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, 2000
----------------------------------
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 of
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
Table of Contents
March 31, 2000 and 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page(s)
<S> <C>
Report of Independent Certified Public Accountants 1
Financial Statements:
Statements of Net Assets Available for Benefits as of March 31, 2000 and 1999 2
Statements of Changes in Net Assets Available for Benefits for the Years
Ended March 31, 2000 and 1999 3
Notes to Financial Statements 4-8
Supplemental Schedules:
Schedule of Assets Held for Investment Purposes at End of Year 9
Schedule of Investment Assets Both Acquired and Disposed of
Within the Plan Year 10
Schedule of Reportable Transactions 11
Schedule of Leases in Default or Classified as Uncollectible 12
Schedule of Loans or Fixed Income Obligations in Default or
Classified as Uncollectible 13
Schedule of Nonexempt Transactions 14
</TABLE>
<PAGE>
Report of Independent Certified Public Accountants
To the Participants and Administrator of the
Global Imaging Systems, Inc.
401(k) Retirement Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statements of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Global Imaging Systems, Inc. 401(k) Retirement Plan (the "Plan") at March
31, 2000 and 1999, and the changes in net assets available for benefits for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America. These financial statements are the responsibility
of the Plan's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, 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 the opinion expressed above.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
table of contents are presented for the purpose of additional analysis and are
not a required part of the basic financial statements but are 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. These supplemental schedules are the responsibility of the Plan's
management. The supplemental schedules have been subjected to the auditing
procedures applied in the audits of the basic financial statements 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
September 22, 2000
<PAGE>
Global Imaging Systems, Inc.
401(k) Retirement Plan
Statements of Net Assets Available for Benefits
As of March 31, 2000 and 1999
--------------------------------------------------------------------------------
2000 1999
Assets
Investments $ 55,549,625 $ 28,099,939
------------ ------------
Receivables:
Participant contribution 47,207 72,657
Employer contribution 24,466 236,034
------------ ------------
Total receivables 71,673 308,691
------------ ------------
Net assets available for benefits $ 55,621,298 $ 28,408,630
============ ============
The accompanying notes are an integral part of the financial statements.
-2-
<PAGE>
Global Imaging Systems, Inc.
401(k) Retirement Plan
Statements of Changes in Net Assets Available for Benefits
For the Years Ended March 31, 2000 and 1999
--------------------------------------------------------------------------------
2000 1999
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments $ 8,305,545 $ 1,818,883
Interest and dividends 3,071,182 2,018,031
----------- -----------
Total investment income 11,376,727 3,836,914
----------- -----------
Contributions:
Participant 5,135,176 3,208,356
Employer 1,479,996 911,249
----------- -----------
Total contributions 6,615,172 4,119,605
----------- -----------
Transfers from other plans 12,352,856 7,848,593
----------- -----------
Total additions 30,344,755 15,805,112
----------- -----------
Deductions from net assets attributed to:
Benefits paid to participants (3,122,458) (1,274,186)
Administrative expenses (9,629) (2,093)
----------- -----------
Total deductions (3,132,087) (1,276,279)
----------- -----------
Net increase 27,212,668 14,528,833
Net assets available for benefits:
Beginning of year 28,408,630 13,879,797
----------- -----------
End of year $55,621,298 $28,408,630
=========== ===========
The accompanying notes are an integral part of the financial statements.
-3-
<PAGE>
Global Imaging Systems, Inc.
401(k) Retirement Plan
Notes to Financial Statements
For the Years Ended March 31, 2000 and 1999
--------------------------------------------------------------------------------
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, and subsequently amended, is a defined
contribution savings plan covering substantially all employees of Global
Imaging Systems, Inc. (the "Sponsor") and its subsidiaries, including ARMDAP,
Inc., AV Presentations, Inc., Brinckmann and Associates, Inc., Capitol Office
Solutions, Inc. ("Capitol"), Column Office Equipment, Inc., Dahill
Industries, Inc. ("Dahill"), Daniel Communications, Inc., Henderson's Office
Systems ("Henderson"), Lewan and Associates, Inc., Office Tech, Inc., Otis
McDonald's, Inc., and Statewide Photocopy Corp., which were acquired during
fiscal 2000 (except for Capitol, Dahill and Henderson which were acquired
during fiscal 1999) and have adopted the Plan as of March 31, 2000
(collectively and individually referred to as the "Employer"), who have
attained age 21 and one hour (1,000 hours prior to June 23, 1999) of service,
excluding employees subject to a collective bargaining agreement, leased
employees and nonresident aliens. See Note 8 for companies acquired
subsequent to March 31, 2000 which have adopted the Plan. The Plan is subject
to the provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
Contributions
Commencing November 1, 1998, eligible participants may contribute up to 18%
of pretax annual compensation, as defined by the Plan, subject to certain IRS
limitations. Prior to such date, the participants were eligible to contribute
up to 15% of pretax annual compensation. Participants may also contribute
amounts representing distributions from other qualified plans. The Employer
contributes to the Plan 50% of the first 6% of the participant's compensation
and prior to year end March 31, 1999, the Employer made discretionary
contributions annually. For the year ended March 31, 1999, the Employer made
discretionary contributions of $140,730. Participants direct the investment
of their contribution into various investment options offered by the Plan.
The Plan currently offers one money market fund, nine mutual funds and Global
Imaging Systems, Inc. stock as investment options for participants.
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.
-4-
<PAGE>
Global Imaging Systems, Inc.
401(k) Retirement Plan
Notes to Financial Statements
For the Years Ended March 31, 2000 and 1999
--------------------------------------------------------------------------------
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 $5,000, 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 $5,000, the Plan will
distribute the balance in a lump-sum.
Forfeited Accounts
At March 31, 2000 and 1999, forfeited nonvested accounts totaled $102,482 and
$44,801, respectively. Forfeited balances of terminated participants'
non-vested accounts are used to reduce future employer contributions. For the
years ended March 31, 2000 and 1999, employer contributions were reduced by
$27,943 and $33,386, respectively, from forfeited nonvested accounts.
Participant Loans
Loans to participants are not available except when participants transfer
loans from 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 to 12%. Principal and interest is paid ratably through monthly
payroll deductions.
Administration
The Plan is administered by the Company. Prudential Bank and Trust Company is
the trustee of the Plan. Certain administrative expenses are paid by the
Company.
-5-
<PAGE>
Global Imaging Systems, Inc.
401(k) Retirement Plan
Notes to Financial Statements
For the Years Ended March 31, 2000 and 1999
--------------------------------------------------------------------------------
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of
accounting, except for benefit payments, which 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.
Payment of Benefits
Benefits are recorded when paid.
Investment Valuation and Income Recognition
Investments are stated at fair value. Quoted market prices are used to value
investments. Shares of mutual funds are valued at the net asset value of
shares held by the Plan at year-end. Participant receivables and loans are
valued at cost which approximates fair value.
The Plan presents, in the statement of net assets available for benefits, the
net appreciation (depreciation) in the fair value of its investments, which
consists of the realized gains or losses and the unrealized appreciation
(depreciation) on those 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.
3. Statement of Position 99-3
The Company adopted the provisions of 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 eliminates the requirements to
separately disclose participant-directed investment options as a separate
fund in the financial statements in columnar form or in the related
disclosures.
-6-
<PAGE>
Global Imaging Systems, Inc.
401(k) Retirement Plan
Notes to Financial Statements
For the Years Ended March 31, 2000 and 1999
--------------------------------------------------------------------------------
4. Investments
The following presents investments that represent 5% or more of the Plan's
net assets:
March 31,
2000 1999
Prudential Government Security
Money Market Fund $ 3,633,412 $ 2,319,640
Prudential Balance Fund 1,198,020 868,634
Prudential World Fund Global 6,138,795 2,578,354
Fidelity Advisor Equity Growth Trust 21,695,540 11,757,872
Putnam Voyager Fund 14,583,157 6,443,100
Putnam Income Fund 2,212,687 1,633,611
During 2000 and 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year)
appreciated/(depreciated) in value as follows:
March 31,
2000 1999
Mutual funds $ 8,434,737 $ 1,831,090
Common stock fund (129,192) (12,207)
----------- -----------
$ 8,305,545 $ 1,818,883
=========== ===========
5. Related Party Transactions
Certain Plan investments are mutual funds and money market funds managed by
the trustee and shares of Company stock, and therefore, these transactions
qualify as party-in-interest.
6. 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.
7. 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-
<PAGE>
Global Imaging Systems, Inc.
401(k) Retirement Plan
Notes to Financial Statements
For the Years Ended March 31, 2000 and 1999
--------------------------------------------------------------------------------
8. Subsequent Events
Subsequent to March 31, 2000, the Sponsors acquired N&L Enterprises, which
adopted the Plan on June 1, 2000.
-8-
<PAGE>
Global Imaging Systems, Inc.
401(k) Retirement Plan
Schedule of Assets Held for Investment Purposes
At End of Year
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Identity of issue, borrower, Description of Current
lessor, or similar party investment value
-------------------------------------------------------- ------------------------ ---------------
<S> <C> <C>
Prudential Government Security Money Market Fund Money Market Fund $ 3,633,412
Prudential Government Short - Intermediate Term Fund Mutual Fund 384,399
Prudential Equity Income Growth Fund Mutual Fund 2,045,344
Prudential Balance Fund Mutual Fund 1,198,020
Prudential World Fund Mutual Fund 6,138,797
Prudential Stock Index Fund Mutual Fund 812,005
Fidelity Advisor Equity Growth Trust Mutual Fund 21,695,540
Putnam Voyager Fund Mutual Fund 14,583,157
Putnam Income Fund Mutual Fund 2,212,687
AIM Balance Fund Mutual Fund 2,377,623
Global Imaging Systems, Inc. Stock Common Stock 205,743
Participant Loans Interest ranging from
8% to 12% 261,717
Other 1,181
-------------
Total $ 55,549,625
=============
</TABLE>
-9-
<PAGE>
Global Imaging Systems, Inc.
401(k) Retirement Plan
Schedule of Investment Assets Both Acquired and
Disposed of Within the Plan Year
--------------------------------------------------------------------------------
The Plan has executed no transactions as defined.
-10-
<PAGE>
Global Imaging Systems, Inc.
401(k) Retirement Plan
Schedule of Reportable Transactions
--------------------------------------------------------------------------------
The Plan has executed no transactions as defined.
-11-
<PAGE>
Global Imaging Systems, Inc.
401(k) Retirement Plan
Schedule of Leases in Default or Classified as Uncollectible
--------------------------------------------------------------------------------
The Plan has executed no transactions as defined.
-12-
<PAGE>
Global Imaging Systems, Inc.
401(k) Retirement Plan
Schedule of Loans or Fixed Income Obligations
in Default or Classified as Uncollectible
--------------------------------------------------------------------------------
The Plan has executed no transactions as defined.
-13-
<PAGE>
Global Imaging Systems, Inc.
401(k) Retirement Plan
Schedule of Nonexempt Transactions
--------------------------------------------------------------------------------
The Plan has executed no transactions as defined.
-14-
<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)
September 27, 2000 /s/ Raymond Schilling
--------------------------- --------------------------------------------------
Date Raymond Schilling
Chief Financial Officer, Secretary and Treasurer,
(Duly Authorized Officer and Principal Financial
and Accounting Officer)
-15-
<PAGE>
EXHIBIT INDEX
-------------
Number Exhibit Page
------ ------- ----
23 Consent of Independent Certified Public Accountants 17
-16-
