<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE FISCAL YEAR ENDED March 31, 1999
----------------------------------------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
-------------------- ------------------
Commission File Number: 000-24373
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
GLOBAL IMAGING SYSTEMS 401(K) RETIREMENT PLAN
3820 NORTHDALE BOULEVARD, SUITE 200A
TAMPA, FLORIDA 33624
B. Name of issuer of the securities held pursuant to the plan and the
address its principal executive office:
GLOBAL IMAGING SYSTEMS, INC.
3820 NORTHDALE BOULEVARD, SUITE 200A
TAMPA, FLORIDA 33624
<PAGE>
GLOBAL IMAGING SYSTEMS, INC.
401(k) Retirement Plan
Index of Financial Statements and Supplemental Schedules
March 31, 1999 and 1998
- --------------------------------------------------------------------------------
Page(s)
-------
Report of Independent Certified Public Accountants 1-2
Statements of Net Assets Available for Plan Benefits
with Fund Information at March 31, 1999 and 1998 3-6
Statements of Changes in Net Assets Available for Plan Benefits with
Fund Information for the Years Ended March 31, 1999 and 1998 7-10
Notes to Financial Statements 11-16
Supplemental Schedules:*
Schedule I - Schedule of Assets Held for Investment Purposes at
March 31, 1999 17
Schedule II - Schedule of Reportable Transactions for the Year Ended
March 31, 1999 18
* Other schedules required by 29 CFR 2520.103-10 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted because they are not applicable.
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Participants and Administrator of the
Global Imaging Systems, Inc.
401(k) Retirement Plan
We have audited the accompanying statements of net assets available for plan
benefits of the Global Imaging Systems, Inc. 401(k) Retirement Plan (the "Plan")
as of March 31, 1999 and 1998 and the related statement of changes in net assets
available for plan benefits for the years then ended. These financial
statements and schedules are the responsibility of the Plan's management; our
responsibility is to express an opinion on these financial statements based on
our audits.
Except as explained in the following paragraph, we conducted our audits in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As permitted by 29 CFR 2520.103-8 of the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, investment assets held by Prudential Bank and Trust
Company, the trustee of the Plan, and transactions in those assets were excluded
from the scope of our audit of the Plan's 1998 financial statements, except for
comparing the information provided by the trustee, which is summarized in Note
3, with the related information included in the financial statements.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the accompanying financial
statements as of and for the year ended March 31, 1998 taken as a whole. The
form and content of the information included in the 1998 financial statements,
other than that derived from the information certified by the trustee, have been
audited by us and, in our opinion, are presented in compliance with the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974.
In our opinion, the financial statements, referred to above, of Global Imaging
Systems, Inc. 401(k) Retirement Plan as of March 31, 1999, and for the year then
ended, present fairly, in all material respects, the net assets available for
plan benefits of Global Imaging Systems, Inc. 401(k) Retirement Plan as of March
31, 1999, and changes in net assets available for plan benefits for the year
then ended in conformity with generally accepted accounting principles.
Our audit of the Plan's financial statements as of and for the year ended March
31, 1999, was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedules of Assets Held for
Investment Purposes and Reportable Transactions are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements, but are
<PAGE>
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statement of net assets
available for plan benefits and the statement of changes in net assets available
for plan benefits is presented for purposes of additional analysis rather than
to present the net assets available for plan benefits and changes in net assets
available for plan benefits of each fund. These supplemental schedules and fund
information are the responsibility of the Plan's management. The supplemental
schedules and fund information have been subjected to the auditing procedures
applied in the audit of the basic financial statements for the year ended March
31, 1999, and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
PricewaterhouseCoopers LLP
Tampa, Florida
October 11, 1999
<PAGE>
Global Imaging Systems, Inc. Page 1 of 2
401(k) Retirement Plan
Statement of Net Assets Available for Plan Benefits with Fund Information
March 31, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Prudential
Prudential International
Money Equity Prudential Global
Market Income Balanced Income
Funds Fund Fund Fund
<S> <C> <C> <C> <C>
Assets
Investments, at fair value:
Money Market Funds $ 2,319,640 $ - $ - $ -
Mutual Funds - 840,477 868,634 2,578,354
Global Imaging Systems, Inc. stock - - - -
Participant Loans - - - -
-------------- -------------- --------------- -----------------
Total investments 2,319,640 840,477 868,634 2,578,354
Contributions receivable:
Participants' - - - -
Employer's - - - -
-------------- -------------- --------------- -----------------
Total receivables - - - -
-------------- -------------- --------------- -----------------
Total assets 2,319,640 840,477 868,634 2,578,354
Liabilities
Accrued expenses - - - -
-------------- -------------- --------------- -----------------
Total liabilities - - - -
-------------- -------------- --------------- -----------------
Net assets available for plan benefits $ 2,319,640 $ 840,477 $ 868,634 $ 2,578,354
============== ============== =============== =================
<CAPTION>
Prudential Fidelity
Government Advisor
Short- Equity
Intermediate Growth
Term Fund Fund
<S> <C> <C>
Assets
Investments, at fair value:
Money Market Funds $ - $ -
Mutual Funds 267,019 11,757,872
Global Imaging Systems, Inc. stock - -
Participant Loans - -
----------------- ----------------
Total investments 267,019 11,757,872
Contributions receivable:
Participants' - -
Employer's - -
----------------- ----------------
Total receivables - -
----------------- ----------------
Total assets 267,019 11,757,872
Liabilities
Accrued expenses - -
----------------- ----------------
Total liabilities - -
----------------- ----------------
Net assets available for plan benefits $ 267,019 $ 11,757,872
================= ================
</TABLE>
The accompanying notes are an integral part of the financial statements.
-3-
<PAGE>
Global Imaging Systems, Inc. Page 2 of 2
401(k) Retirement Plan
Statement of Net Assets Available for Plan Benefits with Fund Information
March 31, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Global
Imaging
Putnam Putnam Aim Systems
Voyager Income Balanced Inc. Participant
Fund Fund Fund Stock Loans Other
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at
fair value:
Money Market Funds $ - $ - $ - $ - $ - $ -
Mutual Funds 6,443,100 1,633,611 1,118,408 - - -
Global Imaging Systems, Inc. stock - - - 44,301 -
Participant Loans - - - - 228,523 -
------------ ------------ ------------ ------------ ------------ ------------
Total investments 6,443,100 1,633,611 1,118,408 44,301 228,523 -
Contributions receivable:
Participants' - - - - - 72,657
Employer's - - - - - 236,034
------------ ------------ ------------ ------------ ------------ ------------
Total receivables - - - - - 308,691
------------ ------------ ------------ ------------ ------------ ------------
Total assets 6,443,100 1,633,611 1,118,408 44,301 228,523 308,691
Liabilities
Accrued expenses - - - - - -
------------ ------------ ------------ ------------ ------------ ------------
Total liabilities - - - - - -
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for plan benefits $ 6,443,100 $ 1,633,611 $ 1,118,408 $ 44,301 $ 228,523 $ 308,691
============ ============ ============ ============ ============ ============
<CAPTION>
Total
<S> <C>
Assets
Investments, at
fair value:
Money Market Funds $ 2,319,640
Mutual Funds 25,507,475
Global Imaging Systems, Inc. stock 44,301
Participant Loans 228,523
------------
Total investments 28,099,939
Contributions receivable:
Participants' 72,657
Employer's 236,034
------------
Total receivables 308,691
------------
Total assets 28,408,630
Liabilities
Accrued expenses -
------------
Total liabilities -
------------
Net assets available for plan benefits $ 28,408,630
============
</TABLE>
The accompanying notes are an integral part of the financial statements.
-4-
<PAGE>
Global Imaging Systems, Inc. Page 1 of 2
401(k) Retirement Plan
Statement of Net Assets Available for Plan Benefits with Fund Information
March 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Prudential Prudential
Money Equity Prudential International
Market Income Balanced Global
Funds Fund Fund Fund
<S> <C> <C> <C> <C>
Assets
Investments, at fair value:
Money Market Funds $ 859,559 $ - $ - $ -
Mutual Funds - 213,099 1,079,359 1,456,727
Participant Loans - - - -
------------- ------------- -------------- --------------
Total investments 859,559 213,099 1,079,359 1,456,727
Contributions receivable:
Participants' - - - -
Employer's - - - -
------------- ------------- -------------- --------------
Total receivables - - - -
------------- ------------- -------------- --------------
Total assets 859,559 213,099 1,079,359 1,456,727
Liabilities
Accrued expenses - - - -
------------- ------------- -------------- --------------
Total liabilities - - - -
------------- ------------- -------------- --------------
Net assets available for plan benefits $ 859,559 $ 213,099 $ 1,079,359 $ 1,456,727
============= ============= ============== ==============
<CAPTION>
Prudential Fidelity
Government Advisor
Short- Equity
Intermediate Growth
Fund Fund
<S> <C> <C>
Assets
Investments, at fair value:
Money Market Funds $ - $ -
Mutual Funds 164,541 5,859,883
Participant Loans - -
-------------- -------------
Total investments 164,541 5,859,883
Contributions receivable:
Participants' - -
Employer's - -
-------------- -------------
Total receivables - -
-------------- -------------
Total assets 164,541 5,859,883
Liabilities
Accrued expenses - -
-------------- -------------
Total liabilities - -
-------------- -------------
Net assets available for plan benefits $ 164,541 $ 5,859,883
============== =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
-5-
<PAGE>
Global Imaging Systems, Inc. Page 2 of 2
401(k) Retirement Plan
Statement of Net Assets Available for Plan Benefits with Fund Information
March 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Putnam Putnam Aim
Voyager Income Balanced Participant
Fund Fund Fund Loans Other Total
<S> <C> <C> <C> <C> <C> <C>
Assets
Investments, at fair value:
Money Market Funds $ - $ - $ - $ - $ - $ 859,559
Mutual Funds 2,903,724 814,817 155,661 - - 12,647,811
Participant Loans - - 127,415 - 127,415
------------ ------------ ------------ ------------ ------------ ------------
Total investments 2,903,724 814,817 155,661 127,415 - 13,634,785
Contributions receivable:
Participants' - - - - 80,753 80,753
Employer's - - - - 172,138 172,138
------------ ------------ ------------ ------------ ------------ ------------
Total receivables - - - - 252,891 252,891
------------ ------------ ------------ ------------ ------------ ------------
Total assets 2,903,724 814,817 155,661 127,415 252,891 13,887,676
Liabilities
Accrued expenses - - - - 7,879 7,879
------------ ------------ ------------ ------------ ------------ ------------
Total liabilities - - - - 7,879 7,879
------------ ------------ ------------ ------------ ------------ ------------
Net assets available for plan benefits $ 2,903,724 $ 814,817 $ 155,661 $ 127,415 $ 245,012 $ 13,879,797
============ ============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
-6-
<PAGE>
Global Imaging Systems, Inc. Page 1 of 2
401(k) Retirement Plan
Statement of Changes in Net Assets Available for Plan Benefits with Fund
Information
For the Year Ended March 31, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Prudential Prudential
Prudential International Government
Money Equity Prudential Global Short-
Market Income Balanced Income Intermediate
Funds Fund Fund Fund Term Fund
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation)
in fair value of investments $ (200) $ (158,692) $ (21,621) $ 63,218 $ (2,616)
Interest and dividends 68,786 73,233 76,425 102,049 12,551
--------------- ------------- ------------- -------------- ---------------
68,586 (85,459) 54,804 165,267 9,935
Contributions:
Participants' 92,308 141,551 106,621 370,859 34,544
Employer's 22,917 37,503 26,737 96,261 8,090
--------------- ------------- ------------- -------------- ---------------
Total contributions 115,225 179,054 133,358 467,120 42,634
Transfers from other plans 375,994 784,403 87,775 832,801 101,959
--------------- ------------- ------------- -------------- ---------------
Total additions 559,805 877,998 275,937 1,465,188 154,528
--------------- ------------- ------------- -------------- ---------------
Deductions from net assets attributed to:
Benefits paid to participants (364,059) (6,869) (23,816) (94,844) (25,541)
Administrative expenses - - - - -
--------------- ------------- ------------- -------------- ---------------
Total deductions (364,059) (6,869) (23,816) (94,844) (25,541)
--------------- ------------- ------------- -------------- ---------------
Net increase prior to
interfund transfers 195,746 871,129 252,121 1,370,344 128,987
Interfund transfers 1,264,335 (243,751) (462,846) (248,717) (26,509)
--------------- ------------- ------------- -------------- ---------------
Net increase (decrease) 1,460,081 627,378 (210,725) 1,121,627 102,478
Net assets available for plan benefits:
Beginning of year 859,559 213,099 1,079,359 1,456,727 164,541
--------------- ------------- ------------- -------------- ---------------
End of year $ 2,319,640 $ 840,477 $ 868,634 $ 2,578,354 $ 267,019
=============== ============= ============= ============== ===============
<CAPTION>
Fidelity
Advisor
Equity Putnam
Growth Voyager
Fund Fund
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation)
in fair value of investments $ 1,518,527 $ 442,212
Interest and dividends 1,149,922 390,143
--------------- --------------
2,668,449 832,355
Contributions:
Participants' 1,171,062 816,464
Employer's 223,971 144,325
--------------- --------------
Total contributions 1,395,033 960,789
Transfers from other plans 2,099,926 1,920,377
--------------- --------------
Total additions 6,163,408 3,713,521
--------------- --------------
Deductions from net assets attributed to:
Benefits paid to participants (343,577) (264,332)
Administrative expenses - -
--------------- --------------
Total deductions (343,577) (264,332)
--------------- --------------
Net increase prior to
interfund transfers 5,819,831 3,449,189
Interfund transfers 78,158 90,187
--------------- --------------
Net increase (decrease) 5,897,989 3,539,376
Net assets available for plan benefits:
Beginning of year 5,859,883 2,903,724
--------------- --------------
End of year $ 11,757,872 $ 6,443,100
=============== ==============
</TABLE>
The accompanying notes are an integral part of the financial statements.
-7-
<PAGE>
Global Imaging Systems, Inc. Page 2 of 2
401(k) Retirement Plan
Statement of Changes in Net Assets Available for Plan Benefits with Fund
Information
For the Year Ended March 31, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Global
Putnam AIM Commercial Imaging
Income Balanced Union Life Systems, Inc. Participant
Fund Fund Insurance Stock Loans
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation)
in fair value of investments $ (69,823) $ 60,084 $ - $ (12,206) $ -
Interest and dividends 87,412 28,269 - - 29,241
---------- ---------- ---------- ---------- ----------
17,589 88,353 - (12,206) 29,241
Contributions:
Participants' 235,211 127,600 - 39,479 -
Employer's 65,304 35,403 - 14,704 -
---------- ---------- ---------- ---------- ----------
Total contributions 300,515 163,003 - 54,183 -
Transfer from other plans 593,710 813,274 - 3,159 235,215
---------- ---------- ---------- ---------- ----------
Total additions 911,814 1,064,630 - 45,136 264,456
---------- ---------- ---------- ---------- ----------
Deductions from net assets attributed to:
Benefits paid to participants (100,963) (42,787) - (1,177) (6,221)
Administrative expenses - - (2,093) - -
---------- ---------- ---------- ---------- ----------
Total deductions (100,963) (42,787) (2,093) (1,177) (6,221)
---------- ---------- ---------- ---------- ----------
Net increase prior to
interfund transfers 810,851 1,021,843 (2,093) 43,959 258,235
Interfund transfers 7,943 (59,096) 2,093 342 (157,127)
---------- ---------- ---------- ---------- ----------
Net increase 818,794 962,747 - 44,301 101,108
Net assets available for plan benefits:
Beginning of year 814,817 155,661 - - 127,415
---------- ---------- ---------- ---------- ----------
End of year $1,633,611 $1,118,408 $ - $ 44,301 $ 228,523
========== ========== ========== ========== ==========
<CAPTION>
Other Total
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation)
in fair value of investments $ - $ 1,818,883
Interest and dividends - 2,018,031
---------- -----------
- 3,836,914
Contributions:
Participants' 72,657 3,208,356
Employer's 236,034 911,249
---------- -----------
Total contributions 308,691 4,119,605
Transfer from other plans - 7,848,593
---------- -----------
Total additions 308,691 15,805,112
---------- -----------
Deductions from net assets attributed to:
Benefits paid to participants - (1,274,186)
Administrative expenses - (2,093)
---------- -----------
Total deductions - (1,276,279)
---------- -----------
Net increase prior to
interfund transfers 308,691 14,528,833
Interfund transfers (245,012) -
---------- -----------
Net increase 63,679 14,528,833
Net assets available for plan benefits:
Beginning of year 245,012 13,879,797
---------- -----------
End of year $ 308,691 $28,408,630
========== ===========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-8-
<PAGE>
Global Imaging Systems, Inc. Page 1 of 2
401(k) Retirement Plan
Statement of Changes in Net Assets Available for Plan Benefits with Fund
Information
For the Year Ended March 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Prudential Prudential
Prudential International Government
Money Equity Prudential Global Short-
Market Income Balanced Income Intermediate
Funds Fund Fund Fund Term Fund
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation)
in fair value of investments $ (98) $ 13,100 $ 64,660 $ 95,814 $ 2,463
Interest and dividends 25,938 714 77,878 122,570 7,185
------------ ------------ ------------- -------------- --------------
25,840 13,814 142,538 218,384 9,648
Contributions:
Participants' 43,039 13,055 77,712 186,535 25,534
Employer's 53,229 2,964 8,795 24,741 2,836
------------ ------------ ------------- -------------- --------------
Total contributions 96,268 16,019 86,507 211,276 28,370
Transfers from other plans 481,575 55,613 556,178 286,091 55,522
------------ ------------ ------------- -------------- --------------
Total additions 603,683 85,446 785,223 715,751 93,540
------------ ------------ ------------- -------------- --------------
Deductions from net assets attributed to:
Benefits paid to participants (166,537) - (11,474) (39,616) (25,035)
Administrative expenses - - - - -
------------ ------------ ------------- -------------- --------------
Total deductions (166,537) - (11,474) (39,616) (25,035)
------------ ------------ ------------- -------------- --------------
Net increase prior to
interfund transfers 437,146 85,446 773,749 676,135 68,505
Interfund transfers (48,159) 127,653 (60,545) (1,744) (109)
------------ ------------ ------------- -------------- --------------
Net increase (decrease) 388,987 213,099 713,204 674,391 68,396
Net assets available for plan benefits:
Beginning of year 470,572 - 366,155 782,336 96,145
------------ ------------ ------------- -------------- --------------
End of year $ 859,559 $ 213,099 $ 1,079,359 $ 1,456,727 $ 164,541
============ ============ ============= ============== ==============
<CAPTION>
Fidelity
Advisor
Equity Putnam
Growth Voyager
Fund Fund
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation)
in fair value of investments $ 922,117 $ 659,372
Interest and dividends 526,010 116,215
------------- ------------
1,448,127 775,587
Contributions:
Participants' 608,825 401,274
Employer's 89,249 57,743
------------- ------------
Total contributions 698,074 459,017
Transfers from other plans 1,053,384 760,295
------------- ------------
Total additions 3,199,585 1,994,899
------------- ------------
Deductions from net assets attributed to:
Benefits paid to participants (157,260) (71,759)
Administrative expenses - -
------------- ------------
Total deductions (157,260) (71,759)
------------- ------------
Net increase prior to
interfund transfers 3,042,325 1,923,140
Interfund transfers (1,435) (27,877)
------------- ------------
Net increase (decrease) 3,040,890 1,895,263
Net assets available for plan benefits:
Beginning of year 2,818,993 1,008,461
------------- ------------
End of year $ 5,859,883 $ 2,903,724
============= ============
</TABLE>
The accompanying notes are an integral part of the financial statements.
-9-
<PAGE>
Global Imaging Systems, Inc. Page 2 of 2
401(k) Retirement Plan
Statement of Changes in Net Assets Available for Plan Benefits with Fund
Information
For the Year Ended March 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Putnam AIM Commercial
Income Balanced Union Life Participant
Fund Fund Insurance Loans
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation)
in fair value of investments $ 21,864 $ 4,137 $ 3,735 $ -
Interest and dividends 42,288 371 - 7,662
----------- -------------- --------------- -------------
64,152 4,508 3,735 7,662
Contributions:
Participants' 133,373 11,446 - -
Employer's 19,443 3,179 - -
----------- -------------- --------------- -------------
Total contributions 152,816 14,625 - -
Transfer from other plans 161,024 32,517 - 113,995
----------- -------------- --------------- -------------
Total additions 377,992 51,650 3,735 121,657
----------- -------------- --------------- -------------
Deductions from net assets attributed to:
Benefits paid to participants (66,130) - (15,096) (2,246)
Administrative expenses - - (536) -
----------- -------------- --------------- -------------
Total deductions (66,130) - (15,632) (2,246)
----------- -------------- --------------- -------------
Net increase prior to
interfund transfers 311,862 51,650 (11,897) 119,411
Interfund transfers (267) 104,011 (59,231) (32,297)
----------- -------------- --------------- -------------
Net increase (decrease) 311,595 155,661 (71,128) 87,114
Net assets available for plan benefits:
Beginning of year 503,222 - 71,128 40,301
----------- -------------- --------------- -------------
End of year $ 814,817 $ 155,661 $ - $ 127,415
=========== ============== =============== =============
<CAPTION>
Other Total
<S> <C> <C>
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation)
in fair value of investments $ - $ 1,787,164
Interest and dividends - 926,831
-------------- ---------------
- 2,713,995
Contributions:
Participants' 52,434 1,553,227
Employer's 36,958 299,137
-------------- ---------------
Total contributions 89,392 1,852,364
Transfer from other plans - 3,556,194
-------------- ---------------
Total additions 89,392 8,122,553
--------------- ---------------
Deductions from net assets attributed to:
Benefits paid to participants - (555,153)
Administrative expenses (7,879) (8,415)
-------------- ---------------
Total deductions (7,879) (563,568)
-------------- ---------------
Net increase prior to
interfund transfers 81,513 7,558,985
Interfund transfers - -
-------------- ---------------
Net increase (decrease) 81,513 7,558,985
Net assets available for plan benefits: -
Beginning of year 163,499 6,320,812
-------------- ---------------
End of year $ 245,012 $ 13,879,797
============== ===============
</TABLE>
The accompanying notes are an integral part of the financial statements
-10-
<PAGE>
Global Imaging Systems, Inc.
401(k) Retirement Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
1. Description of Plan:
The following description of the Global Imaging Systems, Inc. (the "Company")
401(k) Retirement Plan (the "Plan") provides only general information.
Participants should refer to the Plan agreement and related Plan amendments
for a more complete description of the Plan's provisions.
General
The Plan, established May 1, 1996, is a defined contribution savings plan
covering substantially all employees of Global Imaging Systems, Inc. (the
"Sponsor") and its subsidiaries, including Bloom's Incorporated, Proview,
Inc., Carr Business Machines of Great Neck, Inc., Centre Business Products,
Inc., and Distinctive Business Products, all of which were acquired during
fiscal 1999 and have adopted the Plan as of March 31, 1999 (collectively and
individually referred to as the "Employer"), who have attained age 21 and
1,000 hours of service, excluding employees subject to a collective
bargaining agreement, leased employees and nonresident aliens. See Note 8 for
companies acquired after March 31, 1999 which have adopted the Plan. The Plan
is subject to the provisions of the Employee Retirement Income Security Act
of 1974 ("ERISA"). The Plan adopted several amendments to the Plan agreement
during the years ended March 31, 1999 and 1998 to allow the transfer of
participant balances from predecessor savings plans into the Plan.
Contributions
As of November 1, 1998, eligible participants may contribute up to 18% of
pretax annual compensation, as defined by the Plan, subject to certain IRS
limitations. Previously, the participants were eligible to contribute up to
15% of pretax annual compensation. Participants may also contribute amounts
representing distributions from other qualified plans. Employer matching
contributions of 50% of the first 6% of compensation and non-elective
contributions are determined annually at the discretion of each employer. The
Employer may also make discretionary contributions based on existing profit
sharing plans of companies acquired. For the year ended March 31, 1999, the
Employer made discretionary contributions of $140,730.
Participant Accounts
Each participant's account is credited with the participant's contributions,
allocations of Employer contributions and Plan earnings and charged with an
allocation of administrative expenses. Allocations are based on participant
earnings or account balances, as defined in the Plan agreement. The benefit
to which a participant is entitled is the benefit that can be provided from
the participant's vested account.
Forfeitures
At March 31, 1999, forfeited nonvested accounts totaled $44,801. Forfeited
balances of terminated participants' non-vested accounts will be used to
reduce future employer contributions. For the year ended March 31, 1999,
employer contributions were reduced by $33,386 from forfeited nonvested
accounts.
-11-
<PAGE>
Global Imaging Systems, Inc.
401(k) Retirement Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
Vesting
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Employer contribution portion of their
accounts plus actual earnings thereon is based on years of credited service.
Participants are incrementally vested over six years of credited service.
Participants are fully vested upon reaching normal retirement age, death,
total disability or termination of the Plan.
Payment of Benefits
A participant may receive a lump-sum amount equal to the vested value of his
or her account upon termination of employment, attainment of normal
retirement age, death or disability. If the participant's vested account
balance exceeds $3,500, the Plan will allow the participant to elect when to
commence distribution or permit a direct rollover to another qualified plan
or IRA. If the vested account balance does not exceed $3,500, the Plan will
distribute the balance in a lump-sum.
Participant Loans
Loans to participants are not generally available. Participants may be
permitted to transfer loans received as a participant in another qualified
plan. However, the Plan Administrator may require modification of certain
conditions of the loan in order to bring the loan into compliance with the
terms of the Plan's loan policy. The Plan Administrator will not approve any
loan to a participant in an amount which exceeds 50% of his or her vested
account balance (maximum aggregate dollar amount to any individual
participant may not exceed $50,000 and may not be less than $1,000). Loan
transactions are treated as a transfer to (from) the investment fund from
(to) the participant loan fund. The loans are secured by the balances in the
participant's account and bear interest at a rate determined by a predecessor
plan when the loan originated. Interest rates range from 8-12%. Principal and
interest is paid ratably through monthly payroll deductions.
Investment Options
Participants may direct employer and employee contributions in 1% increments
to any of the following investment options:
Money Market Funds
------------------
Money Market Funds consist of the Prudential Government Money Market Fund
and the Prudential Government Securities Fund. Investments in the
Prudential Government Money Market Fund are invested in obligations
issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, and repurchase agreements of such obligations. Funds
for the Prudential Government Securities Fund are invested exclusively in
U.S. Treasury obligations with maturities of 13 months or less.
-12-
<PAGE>
Global Imaging Systems, Inc.
401(k) Retirement Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
Mutual Funds
------------
Prudential Equity Income Fund - The Fund normally invests at least 65% of
assets in common stocks and convertibles that provide both current income
and capital appreciation. It may invest up to 35% of assets in fixed-
income securities rated no lower than CCC. The fund may invest up to 30%
of assets in foreign securities; it may also invest in American
Depository Receipts.
Prudential Balanced Fund - Funds are invested in a diversified portfolio
comprised generally of equity securities, debt obligations and money
market instruments.
Prudential International Global Income Fund - Funds are invested in all
types of common stocks and equivalents (such as convertible debt
securities and warrants), preferred stocks, bonds and other debt
obligations, including money market instruments, of foreign and domestic
companies and governments, government agencies and international
organizations.
Prudential Government Short-Intermediate Term Fund - Funds are
diversified in U.S. Treasury Bills, Notes, Bonds, and other debt
securities issued by the U.S. Treasury, obligations issued or guaranteed
by the U.S. Government including its agencies or instrumentalities,
fixed-rate and adjustable rate mortgage-backed securities and corporate
debt securities.
Fidelity Advisor Equity Growth Fund - Funds are invested in common and
preferred stock and securities convertible into the common stock of
companies with above average growth characteristics.
Putnam Voyager Fund - Funds are invested in securities of small and
rapidly growing companies, as well as larger, more established
corporations both domestic and foreign. The Fund may also purchase
convertible bonds, warrants and debt securities.
Putnam Income Fund - The Fund is invested in a variety of fixed-income
market sectors, including but not limited to investment-grade corporate
bonds, mortgage-backed securities, U.S. Treasuries, high yield corporate
bonds, and foreign bonds.
AIM Balanced Fund - The fund normally invests between 30% and 70% of
assets in equities, and the balance in investment-grade fixed-income
securities. The fixed-income portion may include U.S. government
obligations, mortgage or asset-backed securities and corporate debt. The
fund may invest up to 10% of assets in bonds rated below investment
grade, and up to 20% of assets in foreign securities.
Global Imaging Systems, Inc. Stock - Funds are invested in common stock
of the Company.
-13-
<PAGE>
Global Imaging Systems, Inc.
401(k) Retirement Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
Insurance Contract
------------------
Commercial Union Life Insurance Co. - Prior to merging with Global
Imaging Systems, Inc., participants of the Business Equipment Unlimited
401(k) Plan had the option of investing in this life insurance
contract. The option to invest in this fund was terminated during
fiscal 1997. During fiscal 1998, all remaining funds were transferred
to other remaining funds.
Participants may change their investment options daily.
Administration
The Plan is administered by the Company. Prudential Bank and Trust Company
is the trustee of the Plan. Administrative expenses are paid by the Plan,
except to the extent paid by the Company.
2. Summary of Significant Accounting Policies:
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method
of accounting.
Investment Valuation and Income Recognition
Investments are stated at fair value as determined by the Plan's trustee
based on the last reported sales price on the last business day of the plan
year. Net appreciation (depreciation) in fair value of investments includes
both realized gains and losses and unrealized appreciation and depreciation
in the fair value of investments.
Purchases and sales of investments are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date. Participant receivables and loans are valued at cost
which approximates fair value.
Payment of Benefits
Benefits are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities and
changes therein and disclosure of contingent assets and liabilities. Actual
results could differ from the estimates.
3. Financial Data Certified by Trustee (unaudited):
The assets of the Plan are held by the trustee. The trustee administers and
invests the Plan's assets and the related income for the benefit of the
Plan's participants. The trustee has
-14-
<PAGE>
Global Imaging Systems, Inc.
401(k) Retirement Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
certified the following information to the Plan Administrator as being
complete and accurate. For the year ended March 31, 1998 and in accordance
with 29 CFR 2520.103-8 of the Department of Labor Rules and Regulations for
Reporting and Disclosure under ERISA, the Plan Administrator has elected
not to have this information audited by the Plan's independent certified
public accountants.
March 31,
1998
Money market funds $ 859,559
Mutual funds 12,647,811
Participant loans 127,415
For the
Year Ended
March 31,
1998
Interest and dividends $ 926,831
Net appreciation/(depreciation) in fair value of investments 1,787,164
4. Investments:
The following table presents the Plan's investments at fair value as
determined by quoted market prices that represent 5% or more of the Plan's
net assets available for plan benefits:
March 31,
1999 1998
Prudential Government Money Market Fund $ 2,319,640 $ 859,559
Prudential Balance Fund 868,634 1,079,359
Prudential International Global Income Fund 2,578,354 1,456,727
Fidelity Advisor Equity Growth Fund 11,757,872 5,859,883
Putnam Voyager Fund 6,443,100 2,903,724
Putnam Income Fund 1,633,611 814,817
5. Income Tax Status:
The Internal Revenue Service has determined and informed the Company by a
letter dated July 2, 1998 that the Plan is designed in accordance with
Internal Revenue Code . It is the position of the Company that the Plan has
been operated in accordance with Internal Revenue Code and ERISA
requirements and, therefore, will be considered exempt from federal income
taxes. Accordingly, income taxes have not been provided for in the
accompanying financial statements.
-15-
<PAGE>
Global Imaging Systems, Inc.
401(k) Retirement Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
6. Plan Termination:
Although it has not expressed any intent to do so, the Sponsor has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100% vested in their accounts.
7. Recent Pronouncements
In September of 1999, the American Institute of Certified Public
Accountants issued Statement of Position 99-3, "Accounting for and
Reporting of Certain Defined Contribution Plan Investments and Other
Disclosure Matters" ("SOP 99-3"). SOP 99-3 simplifies disclosures for
certain investments and is effective for fiscal years ending after December
15, 1999. Early application is encouraged but not required. The Company
will implement SOP 99-3 for the fiscal year ending March 31, 2000.
8. Subsequent Events:
Subsequent to March 31, 1999, the Sponsor acquired the following entities,
which have adopted the Plan as of the date shown:
Name of Company Effective Date
-----------------------------------------------------------
Henderson's Office Systems April 1, 1999
Dahill Industries, Inc. May 1, 1999
Lewan & Associates, Inc. August 1, 1999
On June 23, 1999, the Company adopted an amendment to reduce the required
service hours to become eligible to participate in the Plan from 1,000
hours to one hour.
-16-
<PAGE>
Global Imaging Systems, Inc.
401(k) Retirement Plan
Schedule of Assets Held for Investment Purposes
March 31, 1999
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Description of investment
including maturity date,
Identity of Issue, Borrower, Lessor or rate of interest, Current
Similar Party collateral par of maturity value Cost Value
<S> <C> <C> <C>
* Prudential Government Money
Market Fund Money Market Fund $ 2,319,640 $ 2,319,640
* Prudential Equity Growth Fund Mutual Fund 954,078 840,477
* Prudential Balanced Fund Mutual Fund 888,089 868,634
* Prudential International Global Fund Mutual Fund 2,425,200 2,578,354
* Prudential Government Short-
Intermediate Term Fund Mutual Fund 268,548 267,019
Fidelity Advisor Equity Growth Fund Mutual Fund 9,602,278 11,757,872
Putnam Voyager Fund Mutual Fund 5,567,965 6,443,100
Putnam Income Fund Mutual Fund 1,683,842 1,633,611
AIM Balance Fund Mutual Fund 1,073,814 1,118,408
* Global Imaging Systems, Inc., Stock Common Stock 56,872 44,301
* Participant Loans Interest ranging from 8%-12% 228,523 228,523
------------ ------------
$ 25,068,849 $ 28,099,939
============ ============
</TABLE>
* Represents a party-in-interest to the Plan.
The preceding notes are an integral part of this schedule.
-17-
<PAGE>
Global Imaging Systems, Inc. Schedule II
401(K) Retirement Plan
Schedule of Reportable Transactions*
For the Year Ended March 31, 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Purchase Selling Cost of
Identity of Party Involved Description of Asset Price Price Asset
<S> <C> <C> <C> <C>
Single transactions in excess of 5% of Plan assets
- --------------------------------------------------
Prudential Money Market Fund ** Money Market Fund $ 1,058,928 $ - $ 1,058,928
Prudential International Global Income Fund ** Mutual Fund 811,200 - 811,220
Fidelity Advisor Equity Growth Fund Mutual Fund 715,288 - 715,228
1,767,750 - 1,767,750
858,147 - 858,147
Putnam Voyager Fund Mutual Fund 1,494,302 - 1,494,302
AIM Balanced Fund Mutual Fund 723,513 - 723,513
Series of transactions in excess of 5% of Plan Assets
- -----------------------------------------------------
Prudential Money Market Fund ** Money Market Fund $ 2,644,738 $ - $ 2,644,738
- 1,089,740 1,089,705
Prudential Equity Income Fund ** Mutual Fund 1,176,393 - 1,176,393
- 334,711 366,712
Prudential Balanced Fund ** Mutual Fund 367,583 - 367,583
- 538,812 502,820
Prudential International Global Income Fund ** Mutual Fund 1,587,928 - 1,587,928
- 477,256 495,831
Fidelity Advisor Equity Growth Fund Mutual Fund 5,849,038 - 5,849,038
- 1,061,005 944,036
Putnam Voyager Fund Mutual Fund 3,902,047 - 3,902,047
- 574,372 517,335
Putnam Income Fund Mutual Fund 1,292,489 - 1,292,489
- 339,540 340,181
AIM Balanced Fund Mutual Fund 1,335,982 - 1,335,982
- 469,192 448,480
<CAPTION>
Current Value
of Asset on
Transaction Net
Date Gain
<S> <C> <C>
Single transactions in excess of 5% of Plan assets
- --------------------------------------------------
Prudential Money Market Fund $ 1,058,928 $ -
Prudential International Global Income Fund 811,220 -
Fidelity Advisor Equity Growth Fund 715,228 -
1,767,750 -
858,147 -
Putnam Voyager Fund 1,494,302 -
AIM Balanced Fund 723,513 -
Series of transactions in excess of 5% of Plan Assets
- -----------------------------------------------------
Prudential Money Market Fund $ 2,644,738 $ -
1,089,740 35
Prudential Equity Income Fund 1,176,393 -
334,711 (32,001)
Prudential Balanced Fund 367,583 -
538,812 35,992
Prudential International Global Income Fund 1,587,928 -
477,256 (18,575)
Fidelity Advisor Equity Growth Fund 5,849,038 -
1,061,005 116,969
Putnam Voyager Fund 3,902,047 -
574,372 57,037
Putnam Income Fund 1,292,489 -
339,540 (641)
AIM Balanced Fund 1,335,982 -
469,192 20,712
</TABLE>
* Transaction or series of transactions in excess of five percent of the
current value of the Plan's net assets as of March 31, 1998 as defined in
29 CFR 2520.103-6 of the Department of Labor's Rules and Regulations for
Reporting and Disclosure under ERISA.
** Represents a party-in-interest to the Plan.
The preceding Notes to Financial Statements are an integral part of this
schedule.
-18-
<PAGE>
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other person who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Global Imaging Systems 401(k) Retirement Plan
------------------------------------------------
(Registrant)
October 12, 1999 /s/ Michael Mueller
- ---------------- -------------------------------------------------
Date Michael Mueller
Senior Vice President and Chief Operating Officer
-19-
<PAGE>
EXHIBIT INDEX
-------------
Number Exhibit Page
------ ------- ----
23 Consent of Independent Certified Public Accountants 21
-20-
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statements on Form S-8 (Nos. 333-62765 & 333-80801) of Global Imaging Systems,
Inc. of our report dated October 11, 1999 appearing on pages 1 and 2 of the
Annual Report on Form 11-K of the Global Imaging Systems, Inc. 401(k) Retirement
Plan for the fiscal year ended March 31, 1999.
PRICEWATERHOUSECOOPERS LLP
Tampa, Florida
October 11, 1999
-21-
