0001181431-12-011177.txt : 20120223
0001181431-12-011177.hdr.sgml : 20120223
20120223160225
ACCESSION NUMBER: 0001181431-12-011177
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120221
FILED AS OF DATE: 20120223
DATE AS OF CHANGE: 20120223
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SuccessFactors, Inc.
CENTRAL INDEX KEY: 0001402305
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 943398453
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1500 FASHION ISLAND BLVD., SUITE 300
CITY: SAN MATEO
STATE: CA
ZIP: 94404
BUSINESS PHONE: (650) 645-2000
MAIL ADDRESS:
STREET 1: 1500 FASHION ISLAND BLVD., SUITE 300
CITY: SAN MATEO
STATE: CA
ZIP: 94404
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SAP AG
CENTRAL INDEX KEY: 0001000184
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
STATE OF INCORPORATION: 2M
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33755
FILM NUMBER: 12633866
BUSINESS ADDRESS:
STREET 1: DIETMAR-HOPP-ALLEE 16
CITY: WALLDORF
STATE: 2M
ZIP: 69190
BUSINESS PHONE: 0114962277
MAIL ADDRESS:
STREET 1: DIETMAR-HOPP-ALLEE 16
CITY: WALLDORF
STATE: 2M
ZIP: 69190
FORMER NAME:
FORMER CONFORMED NAME: SAP AKTIENGESELLSCHAFT SYSTEMS APPLICATIONS PRODUCTS IN DATA
DATE OF NAME CHANGE: 19960807
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SAP America, Inc.
CENTRAL INDEX KEY: 0001319085
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33755
FILM NUMBER: 12633867
BUSINESS ADDRESS:
STREET 1: 3999 WEST CHESTER PIKE
CITY: NEWTOWN SQUARE
STATE: PA
ZIP: 19073
BUSINESS PHONE: 610-661-1000
MAIL ADDRESS:
STREET 1: 3999 WEST CHESTER PIKE
CITY: NEWTOWN SQUARE
STATE: PA
ZIP: 19073
4
1
rrd335389.xml
FORM 4
X0304
4
2012-02-21
0
0001402305
SuccessFactors, Inc.
NYSE: SFSF
0001000184
SAP AG
DIETMAR-HOPP-ALLEE 16
WALLDORF
2M
69190
GERMANY
0
0
1
0
0001319085
SAP America, Inc.
3999 WEST CHESTER PIKE
NEWTOWN SQUARE
PA
19073
0
0
1
0
Common Stock
2012-02-21
4
P
0
965074
40
A
77227139
D
Common Stock
2012-02-22
4
P
0
3796704
40
A
81023843
D
Common Stock
2012-02-22
4
J
0
4519348
40
A
1000
D
This form is a joint filing by SAP AG and SAP America, Inc., a wholly-owned subsidiary of SAP AG ("SAP America").
This Form 4 relates to shares of common stock of SuccessFactors, Inc. ("SuccessFactors"), par value $0.001 per share (the "Shares"). Through a wholly-owned subsidiary, Saturn Expansion Corporation (the "Purchaser"), SAP AG and SAP America commenced a tender offer for all of the issued and outstanding Shares (the "Offer") pursuant to the Tender Offer Statement on Schedule TO, as amended or supplemented, initially filed with the U.S. Securities and Exchange Commission on December 16, 2011 by SAP AG, SAP America and the Purchaser (the "Schedule TO").
Reflects Shares tendered pursuant to notices of guaranteed delivery for which payment was settled on February 21, 2012.
Reflects the sum of (a) tendered Shares that were accepted for payment following the expiration of the Offer (excluding shares subject to guaranteed delivery procedures), and (b) the Shares referenced in (3) above.
Reflects Shares tendered pursuant to notices of guaranteed delivery for which payment was settled on February 22, 2012.
Reflects the sum of the Shares referenced in (4) and (5) above.
Reflects all of the outstanding Shares not tendered in the Offer, which may be deemed to have been acquired by SAP AG and SAP America pursuant to the consummation of a "short-form merger" under Delaware law as described in the Schedule TO (the "Merger"). At the effective time of the Merger, these Shares were cancelled and ceased to exist.
Prior to the Merger, SAP America held 1000 shares of the common stock, par value $0.01 per share, of the Purchaser (the "Purchaser Shares"), which represented all of the issued and outstanding capital stock of the Purchaser. At the effective time of, and as a result of, the Merger, SAP America became the owner of 100% of the equity interest in SuccessFactors.
/s/ Michael Ploetner, Authorized Signatory of SAP AG
2012-02-23
/s/ Wendy Boufford, Authorized Signatory of SAP AG
2012-02-23
/s/ Wendy Boufford, Authorized Signatory of SAP America, Inc.
2012-02-23