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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 31, 1995
REGISTRATION NO. 33-88768
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MICROS SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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MARYLAND 52-1101488
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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12000 BALTIMORE AVENUE, BELTSVILLE, MARYLAND 20705-1291
(301) 210-6000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
A. L. GIANNOPOULOS, PRESIDENT AND CHIEF EXECUTIVE OFFICER
MICROS SYSTEMS, INC.
12000 BALTIMORE AVENUE, BELTSVILLE, MARYLAND 20705-1291
(301) 210-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
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JOHN T. CONNOR, JR., ESQ. KRIS F. HEINZELMAN, ESQ. GERALD S. TANENBAUM, ESQ.
CHADBOURNE & PARKE CRAVATH, SWAINE & MOORE CAHILL GORDON & REINDEL
30 ROCKEFELLER PLAZA 825 EIGHTH AVENUE 80 PINE STREET
NEW YORK, NEW YORK 10112 NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10005
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.
PROSPECTUS Subject to Completion
May 31, 1995
4,849,123 Shares
MICROS(R)
MICROS SYSTEMS, INC.
Common Stock
(par value $.025 per share)
Up to 4,849,123 shares of Common Stock, par value $.025 per share (the "Common
Stock"), of MICROS Systems, Inc. (the "Company") may be offered from time to
time by Westinghouse Electric Corporation ("Westinghouse") or Westinghouse
Holdings Corporation, a wholly-owned subsidiary of Westinghouse ("Transferee"),
to whom Westinghouse may transfer any or all shares of Common Stock owned by it
prior to any sale thereof (Westinghouse and Transferee are hereinafter referred
to collectively as the "Selling Stockholder"). See "Principal and Selling
Stockholder." The Company will not receive any proceeds from the sale of such
shares.
The Common Stock is quoted on the Nasdaq National Market under the symbol
"MCRS."
SEE "CERTAIN INVESTMENT CONSIDERATIONS" FOR INFORMATION THAT SHOULD BE
CONSIDERED BY PROSPECTIVE INVESTORS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The shares of Common Stock to which this Prospectus relates may from time to
time be offered and sold by the Selling Stockholder to or through underwriters,
through one or more agents or dealers or directly to purchasers. There is no
agreement at this time between the Selling Stockholder and any underwriter with
respect to such shares of Common Stock. The name of any underwriter, dealer or
agent involved in the offering of any of such shares of Common Stock will be set
forth in the accompanying Prospectus Supplement. The accompanying Prospectus
Supplement will also set forth the amounts proposed to be purchased by such
underwriter, dealer or agent, any applicable fee, commission or discount
arrangements with them and the initial offering price. Unless otherwise
specified in the accompanying Prospectus Supplement, the Selling Stockholder
will have the sole right to accept or reject, in whole or in part, any offer to
purchase shares of Common Stock and reserves the right to withdraw, cancel or
modify, without notice, the offer to sell shares of Common Stock contained in
this Prospectus and in any accompanying Prospectus Supplement. See "Plan of
Distribution" for possible indemnification arrangements for the agents and
underwriters. This Prospectus may not be used in connection with the sale of any
Common Stock unless accompanied by the applicable Prospectus Supplement.
, 1995
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No person is authorized to give any information or to make any representation
not contained or incorporated by reference in this Prospectus or any
accompanying Prospectus Supplement and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company,
the Selling Stockholder or any underwriter, agent or dealer. Neither this
Prospectus nor any accompanying Prospectus Supplement constitutes an offer to
sell or a solicitation of an offer to buy any securities in any jurisdiction in
which such offer or solicitation is not authorized or in which the person making
such offer or solicitation is not qualified to do so or to any person to whom it
is unlawful to make such offer or solicitation. Neither the delivery of this
Prospectus or any accompanying Prospectus Supplement nor any sale made hereunder
or thereunder shall, under any circumstances, create any implication that the
information contained herein or therein is correct as of any time subsequent to
the date hereof or thereof.
TABLE OF CONTENTS
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Page
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Available Information....................... 3
Incorporation of Certain Documents by
Reference................................. 3
The Company................................. 4
Certain Investment Considerations........... 4
Use of Proceeds............................. 6
Management Compensation and Changes......... 7
<CAPTION>
Page
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Principal and Selling Stockholder........... 8
Description of Capital Stock................ 9
Plan of Distribution........................ 11
Legal Matters............................... 12
Experts..................................... 12
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities of the Commission at the Commission's
office at 450 Fifth Street, N.W., Washington, D.C. 20549 and at the Regional
Offices of the Commission at 7 World Trade Center, New York, New York 10048 and
500 West Madison Street, Chicago, Illinois 60661. Copies of such material can be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. The Common Stock is
quoted on the Nasdaq National Market and reports, proxy statements and other
information concerning the Company can be inspected and copied at the offices of
Nasdaq Operations, 1735 K Street, N.W., Washington, D.C. 20006.
This Prospectus does not contain all the information set forth in the
Registration Statement of which this Prospectus is a part, or any amendments
thereto, certain portions of which have been omitted pursuant to the
Commission's rules and regulations. The information so omitted may be obtained
from the Commission's principal office in Washington, D.C. upon payment of the
fees prescribed by the Commission. Any statements contained herein concerning
the provisions of any document are not necessarily complete, and in each
instance reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed by the Company with the Commission
(File No. 0-9993) are incorporated herein by reference:
(i) the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1994;
(ii) the Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended September 30, 1994, December 31, 1994 and March 31,
1995;
(iii) the Company's Current Reports on Form 8-K dated October 11, 1994,
November 14, 1994 and February 28, 1995; and
(iv) the description of the Common Stock contained in the Company's
Registration Statement on Form 8-A dated October 23, 1981 by
incorporation by reference to the Company's Registration Statement
on Form S-1 (Registration No. 2-69969) and in the amendment to the
Company's Charter filed December 8, 1986 included as part of
Exhibit 3 to the Company's Annual Report of Form 10-K for the
fiscal year ended June 30, 1990.
All documents filed by the Company with the Commission pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Common Stock
offered hereby shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute part of this Prospectus. The Company will provide without charge
to each person to whom this Prospectus is delivered, upon such person's written
or oral request, a copy of any and all of the documents that have been
incorporated by reference in this Prospectus (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference into
such documents). Any such request should be directed to the Corporate Secretary
of MICROS Systems, Inc., 12000 Baltimore Avenue, Beltsville, Maryland 20705-1291
(telephone number (301) 210-6000).
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THE COMPANY
References to MICROS or the Company herein shall refer to MICROS Systems, Inc.
and its subsidiaries, unless the context otherwise indicates.
The Company is a leading worldwide designer, manufacturer, supplier and servicer
of point-of-sale ("POS") computer systems for hospitality providers, principally
full service and fast food restaurants, including restaurants located in hotels
and other lodging establishments. MICROS POS systems consist of terminals,
display devices, printers, computers and software which provide transaction
processing, in-store control and information management capabilities. The
Company also markets and distributes property management information systems
("PMS") products which provide reservation, guest accounting and other
information management capabilities to hotels and other lodging establishments.
The PMS products marketed and distributed by the Company are supplied by Fidelio
Software GmbH, a German company ("Fidelio"). MICROS owns a 30% interest in
Fidelio and has an option to acquire the remaining 70%. The Company also
provides service and support for its POS and PMS products, including
installation, training, hardware and software maintenance, spare parts, media
supplies and consulting services.
MICROS Systems, Inc. was incorporated in the State of Maryland in 1977 as Picos
Manufacturing, Inc. and, in 1978, changed its name to MICROS Systems, Inc. The
Company's executive offices and its main administrative, manufacturing, sales,
marketing, customer service and product development facilities are located at
12000 Baltimore Avenue, Beltsville, Maryland 20705-1291, and its telephone
number is (301) 210-6000.
As of December 31, 1994, MICROS was a 61.8%-owned subsidiary of Westinghouse.
CERTAIN INVESTMENT CONSIDERATIONS
HOSPITALITY INDUSTRY ECONOMY
MICROS product sales are dependent in large part on the health of the
hospitality industry, which in turn is dependent on levels of travel, tourism
and business entertaining. Although the hospitality industry has recently
experienced profitability and growth after a recessionary period, there can be
no assurance that profitability and growth will continue. The hospitality
industry is affected by a variety of factors, including war, global and regional
instability, natural disasters and general economic conditions. Adverse
developments in the hospitality industry could materially adversely affect the
Company's business, operating results and financial condition.
COMPETITION
The markets in which the Company competes are highly competitive. There are
currently at least three dozen suppliers who offer some form of sophisticated
POS system similar to the Company's and over 100 PMS competitors worldwide. Some
of these competitors are larger than the Company and have access to
substantially greater financial and other resources than does the Company. The
rapid rate of technological change in the industry ensures that the Company will
face competition not only from new products designed by existing companies, but
also from products designed by companies not presently competing with the
Company, which products may have features not presently available on MICROS
products. The Company believes that its competitive ability depends on its
product development capability, its extensive distribution channels in the POS
and the PMS markets and its customer service capability. There can be no
assurance that the Company will be able to continue to compete effectively in
the future.
DEPENDENCE UPON KEY PERSONNEL; MANAGEMENT OF POTENTIAL GROWTH
The Company's future success and potential growth depend in part on its ability
to retain its key management and technical and sales personnel and to recruit,
train and retain sufficient numbers of other highly qualified managerial,
technical and sales personnel on a continuing basis. There can be no assurance
that the Company will be able to retain its key management or technical and
sales personnel or that it will be able to attract and retain sufficient numbers
of other highly qualified managerial, technical and sales personnel. The
inability to retain or attract such personnel could materially adversely affect
the Company's business, operating results and financial condition. In addition,
the Company's ability to manage potential growth successfully will require the
Company to continue to improve its operational, management and financial systems
and controls.
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RESEARCH AND DEVELOPMENT; TECHNOLOGICAL CHANGE
The products sold by the Company are subject to rapid and continual
technological change. Products available from the Company, as well as
competitors, have increasingly offered a wider range of features and
capabilities. The Company's product development strategy is to provide upwardly
compatible systems incorporating the newest technologies. There can be no
assurance that the Company will be able to continue funding research and
development at levels sufficient to enhance its current product offerings or
will be able to develop and introduce on a timely basis new products that keep
pace with technological developments and emerging industry standards and address
the evolving needs of its customers. There also can be no assurance that the
Company will not experience difficulties that will result in delaying or
preventing the successful development, introduction and marketing of new
products or that its new products and product enhancements will adequately meet
the requirements of the marketplace or achieve any significant degree of market
acceptance. The inability of the Company, for any reason, to develop and
introduce new products and product enhancements in a timely manner in response
to changing market conditions or customer requirements could materially
adversely affect the Company's business, operating results and financial
condition.
GROWTH RATE AND MARGINS
The Company has recently experienced rapid revenue growth at a rate that it
believes has significantly exceeded that of the global market for POS computer
systems and PMS products for the hospitality industry. Although the Company
currently anticipates continued revenue growth at a rate in excess of such
market, and therefore an increase in its overall market share, it does not
expect to maintain growth at recent levels and there can be no assurance that
any particular level of growth can be achieved. In addition, due to the
competitive nature of the market, the Company recently has experienced greater
gross margin pressure on its products than it has in the past, and the Company
expects this trend to continue. There can be no assurance that the Company will
be able to sufficiently increase sales of its higher margin products, including
software and services, to prevent declines in the Company's overall gross
margin.
FLUCTUATIONS IN QUARTERLY RESULTS
The Company's quarterly operating results have varied in the past and may vary
in the future depending upon such factors as the timing of new product
introductions, changes in the pricing and promotion policies of the Company and
its competitors, market acceptance of new products and enhanced versions of
existing products and the capital expenditure budgets of its customers. Although
the Company does not consider its business to be seasonal, for a variety of
reasons, including certain of those noted above, during each of the past three
fiscal years and the current fiscal year the Company's revenue and income from
operations in the third fiscal quarter have shown declines from those for the
second fiscal quarter. The Company believes that quarter-to-quarter comparisons
of its results of operations are not necessarily meaningful or indicative of
future performance.
DEPENDENCE ON PMS SUPPLIER
The failure of Fidelio to continue to develop PMS products or other adverse
developments in the business of Fidelio or the Company's relationship with
Fidelio could adversely affect the Company's ability to supply PMS products and,
as a result, could materially adversely affect the Company's business, operating
results and financial condition.
INCREASED COSTS AS AN INDEPENDENT COMPANY
Westinghouse has heretofore arranged for the provision of certain services to
the Company at costs less than the Company believes it could have obtained on
its own. These arrangements will be replaced by the Company with its own
contracts as and when the Company elects to do so or is no longer eligible to
participate in such arrangements. The Company estimates that the incremental
cost to it of purchasing such services without the benefit of participating in
programs of Westinghouse could total approximately $1.0 million per year on a
pre-tax basis. See "Principal and Selling Stockholder." As of the effective date
of the Registration Statement of which this Prospectus is a part, the Company's
President and Chief Executive Officer became a full-time employee of the
Company. Prior to such date, he was a full-time employee of Westinghouse and was
compensated by Westinghouse, receiving no compensation from the Company. His
compensation arrangement with the Company extends through December 31, 1999 and
provides for a fiscal 1995 salary at an annual rate of $193,000 and a fiscal
1995 target bonus of $110,000, the actual amount of the bonus paid to be based
on certain performance criteria and not to exceed 200% of the target bonus. Such
annual salary and target bonus will each increase $10,000 each July 1 hereafter.
See "Management Compensation and Changes."
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<PAGE> 7
In addition, Westinghouse, as an incentive to 11 key officers to remain with the
Company for a period of two years following the effective date of the
Registration Statement of which this Prospectus is a part, has agreed to make
payments to such officers aggregating up to approximately $1.25 million, payable
in three equal installments promptly after such effective date and on the first
and second anniversaries of such effective date (subject to the officer
remaining employed by the Company on the relevant payment date). Even though
such payments will be entirely funded by Westinghouse and will not require any
use of the Company's cash, for accounting purposes, one-third of such payments
will be required to be reflected as compensation expense in the Company's
financial statements on the first payment date with the remainder to be
reflected as compensation expense over the 24-month period following the
effective date of the Registration Statement of which this Prospectus is a part.
MARKET FOR COMMON STOCK
The Company's Common Stock is quoted on the Nasdaq National Market. Prior to the
date of this Prospectus, there has been limited trading in the Common Stock and
there can be no assurance that an active market for the Common Stock will
develop or continue after any sale of shares of Common Stock to which this
Prospectus relates. Accordingly, no assurance can be given as to the liquidity
of the market for the Common Stock or the price at which any sales may occur,
which price will depend upon a number of factors, many of which are beyond the
control of the Company.
POSSIBLE EFFECTS OF MARYLAND ANTI-TAKEOVER PROVISIONS
Certain provisions of the Maryland General Corporation Law (the "MGCL") may
discourage persons or entities from attempting to gain control of a corporation
that is subject to such provisions. The MGCL imposes certain statutory
requirements with respect to "business combinations," such as mergers and other
similar transactions and specified transfers of assets and securities, between a
Maryland corporation and a person who, directly or indirectly, beneficially owns
10% or more of the voting power of the then-outstanding voting stock of the
corporation or an affiliate of such a stockholder. The MGCL also contains
limitations on voting rights of shares acquired in a "control share acquisition"
(an acquisition in which certain thresholds of ownership of a Maryland
corporation's voting stock are met or exceeded). For a more detailed description
of these MGCL provisions, see "Description of Capital Stock--Maryland
Anti-takeover Provisions."
USE OF PROCEEDS
All of the shares of Common Stock offered hereby are being offered for sale by
the Selling Stockholder. The Company will not receive any of the proceeds from
the sale of such shares.
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MANAGEMENT COMPENSATION AND CHANGES
As of the effective date of the Registration Statement of which this Prospectus
is a part, A.L. Giannopoulos, the Company's President and Chief Executive
Officer, became a full-time employee of the Company. Prior to such date, he was
a full-time employee of Westinghouse and was compensated by Westinghouse,
receiving no compensation from the Company. Mr. Giannopoulos' compensation
arrangement with the Company extends through December 31, 1999 and provides for
a fiscal 1995 salary at an annual rate of $193,000 and a fiscal 1995 target
bonus of $110,000, the actual amount of the bonus paid to be based on certain
performance criteria and not to exceed 200% of the target bonus. Such annual
salary and target bonus will each increase $10,000 each July 1 hereafter.
In addition, Westinghouse, as an incentive to 11 key officers to remain with the
Company for a period of two years following the effective date of the
Registration Statement of which this Prospectus is a part, has agreed to make
payments to such officers aggregating up to approximately $1.25 million, payable
in three equal installments promptly after such effective date and on the first
and second anniversaries of such effective date (subject to the officer
remaining employed by the Company on the relevant payment date). Even though
such payments will be entirely funded by Westinghouse and will not require any
use of the Company's cash, for accounting purposes, one-third of such payments
will be required to be reflected as compensation expense in the Company's
financial statements on the first payment date with the remainder to be
reflected as compensation expense over the 24-month period following the
effective date of the Registration Statement of which this Prospectus is a part.
In May 1995, the Company authorized the grant to certain plan participants on or
after the effective date of the Registration Statement of which this Prospectus
is a part, pursuant to the Company's 1991 Stock Option Plan, of options to
purchase an aggregate of 186,000 shares of Common Stock at an exercise price
equal to the closing sale price of the Common Stock on the date of grant.
Pursuant to a Stock Unit Purchase Agreement dated October 30, 1986, as amended
by a letter agreement dated May 2, 1995, between Westinghouse and the Company
(collectively, the "Purchase Agreement"), for so long as the Selling Stockholder
holds not less than 18% of the then issued and outstanding shares of Common
Stock, the Company shall use its best efforts to cause the Board of Directors of
the Company to nominate as Directors of the Company such two representatives as
the Selling Stockholder may designate.
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PRINCIPAL AND SELLING STOCKHOLDER
The Selling Stockholder owns 4,849,123 shares of Common Stock, representing
61.8% of the outstanding Common Stock as of December 31, 1994. If all of the
shares of Common Stock to which this Prospectus relates are sold, the Selling
Stockholder will not own any shares of Common Stock.
The Company obtains certain insurance coverage and other services through
arrangements negotiated by Westinghouse for itself and its subsidiaries and
affiliates. These arrangements will be replaced by the Company with its own
contracts as and when the Company elects to do so or is no longer eligible to
participate in such arrangements. The Company estimates that the incremental
cost to it of purchasing such services without the benefit of participating in
programs of Westinghouse could total approximately $1.0 million per year on a
pre-tax basis. Westinghouse has indicated its willingness to work with the
Company to establish new service arrangements in efforts to minimize any
incremental costs thereof.
The Company's President and Chief Executive Officer, Mr. Giannopoulos, was
formerly a full-time employee of Westinghouse. In connection with his departure
from Westinghouse, Mr. Giannopoulos and Westinghouse entered into a severance
agreement, which provides for, among other things, a severance payment and
continued participation in certain aspects of Westinghouse's stock option and
pension plans. See "Management Compensation and Changes."
The shares of Common Stock owned by the Selling Stockholder and offered hereby
have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to the exercise by Westinghouse of its rights to
request such registration under the Purchase Agreement. Pursuant to the terms of
the Purchase Agreement, Westinghouse shall pay the expenses incurred by the
Company in connection with the registration and sale of the shares of Common
Stock to which this Prospectus relates. In addition to the Registration
Statement of which this Prospectus is a part, the Selling Stockholder will have
the right under the Purchase Agreement to request one additional registration
under the Securities Act for the sale of all or a portion (subject to a minimum
of 100,000 shares) of its shares, as well as the right to include such shares in
a registration statement filed by the Company under the Securities Act for the
sale of shares by the Company. In the Purchase Agreement, the Company has agreed
to indemnify Westinghouse and Transferee, if it is the Selling Stockholder, in
respect of certain liabilities, including liabilities under the federal
securities laws.
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DESCRIPTION OF CAPITAL STOCK
COMMON STOCK
The following description of the Common Stock of the Company includes a summary
of certain provisions of the Company's Charter (the "Charter") and its By-laws,
as amended (the "By-laws"). Such description does not purport to be complete and
is subject to the detailed provisions of, and is qualified in its entirety by
reference to, the Charter and the By-laws, copies of which are on file with the
Commission and are incorporated by reference as exhibits to the Registration
Statement of which this Prospectus is a part.
The Company is authorized by its Charter to issue up to 10,000,000 shares of
Common Stock, par value $.025 per share. As of December 31, 1994, there were
7,843,761 shares of Common Stock issued and outstanding, all of which are
validly issued, fully paid and nonassessable. Holders of Common Stock are
entitled to cast one vote per share on all matters voted upon by stockholders.
Except as otherwise provided in the Charter or the MGCL, a majority of the votes
cast at a meeting of stockholders at which a quorum is present is sufficient to
elect directors and to approve any matter which properly comes before the
meeting. Holders of Common Stock are entitled to receive such dividends as are
authorized and declared by the Board of Directors. The Charter provides that the
holders of Common Stock shall have preemptive rights to acquire additional
shares upon any new issue of Common Stock. Upon liquidation of the Company,
holders of Common Stock are entitled to share equally and ratably in any assets
available for distribution to them.
Under the MGCL and the Charter, any amendment to the Charter shall be approved
by the vote of a majority of the shares of Common Stock entitled to vote on the
matter; however, any amendment to the Charter which changes the terms of any of
the outstanding stock shall not be valid unless such change of terms shall have
been authorized by the holders of four-fifths of all such stock at the time
outstanding, by vote at a meeting or in writing with or without a meeting.
Special meetings of stockholders of the Company may be called at any time by the
Board of Directors or the President, and shall be called by the President or the
Secretary at the written request of the holders of 25% of the shares of Common
Stock then outstanding and entitled to vote, or as otherwise required by law.
The transfer agent and registrar for the Common Stock is First National Bank of
Maryland, Baltimore, Maryland.
For a description of certain Securities Act registration rights granted to the
Selling Stockholder, see "Principal and Selling Stockholder."
MARYLAND ANTI-TAKEOVER PROVISIONS
Business Combinations
The MGCL imposes certain statutory requirements with respect to certain
"business combinations," such as mergers and other similar transactions and
specified transfers of assets and securities, between a Maryland corporation and
either (i) a person who, directly or indirectly, beneficially owns 10% or more
of the voting power of the outstanding voting stock of the corporation or (ii)
an affiliate or associate of the corporation who, at any time within the
two-year period prior to the date in question, was the beneficial owner,
directly or indirectly, of 10% or more of the voting power of the then-
outstanding voting stock of the corporation (such person, affiliate or
associate, an "Interested Stockholder").
Under the MGCL, certain business combinations between a Maryland corporation and
an Interested Stockholder may not be consummated for a period of five years
following the most recent date on which the Interested Stockholder becomes an
Interested Stockholder. Following the five-year period, any such business
combination must be recommended by the board of directors of the corporation and
approved by the affirmative vote of at least (i) 80% of the votes entitled to be
cast by the holders of outstanding shares of voting stock and (ii) 66- 2/3% of
the votes entitled to be cast by the holders of the voting stock held by
stockholders other than the Interested Stockholder with whom (or with whose
affiliate) the business combination is to be effected, unless the corporation's
common stockholders receive a minimum price (as defined in the MGCL) for their
shares and the consideration is received in the same form as previously paid by
the Interested Stockholder for its shares. A business combination with an
Interested Stockholder which is approved by, or exempted from the statute by,
the board of directors of the Maryland corporation at any time before an
Interested Stockholder first becomes an Interested Stockholder is not subject to
the special voting requirements. An amendment to a Maryland corporation's
charter electing not to be subject to the foregoing requirements must be
approved by the affirmative vote of at least 80% of the votes entitled to be
cast by all holders of outstanding shares of voting stock and 66- 2/3% of the
votes entitled to be cast by holders of outstanding shares of voting stock who
are not Interested Stockholders. Because the
9
<PAGE> 11
Company had a stockholder who held more than 10% of its voting stock on July 1,
1983, any business combination between the Company and a current or future
Interested Stockholder would not be subject to the five-year moratorium or the
supermajority vote requirements of the MGCL; however, there can be no assurance
that the Board of Directors of the Company will not elect to make such
provisions applicable to the Company in the future as permitted under the MGCL.
Control Share Acquisitions
The MGCL provides that "control shares" of a Maryland corporation acquired in a
"control share acquisition" have no voting rights unless approved by a vote of
two-thirds of the votes entitled to be cast on the matter, excluding shares of
stock owned by the acquiror, by officers or by directors who are employees of
the corporation. "Control shares" are voting shares of stock which, if
aggregated with all other such shares of stock previously acquired by the
acquiror, or in respect of which the acquiror is able to exercise or direct the
exercise of voting power (except solely by virtue of a revocable proxy), would
entitle the acquiror, directly or indirectly, to exercise or direct the exercise
of voting power in electing directors within one of the following ranges of
voting power: (i) one-fifth or more but less than one-third, (ii) one-third or
more but less than a majority or (iii) a majority or more of all voting power.
Control shares do not include shares the acquiring person is entitled to vote as
a result of having previously obtained stockholder approval. A "control share
acquisition" means the acquisition, directly or indirectly, of control shares,
subject to certain exceptions.
A person who has made or proposes to make a control share acquisition, upon
satisfaction of certain conditions, may compel the corporation to call a special
meeting of stockholders to be held within 50 days of the demand to consider the
voting rights of the shares. If no request for a meeting is made, the
corporation may itself present the question at any stockholders meeting.
If voting rights are not approved at the meeting or if the acquiring person does
not deliver an acquiring person statement as required by the statute, then,
subject to certain conditions and limitations, the corporation may redeem any or
all of the control shares (except those for which voting rights have previously
been approved) for fair value. If voting rights for control shares are approved
at a stockholders meeting, resulting in the acquiring person controlling a
majority of the voting power, then all other stockholders shall be entitled to
demand and receive from the corporation for their stock the highest price per
share paid by the acquiring person in the control share acquisition.
The control share acquisition statute does not apply (a) to shares acquired in a
merger, consolidation or share exchange if the corporation is a party to the
transaction or (b) to acquisitions approved or exempted by the charter or
by-laws of the corporation. There are currently no such exemptive provisions in
the Charter or By-laws of the Company.
Reference is made to the full text of the foregoing statutes for their entire
terms, and the partial summary contained herein is not intended to be complete.
10
<PAGE> 12
PLAN OF DISTRIBUTION
The Company has been advised that the shares of Common Stock to which this
Prospectus relates may from time to time be offered and sold by the Selling
Stockholder to or through underwriters, through one or more agents or dealers or
directly to purchasers. The distribution of the Common Stock being offered (the
"Offered Shares") may be effected from time to time in one or more transactions
at a fixed price or prices, which may be changed, at market prices prevailing at
the time of sale, at prices related to such prevailing market prices or at
negotiated prices.
Unless otherwise specified in the accompanying Prospectus Supplement, the
obligations of any underwriters to pay for and accept delivery of the Offered
Shares will be subject to the approval of certain legal matters by their counsel
and certain other conditions, and the underwriters will be committed to take and
pay for all of the Offered Shares if any are taken. Any public offering price
and any discounts or concessions allowed or reallowed or paid to dealers may be
changed from time to time.
The Company has been further advised that offers to purchase Common Stock may be
solicited directly by the Selling Stockholder or by agents designated by the
Selling Stockholder from time to time. Unless otherwise specified in the
accompanying Prospectus Supplement, any such agent will be acting on a
reasonable efforts basis for the period of its appointment. Unless otherwise
specified in the accompanying Prospectus Supplement, the Selling Stockholder
will have the sole right to accept or reject, in whole or in part, any offer to
purchase shares of Common Stock and reserves the right to withdraw, cancel or
modify, without notice, the offer to sell shares of Common Stock contained in
this Prospectus and in any accompanying Prospectus Supplement.
If sold through agents, the Offered Shares may be sold from time to time by
means of (i) ordinary brokers' transactions, (ii) block transactions (which may
involve crosses) in accordance with the rules of any stock exchange or trading
system on which the Common Stock is admitted for trading privileges (the
"Markets"), in which such an agent may attempt to sell the Common Stock as agent
but may position and resell all or a portion of the blocks as principal, (iii)
"fixed price offerings" off the Markets (as described below) or (iv) any
combination of such methods of sale, in each case at market prices prevailing at
the time of sale in the case of transactions on the Markets and at prices
related to prevailing market prices or negotiated prices in the case of
transactions off the Markets. In connection therewith, distributors' or sellers'
commissions may be paid or allowed that will not exceed those customary in the
types of transactions involved. If an agent purchases Common Stock as principal,
such stock may be resold by any of the methods of sale described above.
From time to time an agent may conduct a "fixed price offering" of Common Stock
off the Markets. In such case, such agent would purchase a block of shares from
the Selling Stockholder and would form a group of selected dealers to
participate in the resale of the shares. Any such offering will be described in
the accompanying Prospectus Supplement setting forth the terms of the offering
and the number of shares being offered.
If a dealer is utilized in the sale of Offered Shares, the Selling Stockholder
may sell such Offered Shares to the dealer as principal. The dealer may then
resell such Offered Shares to the public at varying prices determined by such
dealer at the time of resale.
In connection with the sale of Common Stock, underwriters or agents may receive
compensation from the Selling Stockholder or from purchasers of Common Stock for
whom they may act as agents in the form of discounts, concessions or
commissions. Underwriters or agents may sell Common Stock to or through dealers,
and such dealers may receive compensation in the form of discounts, concessions
or commissions from the underwriters or agents and/or commissions from the
purchasers for whom they may act as agents. Underwriters, agents and dealers
that participate in the distribution of Common Stock may be deemed to be
underwriters, and any discounts or commissions received by them from the Selling
Stockholder and any profit on the resale of Common Stock by them may be deemed
to be underwriting discounts and commissions, under the Securities Act. Any such
underwriter or agent will be identified, and any such compensation payable by
the Selling Stockholder will be described, in the accompanying Prospectus
Supplement.
Under agreements which may be entered into by the Company and the Selling
Stockholder, underwriters and agents who participate in the distribution of
Common Stock may be entitled to indemnification by Westinghouse and the Company
against certain civil liabilities, including liabilities under the federal
securities laws, or to contribution by Westinghouse and the Company to payments
which such underwriters or agents may be required to make in respect thereof.
Underwriters, agents and dealers may engage in transactions with or perform
services for the Selling Stockholder and/or the Company in the ordinary course
of business.
11
<PAGE> 13
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby will be passed upon
for the Company by Ballard Spahr Andrews & Ingersoll, Baltimore, Maryland.
Certain legal matters in connection with the sale of shares of Common Stock to
which this Prospectus relates will be passed upon for the Company by Chadbourne
& Parke, New York, New York, for the Selling Stockholder by Louis J. Briskman,
General Counsel of Westinghouse, and Cravath, Swaine & Moore, New York, New
York, and for the underwriters, if any, by Cahill Gordon & Reindel (a
partnership including a professional corporation), New York, New York. With
respect to certain matters relating to the laws of the State of Maryland,
Chadbourne & Parke, Louis J. Briskman, Cravath, Swaine & Moore and Cahill Gordon
& Reindel may rely upon the opinion of Ballard Spahr Andrews & Ingersoll.
EXPERTS
The consolidated financial statements incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1994, have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
With respect to the unaudited consolidated financial information for the three
months ended September 30, 1994 and 1993, the six months ended December 31, 1994
and 1993 and the nine months ended March 31, 1995 and 1994, incorporated by
reference in this Prospectus, Price Waterhouse LLP reported that they have
applied limited procedures in accordance with professional standards for a
review of such information. However, their separate reports dated October 28,
1994, February 8, 1995 and May 8, 1995, incorporated by reference herein, state
that they did not audit and they do not express an opinion on that unaudited
consolidated financial information. Price Waterhouse LLP has not carried out any
significant or additional audit tests beyond those which would have been
necessary if their reports had not been incorporated by reference. Accordingly,
the degree of reliance on their reports on such information should be restricted
in light of the limited nature of the review procedures applied. Price
Waterhouse LLP is not subject to the liability provisions of Section 11 of the
Securities Act for their reports on the unaudited consolidated financial
information because neither such report is a "report" or a "part" of the
Registration Statement prepared or certified by Price Waterhouse LLP within the
meaning of Sections 7 and 11 of the Securities Act.
12
<PAGE> 14
MICROS(R)
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the distribution of the securities being
registered hereby, other than underwriting discounts and commissions, are as
follows:
<TABLE>
<S> <C> <C>
Securities and Exchange Commission Registration Fee $ 54,762
*Legal Fees and Expenses 755,000
*Accountants' Fees and Expenses 160,000
*Printing Expenses 150,000
*State Qualification Expenses (including legal fees) 12,500
*Miscellaneous 17,738
----------
*Total $1,150,000
==========
<FN>
- ---------
* Estimated.
</TABLE>
All of the expenses in connection with the distribution of the securities
registered hereby will be borne by the Selling Stockholder.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Charter, as amended, of MICROS Systems, Inc. ("MICROS" or the "Company")
provides that the Company shall indemnify its directors and officers, whether
serving the Company or, at its request, another entity, to the fullest extent
required or permitted by the general laws of the State of Maryland now or
hereafter in force, including the advance of expenses under the procedures
provided by such laws. The Company's Charter also provides that the Company
shall indemnify its other agents or employees, whether serving the Company or,
at its request, another entity, to such an extent as is authorized by the Board
of Directors or the By-laws of the Company and as permitted by law.
Section 2-418 of the Maryland General Corporation Law (the "MGCL") requires a
corporation (unless its charter provides otherwise) to indemnify a director or
officer who has been successful, on the merits or otherwise, in the defense of
any proceeding to which such director or officer is a made a party by reason of
such director's or officer's service in that capacity. The Charter does not
currently exempt the Company from such requirements.
Section 2-418 of the MGCL provides that a corporation may indemnify any director
or officer made a party to any proceeding by reason of service in these or
certain other capacities against judgments, penalties, fines, settlements and
reasonable expenses actually incurred by the director or officer in connection
with the proceeding, unless it is established that (i) the act or omission of
the director or officer was material to the matter giving rise to the proceeding
and (a) was committed in bad faith or (b) was the result of active and
deliberate dishonesty; (ii) the director or officer actually received an
improper personal benefit in money, property or services; or (iii) in the case
of any criminal proceeding, the director or officer had reasonable cause to
believe that the act or omission was unlawful. Termination of any proceeding by
judgment, order or settlement does not create a presumption that the director
did not meet the requisite standard of conduct. Termination of any proceeding by
conviction, or plea of nolo contendere or its equivalent, or entry of an order
of probation prior to judgment, creates a rebuttable presumption that the
director did not meet the requisite standard of conduct. Indemnification is not
permitted unless authorized for a specific proceeding, after a determination
that indemnification is permissible because the requisite standard of conduct
designated above has been met.
Under Section 2-418 of the MGCL, a director or officer may not be indemnified by
a Maryland corporation in respect of any proceeding by or in the right of the
corporation in which such director or officer has been adjudged liable to the
corporation or in respect of any proceeding charging improper personal benefit
in which such director or officer was adjudged to be liable on the basis that
personal benefit was improperly received.
The reasonable expenses incurred by a director who is a party to a proceeding
may be paid or reimbursed by the Company in advance of the final disposition of
the proceeding upon receipt by the Company of both a written affirmation by the
director of his good faith belief that the standard of conduct necessary for
indemnification by the Company has been met and a written undertaking by or on
behalf of the director to repay the amount if it shall be ultimately determined
that the
II-1
<PAGE> 16
standard of conduct has not been met. This undertaking shall be an unlimited
general obligation of the director but need not be secured and may be accepted
without reference to financial ability to make the repayment.
The indemnification and advancement of expenses provided or authorized by
Section 2-418 are not exclusive of any other rights to which a director may be
entitled under the charter, by-laws, a resolution of stockholders or directors,
an agreement or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.
Pursuant to Section 2-418 of the MGCL, a corporation may purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or who, while serving in such capacity, is or was at
the request of the corporation serving as a director, officer, partner, trustee,
employee or agent of another corporation or legal entity or of an employee
benefit plan, against liability asserted against and incurred by such person in
any such capacity or arising out of such person's position, whether or not the
corporation would have the power to indemnify against liability under Section
2-418. A corporation may provide similar protection, including a trust fund,
letter of credit or surety bond, which is not inconsistent with Section 2-418. A
subsidiary or an affiliate of the corporation may provide the insurance or
similar protection.
Subject to certain exclusions, the directors and officers of the Company and its
affiliates are insured against certain liabilities for actions taken in such
capacities, including liabilities under the Securities Act of 1933, as amended
(the "Securities Act"). The Company is insured, subject to certain retentions
and exceptions, to the extent it shall have indemnified the directors and
officers for such loss.
In addition, the Company and certain other persons may be entitled under
agreements entered into with agents or underwriters to indemnification by such
agents or underwriters against certain liabilities, including liabilities under
the Securities Act, or to contribution with respect to payments which the
Company or such persons may be required to make in respect thereof.
ITEM 16. LIST OF EXHIBITS.
<TABLE>
<S> <C>
1. Form of proposed Underwriting Agreement.*
4a. Charter of the Company, incorporated herein by reference to Exhibit 3 to the Annual
Report on Form 10-K of the Company for the fiscal year ended June 30, 1990.
4b. By-laws of the Company, incorporated herein by reference to Exhibit 3 to the Annual
Report on Form 10-K of the Company for the fiscal year ended June 30, 1990.
4c. Specimen certificate for Common Stock, incorporated herein by reference to Exhibit 4 to
Amendment No. 1 to the Registration Statement on Form S-1 of the Company bearing
Registration No. 2-69969.
4d. Stock Unit Purchase Agreement dated as of October 30, 1986 between the Company and
Westinghouse.*
4e. Letter Agreement dated May 2, 1995 between the Company and Westinghouse.*
5. Opinion of Ballard Spahr Andrews & Ingersoll.*
15a. Letter on Unaudited Interim Financial Information with respect to the report dated
October 28, 1994.**
15b. Letter on Unaudited Interim Financial Information with respect to the report dated
February 8, 1995.*
15c. Letter on Unaudited Interim Financial Information with respect to the report dated May
8, 1995, incorporated herein by reference to Exhibit 15 to the Quarterly Report on Form
10-Q of the Company for the quarterly period ended March 31, 1995.
23a. Consent of Price Waterhouse LLP, independent accountants.
23b. Consent of Ballard Spahr Andrews & Ingersoll (contained in their opinion filed as
Exhibit 5 to this Registration Statement).*
24. Powers of Attorney.*
</TABLE>
- ---------
* Previously filed.
** Previously filed as Exhibit 15 to Amendment No. 1 to this Registration
Statement.
II-2
<PAGE> 17
ITEM 17. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement: (i) to include any
prospectus required by Section 10(a) (3) of the Securities Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement; (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE> 18
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE COMPANY
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT TO THE
REGISTRATION STATEMENT (REGISTRATION NO. 33-88768) TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN BELTSVILLE, MARYLAND, ON THIS
31ST DAY OF MAY, 1995.
MICROS Systems, Inc.
By /s/ RONALD J. KOLSON
----------------------------------
Ronald J. Kolson
Executive Vice President and
Chief Operating Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT TO
THE REGISTRATION STATEMENT (REGISTRATION NO. 33-88768) HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED ON THIS 31ST DAY OF MAY, 1995.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
LOUIS M. BROWN, JR.* Chairman of the Board and Director
- --------------------------------------------------
Louis M. Brown, Jr.
A.L. GIANNOPOULOS* President and Chief Executive Officer
- -------------------------------------------------- and Director (Principal executive officer)
A.L. Giannopoulos
/s/ GARY C. KAUFMAN Vice President, Finance and
- -------------------------------------------------- Administration/Chief Financial Officer
Gary C. Kaufman (Principal financial officer)
/s/ ROBERTA J. WATSON Vice President and Controller
- -------------------------------------------------- (Principal accounting officer)
Roberta J. Watson
DANIEL COHEN* Director
- --------------------------------------------------
Daniel Cohen
CARROLL H. JOHNSON* Director
- --------------------------------------------------
Carroll H. Johnson
ALAN M. VOORHEES* Director
- --------------------------------------------------
Alan M. Voorhees
EDWARD T. WILSON* Director
- --------------------------------------------------
Edward T. Wilson
*By /s/ GARY C. KAUFMAN
- --------------------------------------------------
Gary C. Kaufman
(Attorney-in-Fact)
</TABLE>
II-4
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER PAGE
------ -----------
<S> <C> <C>
1. Form of proposed Underwriting Agreement.*
4a. Charter of the Company, incorporated herein by reference to Exhibit 3 to the
Annual Report on Form 10-K of the Company for the fiscal year ended June 30,
1990.
4b. By-laws of the Company, incorporated herein by reference to Exhibit 3 to the
Annual Report on Form 10-K of the Company for the fiscal year ended June 30,
1990.
4c. Specimen certificate for Common Stock, incorporated herein by reference to
Exhibit 4 to Amendment No. 1 to the Registration Statement on Form S-1 of the
Company bearing Registration No. 2-69969.
4d. Stock Unit Purchase Agreement dated as of October 30, 1986 between the Company
and Westinghouse.*
4e. Letter Agreement dated May 2, 1995 between the Company and Westinghouse.*
5. Opinion of Ballard Spahr Andrews & Ingersoll.*
15a. Letter on Unaudited Interim Financial Information with respect to the report
dated October 28, 1994.**
15b. Letter on Unaudited Interim Financial Information with respect to the report
dated February 8, 1995.*
15c. Letter on Unaudited Interim Financial Information with respect to the report
dated May 8, 1995, incorporated herein by reference to the Quarterly Report on
Form 10-Q of the Company for the quarterly period ended March 31, 1995.
23a. Consent of Price Waterhouse LLP, independent accountants.
23b. Consent of Ballard Spahr Andrews & Ingersoll (contained in their opinion filed
as Exhibit 5 to this Registration Statement).*
24. Powers of Attorney.*
</TABLE>
- ---------
* Previously filed.
** Previously filed as Exhibit 15 to Amendment No. 1 to this Registration
Statement.
<PAGE> 1
EXHIBIT 23a
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 (Registration No.
33-88768) of our report dated August 17, 1994 appearing on page 22 of the MICROS
Systems, Inc. Annual Report on Form 10-K for the year ended June 30, 1994. We
also consent to the reference to us under the heading "Experts" in such
Prospectus.
/S/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Baltimore, Maryland
May 30, 1995
