Prepared by R.R. Donnelley Financial -- Schedule 13D

-----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, GCnlRTdlF5NkPfUk+Ij/yOYgxSm6EauszTOBOWgjC6HP+GDP1YffpgUX3T6al+42 IeDs2MVkR6TmsBh5Sj2H6A== 0001193125-03-097211.txt : 20031219 0001193125-03-097211.hdr.sgml : 20031219 20031219141514 ACCESSION NUMBER: 0001193125-03-097211 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20031219 GROUP MEMBERS: AUGUST CAPITAL MANAGEMENT III, L.L.C. GROUP MEMBERS: CB CAYMAN GROUP MEMBERS: SILVER LAKE TECHNOLOGY INVESTORS CAYMAN, L.P. GROUP MEMBERS: TPG SAC ADVISORS III CORP. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEW SAC CENTRAL INDEX KEY: 0001130817 IRS NUMBER: 980232217 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O MAPLES & CALDER STREET 2: P.O. BOX 309GT, UGLAND HOUSE, S. CHURCH CITY: GEORGETOWN STATE: E9 ZIP: 00000 BUSINESS PHONE: 8314386550 SUBJECT COMPANY: 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-47622 FILM NUMBER: 031064669 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 SC 13D 1 dsc13d.htm SCHEDULE 13D Prepared by R.R. Donnelley Financial -- Schedule 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under The Securities Exchange Act of 1934

BUSINESS OBJECTS S.A.

(Name of Issuer)

American depositary shares, each representing one ordinary share

(Title of Class of Securities)

12328X107

(CUSIP Number)

William L. Hudson

New SAC

c/o Seagate Technology

920 Disc Drive

Scotts Valley, CA 95066

(831) 438-6550

and

Alan Austin

c/o Silver Lake Partners, L.P.

2725 Sand Hill Road, Suite 150

Menlo Park, CA 94133

(650) 233-8120

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 11, 2003

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1.	Name of Reporting Person: New SAC I.R.S. Identification Nos. of above person (entities only): Not applicable

2.	Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x

3.	SEC Use Only

4.	Source of Funds*: OO

5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization: Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

20,555,463

8. Shared Voting Power

1,081,866

9. Sole Dispositive Power

20,555,463

10. Shared Dispositive Power

1,081,866

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 21,637,329

12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨

13.	Percent of Class Represented by Amount in Row (11): 22.8%

14.	Type of Reporting Person CO

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1.	Name of Reporting Person: CB Cayman I.R.S. Identification Nos. of above person (entities only): Not applicable

2.	Check the Appropriate Box if a Member of a Group* (a) ¨ (b) x

3.	SEC Use Only

4.	Source of Funds*: OO

5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization: Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

1,081,866

8. Shared Voting Power

-0-

9. Sole Dispositive Power

1,081,866

10. Shared Dispositive Power

-0-

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,081,866

12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨

13.	Percent of Class Represented by Amount in Row (11): 1.1%

14.	Type of Reporting Person CO

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1.	Name or Reporting Person: Silver Lake Technology Investors Cayman, L.P., Silver Lake Investors Cayman, L.P., Silver Lake Partners Cayman, L.P. and Silver Lake (Offshore) AIV GP Ltd. (the “SLP Affiliates”) I.R.S. Identification Nos. of above person (Entities Only): Not applicable

2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x

3.	SEC Use Only

4.	Source Of Funds*: OO

5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization: Delaware

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

-0-

8. Shared Voting Power

21,637,329 (1)

9. Sole Dispositive Power

-0-

10. Shared Dispositive Power

21,637,329 (1)

11.	Aggregate Amount Beneficially Owned By Each Reporting Person 21,637,329 (1)

12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨

13.	Percent of Class Represented by Amount in Row (11): 22.8%

14.	Type of Reporting Person CO, PN

(1) All shares held by New SAC or CB Cayman. As stockholders of approximately 31.80% of the outstanding ordinary shares of New SAC as of December 9, 2003, the SLP Affiliates may be deemed to share voting and/or dispositive power over shares held by New SAC and CB Cayman. However, each of the SLP Affiliates disclaims beneficial ownership of such shares. The sole general partner of each of Silver Lake Partners Cayman, L.P. and Silver Lake Investors Cayman, L.P. is Silver Lake Technology Associates Cayman, L.P. The sole general partner of each of Silver Lake Technology Associates Cayman, L.P. and Silver Lake Technology Investors Cayman, L.P. is Silver Lake (Offshore) AIV GP Ltd. The shareholders of Silver Lake (Offshore) AIV GP Ltd. are James A. Davidson, Glenn H. Hutchins, David J. Roux, Edward J. Zander, Alan Austin and Integral Capital Partners SLP LLC. Each of the persons and entities identified above disclaims beneficial ownership of shares held by New SAC and CB Cayman except to the extent of any pecuniary interest therein.

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1.	Name or Reporting Person: TPG SAC Advisors III Corp. I.R.S. Identification Nos. of above person (Entities Only): Not applicable

2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x

3.	SEC Use Only

4.	Source Of Funds*: OO

5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization: Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

-0-

8. Shared Voting Power

21,637,329 (1)

9. Sole Dispositive Power

-0-

10. Shared Dispositive Power

21,637,329 (1)

11.	Aggregate Amount Beneficially Owned By Each Reporting Person 21,637,329 (1)

12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨

13.	Percent of Class Represented by Amount in Row (11): 22.8%

14.	Type of Reporting Person CO

(1) All shares held by New SAC or CB Cayman. TPG SAC Advisors III Corp. is the general partner of TPG SAC GenPar III, L.P., which is the general partner of SAC Investments, L.P., which owns approximately 22.08% of the outstanding ordinary shares of New SAC as of December 9, 2003. TPG SAC Advisors III Corp. disclaims beneficial ownership of such shares. The shareholders of TPG SAC Advisors III Corp. are David Bonderman, James G. Coulter, William S. Price, III, Justin Chang and John Marren. The shareholders of TPG SAC Advisors III Corp. may be deemed to share voting and/or dispositive power with respect to 21,637,329 shares of Issuer held by New SAC and CB Cayman. However, each of the shareholders of TPG SAC Advisors III Corp. disclaims beneficial ownership of such shares.

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1.	Name or Reporting Person: August Capital III, L.P., August Capital III Founders Fund, L.P., August Capital Strategic Partners III, L.P., August Capital Associates III, L.P. and August Capital Management III, L.L.C. (collectively, the “August Entities:), and David F. Marquardt, John R. Johnston and Andrew S. Rappaport (collectively, the “August Individuals”). I.R.S. Identification Nos. of above person (Entities Only): Not applicable

2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) x

3.	SEC Use Only

4.	Source Of Funds*: OO

5.	Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨

6.	Citizenship or Place of Organization: Delaware as to August Entities; U.S. Citizens as to August Individuals

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

7. Sole Voting Power

-0-

8. Shared Voting Power

21,637,329 (1)

9. Sole Dispositive Power

-0-

10. Shared Dispositive Power

21,637,329 (1)

11.	Aggregate Amount Beneficially Owned By Each Reporting Person 21,637,329 (1)

12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares*	¨

13.	Percent of Class Represented by Amount in Row (11): 22.8%

14.	Type of Reporting Person PN, OO, IN

(1) All shares held by New SAC or CB Cayman. As stockholders of approximately 11.39% of the outstanding ordinary shares of New SAC as of December 9, 2003, and/or control persons of such stockholders, the August Entities and August Individuals may be deemed to share voting and/or dispositive power over shares held by New SAC and CB Cayman. However, the August Entities and August Individuals disclaim beneficial ownership of such shares except to the extent of their pecuniary interest therein.

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Item 1

Security and Issuer.

This statement on Schedule 13D (the “Schedule 13D”) relates to American depositary shares, each representing one ordinary share, nominal value EUR 0.10 per share of Business Objects S.A., a société anonyme organized under the laws of the Republic of France (the “Issuer”) (such shares, whether in the form of ordinary shares or American depositary shares, “Business Objects Shares”). The principal executive offices of the Issuer are located at 3030 Orchard Parkway, San Jose, California 95134.

Item 2

Identity and Background.

This Schedule 13D is being filed by (i) New SAC, (ii) CB Cayman, (iii) Silver Lake Technology Investors Cayman, L.P., Silver Lake Investors Cayman, L.P., Silver Lake Partners Cayman L.P. and Silver Lake (Offshore) AIV GP Ltd. (collectively, the “SLP Affiliates”), (iv) TPG SAC Advisors III Corp. (“TPG”) and (v) August Capital III, L.P., August Capital III Founders Fund, L.P., August Capital Strategic Partners III, L.P., August Capital Associates III, L.P. and August Capital Management III, L.L.C. (collectively, the “August Entities”), and David F. Marquardt, John R. Johnston and Andrew S. Rappaport (collectively, the “August Individuals” and together with New SAC, CB Cayman, the SLP Affiliates, TPG, the August Entities and the August Individuals, the “Reporting Persons”).

Each of New SAC and CB Cayman is an exempted company incorporated with limited liability under the laws of the Cayman Islands whose principal business is investing in securities and whose principal office is c/o M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands. CB Cayman is a wholly-owned subsidiary of New SAC. Set forth on Schedule A hereto is the (i) name, (ii) business address, (iii) present principal occupation or employment and (iv) citizenship of each of the executive officers and directors of New SAC and CB Cayman.

Each of Silver Lake Technology Investors Cayman, L.P., Silver Lake Investors Cayman, L.P. and Silver Lake Partners Cayman L.P. is an exempted limited partnership under the laws of the Cayman Islands. Silver Lake (Offshore) AIV GP Ltd. is an exempted limited company under the laws of the Cayman Islands. The sole general partner of each of Silver Lake Partners Cayman, L.P. and Silver Lake Investors Cayman, L.P. is Silver Lake Technology Associates Cayman, L.P., an exempted limited partnership under the laws of the Cayman Islands. The sole general partner of each of Silver Lake Technology Associates Cayman, L.P. and Silver Lake Technology Investors Cayman, L.P. is Silver Lake (Offshore) AIV GP Ltd. The shareholders of Silver Lake (Offshore) AIV GP Ltd. are James A. Davidson, Glenn H. Hutchins, David J. Roux, Edward J. Zander, Alan Austin and Integral Capital Partners SLP LLC, a Delaware limited liability company. Each of the SLP Affiliates and Silver Lake Technology Associates Cayman, L.P. has the principal business of investing in securities and a principal office of 2725 Sand Hill Road, Suite 150, Menlo Park, California 94025. Set forth on Schedule B hereto is the (i) name, (ii) business address, (iii) principal occupation or employment and (iv) citizenship of each of the executive officers and directors of Silver Lake (Offshore) AIV GP Ltd. As of December 9, 2003, the SLP Affiliates are stockholders of approximately 31.8% of the outstanding ordinary shares of New SAC.

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TPG is an exempted company incorporated with limited liability under the laws of the Cayman Islands whose principal office is c/o Texas Pacific Group, 301 Commerce Street, Suite 3300, Fort Worth, TX 76102. The shareholders of TPG are David Bonderman, James G. Coulter, William S. Price, III, Justin Chang and John Marren. Set forth on Schedule C hereto is the (i) name, (ii) business address, (iii) present principal occupation or employment and (iv) citizenship of each of the executive officers and directors of TPG. TPG is the general partner of TPG SAC GenPar III, L.P. (“TPG GenPar”), which is the general partner of SAC Investments, L.P. (“SAC Investments”), which owns approximately 22.08% of the outstanding ordinary shares of New SAC as of December 9, 2003. The principal business of TPG is to serve as the general partner of TPG GenPar, which is a Cayman Islands exempted limited partnership whose principal business is to serve as the general partners of SAC Investments. SAC Investments is a Cayman Islands exempted limited partnership engaged in making investments in securities of public and private corporations.

Each of August Capital III, L.P., August Capital III Founders Fund, L.P., August Capital Strategic Partners III, L.P. and August Capital Associates III, L.P. is a Delaware limited partnership and August Capital Management III, L.L.C. is a Delaware limited liability company. The general partner of August Capital III, L.P., August Capital III Founders Fund, L.P., August Capital Strategic Partners III, L.P. and August Capital Associates III, L.P. is August Capital Management III, L.L.C. (the “General Partner”). Each of the August Entities has a principal business of investing in securities and a principal office at 2480 Sand Hill Road, Suite 101, Menlo Park, California 94025. Set forth on Schedule D hereto is the (i) name, (ii) business address, (iii) present principal occupation or employment and (iv) citizenship of each of the investment members of the General Partner. Each of the August Individuals is a U.S. citizen with a principal business address at c/o August Capital III, L.P., 2480 Sand Hill Road, Suite 101, Menlo Park, California 94025. The principal occupations of the August Individuals are specified in Schedule D hereto. The August Entities and August Individuals are stockholders of approximately 11.39% of the outstanding ordinary shares of New SAC as of December 9, 2003 and/or control persons of such stockholders.

During the past five years none of the Reporting Persons and, to the best of their knowledge, none of the other entities or persons identified in the previous paragraphs of this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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Item 3

Source and Amount of Funds or Other Consideration.

Pursuant to the terms of an Agreement and Plan of Merger, dated as of July 18, 2003, as amended (a copy of which agreement and amendment are included as Exhibits 3 and 4 hereto) (the “Merger Agreement”), the Issuer agreed to acquire Seagate Software (Cayman) Holdings Corporation (“SSCH”) and its subsidiary, Crystal Decisions, Inc. (“Crystal”). Subsidiaries of the Issuer were merged with and into SSCH (the “SSCH Merger”) and Crystal (the “Crystal Merger”) on December 11, 2003. New SAC and CB Cayman were the holders of all the outstanding shares of common stock of SSCH at the time of the SSCH Merger, and as consideration for such shares of SSCH common stock, New SAC received 20,555,463 Business Objects Shares and CB Cayman received 1,081,866 Business Object Shares.

References to and descriptions of the Merger Agreement set forth in above in this Item 3 are not intended to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement.

Item 4

Purpose of Transaction.

The response to Items 3 and 6 of this Schedule 13D are incorporated herein by reference.

As described in Item 3 above, New SAC and CB Cayman acquired 21,637,329 Business Objects Shares in the SSCH Merger connection with the acquisition of SSCH by Business Objects.

The Reporting Persons may dispose of some or all of their interest in the securities of Issuer held by them in the open market, in privately negotiated transactions with third parties, through a public offering upon exercise of the registration rights outlined in Item 6 of this Schedule 13D, or otherwise, depending on market conditions and other factors.

New SAC and CB Cayman have entered into an Amended and Restated Stockholders Agreement, dated as of October 15, 2003 (a copy of which is included as Exhibit 5 hereto) (the “Issuer Stockholder Agreement”) with the Issuer and certain shareholders of New SAC and CB Cayman which contains certain limitations on the ability of New SAC, CB Cayman and such New SAC shareholders to dispose of the Business Objects Shares received by New SAC and CB Cayman in the SSCH Merger or to acquire additional Business Objects Shares. The terms of the Issuer Stockholder Agreement are described in more detail in Item 6 below.

Although the foregoing represents the range of activities that may be taken by the Reporting Persons with respect to the Issuer, the possible activities are subject to change at any time. All such activities would be performed in compliance with all applicable laws and regulations.

Except as set forth above, none of the Reporting Persons and, to the best knowledge of the Reporting Persons, none of the other entities or persons identified in Item 2 hereof, has any current plans or proposals which relate to or would result in any actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although they reserve the right to develop such plans in the future.

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References to and descriptions of the Issuer Stockholder Agreement set forth in above in this Item 4 are not intended to be complete and are qualified in their entirety by reference to the full text of the Issuer Stockholder Agreement.

Item 5

Interest in Securities of the Issuer.

The response to Items 2, 3, 4 and 6 of this Schedule 13D is hereby incorporated herein by reference.

(a)—(b) The responses of the Reporting Persons to Rows (7) through (13) of the cover page of this Schedule 13D are incorporated herein by reference with respect to the number and percentage of Business Objects Shares to which such Reporting Person and the other entities or persons identified in Item 2 may be deemed to have shared or sole voting or dispositive power or to beneficially own. By virtue of the relationships described in Item 2, each of the Reporting Persons and the other entities or persons identified in Item 2 may be deemed to share indirect beneficial ownership of the Business Objects Shares directly owned by New SAC and CB Cayman, but each Reporting Person (other than New SAC and CB Cayman) and each other entity or person identified in Item 2 hereof hereby disclaims any such beneficial ownership.

As of the date hereof, New SAC beneficially owned in the aggregate 21,637,329 Business Objects Shares, representing approximately 22.8% of the outstanding Business Objects Shares, including 1,081,866 Business Objects shares held directly by New SAC’s wholly-owned subsidiary, CB Cayman, which represent 1.1% of the outstanding Business Objects Shares.

All percentages set forth on the cover page of this Schedule 13D and in this Item 5 are calculated based upon information provided to the Reporting Persons by the Issuer that as of December 11, 2003 there were 94,847,258 Business Objects Shares outstanding.

(c) Except as set forth in Item 3 or this Item 5, none of the Reporting Persons and, to the best knowledge of the Reporting Persons, without independent verification, none of the other persons identified in Item 2 hereof has effected any transaction during the past 60 days in any Business Objects Shares. Mr. Roux, who is identified in Item 2 as a shareholder of Silver Lake (Offshore) AIV GP Ltd., and Mr. Chang, who is identified in Item 2 as a shareholder of TPG, each held shares of Crystal common stock at the time of the Crystal Merger which were converted into Business Objects Shares. As a result, each of Mr. Roux and Mr. Chang acquired 20,194 Business Objects Shares in the Crystal Merger. The Issuer’s shareholders have also approved, as of December 11, 2003, the future grant by the Issuer’s board of directors to Mr. Roux of warrants to purchase up to 15,000 Business Objects Shares in connection with Mr. Roux’s appointment to the Issuer’s board of directors after the Crystal Merger.

(d) No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Business Objects Shares beneficially owned by the Reporting Persons.

(e) Not applicable.

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Item 6

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The responses to Items 3, 4 and 5 of this Schedule 13D are incorporated herein by reference.

In connection with the SSCH Merger, New SAC and CB Cayman and certain of New SAC’s shareholders (collectively, the “Shareholders”) entered into the Issuer Stockholder Agreement, under which the Shareholders agreed to be subject to certain standstill restrictions and transfer restrictions with respect to the Business Objects Shares received by New SAC and CB Cayman under the Merger Agreement, and were granted certain registration rights by the Issuer with respect to such Business Objects Shares as well as certain board representation rights, in each case as further described below.

Under the terms of the standstill restrictions applicable to the Shareholders under the Issuer Stockholder Agreement, until such time as the Shareholders collectively beneficially own less than 10% of the outstanding Business Objects Shares, subject to certain exceptions, the Shareholders agree that they will not take certain actions including, among others, acquiring, directly or indirectly, any voting stock of the Issuer, soliciting proxies from shareholders of the Issuer, calling a shareholder meeting, initiating certain proposals or depositing shares in a voting trust.

The transfer restrictions under the Issuer Stockholder Agreement, subject to certain exceptions, prohibit transfers by New SAC and CB Cayman of the Business Objects Shares received by them pursuant to the Merger Agreement prior to March 11, 2004. Thereafter, transfers of such shares by the Shareholders remain subject to certain volume limitations until March 11, 2005, and to certain other specified restrictions on manner of sale thereafter.

The Issuer Stockholder Agreement grants the Shareholders certain rights, which expire on December 11, 2014, to register the Business Objects Shares received by New SAC and CB Cayman under the Merger Agreement. Subject to certain limitations and minimum offering size requirements, certain of the Shareholders may require that the Issuer file a registration statement to register their Registrable Securities (as defined in the Issuer Stockholder Agreement) for public resale, including an unlimited number of registrations on Form S-3. If the Issuer files a registration statement to register Business Objects Shares on its own behalf in connection with the public offering of such securities for cash, the Shareholders may also request, subject to certain limitations, that their Registrable Securities be included in such registration. In connection with any registration statement filed pursuant to the Issuer Stockholder Agreement, the Issuer and the holders of Registrable Securities have agreed to indemnify each other against certain liabilities, including under the Securities Act of 1933, as amended.

The Issuer Stockholder Agreement also entitles New SAC to nominate a director of the Issuer so long as the Shareholders own at least 10% of the outstanding Business Objects Shares. New SAC has exercised this right by nominating Mr. Roux to Issuer’s board.

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The Shareholders have also entered into an Amended and Restated Stockholders Agreement dated as of October 15, 2003 (a copy of which is included as Exhibit 6 hereto) (the “New SAC Shareholder Agreement”) containing certain other agreements among the Shareholders with respect to transfers by New SAC and CB Cayman of the Business Objects Shares received by them in the SSCH Merger.

References to and descriptions of the Issuer Shareholder Agreement and the New SAC Shareholder Agreement as set forth above in this Item 6 are not intended to be complete and are qualified in their entirety by reference to the full text of such agreements.

Except as set forth in this Schedule 13D, neither the Reporting Persons nor, to the best knowledge of the Reporting Persons, any other entity or person identified in Item 2 or any of the persons listed on Schedules A, B, C or D is a party to any contract, arrangement, understanding or relationship with respect to any securities of the Issuer.

Item 7

Material to be Filed as Exhibits


Exhibit 1		Agreement of Joint Filing (filed herewith).

Exhibit 2		Reference to Mark G. Wilson as Attorney-in-Fact (filed herewith).

Exhibit 3		Agreement and Plan of Merger, dated as of July 18, 2003, by and among the Issuer, Borg Merger Sub I, Inc., Borg Merger Sub II, Inc., Borg Merger Sub III, Inc., SSCH and Crystal (incorporated by reference from Exhibit 2.1 of the Current Report on Form 8-K, filed by the Issuer on July 25, 2003, File No. 000-24720).

Exhibit 4		First Amendment to Agreement and Plan of Merger, dated as of August 29, 2003, by and among the Issuer, Borg Merger Sub I, Inc., Business Objects Americas, Inc. (as assignee of Borg Merger Sub II, Inc.), Borg Merger Sub III, Inc., SSCH and Crystal (incorporated by reference from Exhibit 2.2 of the Current Report on Form 8-K, filed by the Issuer on September 5, 2003, File No. 000-24720).

Exhibit 5		Amended and Restated Stockholders Agreement, dated as of October 15, 2003, by and among the Issuer, New SAC, CB Cayman and certain shareholders of New SAC (incorporated by reference from Exhibit 2.1 of the Current Report on Form 8-K, filed by the Issuer on October 17, 2003, File No. 000-24720).

Exhibit 6		Amended and Restated Stockholders Agreement, dated as of October 15, 2003, by and among the New SAC, CB Cayman and certain shareholders of New SAC (filed herewith).

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: December 19, 2003

NEW SAC

By:		/S/ WILLIAM L. HUDSON

Name:		William L. Hudson
Title:		Executive Vice President, General Counsel & Corporate Secretary

CB CAYMAN

By:		/S/ WILLIAM L. HUDSON

Name:		William L. Hudson
Title:		Executive Vice President, General Counsel & Corporate Secretary

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SILVER LAKE TECHNOLOGY INVESTORS CAYMAN, L.P.

By: Silver Lake (Offshore) AIV GP Ltd., its general partner

By:		/s/ ALAN AUSTIN

Name:		Alan Austin
Title:		Director

SILVER LAKE INVESTORS CAYMAN, L.P.

By: Silver Lake Technology Associates Cayman, L.P., its general partner

By: Silver Lake (Offshore) AIV GP Ltd., its general partner

By:		/s/ ALAN AUSTIN

Name:		Alan Austin
Title:		Director

SILVER LAKE PARTNERS CAYMAN, L.P.

By: Silver Lake Technology Associates Cayman, L.P., its general partner

By: Silver Lake (Offshore) AIV GP Ltd., its general partner

By:		/s/ ALAN AUSTIN

Name:		Alan Austin
Title:		Director

SILVER LAKE (OFFSHORE) AIV GP LTD.

By:		/s/ ALAN AUSTIN

Name:		Alan Austin
Title:		Director

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		TPG SAC ADVISORS III CORP.

		By:	/S/ RICHARD A. EKLEBERRY

		Name:	Richard A. Ekleberry
		Title:	Vice President

August Entities:
	August Capital III, L.P. August Capital Strategic Partners III, L.P. August Capital Management III, L.L.C. August Capital Associates III, L.P.

		By:	/S/ MARK G. WILSON

		Mark G. Wilson, Attorney-in-Fact for the above listed entities

August Individuals:
	John R. Johnston David F. Marquardt Andrew S. Rappaport

		By:	/S/ MARK G. WILSON

		Mark G. Wilson, Attorney-in-Fact for the above listed individuals

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Schedule A

Directors and Executive Officers of New SAC and CB Cayman

Name	Business Address	Office Held	Principal Occupation
Stephen J. Luczo	c/o M&C Corporate Services Limited P.O. Box 309GT, Ugland House South Church Street George Town, Grand Cayman Cayman Islands	CEO and Director	Chief Executive Officer of Seagate Technology

William D. Watkins	c/o M&C Corporate Services Limited P.O. Box 309GT, Ugland House South Church Street George Town, Grand Cayman Cayman Islands	President, Chief Operating Officer and Director	President, Chief Operating Officer and Director of Seagate Technology

William L. Hudson	c/o M&C Corporate Services Limited P.O. Box 309GT, Ugland House South Church Street George Town, Grand Cayman Cayman Islands	Executive Vice President, General Counsel and Corporate Secretary	Executive Vice President, General Counsel and Corporate Secretary of Seagate Technology

Charles C. Pope	c/o M&C Corporate Services Limited P.O. Box 309GT, Ugland House South Church Street George Town, Grand Cayman Cayman Islands	Executive Vice President, Finance and Chief Financial Officer	Executive Vice President, Finance and Chief Financial Officer of Seagate Technology

Jeremy Tennenbaum	c/o M&C Corporate Services Limited P.O. Box 309GT, Ugland House South Church Street George Town, Grand Cayman Cayman Islands	Executive Vice President, Business Development and Strategic Planning	Executive Vice President, Business Development and Strategic Planning of Seagate Technology

Donald L. Waite	c/o M&C Corporate Services Limited P.O. Box 309GT, Ugland House South Church Street George Town, Grand Cayman Cayman Islands	Executive Vice President and Chief Administrative Officer	Executive Vice President and Chief Administrative Officer of Seagate Technology

Stephen P. Sedler	c/o M&C Corporate Services Limited P.O. Box 309GT, Ugland House South Church Street George Town, Grand Cayman Cayman Islands	Vice President, Taxes and International Trade Administration and Assistant Secretary	Vice President, Taxes and International Trade Administration and Assistant Secretary of Seagate Technology

Glen A. Peterson	c/o M&C Corporate Services Limited P.O. Box 309GT, Ugland House South Church Street George Town, Grand Cayman Cayman Islands	Vice President, Corporate Finance and Treasurer	Vice President, Corporate Finance and Treasurer of Seagate Technology

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Name	Business Address	Office Held	Principal Occupation
Walter Chang	c/o M&C Corporate Services Limited P.O. Box 309GT, Ugland House South Church Street George Town, Grand Cayman Cayman Islands	Assistant Treasurer	Assistant Treasurer of Seagate Technology

David Bonderman	c/o Texas Pacific Group 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102	Director	Director and President of TPG SAC Advisors III Corp. and its affiliates

James G. Coulter	c/o Texas Pacific Group 345 California Street, Suite 3300 San Francisco, California 94104	Director	Director and Executive Vice President of TPG SAC Advisors III Corp. and its affiliates

James A. Davidson	c/o Silver Lake Partners 2725 Sand Hill Road, Suite 150 Menlo Park, California 94025	Director	Managing Director of Silver Lake Partners, L.P. and its affiliates

Glenn H. Hutchins	c/o Silver Lake Partners 320 Park Avenue, 33^rd Floor New York, New York 10022	Director	Managing Director of Silver Lake Partners, L.P. and its affiliates

David F. Marquardt	c/o August Capital Partners 2480 Sand Hill Road, Suite 101 Menlo Park, California 94025	Director	Managing Member of August Capital Management III, L.L.C. and its affiliates

David J. Roux	c/o Silver Lake Partners 2725 Sand Hill Road, Suite 150 Menlo Park, California 94025	Chairman of the Board of Directors	Managing Director of Silver Lake Partners, L.P. and its affiliates

Each person listed above is a citizen of the United States of America.

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Schedule B

Directors and Executive Officers of Silver Lake (Offshore) AIV GP Ltd.

Name	Business Address	Office Held	Principal Occupation or Employment
Alan Austin	c/o Silver Lake Partners 2725 Sand Hill Road, Suite 150 Menlo Park, California 94025	Director	Managing Director of Silver Lake Partners, L.P. and its affiliates

James A. Davidson	c/o Silver Lake Partners 2725 Sand Hill Road, Suite 150 Menlo Park, California 94025	Director	Managing Director of Silver Lake Partners, L.P. and its affiliates

Glenn H. Hutchins	c/o Silver Lake Partners 320 Park Avenue, 33^rd Floor New York, New York 10022	Director	Managing Director of Silver Lake Partners, L.P. and its affiliates

David J. Roux	c/o Silver Lake Partners 2725 Sand Hill Road, Suite 150 Menlo Park, California 94025	Director	Managing Director of Silver Lake Partners, L.P. and its affiliates

Ed Zander	c/o Silver Lake Partners 2725 Sand Hill Road, Suite 150 Menlo Park, California 94025	Director	Managing Director of Silver Lake Partners, L.P. and its affiliates

Roger McNamee as designee of Integral Capital Partners SLP LLC	c/o Silver Lake Partners 2725 Sand Hill Road, Suite 150 Menlo Park, California 94025	Director	Managing Director of Silver Lake Partners, L.P. and its affiliates

Kenneth Hao	c/o Silver Lake Partners 2725 Sand Hill Road, Suite 150 Menlo Park, California 94025	Director	Managing Director of Silver Lake Partners, L.P. and its affiliates

Hollie Moore	c/o Silver Lake Partners 320 Park Avenue, 33^rdFloor New York, New York 10022	Director	Director of Silver Lake Partners, L.P. and its affiliates

Each person listed above is a citizen of the United States of America.

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Schedule C

Directors and Executive Officers of TPG SAC Advisors III Corp.

Name	Business Address	Office Held and Principal Occupation or Employment
David Bonderman	c/o Texas Pacific Group 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102	Director and President

James G. Coulter	c/o Texas Pacific Group 345 California Street, Suite 3300 San Francisco, California 94104	Director and Executive Vice President

William S. Price	c/o Texas Pacific Group 345 California Street, Suite 3300 San Francisco, California 94104	Director and Executive Vice President

Justin Chang	c/o Texas Pacific Group 345 California Street, Suite 3300 San Francisco, California 94104	Director and Vice President

James O’Brien	c/o Texas Pacific Group 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102	Vice President and Treasurer

Richard A. Ekleberry	c/o Texas Pacific Group 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102	Vice President and Secretary

Eugene Frantz	c/o Texas Pacific Group 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102	Vice President

Jonathan Levinson	c/o Texas Pacific Group 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102	Vice President

Linda Rogenski	c/o Texas Pacific Group 301 Commerce Street, Suite 3300 Fort Worth, Texas 76102	Assistant Secretary

Each person listed above is a citizen of the United States of America.

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Schedule D

Members of August Capital III, L.L.C.

Name	Business Address	Office Held and Principal Occupation or Employment
John R. Johnston	2480 Sand Hill Road, Suite 101 Menlo Park, CA 94025	Investment Member

Andrew S. Rappaport	2480 Sand Hill Road, Suite 101 Menlo Park, CA 94025	Investment Member

David F. Marquardt	2480 Sand Hill Road, Suite 101 Menlo Park, CA 94025	Investment Member

Each person listed above is a citizen of the United States of America.

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EXHIBIT INDEX


Exhibit 1		Agreement of Joint Filing (filed herewith).

Exhibit 2		Reference to Mark G. Wilson as Attorney-in-Fact (filed herewith).

Exhibit 3		Agreement and Plan of Merger, dated as of July 18, 2003, by and among the Issuer, Borg Merger Sub I, Inc., Borg Merger Sub II, Inc., Borg Merger Sub III, Inc., SSCH and Crystal (incorporated by reference from Exhibit 2.1 of the Current Report on Form 8-K, filed by the Issuer on July 25, 2003, File No. 000-24720).

Exhibit 4		First Amendment to Agreement and Plan of Merger, dated as of August 29, 2003, by and among the Issuer, Borg Merger Sub I, Inc., Business Objects Americas, Inc. (as assignee of Borg Merger Sub II, Inc.), Borg Merger Sub III, Inc., SSCH and Crystal (incorporated by reference from Exhibit 2.2 of the Current Report on Form 8-K, filed by the Issuer on September 5, 2003, File No. 000-24720).

Exhibit 5		Amended and Restated Stockholders Agreement, dated as of October 15, 2003, by and among the Issuer, New SAC, CB Cayman and certain shareholders of New SAC (incorporated by reference from Exhibit 2.1 of the Current Report on Form 8-K, filed by the Issuer on October 17, 2003, File No. 000-24720).

Exhibit 6		Amended and Restated Stockholders Agreement, dated as of October 15, 2003, by and among the New SAC, CB Cayman and certain shareholders of New SAC (filed herewith).

EX-99.1 3 dex991.htm AGREEMENT OF JOINT FILING Prepared by R.R. Donnelley Financial -- Agreement of Joint Filing

EXHIBIT 1

Agreement of Joint Filing

The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the ordinary shares of Business Objects S.A. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.

Dated: December 19, 2003

NEW SAC

By:		/s/ William L. Hudson

Name:		William L. Hudson
Title:		Executive Vice President, General Counsel & Corporate Secretary

CB CAYMAN

By:		/s/ William L. Hudson

Name:		William L. Hudson
Title:		Executive Vice President, General Counsel & Corporate Secretary

SILVER LAKE TECHNOLOGY INVESTORS CAYMAN, L.P.

By: Silver Lake (Offshore) AIV GP Ltd., its general partner

By:		/s/ ALAN AUSTIN

Name:		Alan Austin
Title:		Director

SILVER LAKE INVESTORS CAYMAN, L.P.

By: Silver Lake Technology Associates Cayman, L.P., its general partner

By: Silver Lake (Offshore) AIV GP Ltd., its general partner

By:		/s/ ALAN AUSTIN

Name:		Alan Austin
Title:		Director

SILVER LAKE PARTNERS CAYMAN, L.P.

By: Silver Lake Technology Associates Cayman, L.P., its general partner

By: Silver Lake (Offshore) AIV GP Ltd., its general partner

By:		/s/ ALAN AUSTIN

Name:		Alan Austin
Title:		Director

SILVER LAKE (OFFSHORE) AIV GP LTD.

By:		/s/ ALAN AUSTIN

Name:		Alan Austin
Title:		Director

		TPG SAC ADVISORS III CORP.

		By:	/s/ Richard A. Ekleberry

		Name:	Richard A. Ekleberry
		Title:	Vice President

August Entities:
	August Capital III, L.P. August Capital Strategic Partners III, L.P. August Capital Management III, L.L.C. August Capital Associates III, L.P.

		By:	/s/ Mark G. Wilson

		Mark G. Wilson, Attorney-in-Fact for the above listed entities

August Individuals:
	John R. Johnston David F. Marquardt Andrew S. Rappaport

		By:	/s/ Mark G. Wilson

		Mark G. Wilson, Attorney-in-Fact for the above listed individuals

EX-99.2 4 dex992.htm REFERENCE TO MARK G. WILSON AS ATTORNEY-IN-FACT Prepared by R.R. Donnelley Financial -- Reference to Mark G. Wilson as Attorney-in-Fact

EXHIBIT 2

Reference to Mark G. Wilson as Attorney-in-Fact

Mark G. Wilson has signed on behalf of the August Entities and the August Individuals as Attorney-in-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate agencies.

EX-99.6 5 dex996.htm AMENDED AND RESTATED STOCKHOLDERS AGREEMENT Prepared by R.R. Donnelley Financial -- Amended and Restated Stockholders Agreement

EXHIBIT 6

AMENDED AND RESTATED STOCKHOLDERS AGREEMENT

This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of October 15, 2003 (this “Agreement”), is entered into among New SAC (the “Majority Stockholder”), CB Cayman (the “Minority Stockholder”), Silver Lake Technology Investors Cayman, L.P., Silver Lake Investors Cayman, L.P., Silver Lake Partners Cayman, L.P., (collectively, “Silver Lake”), SAC Investments, L.P. (“TPG”), August Capital III, L.P. (“August”), J.P. Morgan Partners (BHCA), L.P. (“J.P. Morgan”), GS Capital Partners III, L.P., GS Capital Partners III Offshore, L.P., Goldman, Sachs & Co. Verwaltungs GmbH, Stone Street Fund 2000 L.P., Bridge Street Special Opportunities Fund 2000, L.P. (collectively, “GS”), Staenberg Venture Partners II, L.P., Staenberg Seagate Partners, LLC (collectively, “Staenberg”), Integral Capital Partners V, L.P., Integral Capital Partners V Side Fund, L.P. (collectively, “Integral”). Each of the entities listed above are sometimes referred to individually as a “Stockholder” and together as the “Stockholders.”

RECITALS

WHEREAS, Business Objects S.A., a societe anonyme under the laws of the Republic of France (the “Company”), Borg Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company, Borg Merger Sub II, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company, Borg Merger Sub III, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company, Seagate Software (Cayman) Holdings, an exempted company incorporated in the Cayman Islands with limited liability, and Crystal Decisions, Inc., a Delaware corporation, have entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 18, 2003;

WHEREAS, concurrently herewith, the Company and the parties hereto have entered into an Amended and Restated Stockholder Agreement, dated as of October 15, 2003 (the “Company Stockholders Agreement”), pursuant to which the Stockholders and the Company have entered into certain agreements with respect to the Subject Shares (as defined in the Company Stockholders Agreement) following the mergers provided for in the Merger Agreement;

WHEREAS, the Stockholders other than the Minority Stockholder have previously entered into a Stockholders Agreement dated as of July 18, 2003 (the “Original Agreement”);

WHEREAS, the Stockholders other than the Minority Stockholder wish to amend and restate the Original Agreement so as to join the Minority Stockholder as a party;

WHEREAS, the parties wish to provide for certain rights and obligations of the parties with respect to the Subject Shares and other matters, in addition to those set forth in the Company Stockholders Agreement; and

WHEREAS, this Agreement will be executed concurrently with the execution of the Merger Agreement and the Company Stockholders Agreement with its provisions to become effective as provided herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

ARTICLE I. INTRODUCTORY MATTERS

1.1. Defined Terms.

Capitalized terms used but not defined herein shall have the meaning set forth in the Company Stockholders Agreement. In addition to the terms defined elsewhere herein, the following terms have the following meaning when used herein with initial capital letters:

“Assumption Agreement” means a writing in form and substance reasonably satisfactory to the Majority Stockholder whereby a Permitted Transferee or other Transferee pursuant to Sections 2.1, 2.2 and 2.3 hereof becomes a party to, and agrees to be bound to the same extent as its Transferor by, the terms of this Agreement and further agrees to be subject to the provisions of the Company Stockholders Agreement applicable to Permitted Transferees or other Transferees (as the case may be) thereunder including without limitation Articles II and III thereof.

“New SAC Shareholders Agreement” means that certain Shareholders Agreement, dated November 22, 2000, among the Majority Stockholder, Silver Lake, TPG, August, J.P. Morgan, GS, Staenberg, Integral and the individuals listed on the signature pages thereto.

1.2. Construction.

The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Unless the context otherwise requires: (a) ”or” is disjunctive but not exclusive, (b) words in the singular include the plural, and in the plural include the singular, and (c) the words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Exhibit references are to this Agreement unless otherwise specified.

ARTICLE II. TRANSFERS AND DISTRIBUTIONS

2.1. Distributions by Majority Stockholder, Minority Stockholder and other Stockholders.

(a) During the period commencing at the end of the Initial Share Holding Period and prior to the one-year anniversary thereof, upon receipt of a written request signed by both Silver Lake and TPG, (i) the Majority Stockholder will distribute all or the requested portion of the Subject Shares held by the Majority Stockholder to the stockholders of the Majority Stockholder in accordance with the Memorandum and Articles of Association of the Majority Stockholder and (ii) the Minority Stockholder will distribute all or the requested portion of the Subject Shares held by the Minority Stockholder to the stockholders of the Minority Stockholder in accordance with the Memorandum and Articles of Association of the Minority Stockholder. During the period commencing on the one-year anniversary of the end of the Initial Holding Period and ending on the three-year anniversary thereof, either Silver Lake or TPG may request in writing that all or a portion of the Subject Shares held by (i) the Majority Stockholder be distributed to the stockholders of the Majority Stockholder in accordance with the

Memorandum and Articles of Association of the Majority Stockholder and (ii) the Minority Stockholder be distributed to the stockholders of the Minority Stockholder in accordance with the Memorandum and Articles of Association of the Minority Stockholder. In each case, a copy of such request shall be delivered to each of the other Stockholders contemporaneously with the delivery of such request to the Majority Stockholder and the Minority Stockholder. During such period, if either Silver Lake or TPG requests in writing that the Majority Stockholder or the Minority Stockholder, as the case may be, distribute a portion of its Subject Shares, within fifteen (15) days of the Majority Stockholder’s or Minority Stockholder’s receipt of such request, the other may request that the Majority Stockholder or the Minority Stockholder, as the case may be, increase the number of Subject Shares to be so distributed. Upon the receipt of any such request to distribute Subject Shares, the Majority Stockholder and Minority Stockholder, as the case may be, shall take all actions necessary to ensure that any such distribution takes place as promptly as practicable.

(b) After the three-year anniversary of the end of the Initial Holding Period, any of Silver Lake, TPG, August, J.P. Morgan, GS, Staenberg or Integral may request that the Majority Stockholder and the Minority Stockholder distribute all, but not less than all, of their remaining Subject Shares pro rata to the stockholders of the Majority Stockholder and the Minority Stockholder. Upon the receipt of any such request to distribute Subject Shares, the Majority Stockholder shall use all commercially reasonable efforts to take all actions necessary to ensure that any such distribution takes place as promptly as practicable.

(c) Notwithstanding anything to the contrary in this Section 2.1, in no event shall the Majority Stockholder and the Minority Stockholder, collectively, be required to make more than one distribution of Subject Shares in any three-month period.

(d) After the one-year anniversary of the end of the Initial Holding Period, Silver Lake, TPG or August may demand that the Majority Stockholder cause the Company to effect the registration under the Securities Act of all or a portion of the Subject Shares held by the Majority Stockholder and the Minority Stockholder, consummate such sale, and distribute the proceeds of such sale pro rata to the stockholders of the Majority Stockholder and the Minority Stockholder; provided that Silver Lake, TPG or August may exercise its demand right under this Section 3.3(d) only if at the time of such exercise it would be entitled to exercise a demand pursuant to the terms of Section 4.2(a)(ii) of the Company Stockholders Agreement. For purposes of the Company Stockholders Agreement, the Majority Stockholder shall request such registration under Section 4.3 of the Company Stockholders Agreement, if available or, if not available, under Section 4.2 of the Company Stockholders Agreement. Any party exercising its rights under this Section 2.1(d) shall assign one of the number of demand requests that such party is entitled to pursuant to Section 4.2(a) to the Majority Stockholder, regardless of which section such registration is requested under. The Demand Registration procedures set forth in Sections 4.2, 4.3, 4.4 and 4.5 of the Company Stockholders Agreement shall apply to any demand request made pursuant to this Section 2.1(d).

(e) Subject Shares distributed by the Majority Stockholder or the Minority Stockholder pursuant to this Section 2.1 shall remain subject in all respect to the provisions of the Company Stockholders Agreement, and the Majority Stockholder and the Minority Stockholder shall have the right to require such assurances as it reasonably deems necessary at

the time of such distribution with respect thereto. Stockholders may Transfer Shares only in accordance with, and subject to the applicable provisions of, both Article II and Article III of the Company Stockholders Agreement.

2.2. Transfer to Permitted Transferees.

(a) Subject to the limitation set forth in Section 2.1, any Stockholder may Transfer any or all of the Shares held by it to any Permitted Transferee of such Stockholder who duly executes and delivers an Assumption Agreement, provided that such Transfer shall not be effective unless and until the Company shall have been furnished with information reasonably satisfactory to it demonstrating that such Transfer is exempt from or not subject to the provisions of Section 5 of the Securities Act and any other applicable securities laws.

(b) Each Permitted Transferee of any Stockholder to which Shares are transferred shall, and such Stockholder shall cause such Permitted Transferee to, transfer back to such Stockholder (or to another Permitted Transferee of such Stockholder) any Shares it owns prior to such Permitted Transferee ceasing to be a Permitted Transferee to such Stockholder.

(c) This Section 2.2 shall not apply to the grant by J.P. Morgan of a participation interest to one or more other investment funds managed by a controlled Affiliate of J.P. Morgan Chase & Co. without change in record ownership.

2.3. Rights and Obligations of Transferees.

Any Transferee of Subject Shares in accordance with term hereof and of the Company Stockholders Agreement (other than Transferees who acquire Subject Shares (a) pursuant to Section 2.1, (b) pursuant to the exercise of rights set forth in Article IV of the Company Stockholders Agreement, (c) in a bona fide sale to the public pursuant to Rule 144, Rule 145 or Regulation S under the Securities Act, (d) through a Public Offering or (e) pursuant to Section 3.2(g) of the Company Stockholders Agreement) will be required, at the time of and as a condition to such Transfer, to become a party to this Agreement and subject to the provisions of the Company Stockholders Agreement, to the extent applicable, by executing and delivering an Assumption Agreement and, upon executing and delivering an Assumption Agreement, will be treated as a Stockholder for all purposes hereof.

2.4. Other.

In the event of any purported Transfer by a Stockholder of any Subject Shares in violation of the provisions of this Agreement, such purported Transfer will be void and of no effect, and the Company will not give effect to such Transfer.

ARTICLE III. MISCELLANEOUS

3.1. Effective Date.

This Agreement shall become effective upon consummation of the Merger as contemplated by the Merger Agreement and prior to such time shall have no force or effect. If,

the Merger Agreement is terminated prior to the Closing Date, this Agreement shall terminate without any further action of the parties hereto and no party shall have any liability to any other with respect to the provisions contained herein. This Agreement amends and restates certain provisions of the Original Agreement and supersedes and restates the Original Agreement in its entirety.

3.2. Exercise of Certain Rights Under the New SAC Shareholders Agreement.

(a) Each of Silver Lake and TPG agrees to refrain from exercising their rights under Section 2.7 of the New SAC Shareholders Agreement.

(b) Each of Silver Lake and TPG (i) agrees that the composition of the Board as provided in the Company Stockholders Agreement is acceptable to them and (ii) agrees not to exercise their rights, if any, under Section 5.1(d) of the New SAC Shareholders Agreement to cause the Board to be comprised in the same manner as the board of directors of the Majority Stockholder.

(c) Each of the Stockholders agrees to waive its rights, if any, under Section 5.2(d) of the New SAC Shareholders Agreement to require the amendment of the certificate of incorporation and bylaws of the Company.

(d) Each of Silver Lake, TPG, August and the Majority Stockholder agrees that (i) the Majority Stockholder shall not cause the Company to make, and the Company shall not be required to make, any distributions as a result of Section 6.5 of the New SAC Shareholders Agreement and (ii) the stockholders of the Majority Stockholder shall have no obligation to cause the Majority Stockholder to make any distributions referred to in Section 6.5 of the New SAC Shareholders Agreement to the extent such distributions relate to the incurrence of “Subpart F Income” (within the meaning of Section 952 of the Internal Revenue Code of 1986, as amended) or other phantom income by a stockholder of the Majority Stockholder as a result of the investment by the Majority Stockholder in the Company or any subsidiary of the Company.

(e) Pursuant to the provisions of Section 6.6(b) of the New SAC Shareholders Agreement, each of Silver Lake and TPG agrees that the Majority Stockholder shall have no obligation to avoid the incurrence of Subpart F Income with respect to the business and operations of the Company or any subsidiary of the Company.

(f) August agrees not to exercise any Demand Registration rights it may have pursuant to Section 3.2 of the New SAC Shareholders Agreement without first obtaining the written consent of each of Silver Lake and TPG. Each of Silver Lake and TPG agrees not to exercise any Demand Registration rights it may have pursuant to Section 3.2 of the New SAC Shareholders Agreement without first obtaining the written consent of TPG, in the case of Silver Lake, or Silver Lake, in the case of TPG.

3.3. Termination.

All rights, remedies, obligations and liabilities of any party hereunder with respect to the Company Stockholders Agreement shall terminate automatically upon termination of the

Company Stockholders Agreement. All other rights, remedies, obligations and liabilities of any party shall terminate upon the later of (a) termination of the Company Stockholders Agreement and (b) the termination of the New SAC Shareholders Agreement.

3.4. Notices.

All notices, consents, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by courier service, by cable, by telecopy, by telegram, by telex or registered or certified mail (postage prepaid, return receipt requested) as follows (or at such other address for a party as shall be specified in a notice given in accordance with this Section 3.4):

(a) if to Silver Lake:

Silver Lake Partners, L.P.

2725 Sand Hill Road

Suite 150

Menlo Park, CA 94025

Attention:		David Roux
Telecopy:		(650) 233-8125

with a copy to:

Simpson Thacher & Bartlett

3330 Hillview Avenue

Palo Alto, CA 94304

Attention:		Richard Capelouto, Esq.
		Kirsten Jensen, Esq.
Telecopy:		(650) 251-5002

(b) if to TPG:

SAC Investments, L.P.

c/o Texas Pacific Group

301 Commerce Street

Suite 3300

Fort Worth, TX 76102

Attention:		Richard A. Ekleberry
Telecopy:		(817) 871-4080

with a copy to:

Cleary, Gottlieb, Steen & Hamilton

One Liberty Plaza

New York, NY 10006

Attention: Paul J. Shim, Esq.

Telecopy: (212) 225-3999

August Capital

2480 Sand Hill Road

Suite 101

Menlo Park, CA 94025

Attention:		Mark Wilson
Telecopy:		(650) 234-9910

with a copy to:

Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

155 Constitution Drive

Menlo Park, CA 94025

Attention:		Steven R. Franklin, Esq.
Telecopy:		(650) 321-2800

(d) if to J.P. Morgan:

J.P. Morgan Partners, L.L.C.

50 California Street

29th Floor

San Francisco, CA 94111

Attention:		Shahan Soghikian
Telecopy:		(415) 591-1205

with copies to:

J.P. Morgan Partners, L.L.C.

Official Notices Clerk

1221 Avenue of the Americas

New York, NY 10020

Telecopy: (212) 899-3401

-and-

Latham & Watkins

135 Commonwealth Drive

Menlo Park, CA 94025

Attention:		Anthony J. Richmond, Esq.
Telecopy:		(650) 463-2600

(e) if to GS:

GS Capital Partners III, L.P.

85 Broad Street, 10th Floor

New York, NY 10004

Attention:		Anne Musella
Telecopy:		(212) 357-5505

with a copy to:

Sullivan & Cromwell

1870 Embarcadero Road

Palo Alto, CA 94303

Attention:		Matthew G. Hurd, Esq.
Telecopy:		(650) 461-5700

(f) if to Staenberg:

Staenberg Venture Partners

2000 First Avenue, Suite 1001

Seattle, WA 98121

Attention:		John Chase
Telecopy:		(206) 770-0117

with a copy to:

Dorsey & Whitney LLP

U.S. Bank Centre

1420 Fifth Avenue, Suite 3400

Seattle, WA 98101

Attention:		Randall L. Price
Telecopy:		(206) 903-8820

(g) if to Integral:

Integral Capital Partners

3000 Sand Hill Road

Building 3, Suite 240

Menlo Park, CA 94025

Attention:		Pamela Hagenah
Telecopy:		650-233-0366

(h) if to the Majority Stockholder or the Minority Stockholder:

New SAC

c/o Silver Lake Partners, L.P.

2725 Sand Hill Road

Building C, Suite 150

Menlo Park, CA 94025

Attention:		David Roux
Telecopy:		(650) 233-8125

with copies to:

Simpson Thacher & Bartlett

3330 Hillview Avenue

Palo Alto, CA 94304

Attention:

Richard Capelouto, Esq.

Kirsten Jensen, Esq.

Telecopy:

(650) 251-5002

-and-

Cleary, Gottlieb, Steen & Hamilton

One Liberty Plaza

New York, NY 10006

Attention:		Paul J. Shim, Esq.
Telecopy:		(212) 225-3999

3.5. Further Assurances.

The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed, exercise their votes and do and perform and cause to be done such further acts and things as may be necessary in order to give full effect to this Agreement and every provision hereof.

3.6. Assignment.

This Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. Except as specifically provided herein, this Agreement may not be assigned by any party hereto without the express prior written consent of the other parties, and any attempted assignment, without such consents, will be null and void.

3.7. Amendment; Waiver.

This Agreement may be amended, supplemented or otherwise modified only by a written instrument executed by the parties hereto. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and executed by the party so waiving. Except as provided in the preceding sentence, no action taken pursuant to this Agreement, including without limitation, any investigation by or on behalf of any party, will be

deemed to constitute a waiver by the party taking such action of compliance with any covenants or agreements contained herein. The waiver by any party hereto of a breach of any provision of this Agreement will not operate or be construed as a waiver of any subsequent breach.

3.8. Third Parties.

Except as otherwise set forth herein, this Agreement does not create any rights, claims or benefits inuring to any Person that is not a party hereto nor create or establish any third party beneficiary hereto.

3.9. Governing Law.

This Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware.

3.10. Binding Arbitration.

Any controversy, dispute or claim arising out of, in connection with, or in relation to, the construction, performance, or breach of this Agreement shall be adjudicated by arbitration conducted in accordance with the existing rules for commercial arbitration of the American Arbitration Association, or any successor organization in New York or California (the “AAA”), as determined by the party initiating the arbitration. The demand for arbitration shall be delivered in accordance with the notice provisions of this Agreement. Arbitration hereunder shall be conducted by a single arbitrator selected jointly by the parties hereto. If within thirty (30) days after a demand for arbitration is made, the parties hereto are unable to agree on a single arbitrator, three arbitrators shall be appointed. Each party shall select one arbitrator and those two arbitrators shall then select within thirty (30) days a third neutral arbitrator. If the arbitrators selected by the parties cannot agree on the third arbitrator, they shall discuss the qualifications of such third arbitrator with the AAA prior to selection of such arbitrator, which selection shall be in accordance with the existing rules of the AAA. If an arbitrator cannot continue to serve, a successor to an arbitrator selected by the parties shall be also selected by the same party, and a successor to a neutral arbitrator shall be selected as specified above. A full rehearing will be held only if the neutral arbitrator is unable to continue to serve or if the remaining arbitrators unanimously agree that such a rehearing is appropriate. Any discovery in connection with arbitration hereunder shall be limited to information directly relevant to the controversy or claim in arbitration. Judgment upon any arbitration award rendered may be entered in any court of competent jurisdiction. EACH PARTY HERETO UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING RELATING TO THIS AGREEMENT.

3.11. Specific Performance.

Without limiting or waiving in any respect any rights or remedies of the parties hereto under this Agreement now or hereinafter existing at law or in equity or by statute, each of the parties hereto will be entitled to seek specific performance of the obligations to be performed by the other in accordance with the provisions of this Agreement, including during such time prior to the final and binding decision in any arbitration contemplated by Section 3.10.

3.12. Entire Agreement.

This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof.

3.13. Titles and Headings.

The section headings contained in this Agreement are for reference purposes only and will not affect the meaning or interpretation of this Agreement.

3.14. Severability.

If any provision of this Agreement is declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement will not be affected and will remain in full force and effect.

3.15. Counterparts.

This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will be deemed to be one and the same instrument.

3.16. Regulatory Matters.

Each of the Majority Stockholder, the Minority Stockholder and the Stockholders severally agrees to cooperate with J.P. Morgan in all reasonable respects in the event that any proposed distribution of Shares to J.P. Morgan pursuant to this Agreement or other transaction by the Majority Stockholder or the Minority Stockholder would reasonably be expected by J.P. Morgan to result in a Regulatory Problem (as such term is defined in the Regulatory Sideletter between the Majority Stockholder and the predecessor of J.P. Morgan dated as of November 22, 2000) for the purpose of avoiding or otherwise structuring around such a Regulatory Problem. Notwithstanding, anything contained in this Section 3.16 to the contrary, no Stockholder shall be required under this Section to take any action that would adversely affect such Person’s rights under this Agreement or as a stockholder of the Company. J.P. Morgan agrees to notify the Majority Stockholder as to whether or not it would have a Regulatory Problem promptly (and in any event within five Business Days) after receipt of written notice of the specifics of a proposed transaction. Failure to respond within such five Business Day period shall be deemed to be a response that such transaction will not result in a Regulatory Problem. J.P. Morgan represents that, as of the date hereof and based on present law, the ownership by it of 4.9% or less of the outstanding voting stock of any class of stock of the Company would not constitute a Regulatory Problem.

3.17. Notice and Assistance Regarding Distributions.

In the event that the Majority Stockholder or the Minority Stockholder at any time determines that it will make a distribution of Shares in kind to the Stockholders, the Majority Stockholder or the Minority Stockholder, as the case may be, will use its reasonable best efforts to provide advance notice of such event to all Stockholders. In the event that such a distribution

could reasonably be expected by the Majority Stockholder or the Minority Stockholder to require further action by a Stockholder to permit it to receive such Shares or a Stockholder apprises the Majority Stockholder of such (including, by way of example, any further filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended), the Majority Stockholder or the Minority Stockholder, as the case may be, will use its respective reasonable best efforts to cooperate and assist with such action including, without limitation, making any related government filings required of any of them on a prompt and timely basis. Any such cooperation and assistance shall be provided in the same manner in all material respects to each Stockholder requesting the same.

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this Agreement to be executed on its behalf as of the date first written above.

NEW SAC, as MAJORITY STOCKHOLDER

By:	/s/ William L. Hudson

	Name:	William L. Hudson
	Title:	Executive Vice President, General Counsel and Corporate Secretary

CB CAYMAN, as MINORITY STOCKHOLDER

By:	/s/ William L. Hudson

	Name:	William L. Hudson
	Title:	Executive Vice President, General Counsel and Corporate Secretary

SILVER LAKE TECHNOLOGY INVESTORS CAYMAN, L.P.

By:	Silver Lake (Offshore) AIV GP Ltd., its General Partner

By:	/s/ Alan Austin

	Name:	Alan Austin
	Title:	Director

SILVER LAKE INVESTORS CAYMAN, L.P.

By:	Silver Lake Technology Associates Cayman, L.P., its General Partner

By:	Silver Lake (Offshore) AIV GP Ltd., its General Partner

By:	/s/ Alan Austin

	Name:	Alan Austin
	Title:	Director

SILVER LAKE PARTNERS CAYMAN, L.P.

By:	Silver Lake Technology Associates Cayman, L.P., its General Partner

By:	Silver Lake (Offshore) AIV GP Ltd., its General Partner

By:	/s/ Alan Austin

	Name:	Alan Austin
	Title:	Director

SAC INVESTMENTS, L.P.

By:	TPG SAC GenPar III, L.P., its General Partner

By:	TPG SAC Advisors III Corp., its General Partner

By:	/s/ Justin T. Chang

	Name:	Justin T. Chang
	Title:	Partner

AUGUST CAPITAL III, L.P., for itself and as nominee for
AUGUST CAPITAL STRATEGIC PARTNERS III, L.P.
AUGUST CAPITAL III FOUNDERS FUND, L.P., and certain individuals thereof

By:	August Capital Management III, L.L.C., its General Partner

By:	/s/ Mark G. Wilson

	Name:	Mark G. Wilson
	Title:	Member

J.P. MORGAN PARTNERS (BHCA), L.P.

By:	JPMP MASTER FUND MANAGER, its General Partner

By:	JPMP CAPITAL CORP, its General Partner

By:	/s/ Andrew W. Kahn

	Name:	Andrew W. Kahn
	Title:	Managing Director

GS CAPITAL PARTNERS III, L.P.

By:	GS Advisors III, L.L.C., its General Partner

By:	/s/ John E. Bowman

	Name:	John E. Bowman
	Title:	Vice President

GS CAPITAL PARTNERS III OFFSHORE, L.P.

By:	GS Advisors III, L.L.C., its General Partner

By:	/s/ John E. Bowman

	Name:	John E. Bowman
	Title:	Vice President

GOLDMAN, SACHS & CO. VERWALTUNGS GmbH

By:	/s/ John E. Bowman

	Name:	John E. Bowman
	Title:	Attorney-in-Fact

STONE STREET FUND 2000 L.P.

By:	Stone Street 2000, L.L.C., its General Partner

By:	/s/ John E. Bowman

	Name:	John E. Bowman
	Title:	Vice President

BRIDGE STREET SPECIAL OPPORTUNITIES FUND 2000, L.P.

By:	Bridge Street Special Opportunities Fund 2000, L.L.C., its General Partner

By:	/s/ John E. Bowman

	Name:	John E. Bowman
	Title:	Vice President

STAENBERG VENTURE PARTNERS II, L.P.

By:	/s/ Job Staenberg

	Name:	Jon Staenberg
	Title:	Managing Director

STAENBERG SEAGATE PARTNERS, LLC

By:	/s/ Job Staenberg

	Name:	Jon Staenberg
	Title:	Manager

INTEGRAL CAPITAL PARTNERS V, L.P.

By:	Integral Capital Management V, LLC, its General Partner

By:	/s/ Pamela K. Hagenah

	Name:	Pamela K. Hagenah
	Title:	Manager

INTEGRAL CAPITAL PARTNERS V SIDE FUND, L.P.

By:	ICP Management V, LLC, its General Partner

By:	/s/ Pamela K. Hagenah

	Name:	Pamela K. Hagenah
	Title:	Manager

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