UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported)
(Exact name of Registrant as specified in its charter)
| | | | | |
| Republic of France | | 0-24720 | | 98-0355777 |
| |
| (State or other jurisdiction of | | (Commission File Number) | | (I.R.S. Employer |
| incorporation) | | | | Identification Number) |
157-159 Rue Anatole France, 92300 Levallois-Perret,
France
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition.
The information provided under Item 2.02 in this Form 8-K and in Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
On April 26, 2006, Business Objects S.A., (the “Company”) issued a press release and is holding a conference call announcing its financial results for the three months ended March 31, 2006. A copy of this press release is furnished as Exhibit 99.1 to this Form 8-K.
The Company is making reference to non-GAAP financial information in both the press release and on the conference call. A reconciliation of non-GAAP financial measures contained in the press release to the comparable US GAAP financial measures is contained in the attached press release, and a reconciliation of this and other non-GAAP financial information provided on the conference call is contained on the Company’s Investor Relations web page atwww.businessobjects.com.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 20, 2006, the board of directors of the Company amended Article 6 of the Amended and Restated Bylaws (the “Amended Bylaws”). The Amended Bylaws became effective April 20, 2006. The Amended Bylaws increase the Company’s stated share capital to €9,540,019.20 from a stated share capital of €9,537,019.20. This increase is a result of the issuance of shares following the exercise of share warrants. Pursuant to French law, changes in a company’s stated share capital must be reflected in such company’s bylaws.
The preceding summary is not intended to be complete, and is qualified in its entirety by reference to the full text of the Amended Bylaws attached hereto as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01 Other Events.
A copy of the financial statements from the press release is filed as Exhibit 99.2 to this Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
| | | |
| Exhibit Number | | Description |
| 3.1 | | Amended and Restated Bylaws of Business Objects S.A., as amended April 20, 2006 (English translation). |
| |
| 99.1* | | Press release dated April 26, 2006. |
| |
| 99.2 | | Financial Statements from press release dated April 26, 2006. |
| |
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SIGNATURE
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 hereunto duly authorized.
Date: April 26, 2006
| | | | | |
| | BUSINESS OBJECTS S.A.
| |
| | By: | /s/ James R. Tolonen | |
| | | James R. Tolonen | |
| | | Chief Financial Officer and Senior Group
Vice President | |
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EXHIBIT INDEX
| | | |
| Exhibit Number | | Description |
| 3.1 | | Amended and Restated Bylaws of Business Objects S.A., as amended April 20, 2006 (English translation). |
| |
| 99.1* | | Press release dated April 26, 2006. |
| |
| 99.2 | | Financial Statements from press release dated April 26, 2006. |
| |
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