SC TO-I/A

As filed with the Securities and Exchange Commission on November 12, 2002

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 4)

BUSINESS OBJECTS S.A.

(Name of Subject Company (Issuer))

BUSINESS OBJECTS S.A.

(Name of Filing Person (Offeror))

Options Granted with Exercise Prices Equal to or Greater than 30 euros per Share Under the Business Objects
S.A. 1999 Stock Option Plan, as amended and 2001 Stock Option Plan, as amended to subscribe to or purchase Ordinary
Shares, nominal value 0.10 euro per share, Held by Certain Option Holders
(Title of Class of Securities)

1232 8X 107
(CUSIP Number of Class of Securities)
(American Depositary Shares representing Ordinary Shares)

Clifton Thomas Weatherford
Chief Financial Officer
Business Objects
3030 Orchard Parkway
San Jose, California 95134
(408) 953-6000

(Name, address, including zip code, and telephone number of Persons Authorized to
Receive Notices and Communications on Behalf of Person(s) Filing Statement)

Copy to:
Steven V. Bernard, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
(650) 493-9300

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$103,001,545.79		$9,476.14

*

Calculated solely for purposes of determining the filing fee. This amount assumes that options to subscribe to or purchase 2,836,366 ordinary shares of Business Objects S.A. having an aggregate value of $103,001,545.79 will be exchanged for currently outstanding options pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, equals the product of 0.000092 and the value of the transaction.

**

$9,476.14 previously paid.

[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$9,476.14
Form or Registration No.:	Schedule TO-I
Filing party:	Business Objects S.A.
Date filed:	October 11, 2002

[   ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

     Check the appropriate boxes below to designate any transactions to which the statement relates:

[   ]	third party tender offer subject to Rule 14d-1.
[X]	issuer tender offer subject to Rule 13e-4.
[   ]	going-private transaction subject to Rule 13e-3.
[   ]	amendment to Schedule 13D under Rule 13d-2.

     Check the following box if the filing is a final amendment reporting the results of the tender offer. [   ]

2

TABLE OF CONTENTS

	Item 4. The terms of the Transaction
	Item 12. Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.(A)(1)(L)

     This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO filed by Business Objects S.A. (the “Company”) with the Securities and Exchange Commission on October 11, 2002, as amended on November 4, 2002, November 6, 2002 and November 8, 2002 (the “Schedule TO”) relating to an offer by the Company to grant its eligible employees the opportunity to renounce the right to the benefit of options granted with exercise prices equal to or greater than 30 euros per share under the Business Objects S.A. 1999 Stock Option Plan, as amended, and the 2001 Stock Option Plan, as amended, to subscribe to or purchase Ordinary Shares, nominal value 0.10 euro per share, for a lesser number of new options, upon the terms and conditions described in the Offer to Grant dated October 11, 2002 (the “Offer to Grant”), the related email to eligible employees, the election form, and the notice of withdrawal (which together, as they may be amended from time to time constitute the “Offer”).

     This Amendment No. 4 to the Schedule TO is filed in satisfaction of the reporting requirements of Rule 13e-4(c)(3) promulgated under the Securities Exchange Act of 1934, as amended.

     The information in the Offer to Grant, the related email to eligible employees, the election form and the notice of withdrawal, copies of which were previously filed with the Schedule TO as Exhibits (a)(1)(A), (a)(1)(B), (a)(1)(C) and (a)(1)(D), respectively, is incorporated in this Amendment No. 4 to the Schedule TO by reference, except that such information is hereby amended and supplemented to the extent specifically provided below.

Item 4. The terms of the Transaction

     Item 4 of the Schedule TO is hereby amended and supplemented as follows:

On November 11, 2002, the Company announced that the Offer has been extended until 11:59 p.m., New York City time, on Tuesday, November 19, 2002. The information set forth in the email to eligible employees dated November 11, 2002, a copy of which is filed as Exhibit (a)(1)(L) hereto, is incorporated herein by reference. The Company reserves the right to further extend the Offer or to terminate the Offer, in its discretion, in accordance with the terms set forth in the Offer to Grant.

Item 12. Exhibits

     Item 12 of Schedule TO is hereby amended and supplemented as follows:

*(a)(1)(A)	Offer to Grant, dated October 11, 2002
*(a)(1)(B)	Form of email sent to Eligible Employees on October 11, 2002
*(a)(1)(C)	Form of Election Form
*(a)(1)(D)	Form of Notice of Withdrawal
*(a)(1)(E)	Form of Election to Transfer the National Insurance Liability — Employees of the U.K.
*(a)(1)(F)	Business Objects S.A. 1999 Plan Prospectus
*(a)(1)(G)	Business Objects S.A. 2001 Plan Prospectus
*(a)(1)(H)	Form of Promise to Grant New Options
**(a)(1)(I)	Form of email sent to eligible Americas employees on November 5, 2002
**(a)(1)(J)	Form of email sent to eligible Europe Employees (excluding France, Sweden, Switzerland) on November 5, 2002
***(a)(1)(K)	Form of presentation to eligible employees on November 8, 2002
(a)(1)(L)	Form of email to eligible employees announcing the extension of the Offer
(b)	Not applicable
*(d)(1)	Business Objects S.A. 1999 Stock Option Plan, as amended as of March 30, 2001
*(d)(2)	Form of Option Agreement pursuant to the Business Objects S.A. 1999 Stock Option Plan
*(d)(3)	Business Objects S.A. 2001 Stock Option Plan
*(d)(4)	Form of Option Agreement pursuant to the Business Objects S.A. 2001 Stock Option Plan
*(d)(5)	Addendum to Business Objects S.A. Stock Option Agreement — Employees of The Netherlands

3

(g)	Not applicable
(h)	Not applicable

*	Previously filed on Schedule TO dated October 11, 2002.
**	Previously filed on Amendment No. 2 to Schedule TO dated November 6, 2002.
***	Previously filed on Amendment No. 3 to Schedule TO dated November 8, 2002.

4

SIGNATURES

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 4 to Schedule TO is true, complete and correct.

Dated: November 12, 2002	BUSINESS OBJECTS S.A.
	By:	/s/ Bernard Liautaud
		Name: Bernard Liautaud Title: Chairman and Chief Executive Officer

5

EXHIBIT INDEX

*(a)(1)(A)	Offer to Grant, dated October 11, 2002
*(a)(1)(B)	Form of email sent to Eligible Employees on October 11, 2002
*(a)(1)(C)	Form of Election Form
*(a)(1)(D)	Form of Notice of Withdrawal
*(a)(1)(E)	Form of Election to Transfer the National Insurance Liability — Employees of the U.K.
*(a)(1)(F)	Business Objects S.A. 1999 Plan Prospectus
*(a)(1)(G)	Business Objects S.A. 2001 Plan Prospectus
*(a)(1)(H)	Form of Promise to Grant New Options
**(a)(1)(I)	Form of email sent to eligible Americas employees on November 5, 2002
**(a)(1)(J)	Form of email sent to eligible Europe Employees (excluding France, Sweden, Switzerland) on November 5, 2002
***(a)(1)(K)	Form of presentation to eligible employees on November 8, 2002
(a)(1)(L)	Form of email to eligible employees announcing the extension of the Offer
(b)	Not applicable
*(d)(1)	Business Objects S.A. 1999 Stock Option Plan, as amended as of March 30, 2001
*(d) (2)	Form of Option Agreement pursuant to the Business Objects S.A. 1999 Stock Option Plan
*(d) (3)	Business Objects S.A. 2001 Stock Option Plan
*(d) (4)	Form of Option Agreement pursuant to the Business Objects S.A. 2001 Stock Option Plan
*(d) (5)	Addendum to Business Objects S.A. Stock Option Agreement — Employees of The Netherlands
(g)	Not applicable
(h)	Not applicable

*	Previously filed on Schedule TO dated October 11, 2002.
**	Previously filed on Amendment No. 2 to Schedule TO dated November 6, 2002.
***	Previously filed on Amendment No. 3 to Schedule TO dated November 8, 2002.

6 EX-99.(A)(1)(L) 3 f85529a4exv99wxayx1yxly.txt EXHIBIT 99.(A)(1)(L) EXHIBIT (a)(1)(L) To: All Business Objects Employees Eligible to Participate in the Offer to renounce the right to options dated October 11, 2002 From: Bernard Liautaud Dear all, I am pleased to inform you that we have decided to extend the offer to renounce the right to options until 11:59 p.m., New York City time, on Tuesday, November 19, 2002 (the "Expiration Date"). The offer had previously been scheduled to expire at 11:59 p.m., New York City time, on Tuesday, November 12, 2002. As a result of the new Expiration Date, the following key dates will also be moved forward by one week: * we now expect to cancel eligible options properly submitted to us in the offer on November 20, 2002 (instead of November 13, 2002 as previously anticipated); and * we now expect to grant the new options on or after May 22, 2003 (instead of May 15, 2003 as previously anticipated. Following the World Wide communications meetings last Friday and the posting of the exchange model on the Embassy web site, we received many additional inquiries into the program and we feel it is appropriate to provide you additional time to adequately educate yourself on the program in order to decide if you wish to participate. The offer to participate in the program now ends at 11:59 p.m. New York City time on Tuesday November 19, 2002. All properly completed and signed election forms (or a faxed copy) must be received at the location listed below by this time. Employees should return their election forms to: Business Objects Americas 3030 Orchard Parkway San Jose, CA 95134. Faxes may be sent to (408)894-6522 or (408) 894-6537 Attention: Emily Cayas If you have any questions regarding the program please feel free to contact Jonathan Schoonmaker, Elisabeth Blinet or Stephane Massas for clarification. Regards, Bernard THE TERMS AND CONDITIONS OF THE OFFER SET FORTH IN THE OFFER TO GRANT, OTHER THAN THE DATE THE OFFER IS SCHEDULED TO EXPIRE, AS WELL AS THE EXPECTED CANCELLATION DATE OF THE ELIGIBLE OPTIONS PROPERLY RENOUNCED IN THE OFFER AND THE EXPECTED GRANT DATE OF THE NEW OPTIONS, HAVE NOT CHANGED AND REMAIN APPLICABLE IN ALL RESPECTS TO THE OFFER. THIS EMAIL SHOULD BE READ IN CONJUNCTION WITH THE OFFER TO GRANT DATED OCTOBER 11, 2002, THE RELATED EMAIL TO ELIGIBLE EMPLOYEES, THE ELECTION FORM, THE NOTICE OF WITHDRAWAL (AS AMENDED) AND THE INFORMATION POSTED ON THE EMBASSY WEBSITE, EACH OF WHICH WERE FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND HAVE BEEN PREVIOUSLY PROVIDED TO YOU. THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ CAREFULLY IN THEIR ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. WE RESERVE THE RIGHT TO FURTHER EXTEND THE OFFER OR TO TERMINATE THE OFFER IN OUR DISCRETION IN ACCORDANCE WITH THE TERM OF THE OFFER. THIS EMAIL SUPPLEMENTS, AMENDS AND UPDATES THE INFORMATION CONTAINED IN THE OFFER TO GRANT DATED OCTOBER 11, 2002, THE RELATED EMAIL TO ELIGIBLE EMPLOYEES, THE ELECTION FORM AND THE NOTICE OF WITHDRAWAL, AS AMENDED NOVEMBER 4TH, 6TH AND 8TH, 2002 (WHICH TOGETHER AS THEY MAY BE FURTHER AMENDED AND SUPPLEMENTED FROM TIME TO TIME CONSTITUTE THE "OFFER") -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.(A)(1)(L)

                                                               EXHIBIT (a)(1)(L)

To: All Business Objects Employees Eligible to Participate in the Offer to
renounce the right to options dated October 11, 2002

From: Bernard Liautaud

Dear all,

I am pleased to inform you that we have decided to extend the offer to renounce
the right to options until 11:59 p.m., New York City time, on Tuesday, November
19, 2002 (the "Expiration Date"). The offer had previously been scheduled to
expire at 11:59 p.m., New York City time, on Tuesday, November 12, 2002.

As a result of the new Expiration Date, the following key dates will also be
moved forward by one week:

* we now expect to cancel eligible options properly submitted to us in the offer
on November 20, 2002 (instead of November 13, 2002 as previously anticipated);
and

* we now expect to grant the new options on or after May 22, 2003 (instead of
May 15, 2003 as previously anticipated.

Following the World Wide communications meetings last Friday and the posting of
the exchange model on the Embassy web site, we received many additional
inquiries into the program and we feel it is appropriate to provide you
additional time to adequately educate yourself on the program in order to decide
if you wish to participate.

The offer to participate in the program now ends at 11:59 p.m. New York City
time on Tuesday November 19, 2002. All properly completed and signed election
forms (or a faxed copy) must be received at the location listed below by this
time.

Employees should return their election forms to:

Business Objects Americas 3030 Orchard Parkway San Jose, CA 95134.
Faxes may be sent to (408)894-6522 or (408) 894-6537
Attention:  Emily Cayas

If you have any questions regarding the program please feel free to contact
Jonathan Schoonmaker, Elisabeth Blinet or Stephane Massas for clarification.

Regards,
Bernard

THE TERMS AND CONDITIONS OF THE OFFER SET FORTH IN THE OFFER TO GRANT, OTHER
THAN THE DATE THE OFFER IS SCHEDULED TO EXPIRE, AS WELL AS THE EXPECTED
CANCELLATION DATE OF THE ELIGIBLE OPTIONS PROPERLY RENOUNCED IN THE OFFER AND
THE EXPECTED GRANT DATE OF THE NEW OPTIONS, HAVE NOT CHANGED AND REMAIN
APPLICABLE IN ALL RESPECTS TO THE OFFER. THIS EMAIL SHOULD BE READ IN
CONJUNCTION WITH THE OFFER TO GRANT DATED OCTOBER 11, 2002, THE RELATED EMAIL TO
ELIGIBLE EMPLOYEES, THE ELECTION FORM, THE NOTICE OF WITHDRAWAL (AS AMENDED) AND
THE INFORMATION POSTED ON THE EMBASSY WEBSITE, EACH OF WHICH WERE FILED WITH THE
U.S. SECURITIES AND EXCHANGE COMMISSION AND HAVE BEEN PREVIOUSLY PROVIDED TO
YOU. THESE DOCUMENTS CONTAIN IMPORTANT INFORMATION AND SHOULD BE READ CAREFULLY
IN THEIR ENTIRETY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER.

WE RESERVE THE RIGHT TO FURTHER EXTEND THE OFFER OR TO TERMINATE THE OFFER






IN OUR DISCRETION IN ACCORDANCE WITH THE TERM OF THE OFFER.

THIS EMAIL SUPPLEMENTS, AMENDS AND UPDATES THE INFORMATION CONTAINED IN THE
OFFER TO GRANT DATED OCTOBER 11, 2002, THE RELATED EMAIL TO ELIGIBLE EMPLOYEES,
THE ELECTION FORM AND THE NOTICE OF WITHDRAWAL, AS AMENDED NOVEMBER 4TH, 6TH AND
8TH, 2002 (WHICH TOGETHER AS THEY MAY BE FURTHER AMENDED AND SUPPLEMENTED FROM
TIME TO TIME CONSTITUTE THE "OFFER")