8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2003

Crystal Decisions, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	000-31859	77-0537234
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

895 Emerson Street, Palo Alto, California 94301

(Address of principal executive offices) (Zip Code)

(650) 838-7410

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7. Financial Statements and Exhibits.
SIGNATURES
Index to Exhibits
EXHIBIT 2.1
EXHIBIT 2.2

Item 5. Other Events.

     On August 27, 2003, Borg Merger Sub II, Inc., a Delaware corporation (“Merger Sub 2”) assigned all of its rights, interests and obligations under the Agreement and Plan of Merger, dated as of July 18, 2003 (the “Merger Agreement”), by and among Business Objects S.A., a société anonyme organized under the laws of the Republic of France (“Business Objects”), Borg Merger Sub I, Inc., a Delaware corporation (“Merger Sub 1”), Merger Sub 2, Borg Merger Sub III, Inc., a Delaware corporation (“Merger Sub 3”), Seagate Software (Cayman) Holdings, an exempted company incorporated in the Cayman Islands with limited liability (together with any successor by deregistration and domestication, “HoldCo”), and Crystal Decisions, Inc., a Delaware corporation (“Crystal Decisions”), to Business Objects Americas, Inc., a Delaware corporation (“BOA”), pursuant to an assignment, dated as of August 27, 2003, by and between Merger Sub 2 and BOA (the “Assignment”). A copy of the Assignment is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

     On August 29, 2003, Business Objects, Merger Sub 1, BOA (as assignee of Merger Sub 2), Merger Sub 3, HoldCo and Crystal Decisions entered into the first amendment to the Merger Agreement (the “First Amendment”). A copy of the First Amendment is filed as Exhibit 2.2 hereto and is incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit	Description
2.1	Assignment, dated as of August 27, 2003, by and between Borg Merger Sub II, Inc. and Business Objects Americas, Inc.
2.2	First Amendment to Agreement and Plan of Merger, dated as of August 29, 2003, by and among Business Objects, S.A., Borg Merger Sub I, Inc., Business Objects Americas, Inc. (as assignee of Borg Merger Sub II, Inc.), Borg Merger Sub III, Inc., Seagate Software (Cayman) Holdings Corporation and Crystal Decisions, Inc.

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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.

	CRYSTAL DECISIONS, INC. a Delaware corporation
September 5, 2003	By:	/s/ Eric Patel Eric Patel Chief Financial Officer

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Index to Exhibits

Exhibit	Description
2.1	Assignment, dated as of August 27, 2003, by and between Borg Merger Sub II, Inc. and Business Objects Americas, Inc.
2.2	First Amendment to Agreement and Plan of Merger, dated as of August 29, 2003, by and among Business Objects, S.A., Borg Merger Sub I, Inc., Business Objects Americas, Inc. (as assignee of Borg Merger Sub II, Inc.), Borg Merger Sub III, Inc., Seagate Software (Cayman) Holdings Corporation and Crystal Decisions, Inc.

EX-2.1 3 f92919exv2w1.htm EXHIBIT 2.1

Exhibit 2.1

ASSIGNMENT

     This ASSIGNMENT, dated as of August 27, 2003 (this “Assignment”), is entered into by and among Borg Merger Sub II, Inc. (“Assignor”), a Delaware corporation and a direct wholly-owned subsidiary of Business Objects S.A., a société anonyme organized under the laws of the Republic of France (“Parent”), and Business Objects Americas, Inc. (“Assignee”), a Delaware corporation and a direct wholly-owned subsidiary of Parent.

     WHEREAS, Parent, Borg Merger Sub I, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub 1”), Assignor, Borg Merger Sub III, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub 3”), Seagate Software (Cayman) Holdings, an exempted company incorporated in the Cayman Islands with limited liability (together with any successor by deregistration and domestication, “HoldCo”) and Crystal Decisions, Inc., a Delaware corporation (“Crystal”), have entered into that certain Agreement and Plan of Merger dated as of July 18, 2003 by (the “Merger Agreement”) pursuant to which, subject to the satisfaction or waiver of the conditions therein, (1) Merger Sub 1 will merge with and into HoldCo (the “HoldCo Merger”), (2) immediately following the HoldCo Merger, the surviving corporation of the HoldCo Merger will merge with and into Assignor (the “Second HoldCo Merger”), (3) immediately following the Second HoldCo Merger, Merger Sub 3 will merge with and into Crystal (the “Company Merger”), and (4) immediately following the Company Merger, the surviving corporation of the Company Merger will merge with and into the surviving corporation of the Second HoldCo Merger; and

     WHEREAS, Section 12.9 of the Merger Agreement, among other things, permits any of Merger Sub 1, Assignor and Merger Sub 3 to assign, in its sole discretion and without the consent of any other party, any or all of its rights, interests and obligations hereunder to (i) Parent, (ii) Parent and one or more direct or indirect wholly-owned Subsidiaries of Parent, or (iii) one or more direct or indirect wholly-owned Subsidiaries of Parent if and only if such assignment would not in any manner adversely affect the rights, obligations and benefits of the transactions contemplated hereby of any party or any of their direct or indirect affiliates; and

     WHEREAS, Assignor desires to assign to Assignee all of its rights, interests and obligations under the Merger Agreement.

     NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee hereby agree as follows:

     1.     Definitions. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement.

     2.     Assignment by Assignor. Assignor hereby assigns to Assignee all of its rights, interests and obligations under the Merger Agreement, subject to and in accordance with the terms of Section 12.9 of the Merger Agreement.

     3.     Acceptance by Assignee. Assignee hereby accepts such assignment and assumes and agrees to perform when due the obligations of Assignor under the Merger Agreement.

     4.     Representations and Warranties of Assignee and Assignor. Each of Assignee and Assignor hereby represents and warrants as follows:

(a)	Organization. Each of Assignee and Assignor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Neither Assignee nor Assignor is in material violation of any provision of its certificate of incorporation or bylaws.
(b)	Authority. Each of Assignee and Assignor has all requisite corporate power and authority to enter into this Assignment. Assignee has all requisite corporate power and authority, subject to the approval of the Mergers and the Capital Increase by Parent’s stockholders, to consummate the Mergers and the other transactions contemplated by the Merger Agreement. The execution and delivery of this Assignment has been duly authorized by all necessary corporate action on the part of Assignor and no other corporate proceedings on the part of Assignor are necessary to authorize this Assignment. The execution and delivery of this Assignment and the consummation by Assignee of the Mergers and the other transactions contemplated by the Merger Agreement have been duly authorized by all necessary corporate action on the part of Assignee and no other corporate proceedings on the part of Assignee are necessary to authorize this Assignment or to consummate the Mergers and the other transactions contemplated by the Merger Agreement, subject to the approval of the Mergers and the Capital Increase by the requisite vote of Parent’s stockholders, and the filing of the Certificates of Merger pursuant to the DGCL. This Assignment has been duly executed and delivered by each of Assignee and Assignor and, by virtue of this Assignment, the Merger Agreement constitutes a valid and binding agreement of Assignee, enforceable against it in accordance with its terms.
(c)	Consents. The execution and delivery of this Assignment by Assignee does not, and the performance of Assignor’s obligations under the Merger Agreement by Assignee and the consummation by Assignee of the Mergers and the other transactions contemplated by the Merger Agreement will not, subject to obtaining the approval of the Mergers and the approval of the Capital Increase by Parent’s stockholders, (i) conflict with or violate the organizational documents of Assignee, (ii) conflict with or violate any Legal Requirement applicable to Assignee or by which Assignee or its properties are bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair Assignee’s rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of, or

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result in the creation of an Encumbrance on any of the material properties or assets of Parent or any of the Parent Subsidiaries pursuant to any Parent Material Contract other than, in the case of clauses (ii) and (iii), any such conflicts, violations, breaches, defaults, rights, terminations, amendments, accelerations, cancellations or Encumbrances that individually or in the aggregate would not have a Parent Material Adverse Effect or prevent or materially adversely affect the ability of Parent to consummate the Mergers within the time frame in which the Mergers would otherwise be consummated in the absence of such conflict, violation, breach, default, right, termination, amendment, acceleration, cancellation or Encumbrance.

     5.     No Adverse Effect. Each of Assignor and Assignee hereby represents and warrants that the assignment of Assignor’s rights, interests and obligations under the Merger Agreement to Assignee provided by this Assignment will not in any manner adversely affect the rights, obligations and benefits of the transactions contemplated by the Merger Agreement of any party to the Merger Agreement or any of their direct or indirect affiliates.

     6.     Governing Law. This Assignment will be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof.

     7.     Further Assurances. Upon request, each of Assignor and Assignee will perform such further acts and execute and deliver such additional documents as may be necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Assignment.

     8.     No Further Modification. Except as is specifically provided herein, this Assignment shall not be deemed to modify or affect the Merger Agreement.

     9.     Counterparts. This Assignment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and such counterparts together shall constitute one instrument.

[Signature Page Follows]

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     IN WITNESS WHEREOF, Assignor and Assignee have duly executed this Assignment as of the date first set forth above.

ASSIGNOR
Borg Merger Sub II, Inc.
By	/s/ Bernard Liautaud Name: Bernard Liautaud Title: Chief Executive Officer and President
ASSIGNEE
Business Objects Americas, Inc.
By	/s/ Bernard Liautaud Name: Bernard Liautaud Title: Chief Executive Officer and President

ACKNOWLEDGMENT

Subject to and in reliance upon the representations and warranties of Assignor and Assignee set forth above in this Assignment, each of HoldCo and Crystal hereby acknowledges the assignment of Assignor’s rights, interests and obligations under the Merger Agreement to Assignee provided for by this Assignment.

Seagate Software (Cayman) Holdings Corporation (as successor to Seagate Software (Cayman) Holdings)
By	/s/ David Roux Name: David Roux Title: Chairman
Crystal Decisions, Inc.
By	/s/ Susan J. Wolfe Name: Susan J. Wolfe Title: Vice President, General Counsel and Secretary

EX-2.2 4 f92919exv2w2.htm EXHIBIT 2.2

Exhibit 2.2

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

     THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER is entered into as of August 29, 2003 (the “First Amendment”) by and among Business Objects S.A., a société anonyme organized under the laws of the Republic of France (“Parent”), Borg Merger Sub I, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub 1”), Business Objects Americas, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“BOA”), Borg Merger Sub III, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub 3”), Seagate Software (Cayman) Holdings Corporation, a Delaware corporation (“HoldCo”), and Crystal Decisions, Inc., a Delaware corporation (the “Company”).

RECITALS

     WHEREAS, Parent, Merger Sub 1, Borg Merger Sub II, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub 2”), Merger Sub 3, HoldCo and the Company entered into an Agreement and Plan of Merger, dated as of July 18, 2003 (the “Original Agreement”);

     WHEREAS, Merger Sub 2 assigned to BOA all of its rights, interests and obligations under the Original Agreement;

     WHEREAS, the parties wish to make certain modifications to the Original Agreement; and

     WHEREAS, Section 10.4 of the Original Agreement sets for the manner in which the Original Agreement may be amended.

     NOW, THEREFORE, in consideration of the covenants and representations set forth in the Original Agreement and for other good and valuable consideration, the parties agree as follows:

1.     Section 1.3(b)(ii)(1) of the Original Agreement is hereby amended and restated to read in its entirety as follows:

               "(1) The Parent stockholders shall meet and approve (x) the Mergers, (y) the issuance of Parent Shares to the HoldCo Common Stockholders, Option Sub and the Contributing Company Common Stockholders in the amounts to which such stockholders are entitled pursuant to Sections 2.1(a), 2.1(b) and 2.3(a)(i) hereof in consideration of the Contributions (the “Capital Increase”), and (z) the appointment of the additional member(s) to Parent’s board of directors; and”

2.     Section 8.2(a) of the Original Agreement is hereby amended and restated to read in its entirety as follows:

               “(a) As promptly as practicable, Parent, through its board of directors, will convene a meeting of its stockholders (the “Parent Stockholders’ Meeting”) for the purpose of voting upon, and will use its reasonable best efforts to solicit from its stockholders a vote in favor of, (i) approval of the Mergers, (ii) approval of the issuance of Parent Shares pursuant to the Capital Increase, (iii) the appointment of the additional member(s) to Parent’s board of directors as contemplated by Section 8.8, and (iv) such other matters as Parent reasonably believes are necessary to be approved under applicable law to consummate the Mergers in accordance with the terms hereof (collectively, the “Parent Proposals”). Notwithstanding anything in this Agreement to the contrary, (y) Parent shall be permitted to adjourn the Parent Stockholders’ Meeting, from time to time, until such time as all other conditions set forth in Article IX (other than conditions which by their terms are to be satisfied at Closing) have been satisfied or duly waived and (z) unless this Agreement is terminated in accordance with its terms, Parent will call, hold and convene the Parent Stockholders’ Meeting for the purpose of considering the approval of the Parent Proposals.”

3.     Section 8.8 of the Original Agreement is hereby amended and restated to read in its entirety as follows:

          “Section 8.8 Board of Directors. Parent will take all necessary action, subject to applicable law, to cause the number of members of Parent’s board of directors to be increased by one (1) as of the Effective Time, and to use reasonable best efforts to cause the vacancy to be filled by David J. Roux (or such other Person as may be designated in writing by HoldCo Stockholder at least forty-five (45) days prior to the filling of such vacancy; provided, that such Person is reasonably acceptable to Parent). The Company and its counsel will be given a reasonable opportunity to review and comment on Parent’s board of directors resolution contemplated by this Section 8.8. Furthermore, Parent will use its reasonable best efforts, subject to applicable law, to cause the number of members of Parent’s board of directors to be increased by one (1) additional director as of the Effective Time or, if it is not reasonably practicable to do so as of the Effective Time, as soon as reasonably practicable after the Effective Time and, in any event, by Parent’s annual meeting of stockholders to be held in 2004, and to cause the vacancy to be filled by one (1) individual who qualifies as an “independent” director of Parent pursuant to proposed and applicable laws and regulations (the “Independent Director”).”

4.     Except as otherwise defined herein, capitalized terms used herein have the meanings given them in the Original Agreement.

5. All references to the Original Agreement shall mean the Original Agreement as amended by this First Amendment. Except as specifically amended above, the Original Agreement shall remain in full force and effect in the original form agreed by the parties thereto, and is hereby ratified and confirmed.

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6.     This First Amendment may be executed in two or more counterparts, and by facsimile, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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     IN WITNESS WHEREOF, Parent, Merger Sub 1, BOA, Merger Sub 3, HoldCo and the Company have caused this First Amendment to the Original Agreement to be executed and delivered by their respective officers thereunto duly authorized, all as of the date first written above.

BUSINESS OBJECTS S.A.

By: /s/ Bernard Liautaud Name: Bernard Liautaud
Title: Chairman of the Board and
Chief Executive Officer

BORG MERGER SUB I, INC.

By: /s/ Elisabeth Blinet Name: Elisabeth Blinet
Title: Secretary

BUSINESS OBJECTS AMERICAS, INC.

By: /s/ Bernard Liautaud
Name: Bernard Liautaud
Title: Chief Executive Officer and
President

BORG MERGER SUB III, INC.

By: /s/ Elisabeth Blinet
Name: Elisabeth Blinet
Title: Secretary

SEAGATE SOFTWARE (CAYMAN) HOLDINGS
CORPORATION

By: /s/ David Roux
Name: David Roux
Title: Chairman

CRYSTAL DECISIONS, INC.

By: /s/ Jonathan J. Judge Name: Jonathan J. Judge
Title: President and Chief Executive Officer

[SIGNATURE PAGE TO AMENDMENT TO AGREEMENT AND PLAN OF MERGER]

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EX-2.1

Exhibit 2.1

EX-2.2

Exhibit 2.2