Beneficiary's conversion rights ends two years after the Issue Date of the options in the form of Convertible Bonds. The vesting period for the next 33% ends three years after the Issue Date of the options in the form of Convertible Bonds, and the vesting period for the balance ends four years after the Issue Date of the options in the form of Convertible Bonds. Each of the options in the form of Convertible Bonds are exercisable only in whole; partial exercise of an option in the form of a Convertible Bond is excluded. Options in the form of Convertible Bonds cannot be exercised (i) between the sixteenth day of the last month of a fiscal quarter and the day on which the Company announces its provisional results for that quarter (inclusive) and (ii) between March 16 in any year and the day of the Company's annual general meeting (inclusive). (5) Conversion Price and Additional Cash Payment. The conversion price for a Preference Share shall equal the closing price of the Preference Shares quoted on the Frankfurt Stock Exchange in the XETRA trading system (or successor system) on the last day of trading prior to the Issue Date of the options in the form of Convertible Bond. When Beneficiaries exercise their conversion rights, they will make an additional payment for each Preference Share equal to the amount by which the conversion price of the Preference Share exceeds the par value of the converted option in the form of Convertible Bond. The conversion price will be not less than the lowest issue price within the meaning of Article 9(1) of the German Stock Corporation Act. II-2 6 The terms applying to the options in the form of Convertible Bonds may provide that if, during the term of the options in the form of Convertible Bonds, the capital stock of the Company is increased by the issue of new shares or sale of own shares owned by the Company, and holders of Preference Shares are granted subscription rights with respect thereto, then the conversion price shall be reduced in proportion as the price of preemptive rights of holders of Preference Shares averaged over all the days on which the preemptive rights were traded on the Frankfurt Stock Exchange stands in relation to the Preference Share closing price in the Frankfurt Stock Exchange XETRA trading system (or its successor system) on the last trading day before the issue of the shares on exercise of the preemptive right. Such a reduction will not be applied if the holders of the options in the form of Convertible Bonds are afforded subscription rights that are equivalent to the subscription rights of the holders of Preference Shares. The conversion price and number of Preference Shares issuable upon exercise of the options in the form of Convertible Bonds are also subject to adjustment in the event of changes in corporate structure or capitalization during the term of the Convertible Bonds. (6) Nonnegotiability. The options in the form of Convertible Bonds are not negotiable. Holders of the associated conversion rights may only exercise those rights while they are employees of the Company or a Group Company and termination notice has not been given with respect to their employment. Notwithstanding the foregoing provision, holders of conversion rights for which the vesting period set forth in (4) above has expired at the time when employment termination notice is served or at the time when the employment ends if it is not terminated by notice may exercise their conversion rights within a grace period of three months after employment termination notice is served or the employment ends, subject to the provisions in (4) above concerning times when conversion rights cannot be exercised. If these conversion rights are not exercised within the grace period, they shall lapse at the end thereof. Conversion rights for which the vesting period set forth in (4) above has not expired shall lapse at the time when employment termination notice is served or at the time when the employment ends if it is not terminated by notice. Special provision may be made for cases of death, retirement, mutually agreed termination, and hardship. This also applies for cases where the Company transfers its participation in Group Companies to third parties. (7) Other Provisions. The Executive Board is authorized to adopt additional terms applying to the Convertible Bond program and detail terms applying to the issue and structure of the options in the form of Convertible Bonds, subject to approval by the Supervisory Board. The Supervisory Board shall adopt additional terms applying to the Convertible Bond program as well as terms applying to the issue and structure of the options in the form of Convertible Bonds where the Beneficiaries are Executive Board members. II. Preference Shares. The Preference Shares are registered pursuant to Section 12(b) of the Exchange Act and, therefore, the description of securities with respect thereto is omitted. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Company has undertaken to indemnify its directors and officers, to the extent permitted by applicable law, against certain liabilities, including liabilities under the Securities Act. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. II-3 7 ITEM 8. EXHIBITS. The following is a list of exhibits filed as part of this Registration Statement: Exhibit Number Exhibit - ------- ------- 4.1 Terms applicable to the Convertible Bonds. 5.1 Opinion of Michael Junge as to the validity of the Convertible Bonds and the Preference Shares covered by this Registration Statement. 23.1 Consent of Michael Junge (included in Exhibit 5.1). 23.2 Consent of ARTHUR ANDERSEN Wirtschaftsprufungsgesellschaft Steuerberatungsgesellschaft mbH. 24.1 Power of Attorney (set forth on the signature page of this Registration Statement). - ------------- ITEM 9. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-4 8 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-5 9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Walldorf, Germany, on February 14, 2000. SAP AKTIENGESELLSCHAFT SYSTEME, ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG By: /s/ Henning Kagermann _____________________________________ Name: Prof. Dr. Henning Kagermann Title: Co-Chairman and CEO By: /s/ Dieter Matheis ____________________________________ Name: Dieter Matheis Title: CFO KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dr. Henning Kagermann, Dieter Matheis and Michael Junge, and each of them (with full power in each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all subsequent registration statements pursuant to Instruction E of Form S-8 under the U.S. Securities Act of 1933, as amended, and any or all amendments (including post-effective amendments) to this Registration Statement or any such subsequent registration statement, and to file such subsequent registration statements and such amendments, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signatures Titles Dates - ---------- ------ ----- /s/ Hasso Plattner - ------------------------- Co-Speaker of the Executive Board February 14, 2000 Prof. Dr. h.c. Hasso Plattner (Co-Principal Executive Officer) /s/ Henning Kagermann - --------------------------- Co-Speaker of the Executive Board February 14, 2000 Prof. Dr. Henning Kagermann (Co-Principal Executive Officer) /s/ Peter Zencke - ------------------------- Member of the Executive Board February 14, 2000 Dr. Peter Zencke
II-6 10 /s/ Claus Heinrich - ------------------------- Member of the Executive Board February 14, 2000 Dr. Claus Heinrich /s/ Gerhard Oswald - ------------------------- Member of the Executive Board February 14, 2000 Gerhard Oswald /s/ Dieter Matheis - ------------------------- Principal Accounting Officer February 14, 2000 Dieter Matheis /s/ Kevin McKay - ------------------------- Authorized Representative in the February 14, 2000 Kevin McKay United States
II-7 11 INDEX TO EXHIBITS
Exhibit Number Exhibit - ------- ------ 4.1 Terms applicable to the Convertible Bonds. 5.1 Opinion of Michael Junge as to the validity of the Convertible Bonds and the Preference Shares covered by this Registration Statement. 23.1 Consent of Michael Junge (included in Exhibit 5.1). 23.2 Consent of ARTHUR ANDERSEN Wirtschaftsprufungsgesellschaft Steuerberatungsgesellschaft mbH. 24.1 Power of Attorney (set forth on the signature page of this Registration Statement).
- --------------- II-8 EX-4.1 2 TERMS APPLICABLE TO THE CONVERTIBLE BONDS 1 EXHIBIT 4.1 TERMS APPLYING TO THE NON-INTEREST-BEARING CONVERTIBLE BONDS ISSUED FOR THE SAP AG 2000 LONG TERM INCENTIVE PLAN PREAMBLE Subject to the terms and conditions set forth in the resolutions of the General Meeting and subject to the approval of the Supervisory Board, the General Meeting of SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung, of Walldorf, Germany ("SAP AG") of January 18, 2000, authorized the Executive Board to issue non-interest-bearing convertible bonds for the SAP 2000 Long Term Incentive Plan on one or more occasions not later than December 31, 2004. To the extent such convertible bonds are issued during 2000, the applicable loan terms are set forth below: 2 ARTICLE 1 GENERAL (1) SAP AG shall issue bearer convertible bonds, each with a par value of euro 3 and each ranking equally with the others, for the SAP 2000 Long Term Incentive Plan. (2) The convertible bonds shall be represented together in one or more general certificates. The general certificates shall bear the signatures of two members of the SAP AG Executive Board and that of the Chairperson of the SAP AG Supervisory Board, and a check signature. The general certificates shall be deposited with Deutsche Borse Clearing AG. Rights to the provision of individual certificates are excluded. (3) The convertible bonds shall not bear interest. (4) The time allowed for presentation under the German Civil Code, article 801 (1)(first sentence), is shortened to ten years. ARTICLE 2 REPAYMENT (1) SAP AG as the borrower is authorized and undertakes to repay each convertible bond at par after the expiration of ten years after their issue, but only if the conversion right attaching to such convertible bond has not been exercised. Irrespective of the time when the convertible bonds are secured and posted to the securities account of their holders, the day of issue (the "Issue Date") shall -2- 3 be deemed to be the day on which SAP AG or the credit institution managing the issue for SAP AG accepts the SAP 2000 Long Term Incentive Plan beneficiary's subscription certificate. (2) If the conversion right under a convertible bond lapses in accordance with article 7, the convertible bond shall be repaid early at par on the day of lapse. (3) Subject to the provisions in article 9, neither the borrower nor the lender shall have a right of cancellation. ARTICLE 3 CONVERSION RIGHTS (1) Subject as is set forth below, until the expiration of the ten-year term envisioned in article 2 (1) above holders of convertible bonds are entitled to exchange their bonds for non-voting bearer SAP AG preference shares. These preference shares carry the same rights under the Articles of Incorporation as other preference shares previously issued. Each convertible bond having a par value of euro 3 entitles its holder to convert the bond to one SAP AG preference share. (2) The new preference shares are eligible for dividends from the beginning of the first fiscal year for which no general meeting resolution for the appropriation of retained earnings had been adopted before the time at which the conversion right was exercised. (3) The conversion rights are secured by the Contingent Capital approved by the -3- 4 SAP AG General Meeting of January 18, 2000. SAP AG as borrower is entitled, at SAP AG's option, to satisfy the beneficiary's subscription right by issuing to the beneficiary own shares owned by SAP AG rather than new preference shares pursuant to the Contingent Capital and the beneficiary shall accept, at SAP AG's option, own shares owned by SAP AG or new preference shares pursuant to the Contingent Capital in satisfaction of the beneficiary's subscription right. ARTICLE 4 VESTING PERIODS, EXERCISE TIMES, EXERCISE DAYS (1) Beneficiaries may not convert a bond until a vesting period has elapsed. The vesting period for 33% of a beneficiary's conversion rights ends two years after the Issue Date (as defined in article 2 (1) above). The vesting period for the next 33% ends three years after issue of the bonds. The vesting period for the balance ends four years after issue of the bonds. Each conversion right associated with a convertible bond is exercisable only in whole. Exercise of part of a conversion right is excluded. (2) Conversion rights cannot be exercised during the following periods: (i) between the sixteenth day of the last month of a fiscal quarter and the day on which SAP AG announces its provisional results for that quarter (inclusive) and (ii) between March 16 in any year and the day of the SAP AG Annual General Meeting (inclusive). Further, conversion rights cannot be exercised between the day SAP AG publishes, in one of the journals recognized by the Frankfurt Stock Exchange for that purpose, a subscription offer for new shares of capital stock or for bonds with conversion or subscription rights for SAP AG shares, until -4- 5 the last day of the subscription term, inclusive, and for the purposes of this provision an offer under the SAP 2000 Long Term Incentive Plan or successor participation programs that excludes shareholder preemptive rights shall not be a subscription offer for new shares or bonds with conversion or subscription rights for SAP AG shares. (3) Within the permitted periods for the exercise of conversion rights in accordance with (1) and (2) of this article 4, conversion rights can only be exercised with effect on January 30, February 15, March 10, May 15, June 10, July 30, August 15, September 10, October 30, November 15, and December 10 ("exercise days") in any year. If the exercise day falls on a Saturday or Sunday, or on a public holiday at the place of business of the conversion office, the exercise day shall be the next bank business day at the place of business of the conversion office. ARTICLE 5 DECLARATION OF CONVERSION (1) To exercise their conversion right beneficiaries must furnish a conversion declaration using the form provided by SAP AG. The conversion declaration may be furnished by fax, e-mail, intranet or other comparable electronic communications system provided that the original signed conversion declaration envisioned in the German Stock Corporation Act, article 198, is available at the place of business of the conversion office in duplicate not later than 6 P.M. local time on the last bank business day before the exercise day. (2) Conversion declarations must be furnished to the conversion office not later -5- 6 than 6 P.M. local time on the seventh calendar day prior to the exercise day. Conversion declarations deposited later shall be ignored and shall not take effect as conversion declarations for the next available exercise day. After payment of the conversion price (as defined below) the preference shares to be issued by reason of conversion will, as instructed in the conversion declaration, be delivered by way of deposit credit in the Deutsche Borse Clearing AG clearing system or realized for the account of the beneficiary. The conversion price is payable to SAP AG on the exercise day. (3) The conversion office is Citibank Privatkunden AG, Dusseldorf, Germany. ARTICLE 6 CONVERSION PRICE (1) The conversion price for an SAP AG preference share shall equal the closing price of the SAP AG preference share quoted on the Frankfurt Stock Exchange in the XETRA trading system (or successor system) on the last day of trading prior to the Issue Date of the convertible bond. When beneficiaries exercise their conversion rights, they will make an additional payment for each preference share equal to the amount by which the conversion price of the preference share exceeds the par value of the converted convertible bond. The conversion price is subject to adjustment as is provided below. The conversion price will not be less than the lowest issue price within the meaning of article 9 (1) of the German Stock Corporation Act. (2) If, during the term of a convertible bond, the capital stock of SAP AG is increased by the issue of new shares or sale of own shares owned by SAP AG, -6- 7 or bonds are issued carrying conversion rights or options for SAP AG shares, and the holders of preference shares are granted subscription rights, then the conversion price shall be reduced in proportion as the price of the preference shareholders' preemptive rights averaged over all the days on which the preemptive rights were traded on the Frankfurt Stock Exchange stands in relation to the SAP AG preference share closing price in the Frankfurt Stock Exchange XETRA trading system (or its successor system) on the last trading day before the issue of the shares on exercise of the preemptive right. Such a reduction will not be applied if the holders of the convertible bonds are afforded subscription rights that are equivalent to the subscription rights of the preference shareholders. (3) The conversion price and number of shares issuable is also subject to adjustment in the event of changes in corporate structure or capitalization during the term of the convertible bond as follows: The entitlement of the beneficiary of a convertible bond to acquire preference shares by exercising the conversion right increases in proportion as the SAP AG capital stock is increased from corporate funds by issuing new shares, and the conversion price per share is reduced in this same proportion. If capital stock is increased from the Company's reserves without issuing new shares (German Stock Corporation Act, article 207 (2)(sentence 2)), the conversion right under convertible bonds and the conversion price shall remain unchanged. If the SAP AG capital stock is reduced, the entitlement of the beneficiary of a convertible bond to acquire preference shares by exercising the conversion right decreases in proportion as the capital stock is reduced, and the conversion price per preference share shall be increased in this same proportion. The same provisions apply analogously in the event of a splitting or amalgamation of -7- 8 shares. (4) If an adjustment is made in accordance with the provisions under (2) or (3) of this article 6, fractions of shares will not be issued to satisfy conversion rights. Fractional amounts will be balanced in money proceeding from the best possible consolidation and sale by the conversion office of the fractional entitlements for the account of the beneficiaries of convertible bonds. (5) SAP AG shall notify the beneficiaries of convertible bonds as provided in article 9 (4) without delay of any adjustment made in accordance with the foregoing provisions. ARTICLE 7 NONNEGOTIABILITY (1) Except in the case of death, the convertible bonds are not negotiable. Holders of the associated conversion rights may only exercise those rights while they are employees of SAP AG or an SAP Group Company and termination notice has not been given with respect to their employment. Notwithstanding the foregoing provision, holders of conversion rights which have vested (as set forth in article 4 (1)) at the time when an employment termination notice is served or at the time when the employment ends if it is not terminated by notice may, if the circumstances envisioned in (2) have not arisen, exercise their conversion rights within a grace period of three months after employment termination notice is served or the employment ends, subject to the provisions in article 4 concerning times when conversion rights cannot be exercised. If these conversion rights are not exercised within the grace period, they shall lapse at the end thereof. Conversion rights which have not vested shall lapse at -8- 9 the time when employment termination notice is served or at the time when the employment ends if it is not terminated by notice. (2) In the event of death, convertible bonds shall pass to the estate of the beneficiary of the convertible bond. The provisions of (1) notwithstanding, the conversion rights attaching to the convertible bond can be exercised by the successors not later than two years after the beneficiary's death. At that time, conversion rights shall lapse. The same provisions apply analogously in cases of retirement, mutually agreed termination, and where the SAP Group Company through which the beneficiary is entitled is retired from the SAP Group. ARTICLE 8 TERMINATION (1) Beneficiaries of convertible bonds may terminate their convertible bonds and claim immediate repayment of their convertible bonds at par if: * SAP AG ceases making payments * Insolvency proceedings are brought in respect of the assets of SAP AG * SAP AG enters liquidation, except where such liquidation is for the purpose of merger or some other form of amalgamation with another company and that company assumes all obligations under convertible bonds. (2) SAP AG as borrower under the convertible bonds may terminate and repay the convertible bonds at par not later than expiry of the first vesting period if before -9- 10 that time proceedings have been brought challenging the validity of any resolution of the General Meeting of January 18, 2000 or the special meeting of preference shareholders of the same date. ARTICLE 9 MISCELLANEOUS PROVISIONS (1) These terms shall be governed by German Law without regard to its conflicts of law principles. (2) The place of performance is Walldorf, Germany. (3) The place of jurisdiction for all disputes arising out of the matters set forth in these loan terms is Heidelberg, Germany. (4) All notices required to be given by SAP AG may be given, at the option of SAP AG, in writing or by e-mail to the bondholders or in the German Federal Gazette (the "Bundesanzeiger"). (5) To the extent permitted by law, all taxes, social security contributions, and other imposts arising in connection with the issue of the convertible bonds, the exercise of conversion rights, and the assignment of subscribed shares shall be borne exclusively by the holders of the convertible bonds. (6) If any provision in these loan terms be or become ineffective or unenforceable in whole or in part the other provisions shall remain unaffected. Where there is -10- 11 a lacuna by reason of the ineffectiveness or unenforceability of a provision in these loan terms an appropriate additional provision reflecting the interests of the parties shall be construed. ARTICLE 10 CONDITION PRECEDENT It shall be a condition precedent to the conversion rights attaching to convertible bonds that the Contingent Capital authorized by the SAP AG General Meeting on January 18, 2000 shall have been entered in the commercial register of the Heidelberg District Court. -11- EX-5.1 3 OPINION OF MICHAEL JUNGE 1 EXHIBIT 5.1 [Letterhead SAP AG] February 14, 2000 SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung Neurottstrasse 16 69190 Walldorf Federal Republic of Germany Form S-8 Registration Statement Relating to the SAP AG 2000 Long Term Incentive Plan I am the General Counsel of SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung, a stock corporation organized under the laws of the Federal Republic of Germany (the "Company"), and I am familiar with the Company's 2000 Long Term Incentive Plan (the "Plan"). Pursuant to the Plan, certain members of the Company's executive board, certain members of the executive boards of the Company's affiliates (verbundene Unternehmen) and selected senior managers and top performers of the Company and its affiliates (the "Participants") will be entitled, at their option, to: (i) subscribe for options in the form of non-interest bearing convertible bonds, par value Euro 3 each (the "Convertible Bonds"), each of which may be converted into one non-voting preference share, without nominal value, of the Company ("Preference Shares") as provided in the Plan Documents (as defined below); and/or (ii) receive stock options (the "Stock Options"), which may be exercised for Preference Shares as provided in the Plan Documents (as defined below). This opinion is given in connection with the filing by the Company with the U.S. Securities and Exchange Commission of a registration statement on Form S-8 (the "Registration Statement") pursuant to the U.S. Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations promulgated thereunder (the "Rules"). In connection therewith, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of (i) the Registration Statement, (ii) the Plan, (iii) the terms applying to the Convertible Bonds (the "Convertible Bond Terms"), (iv) the terms applying to the Stock Options (the "Stock Option Terms"), (v) the Articles of Association (Satzung) of the Company, (vi) an excerpt with respect to the Company from the commercial register at the local court (Amtsgericht) in Heidelberg, (vii) resolutions adopted on January 18, 2000 by the holders of ordinary shares of the Company and the holders of Preference Shares authorizing, among other things, the Plan, the issuance of the Convertible Bonds and the contingent increase of the Company's capital stock of Euro 15,977,871.29 by the issuance of up to 6,250,000 Preference Shares (the "Resolutions"), (viii) the form of grant letter to be delivered to the Participants (the "Grant Letter") and (ix) such other documents as I have deemed necessary or appropriate as a basis for the opinions set forth below. The Convertible Bond Terms, the Stock Option Terms, the Resolutions and the Grant Letter are referred to hereinafter as the "Plan Documents"). In my examination, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such copies. As to any facts material to the opinion expressed herein which were not independently established or verified, I have relied upon statements and representations of officers and other representatives of the Company and others. Based upon and subject to the foregoing, I am of the opinion that: 2 1. The Convertible Bonds that may be issued will be, when issued and paid for pursuant to the Plan Documents, valid and binding obligations of the Company and enforceable against the Company in accordance with their terms, except that the enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally. 2. The Preference Shares that may be issued (i) upon conversion of the options in the form of Convertible Bonds and (ii) upon exercise of the Stock Options, will be, when issued and paid for upon such conversion or exercise, as the case may be, pursuant to the Plan Documents, validly issued, fully paid and nonassessable. The foregoing opinion is limited to the laws of the Federal Republic of Germany, and I express no opinion as to the laws of any other jurisdiction. This opinion is delivered to you solely in connection with the Registration Statement and may not be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person or entity without my express prior written permission. I consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules. Very truly yours, /s/ Michael Junge Michael Junge General Counsel Head of Legal Department EX-23.2 4 CONSENT OF ARTHUR ANDERSEN 1 EXHIBIT 23.2 [LETTERHEAD OF ARTHUR ANDERSEN Wirtschaftspruefungsgesellschaft Steuerberatungsgesellschaft mbH] Consent of Independent Accountants We consent to the incorporation by reference in the Registration Statement on Form S-8, filed by SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung (the "Company") with the Securities and Exchange Commission (the "Commission") of our report dated February 26, 1999, contained in the Company's Annual Report on Form 20-F, filed with the Commission on May 18, 1999, relating to the consolidated balance sheets of the Company and its subsidiaries as of December 31, 1998 and 1997 and the related consolidated income statements, consolidated statements of cash flows and consolidated statements of changes in shareholders' equity for each of the three years in the period ended December 31, 1998. Eschborn/Frankfurt/M., February 14, 2000 ARTHUR ANDERSEN Wirtschaftsprufungsgesellschaft Steuerberatungsgesellschaft mbH /s/ Weber /s/ Klein ----------------- ------------------ Prof. Dr. Weber Klein Wirtschaftspruefer Wirtschaftspruefer -----END PRIVACY-ENHANCED MESSAGE-----