Federal Republic of Germany | Not Applicable | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Proposed Maximum | Proposed Maximum | Amount of | ||||||||||||||||||||
Amount to be | Offering Price | Aggregate Offering | Registration | |||||||||||||||||||
Title of Securities to be Registered | Registered(1) | Per Share(2) | Price(2) | Fee(2) | ||||||||||||||||||
Ordinary Shares of SAP AG, without nominal
value
|
2,364,000 | $ | 63.72 | $ | 150,634,080.00 | $ | 17,488.62 | |||||||||||||||
(1) | The number of Ordinary Shares being registered also includes an indeterminate number of Ordinary Shares that may be offered and issued as a result of stock splits, stock dividends or similar anti-dilution adjustments of the outstanding Ordinary Shares in accordance with Rule 416 of the Securities Act of 1933, as amended (the Securities Act). | |
(2) | Estimated in accordance with Rule 457(h)(1) and Rule 457(c) under the Securities Act, solely for the purpose of computing the registration fee, based upon the average of the high and low price per Ordinary Shares reported on Xetra, the electronic trading platform of Deutsche Boerse AG, on April 28, 2011 translated into U.S. dollars at an exchange rate of 1 to $1.4794, the euro foreign exchange reference rate as published by the European Central Bank on that date. |
(a) | The Registrants Annual Report on Form 20-F for the fiscal year ended December 31, 2010, filed with the Commission on March 18, 2011; | ||
(b) | All other reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act) since December 31, 2010, including any reports on Form 6-K, including without limitation the Registrants reports on Form 6-K, furnished to the Commission on January 14, 2011, January 27, 2011, February 14, 2011, March 21, 2011, March 30, 2011, April 11, 2011, April 18, 2011, April 27, 2011 and April 28, 2011; and | ||
(c) | The description of the Registrants Ordinary Shares contained in the Registrants Registration Statement on Form 8-A, filed with the Commission on May 3, 2001, including any amendment or report filed for the purpose of updating such description. |
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Exhibit | Description | |
4.1
|
Articles of Incorporation (Satzung) of SAP AG, as amended as of November 17, 2010.(1) | |
4.2
|
Share Matching Plan.(2) | |
5.1
|
Opinion of Michael Junge of the Registrants Corporate Legal Department as to the legality of the Ordinary Shares covered by this Registration Statement. | |
23.1
|
Consent of Michael Junge (included in Exhibit 5.1). | |
23.2
|
Consent of KPMG AG Wirtschaftsprüfungsgsellschaft, Independent Registered Public Accounting Firm. | |
24.1
|
Powers of Attorney (included on the signature page of this Registration Statement). |
(1) | Incorporated by reference to Exhibit 1 to SAP AGs Annual Report on Form 20-F filed with the Commission on March 18, 2011. | |
(2) | Incorporated by reference to Exhibit 4.2 to SAP AGs Current Report on Form 6-K filed with the Commission on April 27, 2011. |
(a) | The undersigned Registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; | ||
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; and | ||
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. | |||
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and | ||
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrants Annual Report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans Annual Report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | |
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
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SAP AG (Registrant) |
||||
By: | /s/ Bill McDermott | |||
Bill McDermott | ||||
Co-Chief Executive
Officer |
||||
By: | /s/ Jim Hagemann Snabe | |||
Jim Hagemann Snabe | ||||
Co-Chief Executive
Officer |
||||
By: | /s/ Dr. Werner Brandt | |||
Dr. Werner Brandt | ||||
Chief Financial
Officer |
||||
Signatures | Title | Date | ||
/s/ Bill McDermott
|
Co-Chief Executive Officer and Member of the Executive Board | April 28, 2011 | ||
Bill McDermott
|
(principal executive officer) | |||
/s/ Jim Hagemann Snabe
|
Co-Chief Executive Officer and Member of the Executive Board | April 28 , 2011 | ||
Jim Hagemann Snabe
|
(principal executive officer) | |||
/s/ Dr. Werner Brandt
|
Chief Financial Officer and Member of the Executive Board | April 28, 2011 | ||
Dr. Werner Brandt
|
(principal financial and accounting officer) | |||
/s/
Dr. Angelika Damman
|
Chief Human Resources Officer and Member of the Executive Board | April 28, 2011 | ||
Dr. Angelika Damman
|
||||
/s/ Gerhard Oswald
|
Chief Operating Officer and Member of the Executive Board | April 28, 2011 | ||
Gerhard Oswald |
||||
/s/ Vishal Sikka
|
Chief Technology Officer and Member of the Executive Board | April 28 , 2011 | ||
Vishal Sikka |
||||
/s/ Wendy Boufford
|
Authorized U.S. Representative | April 28, 2011 | ||
Wendy Boufford |
4
Exhibit | Description | |
4.1
|
Articles of Incorporation (Satzung) of SAP AG, as amended as of November 17, 2010.(1) | |
4.2
|
Share Matching Plan.(2) | |
5.1
|
Opinion of Michael Junge of the Registrants Corporate Legal Department as to the validity of the Ordinary Shares covered by this Registration Statement. | |
23.1
|
Consent of Michael Junge (included in Exhibit 5.1). | |
23.2
|
Consent of KPMG AG Wirtschaftsprüfungsgsellschaft, Independent Registered Public Accounting Firm. | |
24.1
|
Powers of Attorney (included on the signature page of this Registration Statement). |
(1) | Incorporated by reference to Exhibit 1 to SAP AGs Annual Report on Form 20-F filed with the Commission on March 18, 2011. | |
(2) | Incorporated by reference to Exhibit 4.2 to SAP AGs Current Report on Form 6-K filed with the Commission on April 27, 2011. |
5
2
/s/ KPMG AG | ||||
Wirtschaftsprüfungsgesellschaft | ||||
1