-----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, CnFnsSSvUaRtuyf7/gVT9RUTsuUvJecH+0Jr7WuBvTA2hITa3TxYBJK8Tnmj81YD W7MxCPZuZIhmYpX7bTg5Og== 0000950123-01-003057.txt : 20010410 0000950123-01-003057.hdr.sgml : 20010410 ACCESSION NUMBER: 0000950123-01-003057 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010403 FILED AS OF DATE: 20010403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAP AKTIENGESELLSCHAFT SYSTEMS APPLICATIONS PRODUCTS IN DATA CENTRAL INDEX KEY: 0001000184 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: I8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: SEC FILE NUMBER: 001-14251 FILM NUMBER: 1592663 BUSINESS ADDRESS: STREET 1: NEUROTTSTRABE 16 STREET 2: WALLDORF, FEDERAL REPUBLIC OF GERMAN CITY: NEW YORK STATE: NY ZIP: 69190 BUSINESS PHONE: 0114962277 MAIL ADDRESS: STREET 1: NEUROTTSTRASSE 16 CITY: WALLDORF D 69190 STATE: I8 6-K 1 y99523e6-k.txt FORM 6-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 April 3, 2001 SAP AKTIENGESELLSCHAFT SYSTEME, ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG (Exact name of registrant as specified in its charter) SAP CORPORATION SYSTEMS, APPLICATIONS AND PRODUCTS IN DATA PROCESSING (Translation of registrant's name into English) Neurottstrasse 16 69190 Walldorf Federal Republic of Germany (Address of principal executive office) Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [ ] Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [X] If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_______. 2 SAP AKTIENGESELLSCHAFT SYSTEME, ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG FORM 6-K On March 30, 2001, SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung, a stock corporation organized under the laws of the Federal Republic of Germany (the "Company"), issued a Press Release announcing that the Company has signed a definitive agreement to acquire TopTier, subject to the approval of the antitrust authorities (the "Press Release"). The Press Release is attached as Exhibit 99.1 hereto and incorporated by reference herein. Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as "anticipate," "believe," "estimate," "expect," "forecast," "intend," "may," "plan," "project," "predict," "should" and "will" and similar expressions as they relate to the Company are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. The factors that could affect the Company's future financial results are discussed more fully in the Company's filings with the U.S. Securities and Exchange Commission (the "SEC"), including the Company's Annual Report on Form 20-F for 2000 filed with the SEC on March 28, 2001. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. 2 3 EXHIBITS Exhibit No. Exhibit - ----------- ------- 99.1 Press Release, dated March 30, 2001 3 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SAP AKTIENGESELLSCHAFT SYSTEME, ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG (Registrant) By: \s\ Henning Kagermann ------------------------------------- Name: Prof. Dr. Henning Kagermann Title: CEO and Co-Chairman By: \s\ Werner Brandt ------------------------------------- Name: Dr. Werner Brandt Title: CFO Date: April 3, 2001 4 5 EXHIBIT INDEX
Exhibit No. Exhibit - ----------- ------- 99.1 Press Release, dated March 30, 2001
5 EX-99.1 2 y99523ex99-1.txt PRESS RELEASE 1 Exhibit 99.1 Press Information [SAP AG Letterhead] FOR IMMEDIATE RELEASE Contact: Gundolf Moritz SAP AG +49-6227-7-44872 -or- Stefan Gruber SAP AG +1-212-404-1323 -or- David Lowy Taylor Rafferty +1-212-889-4350 SAP TO ACQUIRE TOPTIER WALLDORF, GERMANY - MARCH 30, 2001 - SAP AG (NYSE: SAP), the world's leading provider of e-business software solutions, and TopTier Software, Inc., a leading provider of enterprise information portal software and related integration products, today announced that the two companies have signed a definitive agreement for SAP to acquire TopTier, subject to the approval of the antitrust authorities. TopTier has been a partner of SAP since 1999 and parts of its technology are already integrated and available within the SAP enterprise portal offering, the mySAP Workplace. Under the terms of the agreement, SAP will acquire all of the outstanding shares of TopTier for approximately $400 million in cash. TopTier will become a wholly-owned subsidiary of SAP upon closing, which is expected to occur during the second quarter of 2001, subject to customary closing conditions. TopTier generated approximately $20 million of revenue in 2000. SAP anticipates recording a charge resulting from acquired in-process research and development that will not exceed $50 million. Excluding this one-time charge and the amortization of goodwill and other intangibles acquired, SAP expects the acquisition to have minimal impact on 2001 earnings per share. This transaction is a further step in SAP's strategy, which includes building market-leading positions in the enterprise portal, customer relationship management, supply chain management and marketplace sectors. This acquisition strengthens SAP's leadership in the enterprise portal market and increases SAP's ability to broaden its user base. The acquisition will also provide SAP with a strong engineering staff experienced in the portal market and a large installed base of enterprise customers, including Daimler Chrysler, Hewlett Packard, GMAC, Universal Studios and Wells Fargo Bank. 6 2 The TopTier technology fits seamlessly with the mySAP Workplace. The mySAP Workplace enterprise portal integrates mySAP e-business solutions and non-SAP components to deliver up-to-date, role-based information, applications and services that people need to perform their everyday jobs. TopTier technology enables further integration of heterogeneous applications beyond those of SAP. On April 4, 2001, SAP will hold a press conference in New York during which Hasso Plattner, CEO, Co-Chairman and Co-Founder of SAP AG, will detail SAP's strategy to capture the enterprise portal market. ABOUT TOPTIER SOFTWARE, INC. TopTier Software, Inc. is a leading provider of Enterprise Information Portals and products that integrate information residing in a business's internal and external enterprise applications, databases, documents, Web sites, and other data sources. TopTier's Enterprise Unification Platform(TM) software products are designed to enable a business's extended enterprise of customers, vendors, suppliers and employees to directly access, navigate and manipulate integrated information using an intuitive and effective portal interface. With TopTier's patented HyperRelational(TM) technology, users can access, interconnect, update, edit and delete information from multiple software applications and data sources through a simple Drag and Relate(TM) process. By doing so, TopTier's products enable organizations to create collaborative advantage for their enterprise by driving a real-time, frictionless flow of information between employees, partners and customers. Incorporated in 1996, TopTier Software is a privately held company with headquarters in San Jose, California. For more information about TopTier Software, call 408.360.1700, or visit the Web at http://www.toptier.com. ABOUT SAP SAP is the world's leading provider of e-business software solutions. Through the mySAP.com e-business platform, people in businesses around the globe are improving relationships with customers and partners, streamlining operations, and achieving significant efficiencies throughout their supply chains. Today, more than 13,000 companies in over 100 countries run more than 30,000 installations of SAP(R) software. With subsidiaries in over 50 countries, the company is listed on several exchanges including the Frankfurt stock exchange and NYSE under the symbol "SAP." Additional information at http://www.sap.com. 7 -----END PRIVACY-ENHANCED MESSAGE-----