-----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, GheLi118HhY17suYaBHikhr4SYcJTuWS1vSYLQbvKUg2LXrPcngyX2Pv46i/Ob9R dqUyumt+0ljIC1L0yR2zQw== 0000950123-02-004723.txt : 20020506 0000950123-02-004723.hdr.sgml : 20020506 ACCESSION NUMBER: 0000950123-02-004723 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020506 FILED AS OF DATE: 20020506 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAP AKTIENGESELLSCHAFT SYSTEMS APPLICATIONS PRODUCTS IN DATA CENTRAL INDEX KEY: 0001000184 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] STATE OF INCORPORATION: I8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14251 FILM NUMBER: 02635162 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 f00377e6-k.txt FORM 6-K 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 May 6, 2002 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-_______. SAP AKTIENGESELLSCHAFT SYSTEME, ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG FORM 6-K On May 3, 2002, SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung, a stock corporation organized under the laws of the Federal Republic of Germany ("SAP"), issued a press release announcing the results of its annual general meeting held on May 3, 2002 (the "Press Release"). The Press Release is attached as Exhibit 99.1 hereto and incorporated by reference herein. Included in the press release and as announced at the annual general shareholders' meeting, SAP has changed its certifying accountants as follows. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. SAP's Supervisory Board decided on May 2, 2002 to no longer engage ARTHUR ANDERSEN Wirtschaftsprufungsgesellschaft Steuerberatungsgesellschaft mbH ("Andersen") as SAP's independent public accountants and proposed KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftsprufungsgesellschaft ("KPMG") to serve as SAP's independent public accountants for 2002. The appointment of KPMG was ratified by SAP's shareowners at the 2002 annual meeting on May 3, 2002. Andersen's reports on the Company's consolidated financial statements for each of the years ended 2001, 2000 and 1999 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the years ended December 31, 2001, 2000 and 1999 and through May 3, 2002, there were no disagreements with Andersen on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure which, if not resolved to Andersen's satisfaction, would have caused them to make reference to the subject matter in connection with their report on the Company's consolidated financial statements for such years; and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K. The Company provided Arthur Andersen with a copy of the foregoing disclosures. Attached as Exhibit 16 is a copy of Andersen's letter, dated May 6, 2002, - -stating its agreement with such statements. During SAP's two most recent fiscal years and through the date of this Form 6-K, SAP did not consult KPMG with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on SAP's consolidated financial statements, or any other matters or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K. ITEM 7. 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 2001 filed with the SEC on March 28, 2002. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. EXHIBITS
Exhibit No. Exhibit - ----------- ------- 16 Letter from ARTHUR ANDERSEN Wirtschaftsprufungsgesellschaft Steuerberatungsgesellschaft mbH to the Securities and Exchange Commission dated May 6, 2002. 99.1 Press Release dated May 3, 2002
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: May 6, 2002 EXHIBIT INDEX
Exhibit No. Exhibit - ----------- ------- 16 Letter from ARTHUR ANDERSEN Wirtschaftsprufungsgesellschaft Steuerberatungsgesellschaft mbH to the Securities and Exchange Commission dated May 6, 2002. 99.1 Press Release dated May 3, 2002
EX-16 3 f00377ex16.txt LETTER FROM ARTHUR ANDERSEN [LOGO OF ANDERSEN] Office of the Chief Accountant Arthur Andersen Securities and Exchange Commission Wirtschaftsprufungsgesellschaft 450 Fifth Street, N.W. Steuerberatungsgesellschaft mbH Washington, D.C. 20549 USA Mergenthalerallee 10-12 65760 Eschborn/Frankfurt/M. Postfach 53 23 65728 Eschborn/Frankfurt/M. +49 (61 96) 9 96-0 Telefon +49 (61 96) 9 96-6 00 Telefax May 6, 2002 M;\Fr-Audits\SAP034\sec-may-6-02.doc Ladies and Gentlemen, We have read paragraphs 3 to 6 included in the Form 6-K dated May 6, 2002, of SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung, to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein. Regards, Arthur Andersen Wirtschaftsprufungsgesellschaft Steuerberatungsgesellschaft mbH /s/ KLEIN FOR CHRISTOPH GROSS /s/ PHILIPP TUROWSKI Christoph Gross Philipp Turowski COPY TO: Bernhard Koller, Audit Committee, SAP AG Werner Brandt, CFO, SAP AG [ANDERSEN FOOTER] EX-99.1 4 f00377ex99-1.txt PRESS RELEASE DATED MAY 3, 2002 EXHIBIT 99.1 INVESTOR INFORMATION SAP AG Neurottstrasse 16 D-69190 Walldorf Germany Corporate Communications Phone +49 (62 27) 7- 4 63 11 Fax +49 (62 27) 7- 4 63 31 www.sap.com E-mail: press@sap.com FOR IMMEDIATE RELEASE Contact: Gundolf Moritz SAP AG +49-6227-7-44872 -or- Stefan Gruber SAP AG +1-212-653-9821 -or- Jim Prout Taylor Rafferty +1-212-889-4350 SAP ANNUAL GENERAL MEETING APPROVES DIVIDEND OF EURO 0.58 PER ORDINARY SHARE WALLDORF, GERMANY -- MAY 3, 2002 -- SAP AG (NYSE: SAP), the leading provider of e-business software solutions, today held its annual general meeting in Mannheim, Germany. All items proposed by the Supervisory Board and Executive Board were approved at the meeting by more than 97 percent of the represented voting capital. A dividend in the amount of Euro 0.58 per ordinary share will be paid to SAP shareholders. Furthermore, the annual general meeting also approved the new stock option plan, SAP SOP (Stock Options Plan), as well as the extension of the share buy back program, which authorizes SAP to repurchase up to 30 million SAP ordinary shares. The new Supervisory Board was approved by more than 97.95 percent of the represented voting capital. In contrast to the original proposal to continue with Arthur Andersen as the external auditor, the Supervisory Board proposed KPMG to act as auditor for the fiscal year 2002, which was approved. Dietmar Hopp, Chairman of the Supervisory Board, commented that this decision was based on the recent and unexpected split-up of Arthur Andersen's international organization. ABOUT SAP SAP is the world's leading provider of e-business software solutions. Through the mySAP.com(R) 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 17,000 companies in over 120 countries run more than 44,500 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) -----END PRIVACY-ENHANCED MESSAGE-----