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): ~~July~~August 1827, 2003

Crystal Decisions, Inc.

(Exact name of Registrant as specified in its charter)


Delaware	000-31859	77-0537234

(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

895 Emerson Street, Palo Alto, California 94301

(Address of principal executive offices) (Zip Code)

(650) 838-7410

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

TABLE OF CONTENTS

	Item 5. Other Events.
	Item 7. Financial Statements and Exhibits.
SIGNATURES
Index to Exhibits
EXHIBIT 2.1
EXHIBIT 2.2
EXHIBIT 2.3
EXHIBIT 2.4
EXHIBIT 2.5

Item 5. Other Events.

On ~~July~~August 1827, 2003, ~~Business~~Borg ~~Objects~~Merger SSub II, Inc.A., a ~~société~~Delaware ~~anonyme~~corporation (“Merger ~~organized~~Sub 2”) assigned all of its rights, interests and obligations under the ~~laws~~Agreement and Plan of ~~the~~Merger, ~~Republic~~dated as of ~~France~~July 18, 2003 (~~“Business~~the ~~Objects~~“Merger Agreement”), ~~Borg~~by ~~Merger~~and ~~Sub~~among ~~I, Inc~~Business Objects S.A., a ~~Delaware~~société ~~corporation~~anonyme ~~and~~organized under ~~wholly-owned~~the ~~subsidiary~~laws of ~~Business~~the ~~Objects~~ Republic of France (“~~Merger~~Business ~~Sub 1~~Objects”), Borg Merger Sub II I, Inc., a Delaware corporation ~~and wholly-owned subsidiary of Business Objects~~ (“Merger Sub 21”), Merger Sub 2, Borg Merger Sub III, Inc., a Delaware corporation ~~and wholly-owned subsidiary of Business Objects~~ (“Merger Sub 3”), Seagate Software (Cayman) Holdings, an exempted company incorporated in the Cayman Islands with limited liability (together with any successor by deregistration and domestication, “HoldCo”), and Crystal Decisions, Inc., a Delaware corporation (“Crystal Decisions”), ~~entered~~ ~~into~~to anBusiness ~~Agreement~~Objects ~~and~~Americas, ~~Plan~~Inc., ofa ~~Merger~~Delaware corporation (~~the~~ “~~Merger Agreement~~BOA”), pursuant to ~~which, subject~~ to ~~satisfaction~~an ~~or waiver of the conditions therein~~assignment, ~~(i) Merger~~dated ~~Sub~~as 1of ~~will merge with and into HoldCo (the “HoldCo Merger”)~~August 27, ~~(ii) immediately following the HoldCo Merger~~2003, ~~the surviving corporation of the~~by ~~HoldCo Merger will merge with~~ and ~~into~~between Merger Sub 2 ~~(the “Second HoldCo Merger”), (iii) immediately following the Second HoldCo Merger, Merger Sub 3 will merge with~~ and ~~into~~BOA ~~Crystal Decisions~~ (the “~~Crystal Merger~~Assignment”),. ~~and~~A ~~(iv) immediately~~copy ~~following the Crystal Merger, the surviving corporation~~ of the ~~Crystal~~ ~~Merger will merge with and into the surviving corporation of the Second~~Assignment ~~HoldCo~~is ~~Merger~~filed ~~(the~~as ~~“Second~~Exhibit 2.1 ~~Crystal~~hereto ~~Merger,”~~ and ~~together~~is ~~with~~incorporated ~~the~~herein ~~HoldCo Merger,~~by ~~the Second HoldCo Merger and Crystal Merger, the “Mergers”)~~reference.

~~Under~~On ~~the terms of the Merger Agreement~~August 29, ~~upon consummation of the Mergers~~2003, holders of common stock of HoldCo and holders of common stock of Crystal Decisions (other than HoldCo and other than Crystal Decisions stockholders who exercise appraisal rights under Delaware law), in each case issued and outstanding immediately prior to the consummation of the Mergers, will receive, subject to certain adjustments, (i) a number of newly issued Business Objects, ~~American~~Merger ~~depositary~~Sub ~~shares (“ADSs”)~~1, ~~each~~BOA ~~ADS representing one ordinary share of Business Objects~~ (~~or,~~as atassignee ~~the election~~ of ~~any such~~ ~~stockholder, ordinary shares of Business Objects) calculated in accordance with the provisions of the~~ Merger ~~Agreement~~Sub ~~based on the number of shares of Crystal Decisions common stock issued and outstanding immediately prior to the consummation of the Mergers, and (ii~~2) ~~cash~~, ~~without~~Merger ~~interest,~~Sub ~~in an amount equal to $300~~3,~~000,000 divided~~ byHoldCo ~~the number of shares of Crystal Decisions common stock issued~~ and ~~outstanding~~ ~~immediately prior to the consummation of the Mergers. In addition, certain options to acquire~~ Crystal Decisions ~~common~~entered ~~stock~~into ~~outstanding immediately prior to~~ the ~~consummation of the Mergers will, upon consummation of~~ ~~the~~first ~~Mergers,~~amendment ~~be converted into options~~ to ~~acquire Business Objects ADSs. Based on~~ the ~~shares~~Merger ofAgreement ~~Crystal Decisions common stock outstanding on a fully diluted basis~~ (~~calculated using~~ the ~~treasury~~“First ~~share method~~Amendment”). asA ofcopy ~~the close~~ of ~~business on July 18,~~the ~~2003~~First ~~and~~Amendment ~~the~~is ~~market~~filed ~~price of Business Objects ADSs~~ as ~~of such date, as a result of the Mergers, Business Objects would issue approximately 26.5~~Exhibit ~~million ordinary~~2.2 ~~shares~~hereto ~~(whether~~and ~~initially~~is inincorporated ~~the~~herein ~~form of ordinary shares or~~by ~~ADSs)~~reference.

The Mergers are conditioned upon, among other things, (i) the approval of the stockholders of Business Objects and Crystal Decisions, as applicable, (ii) clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of any other material approvals under applicable foreign antitrust laws, and (iii) other customary conditions. In lieu of a meeting of the stockholders of Crystal Decisions, on July 18, 2003, HoldCo, which held approximately 98.7% of the outstanding shares of Crystal Decisions common stock on such date,

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executed an action by written consent approving and adopting the Merger Agreement and approving the Crystal Merger and the Second Crystal Merger.

The parties currently expect the Mergers to close in the fourth calendar quarter of 2003; although, there can be no assurances that the Mergers will close in that time period.

The foregoing description of the Merger Agreement does not purport to be complete, and is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

In connection with the execution of the Merger Agreement, Business Objects, New SAC, the sole stockholder of HoldCo, and certain stockholders of New SAC, entered into a stockholders agreement (the “Stockholders Agreement”), which will become effective upon the completion of the Mergers. The Stockholders Agreement sets forth the rights and obligations of the parties thereto with respect to various corporate matters of Business Objects following the completion of the Mergers. Among other things, the Stockholders Agreement contains provisions that address standstill restrictions, transfer restrictions, registration rights, and board representation. The foregoing description of the Stockholders Agreement does not purport to be complete, and is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit 2.2 hereto and is incorporated herein by reference.

In connection with the execution of the Merger Agreement, Business Objects, Merger Sub 1, Merger Sub 2, Merger Sub 3, and New SAC, entered into a support agreement (the “Support Agreement”), pursuant to which, among other things, New SAC agreed to execute an action by written consent approving the Merger Agreement and approving the HoldCo Merger and the Second HoldCo Merger. New SAC delivered such executed action by written consent to Business Objects on July 22, 2003. The foregoing description of the Support Agreement does not purport to be complete, and is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit 2.3 hereto and is incorporated herein by reference.

In connection with the execution of the Merger Agreement, Business Objects, Merger Sub 1, Merger Sub 2, Merger Sub 3 and HoldCo, entered into a support agreement (the “Company Support Agreement”), pursuant to which, among other things, HoldCo agreed to execute an action by written consent approving the Merger Agreement and approving the Crystal Merger and the Second Crystal Merger. HoldCo delivered such executed action by written consent to Business Objects on July 18, 2003. The foregoing description of the Company Support Agreement does not purport to be complete, and is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit 2.4 hereto and is incorporated herein by reference.

In connection with the execution of the Merger Agreement, Business Objects, Crystal Decisions and certain stockholders of Business Objects entered into voting agreements (the “Voting Agreements”), pursuant to which, among other things, such Business Objects stockholders agreed to vote their shares in favor of the Mergers and certain related matters. The foregoing description of the Voting Agreements does not purport to be complete, and is qualified in its entirety by reference to such agreements, a form of which is filed as Exhibit 2.5 hereto and is incorporated herein by reference.

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Item 7. Financial Statements and Exhibits.

(c)

Exhibits.

Exhibit		Description
2.1		~~Agreement~~Assignment, ~~and Plan of Merger~~ dated as of ~~July~~August 1827, 2003, by and ~~among~~between ~~Business Objects, S.A.,~~ Borg Merger Sub ~~I, Inc., Borg Merger Sub~~ II, Inc., ~~Borg~~and ~~Merger~~Business ~~Sub~~Objects ~~III~~Americas, Inc.~~, Crystal Decisions, Inc. and Seagate Software (Cayman) Holdings~~
2.2		~~Stockholders~~First Amendment to Agreement and Plan of Merger, dated as of ~~July~~August 1829, 2003, by and among Business Objects, S.A., ~~New~~Borg ~~SAC~~Merger Sub I, Inc., Business Objects Americas, Inc. (as assignee of Borg Merger Sub II, Inc.), Borg Merger Sub III, Inc., Seagate Software (Cayman) Holdings Corporation and ~~certain~~Crystal ~~other~~Decisions, ~~stockholders~~Inc.
2.3		Support Agreement dated as of July 18, 2003, by and among Business Objects, S.A., Borg Merger Sub I, Inc., Borg Merger Sub II, Inc., Borg Merger Sub III, Inc. and New SAC
2.4		Company Support Agreement dated as of July 18, 2003, by and among Business Objects, S.A., Borg Merger Sub I, Inc., Borg Merger Sub II, Inc., Borg Merger Sub III, Inc. and Seagate Software (Cayman) Holdings
2.5		Form of Voting Agreement by and among Business Objects, S.A., Crystal Decisions, Inc. and certain stockholders of Business Objects, S.A.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CRYSTAL DECISIONS, INC.
	CRYSTAL DECISIONS, INC. a Delaware corporation
	a Delaware corporation
September 5, 2003	By:	/s/ Eric Patel Eric Patel Chief Financial Officer
July 25, 2003	By:	/s/ Eric Patel
		Eric Patel
		Chief Financial Officer

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Index to Exhibits

Exhibit		Description
2.1		~~Agreement~~Assignment, ~~and Plan of Merger~~ dated as of ~~July~~August 1827, 2003, by and ~~among~~between ~~Business Objects, S.A.,~~ Borg Merger Sub ~~I, Inc., Borg Merger Sub~~ II, Inc., ~~Borg~~and ~~Merger~~Business ~~Sub~~Objects ~~III~~Americas, Inc.~~, Crystal Decisions, Inc. and Seagate Software (Cayman) Holdings~~
2.2		~~Stockholders~~First Amendment to Agreement and Plan of Merger, dated as of ~~July~~August 1829, 2003, by and among Business Objects, S.A., ~~New~~Borg ~~SAC~~Merger Sub I, Inc., Business Objects Americas, Inc. (as assignee of Borg Merger Sub II, Inc.), Borg Merger Sub III, Inc., Seagate Software (Cayman) Holdings Corporation and ~~certain~~Crystal ~~other~~Decisions, ~~stockholders~~Inc.
2.3		Support Agreement dated as of July 18, 2003, by and among Business Objects, S.A., Borg Merger Sub I, Inc., Borg Merger Sub II, Inc., Borg Merger Sub III, Inc. and New SAC
2.4		Company Support Agreement dated as of July 18, 2003, by and among Business Objects, S.A., Borg Merger Sub I, Inc., Borg Merger Sub II, Inc., Borg Merger Sub III, Inc. and Seagate Software (Cayman) Holdings
2.5		Form of Voting Agreement by and among Business Objects, S.A., Crystal Decisions, Inc. and certain stockholders of Business Objects, S.A.

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Filing Compare · CRYSTAL DECISIONS INC