-----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, GTHvLjIHwrMtmfoLwcOdyUH0bYMIVLBS2ik4Svhe6uQ3DnXA70lSppXdLsS6SCiy 0P4Q0qG2mOeqZJP4/vVscA== 0000891618-03-006223.txt : 20031209 0000891618-03-006223.hdr.sgml : 20031209 20031209163824 ACCESSION NUMBER: 0000891618-03-006223 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031209 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BUSINESS OBJECTS SA CENTRAL INDEX KEY: 0000928753 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24720 FILM NUMBER: 031045173 BUSINESS ADDRESS: STREET 1: BUSINESS OBJECTS AMERICAS STREET 2: 1870 ZANKER RD CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089536024 MAIL ADDRESS: STREET 1: BUSINESS OBJECTS AMERICAS STREET 2: 2870 ZANKER RD CITY: SAN JOSE STATE: CA ZIP: 95134 8-K 1 f95087e8vk.htm FORM 8-K DATED 12/09/2003 Business Objects S.A. Form 8-K Dated 12/09/2003
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UNITED STATES
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

December 9, 2003

(Date of earliest event reported)

Business Objects S.A.

(Exact name of Registrant as specified in its charter)
         
Republic of France
(State of incorporation or organization)
  0-24720
(Commission File No.)
  98-0355777
(IRS Employer Identification No.)

157-159 Rue Anatole France, 92300 Levallois-Perret, France

(Address of principal executive offices)

(408) 953-6000

(Registrant’s telephone number, including area code)

N/A

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



 


Item 5. Other Events.
Item 7. Exhibits.
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 99.1


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Item 5. Other Events.

     On December 9, 2003, Business Objects S.A. (“Business Objects”) issued a press release announcing the final per share merger consideration to be paid to stockholders of Crystal Decisions, Inc. (“Crystal Decisions”) in connection with Business Objects’ previously announced proposed acquisition of Crystal Decisions. A copy of the related press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 7. Exhibits.

99.1      Press Release issued by Business Objects S.A. on December 9, 2003.

 


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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, Business Objects has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

             
    BUSINESS OBJECTS S.A.
             
    By: /s/ JAMES R. TOLONEN
       
   
       
    Name: James R. Tolonen
Title: Chief Financial Officer and Senior Group Vice President
       
             
Date: December 9, 2003            

 


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INDEX TO EXHIBITS

99.1      Press Release issued by Business Objects S.A. on December 9, 2003.

  EX-99.1 3 f95087exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE PRESS CONTACT: Tracy Eiler BUSINESS OBJECTS 408 953-6031 tracy.eiler@businessobjects.com INVESTOR CONTACTS: Don Markley BUSINESS OBJECTS 1 408 953 6054 don.markley@businessobjects.com Anne Guimard BUSINESS OBJECTS +33 1 41 25 39 19 anne.guimard@businessobjects.com BUSINESS OBJECTS ANNOUNCES PER SHARE CASH CONSIDERATION AND EXCHANGE RATIOS IN CONNECTION WITH ITS ACQUISITION OF CRYSTAL DECISIONS SAN JOSE, CALIF. AND PARIS, FRANCE - DECEMBER 9, 2003 - Business Objects (Nasdaq: BOBJ; Euronext Paris ISIN code FR0004026250) today announced the terms of the merger consideration to be paid in connection with its pending acquisition of Crystal Decisions. The closing of the acquisition is currently scheduled to take place on December 11, 2003, immediately following the meeting of Business Objects shareholders called to approve the transaction and related proposals. On July 18, 2003, Business Objects and Crystal Decisions announced a definitive agreement under which Business Objects will acquire Crystal Decisions for a combination of cash and Business Objects shares in amounts based on a predetermined formula. The exact amount of cash and number of Business Objects shares to be issued depend upon, among other things, the number of shares of Crystal Decisions stock and the number of Crystal Decisions stock options outstanding as of the closing, the aggregate cash proceeds received by Crystal Decisions from option exercises between July 18, 2003 and the closing, and the average closing prices for a Business Objects ADS on the Nasdaq National Market for the 10 trading days ending on the third trading day prior to the closing. Based on the formula set forth in the merger agreement, the cash consideration per share of Crystal Decisions common stock has been determined to be approximately $3.8090 and the common stock exchange ratio has been determined to be approximately 0.2885 of a Business Objects share for each share of Crystal Decisions common stock. Holders of outstanding Crystal Decisions stock options whose options are being assumed will receive options to purchase approximately 0.4021 Business Objects ADSs. The completion of the transaction remains subject to the approval of the Business Objects general shareholders' meeting which will be held on December 11, 2003, at 5:00 p.m., Paris time, at Coeur Defense, Amphitheatre Hermes, La Defense 4, 110 esplanade du General de Gaulle, 92053 Paris La Defense. If the closing is delayed, the merger consideration amounts may change. In such case, Business Objects will issue another press release with the new per share cash consideration and exchange ratios on the second business day prior to the new closing date. ADDITIONAL INFORMATION ABOUT THE PROPOSED ACQUISITION AND WHERE TO FIND IT On October 31, 2003, Business Objects filed a registration statement with the SEC containing Business Objects' and Crystal Decisions' definitive proxy statement/prospectus/information statement regarding the proposed acquisition of Crystal Decisions by Business Objects. Investors and security holders of Business Objects and Crystal Decisions are urged to read the definitive proxy statement/prospectus/information statement filed with the SEC on October 31, 2003 and any other relevant materials filed by Business Objects or Crystal Decisions with the SEC because they contain, or will contain, important information about Business Objects, Crystal Decisions and the proposed acquisition. The definitive proxy statement/prospectus/information statement has been mailed to the security holders of Business Objects and Crystal Decisions. The definitive proxy statement/prospectus/information statement and other relevant materials (when they become available), and any other documents filed by Business Objects or Crystal Decisions with the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Business Objects by contacting Business Objects Investor Relations, 3030 Orchard Parkway, San Jose, California, 95134, 408-953-6000. Investors and security holders may obtain free copies of the documents filed with the SEC by Crystal Decisions by contacting Crystal Decisions Investor Relations, 895 Emerson Street, Palo Alto, California, 94301, 800-877-2340. Investors and security holders of Business Objects are urged to read the definitive proxy statement/prospectus/information statement and the other relevant materials when they become available before making any voting decision with respect to the proposed acquisition. ABOUT BUSINESS OBJECTS Business Objects is the world's leading provider of enterprise business intelligence (BI) solutions. Business Objects enables organizations to track, understand, and manage enterprise performance. The company's solutions leverage the information that is stored in an array of corporate databases, enterprise resource planning (ERP), and customer relationship management (CRM) systems. Popular uses of BI include management dashboards and scorecards, enterprise performance management applications, customer intelligence applications, enterprise reporting, financial reporting, and both customer and partner extranets. These solutions enable companies to gain visibility into their business, acquire and retain profitable customers, reduce costs, optimize the supply chain, increase productivity and improve financial performance. Business Objects provides the industry's most integrated business intelligence suite, called BusinessObjects Enterprise 6. This suite includes the industry's best web query, reporting, and analysis; the most advanced and complete suite of analytic applications; and the best connectivity to packaged applications. Business Objects has more than 18,000 customers in over 80 countries. The company's stock is publicly traded under the ticker symbols NASDAQ: BOBJ and Euronext Paris (ISIN code FR0004026250 - BOB). It is included in the SBF 120 and IT CAC 50 French stock market indexes. Business Objects can be reached at 408-953-6000 and www.businessobjects.com. ABOUT CRYSTAL DECISIONS Crystal Decisions is a leading global provider of business intelligence software and services with more than 15 million licenses shipped. Since 1984, Crystal Decisions has powered winning organizations with one of the fastest ways for employees, partners and customers to access the information they need to make the best decisions and ultimately reduce costs and increase productivity. The Crystal brand is among the most trusted names in enterprise reporting and more than 360 Independent Software Vendors (ISVs) have standardized on Crystal Decisions' solutions. Headquartered in Palo Alto, Calif., Crystal Decisions has more than 30 offices worldwide and can be found on the Internet at www.crystaldecisions.com. BUSINESSOBJECTS is a trademark of Business Objects S.A. Other company and product names may be trademarks of the respective companies with which they are associated. -----END PRIVACY-ENHANCED MESSAGE-----