UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Commerce One, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
200693 10 9
(CUSIP Number)
Torsten M. Geers, Esq.
SAP America, Inc.
3999 West Chester Pike
Newtown Square, PA 19073
(610) 610-1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 30, 2002
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 200693 10 9
1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only).
SAP Aktiengesellschaft Systeme, Anwendungen, Produkte in der
Datenverarbeitung; IRS No. 98-0339015
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Source of Funds (See Instructions) WC
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
6. Citizenship or Place of Organization Federal Republic of Germany
Number of 7. Sole Voting Power :
Shares
Beneficially 5,831,481 shares of common stock (see Items 4 and 5)
Owned by
Each 8. Shared Voting Power
Reporting
Person 9. Sole Dispositive Power
With
5,831,481 shares of common stock (see Items 4 and 5)
10. Shared Dispositive Power
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,831,481 shares of common stock (see Items 4 and 5)
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13. Percent of Class Represented by Amount in Row (11)
Approximately 19.92% of common stock (see Items 4 and 5)
14. Type of Reporting Person (See Instructions)
CO
This Amendment No. 2 ("Amendment") amends the Schedule 13D filed on August 16,
2001 (the "Schedule 13D"), and Amendment No. 1 to the Schedule 13D, filed on
January 31, 2003 ("Amendment No. 1") by SAP Aktiengesellschaft Systeme,
Anwendungen, Produkte in der Datenverarbeitung ("SAP AG") with respect to the
shares of common stock, par value $0.0001 ("Common Stock") of Commerce One, Inc.
(the "Issuer"), as follows:
Item 5. Interest in Securities of the Issuer.
SAP AG beneficially owns 5,831,481 shares of Common Stock, including 1,749,444
shares of Common Stock that SAP AG will acquire upon termination of the Master
Agreement for Securities Loan Transactions dated December 16, 2002 and related
Transaction Confirmation dated December 23, 2002 (collectively, the "Agreement")
between SAP AG and HSBC Trinkaus and Burkhardt KGaA, a German bank (the
"Borrower"). SAP AG has the right to terminate the Agreement at any time upon
three business days prior notice to the Borrower (the notice period will be
extended by one business day if notice is received by the Borrower after 3:00
p.m. local time at the Borrower's location). In the event that the Agreement is
not terminated by either party, it will automatically terminate on December 30,
2003. The 5,831,481 shares beneficially owned by SAP AG represent approximately
19.92% of the Issuer's Common Stock based on 29,276,716 shares of Common Stock
outstanding as of March 3, 2003, as reported by the Issuer in its Annual Report
on Form 10-K for the fiscal year ended December 31, 2002. SAP AG has sole voting
and dispositive power with respect to 4,082,037 shares and, following
termination of the Agreement, will have sole voting and dispositive power over
the 1,749,444 shares subject to the Agreement. The voting and disposition of the
shares of Common Stock of the Issuer owned by SAP AG are subject in certain
respects to limitations under the Standstill Agreement and the Investor Rights
Agreement as described in Item 4 of the Schedule 13D.
The share numbers addressed in this Amendment reflect the issuer's 1-for-10
reverse stock split effected on September 17, 2002.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: May 13, 2003 SAP AKTIENGESELLSCHAFT SYSTEME,
ANWENDUNGEN,PRODUKTE IN DER
DATENVERARBEITUNG
By: /s/ Werner Brandt
-----------------------
Werner Brandt
Chief Financial Officer