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
November 16, 2006
Commission
file number: 1-14251
SAP AG
(Exact name of registrant as specified in its charter)
SAP
CORPORATION
(Translation of registrant’s name into English)
Dietmar-Hopp-Allee 16
69190 Walldorf
Federal Republic of Germany
(Address of principal executive offices)
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 þ Form 40-F o
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 o No þ
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82- .
TABLE OF CONTENTS
SAP AG
FORM 6-K
On November 15, 2006, SAP AG, a stock corporation organized under the laws of the Federal Republic
of Germany (“SAP”), filed a quarterly report with Deutsche Boerse AG for the third quarter ended
September 30, 2006 (the “Quarterly Report”). The Quarterly Report is attached as Exhibit 99.1
hereto and incorporated by reference herein.
This Quarterly Report discloses certain non-GAAP measures. These measures are not prepared in
accordance with generally accepted accounting principles and are, therefore, considered non-GAAP
financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s
performance, financial position, or cash flows that either excludes or includes amounts that are
not normally excluded or included in the most directly comparable measure calculated and presented
in accordance with GAAP.
Please refer to page 2 of the Quarterly Report for further information regarding the non-GAAP
measures.
As used herein, “GAAP” refers to generally accepted accounting principles in the United States.
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 SAP are intended to
identify such forward-looking statements. SAP 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 SAP’s future financial results are discussed more fully in SAP’s filings with the
U.S. Securities and Exchange Commission (the “SEC”), including SAP’s most recent Annual Report on
Form 20-F for 2005 filed with the SEC. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates.
2
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 AG |
|
|
| |
|
(Registrant) |
|
|
|
|
|
|
|
|
|
|
|
| |
|
By: |
|
/s/ Henning Kagermann |
|
|
| |
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Prof. Dr. Henning Kagermann
|
|
|
|
|
|
|
Title:
|
|
Chairman and CEO |
|
|
|
|
|
|
|
|
|
|
|
| |
|
By: |
|
/s/ Werner Brandt |
|
|
| |
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Dr. Werner Brandt |
|
|
|
|
|
|
Title:
|
|
CFO |
|
|
Date: November 16, 2006
4