S-8

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SAP AKTIENGESELLSCHAFT SYSTEME,
ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG
(Exact name of registrant as specified in its charter)

Federal Republic of Germany
(State or other jurisdiction of
incorporation or organization) Inapplicable
(I.R.S. employer identification no.)

Neurottstrasse 16
69190 Walldorf
Federal Republic of Germany
(Address, including zip code, of registrant’s principal executive offices)

SAP Stock Option Plan 2002
(Full title of the plan)

Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
302-658-7581
(Name and address including telephone number and area code, of agent for service)

Copies to:

Peter Harwich, Esq.
Allen & Overy
1221 Avenue of the Americas
New York, NY 10020
(212) 610-6300 Brad C. Brubaker
SAP America, Inc.
3999 West Chester Pike
Newtown Square, PA 19073

CALCULATION OF REGISTRATION FEE

Title of securities	Amount to be			Proposed maximum			Proposed maximum		Amount of
to be registered	registered			offering price per security			aggregate offering price		registration fee
Ordinary Shares		4,000,000	(1)	$	97.02	(2)	$	388,067,260	$	35,702.19

(1)   Represents the maximum number of Ordinary Shares issuable to U.S. Persons upon the exercise of stock options under the Plan based on shares available for future grants. In addition, pursuant to Rule 416(a), this Registration Statement also covers such indeterminate number of additional Ordinary Shares as is necessary to eliminate any dilutive effect of any future stock split, stock dividend or similar transaction.

(2)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h), based on the average high and low prices reported on Xetra, the trading system of Frankfurt Stock Exchange on January 10, 2003, converted to U.S. dollars based on a currency translation of Euro 0.9492 per $1.00, the Noon Buying Rate on January 10, 2003.

TABLE OF CONTENTS

PART I   INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
	ITEM 1.   PLAN INFORMATION.*/
	ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*/
PART II   REGISTRANT INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.
	ITEM 4.   DESCRIPTION OF SECURITIES.
	ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.
	ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.
	ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.
	ITEM 8.   EXHIBITS.
	ITEM 9.   UNDERTAKINGS.
SIGNATURES
INDEX TO EXHIBITS
Terms of Stock Option Plan
Opinion of SAP Legal Counsel
Statement Regarding Auditors Consent

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.   PLAN INFORMATION.*/

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*/

*/   Pursuant to Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”), documents containing the information specified in Part I of Form S-8 will be sent or given to each person resident in the United States who participates in the Plan. Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute the Section 10(a) prospectus.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, as filed or furnished by SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung, a German stock corporation (the “Company”), with or to the U.S. Securities and Exchange Commission (the “Commission”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference in this Registration Statement and made a part hereof:

     (a)   The Company’s Annual Report on Form 20-F, filed with the Commission on March 28, 2002, for the year ended December 31, 2001;

     (b)   The Company’s Reports of Foreign Private Issuer on Form 6-K, furnished to the Commission on April 3, 2002, April 23, 2002, May 6, 2002, May 28, 2002, July 11, 2002, July 19, 2002, July 30, 2002, August 9, 2002, September 3, 2002, September 30, 2002, October 17, 2002, November 8, 2002 and January 9, 2003; and

     (c)   The description of the Company’s Ordinary Shares contained in the Company’s 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.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and, to the extent, if any, designated therein, certain reports on Form 6-K furnished by the Company to the Commission subsequent to the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in any document, all

or a portion of which is incorporated by reference herein, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained or incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.   DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not Applicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

A German stock corporation may only indemnify members of its Executive Board or its Supervisory Board in limited circumstances. A German stock corporation may purchase directors’ and officers’ insurance. The Company maintains liability insurance for members of its Supervisory Board and members of its Executive Board in connection with their activities on the Company’s behalf, including against liabilities under the Securities Act and the Exchange Act. With the exception of this liability insurance, there are no statutes, charters, provisions, by-laws, contracts or other arrangements under which any director or officer of the Company is insured or indemnified in any manner against liability which he may incur in his capacity as such.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.   EXHIBITS.

The following is a list of exhibits filed as part of this Registration Statement:

Exhibit
Number	Exhibit
4.1	Option Terms Applying to the Stock Options with Subscription Rights to Ordinary Shares for the SAP Stock Option Plan 2002.
5.1	Opinion of Michael Junge of the SAP AG 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	Disclosure pursuant to Rule 437a in lieu of consent of ARTHUR ANDERSEN Wirtschaftspruefungsgesellschaft Steuerberatungsgesellschaft mbH.
24.1	Power of Attorney (set forth on the signature page of this Registration Statement).

ITEM 9.   UNDERTAKINGS.

(a)   The Company 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;

          (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 required 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 Company pursuant to Section 13 or 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.

     (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 Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or 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 Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the 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 Company 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.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Walldorf, Germany, on January 15, 2003.

SAP AKTIENGESELLSCHAFT SYSTEME, ANWENDUNGEN, PRODUKTE IN DER DATENVERARBEITUNG
By:	/s/  Henning Kagermann
	Name: Prof. Dr. Henning Kagermann Title:   Co-Chairman and CEO
By:	/s/  Werner Brandt
	Name: Dr. Werner Brandt Title:   Chief Financial Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Prof. Dr. Henning Kagermann, Dr. Werner Brandt and Michael Junge, and each of them (with full power in each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all subsequent registration statements pursuant to Instruction E of Form S-8 under the Securities Act, and any or all amendments (including post-effective amendments) to this Registration Statement or any such subsequent registration statement, and to file such subsequent registration statements and such amendments, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signatures	Titles	Dates
/s/ Hasso Plattner Prof. Dr. h.c. Hasso Plattner	Co-Chairman of the Executive Board (Co-Principal Executive Officer)	January 15, 2003
/s/ Henning Kagermann Prof. Dr. Henning Kagermann	Co-Chairman of the Executive Board (Co-Principal Executive Officer)	January 15, 2003
/s/ Werner Brandt Dr. Werner Brandt	Principal Accounting Officer	January 15, 2003
/s/ Peter Zencke Dr. Peter Zencke	Member of the Executive Board	January 15, 2003
/s/ Claus Heinrich Prof. Dr. Claus Heinrich	Member of the Executive Board	January 15, 2003
/s/ Gerhard Oswald Gerhard Oswald	Member of the Executive Board	January 15, 2003
/s/ Shai Agassi Shai Agassi	Member of the Executive Board	January 15, 2003
/s/ Leo Apotheker Leo Apotheker	Member of the Executive Board	January 15, 2003
/s/ William R. McDermott William R. McDermott	Authorized Representative in the United States	January 15, 2003

INDEX TO EXHIBITS

Exhibit
Number	Exhibit
4.1	Option Terms Applying to the Stock Options with Subscription Rights to Ordinary Shares for the SAP Stock Option Plan 2002.
5.1	Opinion of Michael Junge 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	Disclosure pursuant to Rule 437a in lieu of consent of ARTHUR ANDERSEN Wirtschaftspruefungsgesellschaft Steuerberatungsgesellschaft mbH.
24.1	Power of Attorney (set forth on the signature page of this Registration Statement).

EX-4.1 3 f00494exv4w1.htm TERMS OF STOCK OPTION PLAN

EXHIBIT 4.1

Option Terms
Applying to the
Stock Options with Subscription Rights to Ordinary Shares
for the SAP Stock Option Plan 2002

Preamble

Subject as is set forth in the resolution of the General Meeting of Shareholders and subject to the approval of the Supervisory Board, the General Meeting of Shareholders of SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung, Walldorf (SAP AG) of May 03, 2002 authorized the Executive Board to issue stock options for the SAP Stock Option Plan 2002 not later than April 30, 2007. The option terms applying to these stock options are as set forth below.

Article 1
General provisions

The stock options shall be represented by one or more global certificates. The global certificates shall bear the signatures of two members of the SAP AG Executive Board and that of the Chairperson of the SAP AG Supervisory Board, and a check signature. The global certificates shall be deposited with Clearstream Banking AG. Rights to the provision of individual certificates are excluded.

Article 2
Subscription rights

(1)	Subject as is set forth below, stock option holders shall have the right to subscribe for voting bearer SAP AG ordinary shares until the expiration of the five-year period defined in article 3 (1) below. Each stock option entitles its holder to purchase one SAP AG ordinary share, the consideration for which shall be the payment of the exercise price as detailed in article 5 below.
(2)	The new ordinary shares are eligible for dividends from the beginning of the first fiscal year for which no resolution of the General Meeting of Shareholders for the appropriation of retained earnings had been adopted before the time at which the subscription right was exercised.

(3) The subscription rights are secured by the Contingent Capital approved by the SAP AG General Meeting of Shareholders on May 03, 2002. SAP AG as optioner is entitled, at SAP AG’s option, to satisfy the subscription right by issuing to the option holder treasury shares rather than new shares pursuant to the Contingent Capital and the option holder shall accept, at SAP AG’s option, treasury shares or new shares pursuant to the Contingent Capital in satisfaction of the option holder’s subscription right. To the extent option holders are management members or selected executives and other top performers of Group Companies, subscription rights may at SAP AG’s option also be satisfied by having shares in SAP AG transferred to the option holders by a credit institution acting under an agreement with SAP AG instead of by issuing to the option holders new shares pursuant to the Contingent Capital, and the option holder shall accept, at SAP AG’s option, shares in SAP AG transferred to the option holders by a credit institution instead of shares pursuant to the Contingent Capital or treasury shares in satisfaction of the option holder’s subscription right.

Article 3
Term, vesting periods, exercise times, exercise days

(1)	The term of the stock options shall be five years. They lapse five years after their Issue Date as defined herein. Irrespective of the time when the stock options are secured and posted to the securities account of their holders, the Issue Date shall be deemed to be and is defined as the day on which SAP AG or the credit institution acting for SAP AG accepts the option acceptance notice of the person who is entitled under SAP Stock Option Plan 2002.
(2)	Subscription rights do not vest and cannot be exercised until a vesting period has elapsed. The vesting period of an option holder’s subscription rights ends two years after the Issue Date of that holder’s options. Each subscription right associated with a stock option is exercisable only in whole. Exercise of part of a subscription right is excluded.
(3)	Subscription rights cannot be exercised during the following periods: (i) between the sixteenth day of the last month of a fiscal quarter and the day on which SAP announces the provisional results for that quarter (inclusive) and (ii) between March 16 in any year and the day of the SAP Annual General Meeting of Shareholders (inclusive). Further, subscription rights cannot be exercised during the period between the day SAP AG publishes, in one of the journals recognized by the Frankfurt stock exchange for that purpose, a subscription offer for new shares or bonds with

conversion or subscription rights for SAP AG shares, until the last day of the subscription term, inclusive, provided that for the purposes of this provision an offer under the SAP Stock Option Plan 2002 or successor participation programs that excludes shareholder preemptive rights shall not be a subscription offer for new shares or bonds with conversion or subscription rights for SAP AG shares.

(4)

Within the permitted periods for subscription right exercised in accordance with (2) and (3), subscription rights can be exercised with effect on January 30, February 15, March 10, May 15, June 10, July 30, August 15, September 10, October 30, November 15, and December 10 (Exercise Days) in any year only. If the Exercise Day falls on a Saturday or Sunday, or on a public holiday at the domicile (registered office) of the issuing office, the Exercise Day shall be the next following bank business day at the domicile (registered office) of the issuing office.

Article 4
Exercise notice

(1)

To exercise their subscription right, option holders must submit an exercise notice using the form provided by SAP AG; the exercise notice may be submitted by fax or e-mail or intranet or comparable electronic communications system provided that the written original signed exercise notice required pursuant to the German Stock Corporation Act, section 198, is received in duplicate at the domicile (registered office) of the issuing office not later than 6 P.M. local time on the last bank business day before the Exercise Day. The option holder can authorize the issuing office to submit the exercise notice required pursuant to the German Stock Corporation Act, section 198, in his or her name.

(2)

Exercise notices must be received by the issuing office not later than 6 P.M. local time on the seventh calendar day prior to the Exercise Day. Exercise notices received after this deadline shall be disregarded and shall not take effect as exercise notices for the next available Exercise Day. If the seventh calendar day prior to the Exercise Day is not a bank business day at the domicile (registered office) of the issuing office, an exercise notice shall be deemed to have been received in good time if it is received not later than 6 P.M. on the next following bank business day at the domicile (registered office) of the issuing office. Following payment of the exercise price, the shares to be issued or to be transferred in satisfaction of the exercise of subscription rights shall be delivered by way of deposit credit in the Clearstream Banking AG clearing system or realized in favor of the option holder, as instructed in the exercise notice. The exercise price is payable to SAP AG on the Exercise Day.

(3)	The option holder can revoke his or her exercise notice in whole, subject to the following provisions. The revocation must be effected using a form provided by SAP AG, which may be submitted by fax or e-mail or intranet or comparable electronic communications system. The revocation notice must be received at the domicile (registered office) of the issuing office not later than 6 P.M. local time on the last bank business day before the Exercise Day. The revocation takes effect only if, on the last bank business day at the domicile (registered office) of the issuing office before the Exercise Day, the SAP AG ordinary share closing auction price in the Frankfurt stock exchange Xetra trading system (or its successor system) is 20% or more below the SAP AG ordinary share closing auction price in the Frankfurt stock exchange Xetra trading system (or its successor system) on the Comparator Day. The Comparator Day is the last day for effective receipt of the exercise notice under (2). If no closing auction price for the SAP AG ordinary share is determined in the Frankfurt stock exchange Xetra trading system (or its successor system) on that day, the Comparator Day shall be the last day on which a closing auction price is determined in the Frankfurt stock exchange Xetra trading system (or its successor system) for the SAP AG ordinary share before the last day for effective receipt of the exercise notice under (2).
(4)	If SAP AG satisfies subscription rights granted under the Stock Option Plan 2002 with treasury shares or if SAP AG instructs a credit institution to satisfy the subscription rights, the exercise notice shall be construed as being properly dischargeable in either or both of such manners, as the case may be.
(5)	The issuing office and the credit institution that may be instructed to satisfy subscription rights is Deutsche Bank Gruppe, Frankfurt am Main, Germany.

Article 5
Exercise price

(1)

The exercise price for one ordinary SAP AG share shall be 110% of the base price. The base price for any stock option shall be the arithmetic mean SAP share closing auction price in the Frankfurt stock exchange Xetra trading system (or its successor system) over the five business days immediately before the Issue Date of that stock option. These provisions notwithstanding, the exercise price shall be not less than the closing auction price on the day before the Issue Date.

(2)

If, during the term of the stock options, the capital stock of SAP AG is increased by the issue of new shares or the sale by SAP AG of its own shares, or bonds are issued carrying conversion

	rights or options for SAP AG shares, and holders of ordinary shares are granted preemptive rights, then the exercise price shall be reduced to reflect the ratio between the average price of the ordinary shareholders’ preemptive rights over all of the days on which the preemptive rights were traded on the Frankfurt stock exchange, and the SAP AG ordinary share closing price in the Frankfurt stock exchange Xetra trading system (or its successor system) on the last trading day before the exercise of the subscription rights. Such a reduction shall not be applied if the stock option holders are afforded subscription rights that are equivalent to the preemptive rights enjoyed by the ordinary shareholders.
(3)	These provisions notwithstanding, the minimum exercise price shall in all cases be the lowest issue price within the meaning of the German Stock Corporation Act, article 9 (1).
(4)	The exercise price is also subject to adjustment in the event of capital restructuring during the term of the stock option as follows:
	If the SAP AG capital stock is increased from corporate funds by issuing new shares, the stock option holder’s entitlement to acquire new shares by exercising the subscription rights increases proportionately, and the exercise price per share reduces in the same proportion. If capital stock is increased from SAP AG’s reserves without issuing new shares (German Stock Corporation Act, section 207 (2) (sentence 2)) the subscription right under the stock options and the exercise price shall remain unchanged. If the SAP AG capital stock is reduced, a stock option holder’s entitlement to acquire new shares by exercising the subscription rights decreases proportionately, and the exercise price per share increases in the same proportion. The same provisions apply analogously in the event of a splitting or amalgamation of shares.
(5)	If an adjustment is made in accordance with these provisions, fractional shares shall not be issued to satisfy subscription rights; fractional entitlements shall be settled through payment of their cash equivalent once the fractional shares have been consolidated by the issuing office and sold on the best available terms for the benefit of the bond holders.
(6)	SAP AG shall notify the stock option holders as provided in article 8 (4) without delay of any adjustment made in accordance with the foregoing provisions.

Article 6
Nonnegotiability

(1)

Except in the case of death, the stock options are not negotiable. Holders of the associated subscription rights may only exercise those rights while they are employees of SAP AG or an SAP Group Company and termination notice has not been served with respect to their employment. Notwithstanding the foregoing provision, holders of subscription rights that have vested (as set forth in article 3 (2)) at the time when employment termination notice is served or at the time when the employment ends if it is not terminated by notice without the circumstances envisioned in (2) being applicable, may exercise their subscription rights within a grace period of three months after employment termination notice is served or the employment ends, subject to the provisions in article 3 concerning times when subscription rights cannot be exercised. If these subscription rights are not exercised within the grace period, they lapse at the end thereof. Subscription rights that have not vested shall lapse at the time when employment termination notice is served or at the time when the employment ends if it is not terminated by notice.

(2)

In the event of death, stock options pass to the estate of the option holder. The provisions in (1) notwithstanding and subject to the provisions in article 3 concerning times when subscription rights cannot be exercised, subscription rights can be exercised by the successors not later than two years after death, provided always that the vesting period in article 3 (2) has ended before the end of those two years. At that time the stock options lapse. The same provisions apply analogously in cases of retirement, mutually agreed termination, and where the SAP Group Company through which the option holder is employed is retired from the SAP Group.

Article 7
Revocation

SAP AG may by declaration of revocation revoke the stock options during the first vesting period, thereby extinguishing the subscription rights, if during that period proceedings are brought challenging the validity of any resolution of the General Meeting of Shareholders of May 03, 2002.

Article 8
Miscellaneous provisions

(1)	These terms shall be governed by German law.
(2)	The place of performance is Walldorf, Germany.

(3)	The place of jurisdiction for all disputes arising out of the matters set forth in these option terms is Heidelberg, Germany.
(4)	All notices required to be given by SAP AG may be given, at the option of SAP AG, in writing or by e-mail to the option holders or in the German Federal Gazette.
(5)	To the extent permitted by law, all taxes, social security contributions, and other imposts arising in connection with the issue of the stock options, the exercise of subscription rights, and the assignment of subscribed shares shall be borne exclusively by the stock option holders.
(6)	If any provision in these option terms is or becomes ineffective or unenforceable in whole or in part the other provisions shall remain unaffected. Where there is a lacuna by reason of the ineffectiveness or unenforceability of a provision in these option terms an appropriate additional provision reflecting the interests of the parties shall be construed.
(7)	SAP AG reserves the right to unilaterally alter formal provisions in these Option Terms if there are proper reasons so to do. Notably, provisions that can be unilaterally altered include without limitation the provisions in article 3 (3) concerning the periods during which subscription rights can be exercised, the provisions in article 3 (4) concerning Exercise Days, the provisions in article 4 (1) and (2) concerning the form of and the time for submission of the exercise notice, the provisions in article 4 (3) concerning revocation of the exercise notice, the provisions in article 4 (5) concerning the issuing office and the credit institution that may be instructed to satisfy subscription rights, and the provisions of (4) in this present article concerning notices. SAP AG reserves the right to unilaterally alter substantive provisions in these Option Terms where such alteration is exclusively to the advantage of the option holders.

EX-5.1 4 f00494exv5w1.htm OPINION OF SAP LEGAL COUNSEL

EXHIBIT 5.1

[Letterhead SAP AG]

January 15, 2003

SAP Aktiengesellschaft Systeme, Anwendungen,
         Produkte in der Datenverarbeitung
Neurottstrasse 16
69190 Walldorf
Federal Republic of Germany

Form S-8 Registration Statement
Relating to the SAP Stock Option Plan 2002

I am the General Counsel of SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der Datenverarbeitung, a stock corporation organized under the laws of the Federal Republic of Germany (the “Company”), and I am familiar with the Company’s Stock Option Plan 2002 (the “Plan”).

Pursuant to the Plan, certain members of the Company’s executive board, certain members of the executive boards of the Company’s affiliates (verbundene Unternehmen) and selected senior managers and top performers of the Company and its affiliates (the “Participants”) will be entitled to receive stock options (the “Stock Options”), which may be exercised for Ordinary Shares as provided in the Plan Documents (as defined below).

This opinion is given in connection with the filing by the Company with the U.S. Securities and Exchange Commission of a registration statement on Form S-8 (the “Registration Statement”) pursuant to the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder (the “Rules”).

In connection therewith, I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of (i) the Registration Statement, (ii) the terms applying to the Stock Options (the “Stock Option Terms”), (iii) the Articles of Incorporation (Satzung) of the Company, (iv) an excerpt with respect to the Company from the commercial register at the local court (Amtsgericht) in Heidelberg, (v) resolutions adopted on May 3, 2002 by the shareholders of the Company authorizing, among other things, the Plan and the contingent increase of the Company’s capital stock of Euro 19,015,415 by the issuance of up to 19,015,415 Ordinary Shares (the “Resolutions”), (vi) the form of grant letter to be delivered to the Participants (the “Grant Letter”) and (vii) such other documents as I have deemed necessary or appropriate as a basis for the opinions set forth below. The Stock Option Terms, the Resolutions and the Grant Letter are referred to hereinafter as the “Plan Documents”.

In my examination, I have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies and the authenticity of the originals of such copies. As to any facts material to the opinion expressed herein which were not independently established or verified, I have relied upon statements and representations of officers and other representatives of the Company and others. Based upon and subject to the foregoing, I am of the opinion that the Ordinary Shares that may be issued upon exercise of the Stock Options, will be, when issued and paid for upon such exercise pursuant to the Plan Documents, validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the Federal Republic of Germany, and I express no opinion as to the laws of any other jurisdiction.

This opinion is delivered to you solely in connection with the Registration Statement and may not be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person or entity without my express prior written permission.

I consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules.

Very truly yours,

/s/ Michael Junge

Michael Junge
General Counsel
Director of SAP AG Corporate Legal Departmernt

EX-23.2 5 f00494exv23w2.htm STATEMENT REGARDING AUDITORS CONSENT

EXHIBIT 23.2

The Company’s consolidated financial statements for each of the years ended 2001, 2000 and 1999, included in the Company’s
Form 20-F and incorporated by reference herein, have been audited by Arthur Andersen Wirschaftspruefungsgesellschaft Steuerberatungsgesellschaft mbH (“Arthur Andersen”). On May 3, 2002, the Company dismissed Arthur Andersen as its independent public accountants and engaged KPMG Deutsche Treuhand-Gesellschaft Aktiengesellschaft Wirtschaftspruefungsgesellschaft to serve as the Company’s independent public accountants for the fiscal year 2002. After reasonable efforts, the Company has been unable to obtain Arthur Andersen’s consent to the incorporation by reference into this registration statement on Form S-8 of its audit report with respect to the Company’s financial statements referenced above.

Under these circumstances, Rule 437a under the Securities Act permits the Company to file this registration statement on Form S-8 without a written consent from Arthur Andersen. However, because Arthur Andersen has not consented to the inclusion of its report in this registration statement on Form S-8, recovery by investors may be limited on certain claims. In particular, and without limitation, purchasers of securities under this registration statement may not be able to assert claims against Arthur Andersen under Section 11(a) of the Securities Act for any untrue statements of a material fact contained in the financial statements referenced above and incorporated by reference herein or any omission of a material fact required to be stated therein. In addition, the ability of Arthur Andersen to satisfy any claims (including claims arising from Arthur Andersen’s provision of auditing and other services to the Company) may be limited as a practical matter due to recent events regarding Arthur Andersen.

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EX-4.1

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EX-5.1

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EX-23.2

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