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United States
Securities and Exchange Commission Washington, D.C. 20549
 Form 10-K/A (AMENDMENT NO. 1)
 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the Year Ended December 31, 2003 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934  Commission File Number 0-24720 BUSINESS OBJECTS S.A. (Exact name of registrant as specified in its charter) The Republic of France
(Jurisdiction of incorporation or organization)
    
    98-0355777
I.R.S. Employer Identification Number
 157-159 Rue Anatole France, 92300 Levallois-Perret, France (Address of principal executive offices) (408) 953-6000 (Registrants telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Title of each class:
    
    Name of each exchange on which registered:American depositary shares, each
representing one ordinary share
Ordinary shares
    
    Nasdaq National Market*Premier MarchéEuronext Paris, France
 * Ordinary shares are not traded in the United States; rather they are
deposited with The Bank of New York, as Depository. Each American depository
share represents one ordinary share. Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None




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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
þ Yes o No Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. þ Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934).
þ Yes
o No As of June 30, 2003, the last business day of our most recently completed
second fiscal quarter, there were 64,254,597 ordinary shares of 0.10
nominal value issued (including 27,989,566 American depositary shares, each
corresponding to one ordinary share, and 1,067,675 treasury shares). The
aggregate market value of our ordinary shares held by non-affiliates, based
upon the closing sale price of our American depositary shares on June 30, 2003
as reported on the Nasdaq National Market, was $1,342,335,226. Ordinary shares
and American depositary shares held by each of our officers and directors and
by each person owning, to our knowledge, 5% or more of our common stock were
excluded from the aggregate market value because such persons may be deemed to
be affiliates of the Company. This determination of affiliate status is not
necessarily a conclusive determination for other purposes. As of March 31, 2004, the number of issued ordinary shares was 95,250,241,
0.10 nominal value, (including 36,414,728 American depositary shares, each
corresponding to one ordinary share, and 4,997,683 of these American depository
shares being owned by Business Objects Option LLC, a indirect wholly owned
subsidiary of the Company, as well as 1,067,675 treasury shares). As of March
31, 2004, we had issued and outstanding 90,252,558 ordinary shares of 0.10
nominal value (including 31,407,045 American depositary shares, each
corresponding to one ordinary share, and 1,067,675 treasury shares). Of the
number of issued shares as of March 31, 2004, 4,997,683 represented shares
issued by us to Business Objects Option LLC. These American depository shares
owned by Business Objects Option LLC represent shares issuable upon exercise of
the options held by former Crystal Decisions optionees. As Business Objects
Option LLC is an indirect wholly owned subsidiary of the Company, the shares
are not deemed to be outstanding and will not be entitled to voting rights. In
the event any such shares are not needed to satisfy obligations under
outstanding stock options, such as if stock options expire prior to exercise,
the Company may cause such shares to be sold in the market or be used for other
corporate purposes. These shares are not considered outstanding until such time
as the option holders exercise the options. Documents Incorporated by Reference None. 2




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Trademarks References in this Form 10-K/A to the Company, Business Objects, we,
our, and us refer to Business Objects S.A. and our consolidated
subsidiaries. Business Objects, BusinessObjects, the Business Objects logo,
BusinessQuery, BusinessObjects Rapid Marts, BusinessObjects Broadcast Agent,
BusinessObjects Set Analyzer, Semantically Dynamic, WebIntelligence, Crystal
Decisions, Crystal Enterprise, Crystal Reports, Crystal Analysis, Crystal
Applications, and Knowledge Accelerator are trademarks or registered trademarks
of Business Objects S.A. in the United States and/or other countries. All other
trademarks or trade names referenced in this Form 10-K/A are the property of
their respective owners. Reporting Currency All financial information contained in this document is expressed in U.S.
dollars, unless otherwise stated. American Depositary Shares We sponsor a program that provides for the trading of our ordinary shares
in the United States in the form of American depositary shares (ADSs). Each
ADS represents one ordinary share placed on deposit with The Bank of New York,
as depositary (the Depositary) and is issued and delivered by the Depositary
through its principal office in New York City at 101 Barclay Street, New York,
New York, 10286. Under the terms of the Deposit Agreement (the Deposit
Agreement) dated September 22, 1994, as amended and restated on May 8, 1996,
December 30, 1998 and October 15, 2003, ordinary shares may be deposited with
the Paris office of BNP Paribas Securities Services, as custodian (the
Custodian), or any successor or successors to such Custodian. The Depositary
provides a variety of services to our investors. 3




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BUSINESS OBJECTS S.A. TABLE OF CONTENTS
 PagePART III.Item 10. Directors and Executive Officers of Registrant
    
    
    5Item 11. Executive Compensation
    
    
    11Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Shareholders Matters
    
    
    17Item 13. Certain Relationships and Related Transactions
    
    
    19Item 14. Principal Auditors Fees and Services
    
    
    25PART IV.Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K
    
    
    26EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
  4




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EXPLANATORY NOTES This Amendment No. 1 on Form 10-K/A (this Amendment) amends the
Companys Annual Report on Form 10-K for the year ended December 31, 2003,
originally filed on March 12, 2004 (the Original Filing). The Company is
refiling Part III to include information required by Items 10, 11, 12, 13 and
14 because the Companys definitive proxy statement will not be filed within
120 days after the end of its year ended December 31, 2003. Accordingly,
reference to the Companys Proxy Statement on the cover page has been deleted.
In addition, pursuant to the rules of the Securities and Exchange Commission,
the Company is including with this Amendment certain currently dated
certifications. Except as described above, no other changes have been made to the Original
Filing. The filing of this Form 10-K/A is not a representation that any
statements contained in items of Form 10-K other than Part III, Items 10 though
14 are true or complete as of any date subsequent to the Original Filing. 
 PART III 
 Item 10. Directors and Executive Officers of Registrant Certain Information Regarding Directors Set forth below is certain information as of April 16, 2004 regarding each
Director and nominee for Director of the Company. Name
    
    Age
    
    Principal Occupation and Business ExperienceBernard Liautaud
    
    
    41
    
    
    Chairman of the Board and Chief Executive
Officer.Mr. Liautaud is a founder of the
Company and has served as chairman of its
board and chief executive officer since its
inception in August 1990. Prior to the
founding of the Company, Mr. Liautaud was the
sales marketing manager with Oracle
Corporations French subsidiary. Mr. Liautaud
is the son-in-law of Mr. Silverman, one of
the Companys directors. Mr. Liautaud does
not hold directorships other than in
subsidiaries of Business Objects, including
Business Objects Americas, Inc., Business
Objects (U.K.) Ltd., Business Objects Schweiz
A.G., Business Objects Belux N.V., Business
Objects Deutschland GmbH, Business Objects
Iberica S.L., Set Analyzer Ltd., Business
Objects Canada Inc., Business Objects Canada
Co., Business Objects Holding Inc., Business
Objects Data Integration Inc., Business
Objects Nihon B.V., Acta Technology GmbH and
Acta Technology Ltd. Mr. Liautauds term of
office on the Companys Board of Directors
will expire at the close of the Companys
2006 annual shareholders meeting.Bernard Charlès
    
    
    46
    
    
    Chief Executive Officer of Dassault Systèmes
S.A.Mr. Charlès has been chief executive
officer of Dassault Systèmes S.A., a
worldwide leader in computer aided design,
since September 1995. From 1988 to September
1995, he was president of the Dassault
Systèmes Research & Development. Mr. Charlès
is also a director of Dassault Data Services
S.A., Dassault Systèmes Corp., Dassault
Systèmes K.K., DELMIA Corp., ENOVIA Corp.,
Solidworks Corporation, SmarTeam Corporation
Ltd. and Dassault Systèmes Canada, Inc. Mr.
Charlès joined the Companys Board of
Directors in 1998. Mr. Charlès is also a
member of the Companys audit committee and
of the Companys compensation committee. Mr.
Charlès term of office on the Companys
Board of Directors will expire at the close
of the Companys 2004 annual shareholders
meeting.
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Name
    
    Age
    
    Principal Occupation and Business ExperienceAlbert Eisenstat
    
    
    73
    
    
    Consultant and Private Investor.Mr.
Eisenstat has been a consultant and private
investor since 1993. Mr. Eisenstat was a
director and executive vice president for
corporate development and corporate secretary
of Apple Computer, Inc. from 1988 to 1993.
Mr. Eisenstat is a director of Sungard Data
Systems, Inc. and the Benham Funds of the
American Century Mutual Funds Group. Mr.
Eisenstat joined the Companys Board of
Directors in June 1995. Mr. Eisenstats term
of office on the Companys Board of Directors
will expire at the close of the Companys
2004 annual shareholders meeting.Jean-François Heitz
    
    
    54
    
    
    Consultant and Private Investor.Mr. Heitz
has served as a consultant and private
investor since June 2003. Mr. Heitz was
deputy chief financial officer at Microsoft
Corporation from April 2000 to June 2003. Mr.
Heitz joined Microsoft in 1989 as deputy
general manager, and served in a number of
different roles during his tenure, including
treasurer. Prior to Microsoft, he spent nine
years at Matra SA (Group Lagardère) in
various business and finance positions. Mr.
Heitz is a member of the board of directors
of Infowave Software, Inc., and Creo, Inc.
Mr. Heitz joined the Companys Board of
Directors in May 2003, and he also serves on
the Companys audit committee as chairman and
financial expert. Mr. Heitzs term of office
on the Companys Board of Directors will
expire at the close of the Companys 2006
annual shareholders meeting.Gerald Held
    
    
    55
    
    
    Consultant.Since 1999 Dr. Held has been a
consultant, helping accelerate the growth of
early stage ventures. In 1998, Dr. Held was
CEO-in-residence at the venture capital
firm Kleiner Perkins Caufield & Byers.
Through 1997, Dr. Held was senior vice
president of Oracles server product
division. Prior to Oracle, Dr. Held spent 18
years at Tandem Computers Incorporated. Dr.
Held is the chairman of the Board of
Directors of Software Development
Technologies, Inc. Dr. Held joined the
Companys Board of Directors in October 2002.
Dr. Held is also the chairman of the
Companys compensation committee, a member of
the Companys corporate governance committee
and a member the Companys nominating
committee. Dr. Helds term of office on the
Companys Board of Directors will expire at
the close of the Companys 2005 annual
shareholders meeting.John Olsen
    
    
    52
    
    
    President and Chief Operating Officer.Mr.
Olsen joined the Company as president and
chief operating officer in July 2001. Prior
to joining the Company, he was president and
chief executive officer of Marimba, Inc., a
provider of Internet infrastructure
management solutions, from July 2000 to
October 2000. From 1993 to January 2000, Mr.
Olsen served as president of the Design
Realization Group of Cadence Design Systems,
Inc. Before joining Cadence in 1993, Mr.
Olsen held the position of partner, Strategic
Services, at KPMG Peat Marwick. Mr. Olsen had
previously served as regional director of
sales and marketing for Electronic Data
Systems Corp. Mr. Olsen joined the Companys
Board of Directors in October 2000. Mr. Olsen
is a director of Zamba Solutions, Inc. and
Business Objects Iberica S.L. Mr. Olsen is
also president and chief operating officer of
Business Objects Americas and chief operating
officer of Business Objects Data Integration,
Inc. Mr. Olsens term of office on the
Companys Board of Directors will
 6




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Name
    
    Age
    
    Principal Occupation and Business Experienceexpire at
the close of the Companys 2006 annual
shareholders meeting.David Peterschmidt
    
    
    56
    
    
    Chief Executive Officer of Securify, Inc.
Since October 2003, Mr. Peterschmidt has
served as the chief executive officer and
co-chairman of the Board of Directors of
Securify, Inc., a developer of business
infrastructure software. Mr. Peterschmidt
served as president, chief executive officer
and a director of Inktomi, Inc., an internet
infrastructure company, from July 1996 to
March 2003, and served as chairman of the
Inktomi board from December 1997 to March
2003. From 1991 until joining Inktomi, he
served as chief operating officer and
executive vice president of Sybase, Inc., a
database company. From 1988 to 1991, Mr.
Peterschmidt was a consultant with The Kappa
Group, a management consulting firm, where he
provided senior level sales and marketing
training to a variety of companies. He
currently serves as a member of the boards of
directors of Zambeel Inc., Electronics For
Imaging, Inc., and Active Decisions, Inc. Mr.
Peterschmidt joined the Companys Board of
Directors in May 2003. Mr. Peterschmidt is
also the chairman of the Companys nominating
committee and a member of the Companys audit
committee. Mr. Peterschmidts term of office
on the Companys Board of Directors will
expire at the close of the Companys 2006
annual shareholders meeting.David Roux
    
    
    47
    
    
    Managing Member and Director of Silver Lake
Technology Management LLC.Mr. Roux is a
managing member of Silver Lake Technology
Management, which he co-founded in January
1999 and which is the advisor to Silver Lake
Partners, L.P., a private equity firm. From
February 1998 to November 1998, he served as
the chief executive officer and president of
Liberate Technologies. From September 1994
until December 1998, Mr. Roux held various
management positions with Oracle, most
recently as executive vice president of
corporate development. Before joining Oracle,
Mr. Roux served as senior vice president,
marketing and business development at Central
Point Software Inc. from April 1992 to July
1994. Mr. Roux served as a member of Crystal
Decisions Board of Directors from February
2001 to December 2003 and on its compensation
committee from May 2001 to December 2003.
From November 2000 until July 2003, Mr. Roux
also served as chairman of Seagate
Technology. Since November 2000, Mr. Roux has
served as chairman of New SAC. Mr. Roux is
also a member of the boards of directors of
VERITAS Software Corporation and a director
and member of the compensation committee of
Gartner, Inc. He joined the Companys Board
of Directors in December 2003. Mr. Rouxs
term of office on the Companys Board of
Directors will expire at the close of the
Companys 2006 annual shareholders meeting.Arnold Silverman
    
    
    65
    
    
    Consultant and Private Investor.Since 1991,
Mr. Silverman has been a venture capital
investor. Mr. Silverman was a director of
Oracle from 1984 to 1991. Mr. Silverman is a
director in TimesTen, Inc., Exemplary
Software and MAE Software, Inc. Mr. Silverman
is Mr. Liautauds father-in-law. Mr.
Silverman joined the Companys Board of
Directors in February 1991, and he is also
the chairman of the Companys corporate
governance committee. Mr. Silvermans term of
office on the Companys Board of Directors
will expire at the close of the Companys
2004 annual shareholders meeting.
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Name
    
    Age
    
    Principal Occupation and Business ExperienceKurt Lauk (Nominee)
    
    
    58
    
    
    President and Founding Partner of Globe
Capital Partner.Dr. Lauk is president of
Globe Capital Partners , an investment &
advisory firm he founded in July 2000. Dr.
Lauk was elected president of the Economic
Council of the Christian Democratic Party of
Berlin (Germany) in November 2000. From
February to July 2000, he was a professor of
the Stanford University Business School. From
1996 to 1999, Dr. Lauk served in various
capacities at Daimler-Chrysler and the
Mercedes-Benz Group, including senior vice
president  commercial vehicle division and
was a member of the chairmans integration
council of Daimler-Chrysler A.G., Daimler
Benz A.G. and Mercedes Benz A.G. From 1992 to
1996, Dr. Lauk was senior vice president of
finance and controller of VEBA A.G. From 1989
to 1992, Dr. Lauk was senior vice president
of finance, controlling and marketing of Audi
A.G. From 1984 to 1989, Dr. Lauk served in
various capacities at Zinser Textilmaschinen
GmbH, including senior vice president. From
1978 to 1984, Dr. Lauk served in various
capacities at the Boston Consulting Group,
including director of the Munich office, and
vice president and director of BCG, Inc.
(Boston, USA). Dr. Lauk is a member of the
boards of directors of Teleatlas, Corus,
Gehring GmbH & Co KG, ForteMedia, and
CharlesBernd S.A. If elected, Dr. Lauks term
on the Companys Board of Directors will
expire at the close of the Companys 2007
annual shareholders meeting.
 Certain Information Regarding Executive Officers Set forth below is certain information as of April 16, 2004 regarding each
Executive Officer of the Company. Name
    
    Age
    
    Principal Occupation and Business ExperienceJames R. Tolonen
    
    
    54
    
    
    Chief Financial Officer.Mr. Tolonen joined the Company as
senior group vice president and chief financial officer in
January 2003. Before joining the Company, he served as
chief operating officer and chief financial officer of IGN
Entertainment, Inc. from October 1999 to December 2002. Mr.
Tolonen was a director of IGN Entertainment and a director
and member of the compensation committee of Closedloop
Solutions, Inc. until 2003. Prior to that, Mr. Tolonen was
chief financial officer and a member of the Office of the
President at Novell, Inc. from 1989 to 1998.Susan J. Wolfe
    
    
    54
    
    
    Senior Vice President, General Counsel and Secretary.Ms.
Wolfe joined the Company in December 2003 as senior vice
president, general counsel and secretary. Before joining
the Company, she was the vice president, general counsel
and secretary of Crystal Decisions and its predecessors
from 1996 to December 2003. Ms. Wolfe was an attorney at
Conner Peripherals, Inc. from 1994 to 1996. Prior to that
she was an attorney at the firms of Nolan & Armstrong and
Wilson Sonsini Goodrich & Rosati, Professional Corporation.
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Name
    
    Age
    
    Principal Occupation and Business ExperienceDavid Kellogg
    
    
    41
    
    
    Senior Group Vice President, Marketing.Mr. Kellogg joined
the Company in May 1995 as vice president of product
marketing, and has served in a number of capacities during
his tenure, the most recent of which is senior group vice
president of worldwide marketing, in which capacity he has
served since January 2002. Before joining the Company, he
was vice president of marketing at Versant Corporation, a
provider of enterprise database management systems, from
June 1992 to April 1995.Hervé Couturier
    
    
    44
    
    
    Senior Vice President, Products.Mr. Couturier joined the
Company in May 2002. Prior to joining the Company, from
1998 to 2002, he was senior vice president of product
development at S1 Corporation, a provider of financial
software solutions for banking, brokerage and insurance
companies. Prior to joining S1, Mr. Couturier spent more
than 10 years at IBM in several positions, including sales
and business unit management. He also worked for Xrt S.A.,
a France-based enterprise software company in the banking
market. Mr. Couturier is a director of Clestophe S.A.R.L.
 Audit Committee The Audit Committee currently consists of Messrs. Heitz, Charlès and
Peterschmidt. The regulations of the Nasdaq National Market require the Audit
Committee to be comprised of at least three independent members. Messrs. Heitz,
Charlès and Peterschmidt meet the independence requirements of the listing
standards of the Nasdaq National Market. The Board of Directors has determined
that Mr. Heitz is an audit committee financial expert as defined in the rules
of the Securities and Exchange Commission. The Board of Directors created the
Audit Committee in October 1993 and adopted a written charter in June 2000. The
Board of Directors amended the Audit Committee charter in February 2004 to
comply with requirements of the Nasdaq National Market and the rules of the
Securities and Exchange Commission. A copy of the charter is available on the
Companys web site at www.businessobjects.com. The Audit Committee is
responsible for, among other things:  
    
    retaining, evaluating and terminating the Companys independent
auditors subject to the powers that are expressly reserved under French
corporate law to the Board of Directors and to the shareholders
meetings;
    
    reviewing the annual report of the independent auditors;
    
    reviewing the audit plan and scope with the independent auditors and internal auditors;
    
    reviewing with management, the independent and internal auditors the
Companys quarterly financial statements, bi-annual financial
statements, annual financial statements and disclosures, including
disclosure controls and procedures and Managements Discussion and
Analysis of Financial Condition and Results of Operations prior to the
filing of these statements;
    
    consulting with auditors and reviewing with them the results of their
quarterly review, annual audit and other examinations;
    
    reviewing and approving in advance the annual budget for independent audit services;
    
    reviewing and approving any material accounting policy changes affecting the Companys operating results;
    
    reviewing the Companys system of internal controls;
    
    reviewing and approving, subject to board and shareholders
ratification if applicable, all related party transactions; and 9




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
    
    establishing procedures for the receipt and treatment of complaints
regarding accounting, controls or auditing matters and/or corporate
attorneys reports of evidence of a material violation of securities
laws. In order to achieve its mission more effectively, the Audit Committee
holds a minimum of four meetings per year, meets with the independent auditors
without management and may consult any external counsel it estimates useful. Codes of Ethics We have adopted the Business Objects S.A. Code of Ethics for Principal
Executive and Senior Financial Officers which applies to our principal
executive officer, unless we have both a Chief Executive Officer and a
President, in which case it is applicable to both, our principal financial
officer, our principal accounting officer, controller and divisional vice
presidents of finance. We have also adopted the Business Objects S.A. Code of
Business Conduct and Ethics applicable to all our employees with the exception
of our French employees for which additional requirements under French law must
be met prior to becoming applicable. We currently expect that the Business
Objects S.A. Code of Business Conduct and Ethics will be made applicable to our
French employees by the end of the second quarter of 2004. Our codes of ethics
are publicly available on our website at www.businessobjects.com.The
information contained on or connected to our Internet website is not
incorporated by reference into this Form 10-K and should not be considered part
of this or any other report that we file with or furnish to the SEC. COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT Section 16(a) of the Exchange Act requires the Companys executive
officers, directors and persons who own more than 10% of a registered class of
the Companys equity securities to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (the SEC). Such
executive officers, directors and 10% stockholders are also required by SEC
rules to furnish the Company with copies of all forms that they file pursuant
to Section 16(a). Based solely on its review of copies of Forms 3 and 4 and amendments
thereto furnished to the Company pursuant to Rule 16a-3 and Forms 5 and
amendments thereto furnished to the Company with respect to the last fiscal
year, and any written representations referred to in Item 405(b)(2)(i) of
Regulation S-K stating that no Forms 5 were required, the Company believes
that all Section 16(a) filing requirements applicable to the Companys officers and directors were complied
with during the fiscal year ended December 31, 2003. The Company revised its Insider Trading Policy to allow directors,
officers and other employees covered under such policy to establish, under the
limited circumstance contemplated by Rule 10b5-1 promulgated under the
Securities and Exchange Act of 1934, as amended, written programs that permit
automatic trading of the Companys stock or trading of the Companys stock by
an independent person (such as an investment bank) who is not aware of material
inside information at the time of the trade. Since 2001, Bernard Liautaud, the
Companys Chairman of the Board and Chief Executive Officer and his wife have
adopted Rule 10b5-1 trading plans. The Company believes that additional
directors, officers and employees may establish such programs in the future. 10




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Item 11. Executive Compensation Summary Compensation Table.The following table shows certain information
concerning the compensation of (i) the Companys Chief Executive Officer and
(ii) the Companys four next most highly compensated executive officers other
than the Chief Executive Officer determined as of December 31, 2003
(collectively, the Named Executive Officers) for the years ended December 31,
2003, 2002 and 2001. Long-term CompensationAnnual Compensation
    
    AwardsOther Annual
    
    Shares
    
    All OtherFiscal
    
    
    
    
    
    
    
    
    
    Compensation
    
    Underlying
    
    CompensationName and Principal Position
    
    Year
    
    Salary(1)
    
    Bonus(1)
    
    (1)
    
    Options
    
    (1)Bernard Liautaud (2)
    
    
    2003
    
    
    $
    465,378
    
    
    $
    501,598
    
    
    $
    57,500
    
    
    
    400,000
    
    
    $
    Chairman of the Board and
    
    
    2002
    
    
    
    450,141
    
    
    
    294,962
    
    
    
    37,489
    
    
    
    250,175
    
    
    
    Chief Executive Officer
    
    
    2001
    
    
    
    424,219
    
    
    
    321,884
    
    
    
    49,860
    
    
    
    175,000
    
    
    
    John Olsen (3)
    
    
    2003
    
    
    
    315,000
    
    
    
    306,537
    
    
    
    
    
    
    
    250,000
    
    
    
    President, Chief Operating
    
    
    2002
    
    
    
    315,000
    
    
    
    166,557
    
    
    
    
    
    
    
    
    
    
    
    Officer and Director
    
    
    2001
    
    
    
    143,269
    
    
    
    112,285
    
    
    
    
    
    
    
    632,500
    
    
    
    James Tolonen (4)
    
    
    2003
    
    
    
    315,000
    
    
    
    132,113
    
    
    
    
    
    
    
    275,000
    
    
    
    Senior Group Vice President
    
    
    2002
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Chief Financial Officer
    
    
    2001
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Hervé Couturier (5)
    
    
    2003
    
    
    
    411,250
    
    
    
    154,237
    
    
    
    176,744
    
    
    
    150,000
    
    
    
    19,655Senior Group Vice President,
    
    
    2002
    
    
    
    229,305
    
    
    
    101,550
    
    
    
    57,499
    
    
    
    150,000
    
    
    
    45,371Product Group
    
    
    2001
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    David Kellogg (6)
    
    
    2003
    
    
    
    234,500
    
    
    
    89,459
    
    
    
    
    
    
    
    169,139
    
    
    
    Senior Group Vice-President,
    
    
    2002
    
    
    
    260,000
    
    
    
    77,789
    
    
    
    
    
    
    
    65,000
    
    
    
    Worldwide Marketing
    
    
    2001
    
    
    
    230,000
    
    
    
    67,102
    
    
    
    18,000
    
    
    
    45,000
    
    
    
    
   (1)
    
    All amounts are stated in U.S. dollars. For executive officers paid in
total or in part in currencies other than the U.S. dollar, translation of
compensation into U.S. dollars is made using the average exchange rate for
the relevant year. Executive officers paid in total or in part in
currencies other than the U.S. dollar are Bernard Liautaud (euros and
British pounds), and Hervé Couturier (euros). Due to the variation of the
exchange rate of the U.S. dollar against the British pound and the euro,
the U.S. dollar values in this Summary Compensation Table do not reflect
actual compensation raises.(2)
    
    Other annual compensation for Mr. Liautaud includes (i) tax return
preparation fees of $15,000 in 2003, $15,000 in 2002 and $15,000 in 2001,
(ii) moving expenses of $13,803 in 2003, (iii) car allowance expenses of
$2,315 in 2003, (iv) life insurance premiums of $3,470 in 2003, $4,765 in
2002 and $3,887 in 2001, (v) unemployment insurance coverage of $2,901 in
2002 and $2,729 in 2001 and (vi) family airfare costs of $22,912 in 2003,
$14,823 in 2002 and $27,244 in 2001.(3)
    
    Mr. Olsen was appointed the Companys Chief Operating Officer in July
2001.(4)
    
    Mr. Tolonen joined the Company as Chief Financial Officer on January 1,
2003.(5)
    
    Mr. Couturier joined the Company as Senior Group Vice President in May
2002. Other annual compensation for Mr. Couturier includes (i) housing
allowance of $173,826 in 2003 and $48,250 in 2002 and (ii) car allowance
of $2,918 in 2003 and $9,241 in 2002. All other compensation for Mr.
Couturier includes (i) relocation allowance of $36,602 in 2002 and (ii)
contingent profit-sharing payable to employees of the Company in
accordance with French laws of $19,655 in 2003 and $8,769 in 2002. Shares
underlying options for Mr. Couturier includes 75,000 options granted on
May 22, 2003 in connection with the offer to grant certain option holders
the opportunity to renounce the right to the benefit of certain
unexercised options dated October 11, 2002.(6)
    
    Mr. Kelloggs aggregate salary was $234,500 in 2003, which includes an
election in deferred compensation contributions of 20% of salary and 30%
of bonus. Shares underlying options for Mr. Kellogg includes 44,319
options granted on May 22, 2003 in connection with the offer to grant
certain option holders the opportunity to renounce the right to the
benefit of certain unexercised options dated October 11, 2002. 11




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Option Grants in 2003.The options granted in 2003 vest at a rate of 25%
of the shares subject to the option after 12 months, and then 1/48th of the
shares subject to the option vest each month thereafter. The percentage of
total options granted was based on the aggregate grants of options to subscribe
shares to the Companys employees and Named Executive Officers in 2003. The
following table contains information concerning the grant of stock options to
the Named Executive Officers during 2003. Potential RealizableValue at AssumedNumber of
    
    % of Total
    
    Exercise
    
    
    
    
    
    Annual Rates of StockSecurities
    
    Options
    
    or Base
    
    
    
    
    
    Price Appreciation forUnderlyingOptions Granted
    
    Granted inFiscal
    
    Price($/Share)
    
    Expiration
    
    Option Term(2)Name
    
    in Fiscal Year
    
    Year
    
    (1)
    
    Date
    
    5% ($)
    
    10% ($)Bernard Liautaud
    
    
    400,000
    
    
    
    7.98
    
    
    
    26.12
    
    
    
    08/26/2013
    
    
    
    6,571,428
    
    
    
    16,653,289John Olsen
    
    
    250,000
    
    
    
    4.99
    
    
    
    26.12
    
    
    
    08/26/2013
    
    
    
    4,107,143
    
    
    
    10,408,305James Tolonen
    
    
    275,000
    
    
    
    5.49
    
    
    
    16.79
    
    
    
    03/14/2013
    
    
    
    2,903,355
    
    
    
    7,357,673Hervé Couturier (3)
    
    
    75,000
    
    
    
    1.50
    
    
    
    20.86
    
    
    
    05/22/2013
    
    
    
    983,895
    
    
    
    2,493,38375,000
    
    
    
    1.50
    
    
    
    26.12
    
    
    
    08/26/2013
    
    
    
    1,232,142
    
    
    
    3,122,492David Kellogg (3)
    
    
    44,139
    
    
    
    0.88
    
    
    
    19.62
    
    
    
    05/22/2013
    
    
    
    633,614
    
    
    
    1,521,979125,000
    
    
    
    2.49
    
    
    
    26.12
    
    
    
    08/26/2013
    
    
    
    2,053,571
    
    
    
    5,204,153
   (1)
    
    All stock options have been granted at no less than the fair market value
on the date of grant, in accordance with the terms of the Companys 1999
and 2001 Stock Option Plans.(2)
    
    In accordance with SEC rules, the table sets forth the hypothetical gains
or options spread that would exist for the options at the end of their
respective 10 year terms based on assumed annualized rates of compound
stock price appreciation of 5% and 10% from the dates the options were
granted until the expiration of the option term. The disclosure of 5% and
10% assumed rates is required by the rules of the SEC and does not
represent the Companys estimate or projection of future stock price or
stock price growth. If the stock price does not increase over the exercise
price, compensation to the Named Executive Officer would be zero.(3)
    
    In connection with the Offer to Grant Certain Option Holders the
Opportunity to Renounce the Right to the Benefit of Certain Unexercised
Options dated October 11, 2002, this option was granted on May 22, 2003 in
exchange for an option that the holder surrendered on November 20, 2002. Aggregated Option Exercises in 2003 and December 31, 2003 Option Values.
The following table sets forth the value of in-the-money options held by each
of the Named Executive Officers as of December 31, 2003. Number of SecuritiesUnderlying Unexercised
    
    Value of UnexercisedNumber
    
    
    
    
    
    Options at
    
    In-The-Money Optionsof SharesAcquired
    
    Value
    
    December 31, 2003
    
    at December 31, 2003 ($)(1)Name
    
    on Exercise
    
    Realized($)
    
    Exercisable
    
    Unexercisable
    
    Exercisable
    
    UnexercisableBernard Liautaud
    
    
    0
    
    
    
    0.00
    
    
    
    666,665
    
    
    
    608,335
    
    
    
    8,117,618
    
    
    
    3,421,049John Olsen
    
    
    0
    
    
    
    0.00
    
    
    
    391,041
    
    
    
    491,459
    
    
    
    0
    
    
    
    2,138,156James Tolonen
    
    
    0
    
    
    
    0.00
    
    
    
    0
    
    
    
    275,000
    
    
    
    0
    
    
    
    4,919,176Hervé Couturier
    
    
    0
    
    
    
    0.00
    
    
    
    0
    
    
    
    150,000
    
    
    
    0
    
    
    
    1,677,630David Kellogg
    
    
    0
    
    
    
    0.00
    
    
    
    80,117
    
    
    
    143,050
    
    
    
    1,406,769
    
    
    
    1,340,814
   (1)
    
    These values represent the spread between the respective exercise prices
of outstanding options and the closing price of the Companys ADSs on the
Nasdaq National Market on December 31, 2003 ($34.68). Option prices are
set in euros, in accordance with French law, and are converted, for
purposes of this table, at the weighted-average exchange rate of the euro versus
U.S. dollar of 1.1343. 12




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COMPENSATION OF DIRECTORS Non-employee Directors received cash remuneration for serving on the Board
of Directors, which consisted in 2003 of fees of $4,500 per quarterly meeting
attended, $1,000 for each additional meeting attended and a $3,000 quarterly
retainer. Directors are also reimbursed for reasonable expenses incurred in
attending Board of Directors and Committee meetings. Directors do not receive
additional compensation for serving on a Committee. In 2002, Mr. Gerald Held entered into a consulting agreement with the
Company. This agreement provides that Mr. Held will, among other things, advise
the Companys management team on research and development organization,
software development process, product strategy and more generally provide the
Board of Directors with technical perspective. In accordance with the terms of
the agreement, Mr. Held received an aggregate of $15,000 in 2003 and an
aggregate of $15,000 in 2002. WARRANTS ISSUED TO CERTAIN DIRECTORS On April 25, 1995, the Board of Directors proposed the issuance of
warrants to subscribe to 36,000 shares to a Director with an exercise price of
3.70 per share, vesting at a rate of 33.33% per year from June 22, 1995.
The warrants were issued in June 1995 after shareholder approval. The
difference between the exercise price and the estimated fair value of such
warrants was immaterial. All of these warrants were exercised during 2000. On April 28, 1997, the Board of Directors proposed the issuance of
warrants to subscribe to a total of 144,000 shares to four Directors with an
exercise price of  2.81 per share. These warrants vested monthly over three
years commencing January 1, 1997. The warrants were issued in June 1997 after
shareholder approval. The difference between the exercise price and the
estimated fair value of such warrants was immaterial. As of December 31, 2002,
all of these warrants had been exercised. On April 28, 1998, the Board of Directors proposed the issuance of
warrants to subscribe to a total of 210,000 shares to five Directors. The
warrants were issued on June 18, 1998 after shareholder approval and have an
exercise price of 4.91. As of December 31, 2003, all of these warrants had
been exercised. On May 4, 1999, the Companys shareholders approved the issuance of
warrants to subscribe to an aggregate of 45,000 shares at an exercise price of
7.59 per share to a Director. These warrants were fully vested as of May 4,
1999. As of December 31, 2001, all of these warrants had been exercised. On February 6, 2001, the Companys shareholders approved the issuance of
warrants to subscribe to a total of 22,500 shares at an exercise price of
57.97 per share to a Director. These warrants vested over three years,
beginning on May 1, 2001. As of December 31, 2003, all of these warrants were
outstanding. On June 12, 2001, the Companys shareholders approved the issuance of
warrants to subscribe to a total of 45,000 shares at an exercise price of
36.13 per share to three Directors. These warrants vested over three years,
beginning on June 1, 2001. As of December 31, 2003, all of these warrants were
outstanding. On June 5, 2002, the Companys shareholders approved the issuance of
warrants to subscribe to a total of 15,000 shares at an exercise price of
28.00 per share to a Director. As of December 31, 2002, all of these
warrants were cancelled due to the resignation of the Director from the Board. On May 15, 2003, the Companys shareholders authorized the Board of
Directors to issue warrants to subscribe to a total of 45,000 shares at an
exercise price of 19.45 per share to three Directors. These warrants were
issued by the Board of Directors on July 22, 2003. The warrants
for two of the directors vest over three years, beginning on
June 1, 2004. The warrants for the other director vest over two
years, beginning on June 1, 2004. As of December 31, 2003, all of these
warrants were outstanding. On December 11, 2003, the Companys shareholders authorized the Board of
Directors to issue warrants to subscribe to a total of 15,000 shares at an
exercise price of 26.95 per share to a Director. As of December 31, 2003,
none of these warrants were issued. These warrants were issued by the Board in
January 2004. These warrants vest over three years, beginning on June 1, 2004. 13




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##### Table of Contents



EMPLOYMENT CONTRACTS, CHANGE-OF-CONTROL ARRANGEMENTS
AND SEPARATION AGREEMENTS On December 11, 2003, the Company acquired Crystal Decisions, Inc.
(Crystal Decisions) for total consideration of $307.6 million in cash and
approximately 23.3 million of the Companys ADSs (the Crystal Decisions
Acquisition). Upon the closing of the Crystal Decisions Acquisition, the
Company retained William G. Gibson, the then Chief Operating Officer of Crystal
Decisions, as the Companys Senior Vice President of Partners and Alliances.
The Company also assumed a management retention agreement between Mr. Gibson
and Crystal Decisions dated September 22, 2003. Under this agreement, Mr.
Gibson is entitled to:  
    
    continued employment with the Company for a period of 11 months
following the closing of the Crystal Decisions Acquisition; and
    
    accelerated vesting of options as a result of the Crystal Decisions
Acquisition as follows:  
    
    50% of all unvested shares subject to each such option to
acquire Crystal Decisions common stock outstanding as of July 18,
2003 being vested and exercisable as of the closing of the Crystal
Decisions Acquisition; and
    
    the remaining 50% of all unvested shares subject to each
option outstanding as of July 18, 2003 will become vested and
exercisable on (i) the first anniversary of the closing of the
Crystal Decisions Acquisition provided Mr. Gibson continues his
employment with the Company and (ii) Mr. Gibsons termination date
if he is terminated without cause or resigns for good reason, as
defined in the management retention agreement, within 12 months
after the closing of the Crystal Decisions Acquisition and he
executes a release of claims. The management retention agreement provides that a termination will be:  
    
    by the employer, without cause if the Company or its successor were
to terminate Mr. Gibsons employment without cause (as such term is
defined by the common law of British Columbia); or
    
    by Mr. Gibson, for good reason if he were to terminate his employment
for any of the following reasons:  
    
    a significant reduction in his duties (not including
title) or responsibilities; provided, however, that a reduction of
duties, position or responsibilities solely by virtue of Crystal
Decisions being acquired and being made part of a larger entity
does not constitute grounds for a termination for good reason;
    
    a reduction in his base salary or target bonus
opportunity (other than pursuant to a proportional reduction
applying to all senior executives of the Company or its
successor);
    
    a material reduction in kind or level of the his benefits
(other than pursuant to a proportional reduction applying to all
senior executives of the Company or its successor); and
    
    the relocation of his principal place of employment to a
place outside of the Lower Mainland region of British Columbia; or
    
    any action by the Company that would constitute a
constructive dismissal under the common law of British Columbia. The management retention agreement further provides that if upon the
expiration of Mr. Gibsons employment 11 months after the closing of the
Crystal Decisions Acquisition or his termination without cause or resignation
for good reason within 11 months of the closing of the Crystal Decisions
Acquisition, and he executes a release of claims in the Companys favor, then
he is entitled to receive:  
    
    a lump sum payment of 12 months of his base salary and 100% of his
target bonus, in each case, as in effect at the time of such termination
and welfare benefits for up to 12 months following termination; 14




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##### Table of Contents




    
    accelerated vesting of all of his outstanding options that were in existence as of July 18, 2003; and
    
    reimbursement of reasonable expenses of up to $5,000 for individual executive outplacement services. In addition to the benefits listed above, the management retention
agreement with Mr. Gibson provides that his benefits will be increased such
that his lump sum payment will be 18 months of his base pay and target bonus
and his employee benefits if the he agrees that for a period of 12 months after
the termination of his employment not to:  
    
    directly or indirectly, alone or as a partner, officer, director,
lender, shareholder, employee, or consultant of any other person, firm
or entity, render any services in Canada or the United States any of the
certain competitors of the Company with respect to business intelligence
software or services;
    
    solicit directly, or assist anyone else in the solicitation of any
employee to leave his or her employment with the Company or any person,
firm or corporation in the habit of dealing with Company; and
    
    in the event he provides services to any business intelligence
software or services entity, solicit business or any orders for business
intelligence software or services from any person or entity that has
been a client of Crystal Decisions or its successor within the 18 months
preceding his termination of employment. Upon the closing of the Crystal Decisions Acquisition on December 11,
2003, the Company retained Susan J. Wolfe, the then general counsel of Crystal
Decisions, as the Companys general counsel and secretary. The Company also
assumed a management retention agreement between Ms. Wolfe and Crystal
Decisions dated September 22, 2003. Under this agreement, Mr. Wolfe is entitled
to:  
    
    continued employment with the Company for a period of 3 months
following the closing of the Crystal Decisions Acquisition; and
    
    accelerated vesting of options as a result of the Crystal Decisions
Acquisition as follows:  
    
    50% of all unvested shares subject to each such option
to acquire Crystal Decisions common stock outstanding as of July
18, 2003 being vested and exercisable as of the closing of the
Crystal Decisions Acquisition; and
    
    the remaining 50% of all unvested shares subject to
each option outstanding as of July 18, 2003 will become vested
and exercisable on (i) the first anniversary of the closing of
the Crystal Decisions Acquisition provided Ms. Wolfe continues
her employment with the Company and (ii) Ms. Wolfes termination
date if she is terminated without cause or resigns for good
reason, as defined in the management retention agreement, within
12 months after the closing of the Crystal Decisions Acquisition
and she executes a release of claims. The management retention agreements provides that a termination will be:  
    
    by the employer, without cause if the Company or its successor were
to terminate the applicable Ms. Wolfes employment without cause (with
the term cause being defined in the agreement); or
    
    by Ms. Wolfe, for good reason if she were to terminate the her
employment for any of the following reasons:  
    
    a significant reduction in her duties (not including
title) or responsibilities; provided, however, that a reduction of
duties, position or responsibilities solely by virtue of Crystal
Decisions being acquired and being made part of a larger entity
does not constitute grounds for a termination for good reason;
    
    a reduction in her base salary or target bonus
opportunity (other than pursuant to a proportional reduction
applying to all senior executives of the Company or its
successor);
    
    a material reduction in kind or level of her benefits
(other than pursuant to a proportional reduction applying to all
senior executives of the Company or its successor); and 15




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##### Table of Contents




    
    the relocation of Ms. Wolfes employment facility or
location more than thirty-five (35) miles from her employment
location as of the date of the agreement. The management retention agreement with Ms. Wolfe further provides that if
within 12 months of the closing of the Crystal Decisions Acquisition Ms. Wolfe
is terminated without cause or resigns for good reason, and Ms. Wolfe executes
a release of claims in the Companys favor, then she is entitled to receive:  
    
    a lump sum payment of 12 months of the her base salary and 100% of
her target bonus, in each case, as in effect at the time of such
termination and health benefits for up to 12 months following
termination;
    
    accelerated vesting of all of her outstanding options that were in existence as of July 18, 2003; and
    
    reimbursement of reasonable expenses of up to $5,000 for individual executive outplacement services. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
IN COMPENSATION DECISIONS The Companys Compensation Committee currently consists of Messrs. Held
and Charlès. No interlocking relationship exists between any member of the
Companys Board of Directors or Compensation Committee and any member of the
Board of Directors or Compensation Committee of any other company, nor has any
such interlocking relationship existed in the past. No member of the
Compensation Committee is or was formerly an officer or an employee of the
Company or its subsidiaries. 16




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##### Table of Contents



Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters BENEFICIAL SHARE OWNERSHIP BY
PRINCIPAL SHAREHOLDERS AND MANAGEMENT The following table sets forth the beneficial ownership of ADSs or
Ordinary Shares (together referred to as the shares) of the Company for the
following: (i) each person or entity who is known by the Company to own
beneficially more than 5% of the outstanding shares of the Company; (ii) each
of the Companys Directors; (iii) the Companys Chief Executive Officer and
each of the Named Executive Officers named in the Summary Compensation Table
hereof; and (iv) all directors and executive officers of the Company as a
group. Information related to holders of more than 5% of the outstanding shares
was obtained from filings made with the Securities and Exchange Commission
pursuant to Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, as
amended, and/or filings made in France with the Autorité des marchés
financiers. Information related to Directors and Executive Officers is as of
April 16, 2004 and options exercisable within 60 days after April 16, 2004.
Except as otherwise noted, the address of the beneficial owners is c/o Business
Objects S.A., 157-159 Rue Anatole France, 92300 Levallois-Perret, France. Shares
    
    Percentage5% Shareholders, Directors and Executive Officers
    
    Beneficially Owned
    
    Beneficially Owned5% ShareholdersNew SAC and CB Caymanc/o M&C Corporate Services LimitedP.O. Box 309GT, Ugland HouseSouth Church StreetGeorge Town, Grand CaymanCayman Islands
    
    
    21,637,329
    
    
    
    24.2
    %FMR Corp.82 Devonshire StreetBoston, MA 02109
    
    
    6,313,417
    
    
    
    7.1DirectorsArnold Silverman (1)
    
    
    214,879
    
    
    
    *Albert Eisenstat (2)
    
    
    57,003
    
    
    
    *Bernard Charlès (3)
    
    
    70,003
    
    
    
    *Gerald Held
    
    
    9,500
    
    
    
    *Jean-François Heitz
    
    
    7,000
    
    
    
    *David Peterschmidt
    
    
    7,000
    
    
    
    *David J. Roux (4)
    
    
    21,662,523
    
    
    
    24.3Executive OfficersBernard Liautaud (5)
    
    
    2,016,600
    
    
    
    2.3John Olsen (6)
    
    
    468,294
    
    
    
    *James Tolonen (7)
    
    
    97,395
    
    
    
    *Hervé Couturier (8)
    
    
    38,000
    
    
    
    *David Kellogg (9)
    
    
    103,936
    
    
    
    *All directors and executive officers as a group (13 persons)
    
    
    24,816,246
    
    
    
    27.8
   *
    
    Less than 1%.(1)
    
    Includes 15,000 shares issuable upon the exercise of share warrants
exercisable as of April 16, 2004 or within 60 days of such date.(2)
    
    Includes 15,000 shares issuable upon the exercise of share warrants
exercisable as of April 16, 2004 or within 60 days of such date.(3)
    
    Includes 15,000 shares issuable upon the exercise of share warrants
exercisable as of April 16, 2004 or within 60 days of such date.(4)
    
    Includes 21,637,329 shares owned by New SAC in which Mr. Roux has a
directorship. Mr. Roux disclaims beneficial ownership.(5)
    
    Mr. Liautaud is also Chairman of the Board of Directors and Chief
Executive Officer of the Company. Includes 738,539 shares issuable upon
the exercise of stock options exercisable as of April 16, 2004 or within
60 days of such date.(6)
    
    Mr. Olsen is also Chief Operating Officer and a Director of the Company.
Includes 467,291 shares issuable upon the exercise of share warrants
and/or stock options as of April 16, 2004 or within 60 days of such date.(7)
    
    Comprised of 97,395 shares issuable upon the exercise of stock options
exercisable as of April 16, 2004 or within 60 days of such date.(8)
    
    Includes 37,500 shares issuable upon the exercise of stock options
exercisable as of April 16, 2004 or within 60 days of such date.(9)
    
    Includes 84,699 shares issuable upon the exercise of stock options
exercisable as of April 16, 2004 or within 60 days of such date.(10)
    
    See notes 1 though 9. Applicable percentage ownership in the above table is based on 89,309,828
shares outstanding as of April 16, 2004, which excludes 1,067,675 shares held
in treasury and 4,898,113 ADSs held by Business Objects Option LLC. The number
and percentage of shares beneficially owned is determined under rules of the
Securities and Exchange Commission, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such 17




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##### Table of Contents



rules,
beneficial ownership includes any shares as to which the individual has sole or
shared voting power or investment power and also any shares which the
individual has the right to acquire within sixty days of April 16, 2004,
through the exercise of any stock option or other right. Unless otherwise
indicated in the footnotes above, the Company believes each person has sole
voting and investment power (or shares such powers with his or her spouse) with
respect to the shares shown as beneficially owned. EQUITY COMPENSATION PLAN INFORMATION The following table provides information as of December 31, 2003 with
respect to Ordinary Shares or ADSs that may be issued upon the exercise of
options, warrants and rights granted to employees, consultants or members of
the Companys Board of Directors under all of the Companys existing equity
compensation plans, including the Business Objects 1995 International Employee
Stock Purchase Plan (1995 IESPP), the French Employee Savings Plan (the
French ESPP), the 1993 Stock Option Plan (the 1993 Plan), the 1994 Stock
Option Plan (the 1994 Plan), the 1999 Stock Option Plan (the 1999 Plan),
the 1999 BOSA Stock Option Plan (the BOSA 1999 Plan) and the 2001 Stock
Option Plan (the 2001 Plan), as well as warrants issued to members of the
Companys Board of Directors. Number of Securities to be
    
    Weighted-Average
    
    Number of SecuritiesIssued upon Exercise of
    
    Exercise Price of
    
    Remaining Available forOutstanding Options
    
    Outstanding Options
    
    Future Issuance underPlan Category
    
    Warrants and Rights(1)
    
    Warrants and Rights
    
    Equity Compensation Plan(In Euros)Equity compensation
plans approved by
security holders
    
    
    10,667,163
    
    
    
    26.47
    
    
    
    4,337,587
    (2)(3)Equity compensation
plans not approved
by security holders
    
    
    0
    
    
    
    0.00
    
    
    
    0Total
    
    
    10,667,163
    
    
    
    26.47
    
    
    
    4,337,587
   (1)
    
    During December 2003, the Company assumed the as-converted outstanding
options of former Crystal Decisions optionees. The former Crystal
Decisions 1999 Plan now exists as part of Business Objects, as the BOSA
1999 Plan. Business Objects did not assume any authorized but ungranted
options under the Crystal Decisions 1999 Stock Option Plan and may not
regrant any options from forfeited shares.An aggregate of 6,310,234 Ordinary Shares were issued to Business Objects
Option LLC. This amount includes 5,637,875 shares representing outstanding
stock options granted under the BOSA 1999 Plan at December 31, 2003. As these
shares have in effect already been issued they are not included in this
calculation. As Business Objects Option LLC is an indirect wholly owned
subsidiary of the Company, the shares are not deemed outstanding and will not
be entitled to voting rights until such time as the option holders exercise
their options. If any of the 6,310,234 ordinary shares are not needed to
satisfy obligations under outstanding stock options, Business Objects has the
right to sell such shares on the open market or use them for other corporate
purposes.(2)
    
    Includes 550,000 shares available for issuance under the 1995 IESPP and
309,614 shares available for issuance under the French ESPP.(3)
    
    Includes 526,272 shares available for issuance under the 1999 Plan and
2,951,701 shares available for issuance under the 2001 Plan. No further
options can be granted under the 1993 Plan, which expired in 1998, the
1994 Plan which expired in 1999 and in the 1999 Plan which will expire on
May 4, 2004. The 2001 Plan is subject annually to one or more increases
within the limit of the lowest of the following amounts: (i) 6,500,000
shares with a nominal value of 0.10 each, (ii) the number of shares
corresponding to 5% of the total number of Business Objects shares
outstanding as of June 30, (iii) any lesser amount as determined by the
Board of Directors. 18




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Item 13. Certain Relationships and Related Transactions CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Stockholders Agreement with New SAC and Certain of its Affiliates The majority of the consideration in the Crystal Decisions Acquisition was
ultimately paid to Crystal Decisions then majority stockholder, New SAC, and
to New SACs affiliate, CB Cayman. In connection with the Crystal Decisions
Acquisition, the Company entered into a stockholders agreement effective on
December 11, 2003 with New SAC, CB Cayman, affiliates of Silver Lake Partners,
Texas Pacific Group, August Capital and certain other shareholders of New SAC.
The stockholders agreement sets forth the rights and obligations of the parties
to the stockholders agreement with respect to various corporate matters of the
Company. As of April 16, 2004, New SAC and CB Cayman beneficially owned
approximately 24% of the Companys outstanding shares. Standstill Restrictions Under the terms of the stockholders agreement, New SAC, CB Cayman and New
SACs shareholders have agreed to some restrictions referred to as standstill
restrictions. Subject to exceptions, until New SAC, CB Cayman and New SACs
shareholders cease to collectively beneficially own 10% or more of
then-outstanding shares of the Company, New SAC, CB Cayman and New SACs
shareholders have agreed that they would not, among other things:  
    
    purchase or acquire additional shares of the Company if such
acquisition would result in New SAC, CB Cayman and New SACs
shareholders beneficially owning more than:  
    
    the number of shares that they collectively beneficially
owned as of December 11, 2003, plus
    
    the number of shares that they acquire during any period
for which the standstill restrictions are suspended (as further
described below);  
    
    join or in any way participate in or encourage the formation of a
group with any person or entity (other than with each other or their
affiliates) with the purpose or effect of changing or influencing the
control of the Company;
    
    make or in any way participate in, directly or indirectly, any
solicitation of proxies, including participating in any election contest
of the Company, or otherwise communicate with the shareholders of the
Company (other than to each other or to their affiliates) in connection
with or in relation to a proxy solicitation;
    
    advise or seek to influence any person or entity (other than each
other or their affiliates) with respect to the voting of any voting
stock of the Company;
    
    initiate or propose one or more shareholder proposals at a meeting of
the Companys shareholders;
    
    call, request or otherwise attempt to convene or cause management of
the Company to convene a meeting of the Companys shareholders;
    
    initiate, propose or solicit any proposal with respect to:  
    
    any merger, consolidation or business combination involving the Company;
    
    any tender or exchange offer for equity securities of the Company;
    
    any sale or purchase of a substantial amount of the assets of the Company;
    
    any purchase of equity securities of the Company (other than as permitted in the first bullet above); or
    
    any dissolution, liquidation, reorganization or
recapitalization or similar business transaction involving 19




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the Company; or  
    
    deposit any shares of voting stock of the Company in a voting trust
or subject any such voting stock to any arrangement or agreement with
respect to the voting of such voting stock (other than arrangements or
agreements solely involving each other or their affiliates). The stockholders agreement provides that upon the occurrence of any of the
following events, the standstill restrictions described above will be
suspended:  
    
    the Company agrees to enter into an agreement for, or makes a public
announcement of its intention to pursue, or the Companys board of
directors authorizes management to solicit proposals from third parties
for:  
    
    the sale or other disposition of 33 1/3% or more of the
Companys outstanding shares;
    
    the sale or disposition of all or substantially all of the
Companys assets or a similar sale or change of control transaction;
or
    
    any merger, consolidation or other similar business combination transactions that:
    
    result in the outstanding shares of the Company being converted into cash or securities of another entity;
    
    would result in a third party beneficially owning, when
combined with any other shares of the Company owned by such third
party, 33 1/3% or more of then-outstanding shares of the Company; or
    
    would result in all or a substantial portion of the Companys
assets being sold to any entity;  
    
    the public announcement of a proposal by a third party (other than
the Company, New SAC or its shareholders or any of their affiliates) to
acquire voting stock of the Company (including pursuant to a tender or
exchange offer or merger), which, if successful, would result in such
third party beneficially owning, when combined with any other voting
stock of the Company owned by such third party, 33?% or more of the
outstanding voting stock of the Company; provided, however, that the
Companys board of directors either has approved or recommended that the
shareholders of the Company accept such offer, or has not rejected or
recommended that the shareholders of the Company refrain from accepting
such offer;
    
    a third party successfully consummates a proposal of the type described above; or
    
    the Companys board of directors adopts a plan of liquidation or dissolution with respect to the Company. The stockholders agreement provides that the standstill restrictions will
be reinstated upon the discontinuance of the event or events that lead to the
suspension of the standstill restrictions. Transfer Restrictions Under the terms of the stockholders agreement, during the initial 90-day
period following the completion of the Crystal Decisions Acquisition, referred
to as the initial lock-up period, each of New SAC and CB Cayman may not
transfer any shares of the Company that it received in connection with the
Crystal Decisions Acquisition. At any time following the initial lock-up period, each of New SAC and CB
Cayman may distribute all or a portion of shares of the Company it received in
connection with the Crystal Decisions Acquisition to its shareholders. In
addition, at any time following the initial lock-up period, New SAC, CB Cayman
and, to the extent that New SAC or CB Cayman distributes shares of the Company
to its shareholders, each of its shareholders, may transfer all or a portion of
the shares held by it to any permitted transferee of such party. In the
stockholders agreement, the term permitted transferee generally means:  
    
    any controlled affiliate (other than an individual) of such party or
any affiliate (other than an individual) which controls such party; or 20




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
    
    any stockholder, general or limited partner, director, officer,
managing or non-managing member or employee of such party or controlled
affiliate of such party. Each permitted transferee will be required, as a condition to such
transfer, to sign an assumption agreement, to become a party to the
stockholders agreement and subject to all of its terms, including the transfer
restrictions. Under the terms of the stockholders agreement, during the period
commencing as of the end of the 90-day initial lock-up period and ending one
year later, New SAC, CB Cayman and New SACs shareholders agreed that they
would not collectively transfer more than 7.5% of then-outstanding shares of
the Company in the aggregate during any six-month period. Any shares of the
Company transferred by New SAC or CB Cayman to its shareholders through a
distribution or transferred by New SAC, CB Cayman or New SACs shareholders to
any of their permitted transferees during the six-month period will not be
counted against this 7.5% volume limitation. In addition, this 7.5% volume
limitation excludes any shares of the Company that New SAC, CB Cayman or New
SACs shareholders sell during the six-month period pursuant to underwritten
public offerings. Further, during the period commencing as of the end of the 90-day initial
lock-up period and ending one year later, New SAC, CB Cayman and New SACs
shareholders agreed that they would not collectively transfer more than 15% of
then-outstanding shares of the Company in the aggregate during any six-month
period. Any shares of the Company transferred by New SAC or CB Cayman to its
shareholders through a distribution or transferred by New SAC, CB Cayman or New
SACs shareholders to any of their permitted transferees during the six-month
period will not be counted against this 15% volume limitation. Any shares of
the Company sold by New SAC, CB Cayman or New SACs shareholders in
underwritten offerings during each six month period will count against this 15%
volume limitation. Following the initial lock-up period, and subject to the transfer
restrictions described above, New SAC, CB Cayman and New SACs shareholders may
transfer shares of the Company acquired in connection with the Crystal
Decisions Acquisition in the following ways:  
    
    in compliance with rules 144 and 145 under the Securities Act;
    
    pursuant to any public offerings (underwritten or otherwise) or any
other resale under an effective registration statement;
    
    in private transactions subject to applicable exemptions from the
registration requirements of the Securities Act to individuals or
entities that have not filed and will not have to file:  
    
    a Schedule 13D under the Exchange Act with the SEC; provided
that no more than 5% of then-outstanding shares of the Company may be
transferred to any such individual or entity in a single transaction
or series of transactions; or
    
    a Schedule 13G under the Exchange Act with the SEC that
discloses beneficial ownership of 10% or more then-outstanding shares
of the Company; provided that no more than 5% of then-outstanding shares of the Company may be transferred to any such individual or
entity in a single transaction or series of transactions;  
    
    in private transactions subject to applicable exemptions from the
registration requirements of the Securities Act to individuals or
entities that have filed or will have to file:  
    
    a Schedule 13D under the Exchange Act with the SEC provided
that no more than 5010 of then-outstanding shares of the Company may
be transferred to any such individual or entity in a single
transaction and that prior to any such transfer, the shareholder will
have offered the Company a right of first refusal on such transfer;
or
    
    a Schedule 13G under the Exchange Act with the SEC that
discloses beneficial ownership of 10% or more the outstanding shares;
provided that no more than 5% of then-outstanding shares of the
Company may be transferred to any such individual or entity in a
single transaction and that prior to any such transfer, the
shareholder will have offered the Company a right of first refusal on
such transfer; 21




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
    
    in transactions outside the United States subject to applicable
exemptions from the registration requirements of the Securities Act;
    
    pursuant to any tender or exchange offer or any merger,
consolidation, sale or other business combination transaction involving
the Company;
    
    pursuant to any distributions by New SAC or CB Cayman to its
shareholders;
    
    pursuant to any transfer by New SAC, CB Cayman or a shareholder of
New SAC to its permitted transferees; or
    
    in bona fide transactions that constitute a hedge against changes in
the market price of the shares. New SAC, CB Cayman and New SACs shareholders are subject to the transfer
restrictions set forth in the stockholders agreement until they cease to
collectively beneficially own 10% or more of then-outstanding shares of the
Company. Registration Rights Under the stockholders agreement, during the period commencing after the
initial lock-up period and ending on the 10-year anniversary of the
consummation of the Crystal Decisions Acquisition, New SAC and, to the extent
that New SAC distributes shares of the Company to its shareholders, each of
Silver Lake, Texas Pacific Group and August Capital, can demand that the
Company effect the registration of all or a part of such partys shares of the
Company. None of New SAC, Silver Lake or Texas Pacific Group may exercise its
demand rights on more than two occasions. August Capital may only exercise its
demand right on one occasion. The Company is not obligated to file a
registration statement relating to any such demand request if, among other
things:  
    
    the Company would have to file such registration statement within a
period of 180 days after the effective date of any other registration
statement relating to any other registration request permitted under the
stockholders agreement;
    
    the requested registration involves:
    
    a registration on a form other than Form S-3 or an underwritten offering; and  
    
    shares of the Company to be registered would be sold to the
public at an aggregate price of less than $20.0 million; or  
    
    shares of the Company to be registered would be sold to the public at
an aggregate price of less than $5.0 million. In addition to the demand rights discussed above, during the same time
period, New SAC and, to the extent that New SAC distributes shares of the
Company to its shareholders, each of Silver Lake, Texas Pacific Group and
August Capital, may request that the Company effect the registration of all or
a part of such partys shares of the Company on a Form S-3. The Company is not
obligated to file a registration statement relating to any such Form S-3
request if, among other things:  
    
    the Company has, within the 12-month period preceding the date of
such request, already effected two registration statements, pursuant to
requests made under the stockholders agreement;
    
    the use of a Form S-3 is not available to Business Object for such
registration;
    
    the requested registration involves an underwritten offering, and
shares of the Company to be registered would be sold to the public at an
aggregate price of less than $20.0 million; or
    
    shares of the Company to be registered would be sold to the public at
an aggregate price of less than $5.0 million. 22




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In addition to the above demand and Form S-3 registration rights, the
Company agreed, subject to exceptions, to include shares of the Company held by
New SAC, CB Cayman, New SACs shareholders or any of their permitted
transferees on any registration statement that the Company files after the
initial lock-up period. In the case of an underwritten offering, the amount of
cutbacks is subject to the managing underwriter. However, if the managing
underwriter limits the number of shares that can be included in any
underwritten offering initiated by the Company, the shares to be offered by the
Company would be included prior to the shares being offered by New SAC, CB
Cayman, New SACs shareholders and their permitted transferees. Further, the
shares to be offered by New SAC would be included prior to the shares being
offered by CB Cayman, New SACs shareholders and their permitted transferees. New SAC, CB Cayman, New SACs shareholders and their permitted transferees
will cease to retain registration rights on the earlier of:  
    
    the 10-year anniversary of the completion of the Crystal Decisions
Acquisition; or
    
    such time that all of shares of the Company held by the registration
rights holders cease to be registrable securities. Board Representation Under the terms of the stockholders agreement, subject to applicable law,
New SAC may designate one person to be a director on the Companys board of
directors; provided that such designee must be reasonably satisfactory to the
Company. Subject to exceptions, any person who is a managing director of Silver
Lake Partners, L.P., as of the date of the stockholders agreement, has been
deemed to be satisfactory to the Company and the Companys board of directors
for such purpose. Pursuant to the stockholders agreement, the Company expanded the size of
its board of directors to include one additional director and caused David J.
Roux to serve as New SACs initial board representative. In addition, the
Company has agreed to use reasonable efforts to cause its shareholders to elect
one additional independent director as of the completion of the Crystal
Decisions Acquisition, or as soon as practicable thereafter and, in any event,
no later than at the Companys annual meeting of shareholders to be held in
2004. New SAC will lose its right to designate a member of the Companys board
of directors when New SAC, CB Cayman and New SACs shareholders collectively
beneficially own less than 10% of then-outstanding shares of the Company. In
the event that New SAC distributes shares of the Company it received in
connection with the Crystal Decisions Acquisition to its shareholders, New SAC
may assign its right to designate the board representative to Silver Lake. Regulated Agreements The Company has contracted for and has been maintaining a liability
insurance against liabilities which may be incurred by its Directors and
Officers in their respective capacities since September 1994. This liability
insurance agreement has been duly ratified by the shareholders meeting held on
August 17, 1994. The renewal of this insurance on October 31, 2003 shall be
submitted to the ratification of the next shareholders meeting in compliance
with the requirement of the French corporate law for such agreements signed by
the Company and for which the Companys Directors have an interest (regulated
agreement). There were no other agreements entered into during 2003, directly or
indirectly, between the Company and its Chief Executive Officer, its Directeur
Général Délégué, one of its Directors, a shareholder owning at least 10% of the
voting rights, or if such shareholder is a company, the company controlling
such shareholder under the meaning of article L.233-3 of the Commercial Code,
and no other transaction as referred by article L.225-38 paragraph 2 and 3 of
the French Commercial Code. 23




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Agreements in the Ordinary Course of the Business The Company and its subsidiaries have entered into agreements in the
ordinary course of business and with terms and conditions which are not out of
the ordinary, with companies in which some of the Companys Directors have an
interest, specifically Dassault Systèmes which is a customer of Business
Objects, and whose Chief Executive Officer is Bernard Charlès. 24




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Item 14. Principal Auditors Fees and Services RELATIONSHIP WITH INDEPENDENT AUDITORS Ernst & Young LLP has served as the Companys independent auditors for its
financial statements prepared under U.S. GAAP since 1992. Since 1990, when the
Company was incorporated, Ernst & Young S.A. has served as one of the Companys
statutory independent auditors for its financial statements prepared under
French GAAP. Deloitte Touche Tohmatsu S.A. has served as the Companys other
independent statutory auditor since 2003. Ernst & Young S.A. and Deloitte
Touche Tohmatsu S.A. were the Companys independent auditors for the year ended
December 31, 2003. Deloitte Touche Tohmatsu succeeded Mr. Pierre Dupuy, an
independent auditor, as the Companys second statutory auditor. The Companys
statutory auditors are expected to be available at the Meeting with the
opportunity to make a statement if such representative desires to do so, and
are expected to be available to respond to appropriate questions. Services performed by the Companys auditors for 2003 consisted of the
examination of the Companys financial statements, services related to filings
with the Securities and Exchange Commission, due diligence work, consulting and
regulatory filing review in connection with acquisitions, immigration
processing services, consultation services related to the implementation of
Section 404 of the Sarbanes-Oxley Act of 2002, domestic and foreign tax
compliance work tax filings and tax consulting services. Fees Paid to Accountants for Service Rendered Audit Fees Fees for audit services totaled approximately $2,441,000 in 2003 and
approximately $972,000 in 2002, including fees associated with the annual audit
to review the Companys annual financial statements prepared under French GAAP
and U.S. GAAP, the reviews of the Companys quarterly
reports on Form 10-Q and services normally provided by the
independent auditors in connection with statutory and regulatory
filings. Audit-Related Fees Fees for audit-related services totaled approximately $89,000 in 2003 and
approximately $29,000 in 2002. Audit-related services principally include due
diligence in connection with acquisitions and accounting
consultations. Tax Fees Fees for tax services, including tax compliance, tax advice and tax
planning (including expatriate tax services), totaled approximately $140,000 in
2003 and $259,000 in 2002. All Other Fees Fees for all other services not included above were approximately $20,000
in 2003 and $0 in 2002, principally including online subscription
services and other miscellaneous items. Pre-Approval Policies and Procedures In accordance with the Audit Committee Charter, the Audit Committee is
required to review and approve in advance the annual budget for independent
audit services and review and pre-approve all non-audit services rendered by
the Companys independent auditors. The Committee may delegate pre-approval
authority to a member of the Committee, with the decisions of this delegate to
be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee has considered whether the auditors provision of
non-audit services is compatible with maintaining the auditors independence.
The Audit Committee concluded that the non-audit services provided in 2003 were
compatible with maintaining the auditors independence. 25




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PART IV 
 Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K (a)(3) Exhibits. The following exhibits are filed as part of this Form 10-K/A. ExhibitNo.
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302

of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer furnished pursuant to
Rule 13a-14(b) of the Exchange Act and Section 1350 of Chapter 63
of Title 18 of the United States Code (18 U.S.C. 1350).32.2
    
    Certification of Chief Financial Officer furnished pursuant to
Rule 13a-14(b) of the Exchange Act and Section 1350 of Chapter 63
of Title 18 of the United States Code (18 U.S.C. 1350).
 26




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SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment
No. 1 to the Report to be signed on its behalf by the undersigned, thereunto
duly authorized. Business Objects S.A.Date:  April 29, 2004
    By:
    /s/ Bernard LiautaudBernard LiautaudChairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this Report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated: Signature
    
    Title
    
    Date/s/ Bernard Liautaud
    
    Chairman of the Board, Chief Executive Officer
and Director(Principal Executive Officer)
    
    April 29, 2004Bernard Liautaud/s/ James R. Tolonen
    
    Chief Financial Officer and Senior Group Vice
President(Principal Financial and Accounting Officer)
    
    April 29, 2004James R. TolonenJohn Olsen*John Olsen
    
    Director, President and Chief Operating Officer
    
    April 29, 2004Albert Eisenstat*Albert Eisenstat
    
    Director
    
    April 29, 2004Arnold Silverman*Arnold Silverman
    
    Director
    
    April 29, 2004Bernard Charlès*Bernard Charlès
    
    Director
    
    April 29, 2004Gerald Held*Gerald Held
    
    Director
    
    April 29, 2004David Peterschmidt*David Peterschmidt
    
    Director
    
    April 29, 2004Jean-François Heitz*Jean-François Heitz
    
    Director
    
    April 29, 2004David Roux*David Roux
    
    Director
    
    April 29, 2004
 By:
    /s/ Bernard LiautaudBernard LiautaudAttorney in Fact 27




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EXHIBIT INDEX ExhibitNo.
    
    Description31.1
    
    Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.31.2
    
    Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.32.1
    
    Certification of Chief Executive Officer furnished pursuant to
Rule 13a-14(b) of the Exchange Act and Section 1350 of Chapter 63
of Title 18 of the United States Code (18 U.S.C. 1350).32.2
    
    Certification of Chief Financial Officer furnished pursuant to
Rule 13a-14(b) of the Exchange Act and Section 1350 of Chapter 63
of Title 18 of the United States Code (18 U.S.C. 1350).