-----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, P394ZVi2GSazQPNiORM/ZNPERZA7fgZXU4v296tsrLyXyQcqIe6iKRLEgNtLNiKJ zkaKCPVD8PEs9J1mqdUChg== 0000950123-01-503743.txt : 20010625 0000950123-01-503743.hdr.sgml : 20010625 ACCESSION NUMBER: 0000950123-01-503743 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001230 FILED AS OF DATE: 20010622 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: 11-K SEC ACT: SEC FILE NUMBER: 001-14251 FILM NUMBER: 1665386 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 11-K 1 f00234e11-k.txt SAP AMERICA, INC. 401(K) PROFIT SHARING PLN & TRST 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from . . . . . . . . . to . . . . . . . . . Commission file number ______ A. Full title of the plan and the address of the plan, if different from that of the issuer named below: SAP AMERICA, INC. 401(K) PROFIT SHARING PLAN AND TRUST SAP America, Inc 3999 West Chester Pike Newtown Square, PA 19073 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: SAP AKTIENGESELLSCHAFT SYSTEME, ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG Neurottstrasse 16 69190 Walldorf Federal Republic of Germany Index to Exhibits appears on page II-3 2 SAP AMERICA, INC. 401(k) PROFIT SHARING PLAN AND TRUST FINANCIAL STATEMENTS AS OF DECEMBER 31, 2000 AND 1999 TOGETHER WITH AUDITORS' REPORT 3 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Plan Administrator of the SAP America, Inc. 401(k) Profit Sharing Plan and Trust: We have audited the accompanying statements of net assets available for benefits of SAP America, Inc. 401(k) Profit Sharing Plan and Trust as of December 31, 2000, and the related statement of changes in net assets available for benefits for the year ended December 31, 2000. These financial statements and the schedule referred to below are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2000 and the changes in net assets available for benefits for the year ended December 31, 2000 in conformity with accounting principles generally accepted in the United States. Our audit of the Plan's financial statements as of and for the year ended December 31, 2000, was made for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for purposes of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements for the year ended December 31, 2000, and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Arthur Andersen LLP - ----------------------- Arthur Andersen LLP Philadelphia, Pennsylvania June 5, 2001 4 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Plan Administrator of the SAP America, Inc. 401(k) Profit Sharing Plan and Trust: We have audited the accompanying statement of net assets available for benefits of SAP America, Inc. 401(k) Profit Sharing Plan and Trust as of December 31, 1999, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above, of SAP America, Inc. 401(k) Profit Sharing Plan and Trust as of December 31, 1999 and for the year then ended present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1999, and the changes in net assets available for benefits for the year then ended in conformity with generally accepted accounting principles. /s/ Kreischer, Miller & Co. - --------------------------- Kreischer, Miller & Co Horsham, Pennsylvania July 18, 2000 5 SAP AMERICA, INC. 401(k) PROFIT SHARING PLAN AND TRUST TABLE OF CONTENTS STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS For the years ended December 31, 2000 and 1999.....................1 STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS For the years ended December 31, 2000 and 1999.....................2 NOTES TO FINANCIAL STATEMENTS As of December 31, 2000 and 1999...................................3 SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - - SCHEDULE H, LINE 4I As of December 31, 2000............................................7
6 SAP AMERICA, INC. 401(k) PROFIT SHARING PLAN AND TRUST STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 2000 AND 1999
2000 1999 ----------- ------------ ASSETS: Investments, at fair value $225,784,520 $197,724,233 Participant loans 3,530,208 3,003,316 RECEIVABLES: Employer contributions 5,980,173 11,579,150 Participant contributions 737,531 1,230,620 ------------ ------------ Total receivables 6,717,704 12,809,770 OTHER ASSETS - 41,433 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $236,032,432 $213,578,752 ============ ============
The accompanying notes are an integral part of these financial statements. 1 7 SAP AMERICA, INC. 401(k) PROFIT SHARING PLAN AND TRUST STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999
2000 1999 ------------- ------------ ADDITIONS: Additions to (reduction from) net assets attributed to: Investment income/(loss): Net (depreciation) appreciation in fair value of investments $(33,848,881) $10,048,423 Interest and dividend income 25,334,366 12,437,199 ---------- ---------- (8,514,515) 22,485,622 Contributions: Employer 15,337,113 19,794,372 Participant 35,948,665 36,102,981 ---------- ---------- 51,285,778 55,897,353 ---------- ---------- Total additions 42,771,263 78,382,975 ---------- ---------- DEDUCTIONS: Deductions from net assets attributed to: Benefits paid to participants 20,317,583 11,648,809 ---------- ---------- Total deductions 20,317,583 11,648,809 ---------- ---------- Net increase 22,453,683 66,734,166 NET ASSETS AVAILABLE FOR BENEFITS: Beginning of year 213,578,752 146,844,586 ----------- ----------- End of year $236,032,432 $213,578,752 ============ ============
The accompanying notes are an integral part of these financial statements. 2 8 SAP AMERICA, INC. 401(k) PROFIT SHARING PLAN AND TRUST NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2000 AND 1999 1. DESCRIPTION OF PLAN The following description of the SAP America, Inc. 401(k) Profit Sharing and Trust Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. GENERAL The Plan is a defined contribution plan covering all employees of SAP America, Inc., SAP International, Inc., SAP Labs, Inc., SAP Public Services, Inc., SAP Campbell, Inc. and SAPMarkets, Inc. (collectively the Company). There are no minimum age or service requirements for employees to become eligible to participate in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act (ERISA). CONTRIBUTIONS Each year, participants may contribute up to 15 percent of eligible compensation, as defined in the Plan, not to exceed $10,500 and $10,000 for 2000 and 1999, respectively. The Plan limits eligible compensation to the amount prescribed by Section 401(a)(17) of the Internal Revenue Code for purposes of compensation reduction contributions. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers 13 mutual funds, the Company's ADR Stock Fund and one common collective trust as investment options for participants. The Company matches 50 percent of the first 6 percent of eligible compensation that a participant contributes to the Plan. For purposes of employer matching and profit sharing contributions, the Company limits the eligible compensation to $100,000. The matching Company contribution is invested as directed by the participant. Additional discretionary profit sharing amounts may be contributed at the option of the Company and are invested as directed by the participant. Discretionary contributions were 1.5 percent and 3 percent of eligible compensation for 2000 and 1999, respectively. PARTICIPANT ACCOUNTS Each participant's account is credited with the participant's contribution and allocations of (a) the Company's contribution and (b) Plan earnings/losses, and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. All amounts credited to the participant's account are invested as directed by the employee. All dividends, capital gain distributions and other earnings received on shares of mutual funds are specifically credited to a participant's account and immediately used to invest in additional shares of the funds. 3 9 VESTING Participants are vested immediately in their contributions plus actual earnings/losses thereon. Vesting in the Company's contribution portion of their accounts is based on years of service. A participant is 50 percent vested after two years of service and 100 percent vested after three years of service. FORFEITURES Forfeitures of contributions are allocated to all participants eligible to share in the allocations in the same proportion that each participant's eligible compensation for the year bears to the aggregate eligible compensation of all participants for the year. At December 31, 2000 and 1999, forfeited nonvested accounts totaled $919,747 and $796,063, respectively. PARTICIPANT LOANS Participants may borrow from their fund accounts up to a maximum of $50,000 or 50 percent of their vested account balance, whichever is less. The loans are secured by the balance in the participant's account with original terms of generally 60 monthly installments and bear interest at rates that range from 9.25 percent to 10.5 percent, which are commensurate with local prevailing rates as determined quarterly by the Plan administrator. A maximum of two loans with outstanding balances is permitted at any time. PAYMENT OF BENEFITS On termination a participant may elect to receive a distribution equal to the value of the participant's vested interest in his or her account in the form of a lump-sum amount, agreed upon installments, or a life annuity with or without a survivor option. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following are the significant accounting policies followed by the Plan: BASIS OF ACCOUNTING The accompanying financial statements are prepared on the accrual basis of accounting. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. INVESTMENT VALUATION AND INCOME RECOGNITION The Plan's investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. Units of the Retirement Savings 4 10 Trust are valued at net asset value at year-end. Participant loans are valued at cost, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. Interest income is accrued when earned. PAYMENT OF BENEFITS Benefits are recorded when paid. 3. INVESTMENTS The following presents investments that represent 5 percent or more of the Plan's net assets:
DECEMBER 31 ---------------------------- 2000 1999 ----------- ----------- Vanguard 500 Index Fund $37,674,835 $31,784,918 Vanguard Explorer Fund 23,737,108 14,342,569 Vanguard International Growth Fund 12,266,278 10,554,130 Vanguard U.S. Growth Fund 53,737,923 57,557,943 Vanguard Wellington Fund 27,695,772 21,085,785 Vanguard Windsor II Fund 32,569,824 31,013,557 Vanguard Retirement Savings Trust 14,504,468 14,525,217
During 2000 and 1999, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) (depreciated) appreciated in value as follows:
December 31 ------------------------- 2000 1999 ------------------------- Mutual funds $33,477,417 $10,048,4230 SAP ADR Stock Fund 371,464 -- ----------- ------------ $33,848,881 $10,048,423 =========== ===========
4. RELATED-PARTY TRANSACTIONS Certain Plan investments are shares of mutual funds managed by an affiliate of Vanguard Fiduciary Trust Company. Vanguard Fiduciary Trust Company is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. All fees for the investment management services are paid by the Plan sponsor. 5. PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100 percent vested in their employer contributions. 5 11 6. TAX STATUS The Internal Revenue Service has determined and informed the trustee, Vanguard Fiduciary Trust Company, by a letter dated June 7, 1994 that the Vanguard prototype profit sharing plan is designed in accordance with applicable sections of the Internal Revenue Code (IRC). The Plan administrator believes the Plan is currently being operated in compliance with applicable requirements of the IRC. 6 12 SCHEDULE I EIN # 36-3556041 PLAN #001 SAP AMERICA, INC. 401(k) PROFIT SHARING PLAN AND TRUST SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES - SCHEDULE H, LINE 4i AS OF DECEMBER 31, 2000
IDENTITY OF ISSUE, BORROWER, LESSOR, OR SIMILAR PARTY DESCRIPTION OF INVESTMENT CURRENT VALUE - ----------------------------------- --------------------------------- -------------- *VANGUARD FUNDS: Total Bond Market Index Registered Investment Company $3,037,595 Explorer Registered Investment Company 23,737,108 Strategic Equity Registered Investment Company 8,585,741 Global Equity Registered Investment Company 2,187,244 500 Index Registered Investment Company 37,674,835 International Growth Registered Investment Company 12,266,278 LifeStrategy Conservative Growth Registered Investment Company 936,548 LifeStrategy Growth Registered Investment Company 4,877,605 LifeStrategy Income Registered Investment Company 869,872 LifeStrategy Moderate Growth Registered Investment Company 2,274,549 U.S. Growth Registered Investment Company 53,737,923 Wellington Registered Investment Company 27,695,772 Windsor II Registered Investment Company 32,569,824 *VANGUARD RETIREMENT SAVINGS PLAN Common/Collective Trust 14,504,468 *SAP ADR STOCK FUND 829,158 VARIOUS PARTICIPANTS' LOANS Participants' notes receivable bearing interest at rates ranging from 9.25 percent to 10.5 percent due through the year 2010. 3,530,208 ------------ $229,314,728 ============
*Denotes party-in-interest. 7 13 EXHIBITS: The following exhibits are filed herewith.
REGULATION S-K EXHIBIT NO. DESCRIPTION - -------------------------- ----------- 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Kreischer, Miller & Co.
II-1 14 SIGNATURES The Plan. Pursuant to the requirements of the Securities Act of 1934, as amended, the plan administrator has duly caused this Registration Statement to be signed on the 401(k) Plan's behalf by the undersigned hereunto duly authorized SAP AMERICA, INC. 401(k) PROFIT SHARING PLAN AND TRUST By: /s/ James F. Devine - -------------------------------------- James F. Devine, As Plan Administrator II-2 15 EXHIBIT INDEX
REGULATION S-K EXHIBIT NO. DESCRIPTION - -------------------------- ------------ 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Kreischer, Miller & Co.
II-3 EX-23.1 2 f00234ex23-1.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Plan Administrator SAP America, Inc. 401(k) Profit Sharing Plan and Trust As independent public accountants, we hereby consent to the incorporation by reference of our report dated June 5, 2001, relating to the SAP America, Inc. 401(k) Profit Sharing Plan and Trust financial statements included in this Form 11-K, into SAP AG's previously filed Registration Statement on Form S-8 No. 333-41762. /s/ Arthur Andersen LLP - ---------------------- Arthur Andersen LLP Philadelphia, Pennsylvania June 21, 2001 EX-23.2 3 f00234ex23-2.txt CONSENT OF KREISCHER, MILLER & CO. 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Plan Administrator SAP America, Inc. 401(k) Profit Sharing Plan and Trust As independent public accountants, we hereby consent to the incorporation by reference of our report dated July 18, 2000, relating to the SAP America, Inc. 401(k) Profit Sharing Plan and Trust financial statements included in this Form 11-K, into SAP AG's previously filed Registration Statement on Form S-8 No. 333-41762. /s/ Kreischer, Miller & Co. - --------------------------- Kreischer, Miller & Co. Horsham, PA June 21, 2001 -----END PRIVACY-ENHANCED MESSAGE-----