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PROSPECTUS SUPPLEMENT Rule 424(b)(3)
(TO PROSPECTUS DATED JUNE 1, 1995) File No. 33-88768
3,849,123 Shares Supplement to Prospectus
MICROS(R) dated June 1, 1995 filed
July 10, 1995
MICROS SYSTEMS, INC.
Common Stock
(par value $.025 per share)
All of the shares of Common Stock, par value $.025 per share (the "Common
Stock"), of MICROS Systems, Inc. (the "Company") offered hereby are being sold
by Westinghouse Holdings Corporation (the "Selling Stockholder"), a wholly-owned
subsidiary of Westinghouse Electric Corporation ("Westinghouse"). See "Principal
and Selling Stockholder." The Company will not receive any proceeds from the
sale of such shares. Upon consummation of the offering made hereby, Westinghouse
will not own, directly or indirectly, through the Selling Stockholder or
otherwise, any shares of Common Stock.
The Common Stock is quoted on the Nasdaq National Market under the symbol
"MCRS." On September 18, 1995, the reported last sale price for the Common
Stock, as quoted on the Nasdaq National Market, was $34 5/8 per share. See
"Price Range of Common Stock and Dividend Policy."
SEE "RISK FACTORS" ON PAGES 4-6 OF THE ACCOMPANYING PROSPECTUS FOR CERTAIN
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 SUPPLEMENT OR THE ACCOMPANYING
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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PROCEEDS TO
PRICE TO UNDERWRITING SELLING
PUBLIC DISCOUNT(1) STOCKHOLDER(2)
<S> <C> <C> <C>
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Per Share $34.00 $1.3175 $32.6825
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Total $130,870,182 $5,071,220 $125,798,962
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(1) The Company and Westinghouse have agreed to indemnify the Underwriters
against certain liabilities, including liabilities under the Securities Act
of 1933, as amended. See "Underwriting."
(2) Before deducting expenses payable by Westinghouse estimated at $150,000.
The shares of Common Stock offered by this Prospectus Supplement are being
offered by the Underwriters, subject to prior sale, when, as and if delivered to
and accepted by the Underwriters, and subject to approval of certain legal
matters by Cahill Gordon & Reindel, counsel for the Underwriters, and certain
other conditions. It is expected that delivery of certificates representing the
shares of Common Stock will be made against payment therefor on or about
September 22, 1995 at the offices of J.P. Morgan Securities Inc., 60 Wall
Street, New York, New York 10260.
J.P. MORGAN SECURITIES INC.
MORGAN STANLEY & CO.
INCORPORATED
SMITH BARNEY INC.
September 19, 1995
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
No person is authorized to give any information or to make any representation
not contained or incorporated by reference in this Prospectus Supplement or the
accompanying Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the Company,
Westinghouse, the Selling Stockholder or any Underwriter. Neither this
Prospectus Supplement nor the accompanying Prospectus 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 Supplement or the accompanying Prospectus 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
PROSPECTUS SUPPLEMENT
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Page
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Price Range of Common Stock and Dividend
Policy................................... S-3
Incorporation of Certain Documents by
Reference................................ S-3
Underwriting............................... S-4
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PROSPECTUS
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Page
<S> <C>
Available Information...................... 3
Incorporation of Certain Documents by
Reference................................ 3
The Company................................ 4
Risk Factors............................... 4
Use of Proceeds............................ 6
Management Compensation and Changes........ 7
Principal and Selling Stockholder.......... 8
Description of Capital Stock............... 9
Plan of Distribution....................... 11
Legal Matters.............................. 12
Experts.................................... 12
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S-2
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PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Company's Common Stock is traded on the Nasdaq National Market under the
symbol "MCRS." The following table sets forth, on a per share basis for the
periods indicated, the high and low sale prices of the Common Stock on the
Nasdaq National Market.
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SALE PRICE
HIGH LOW
---- ----
<S> <C> <C>
Fiscal Year Ended June 30, 1994:
First Quarter $20 1/2 $13 1/2
Second Quarter 26 14 3/4
Third Quarter 29 1/2 23 1/4
Fourth Quarter 27 3/4 22 1/2
Fiscal Year Ended June 30, 1995:
First Quarter $33 1/2 $26 1/4
Second Quarter 41 1/4 28 3/4
Third Quarter 38 1/8 28
Fourth Quarter 35 27 3/4
Fiscal Year Ending June 30, 1996:
First Quarter (through September 18, 1995) $39 1/2 $31
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On September 18, 1995, the reported last sale price for the Common Stock, as
quoted on the Nasdaq National Market, was $34 5/8 per share. As of June 30,
1995, there were approximately 491 stockholders of record.
The Company has never paid a dividend on the Common Stock. Its current policy is
to retain earnings and use funds for the operation and expansion of its
business. In addition, the Company is a party to an unsecured committed line of
credit which restricts the payment of dividends other than stock dividends.
Future dividend policy will be determined by the Company's Board of Directors
based on the Company's earnings, financial condition, capital requirements and
other existing conditions, including restrictions in any loan agreements that
may be in effect. The Company does not currently anticipate paying any cash
dividends in the foreseeable future.
The transfer agent and registrar for the Common Stock is Registrar and Transfer
Company, Cranford, New Jersey.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report Form 10-K for the fiscal year ended June 30, 1995
filed with the Securities and Exchange Commission (File No. 0-9993) is
incorporated herein by reference.
S-3
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UNDERWRITING
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated the date hereof (the "Underwriting Agreement"), the Underwriters
named below have severally agreed to purchase, and the Selling Stockholder has
agreed to sell to them, severally, the respective number of shares of Common
Stock set forth opposite their names below:
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NUMBER OF
SHARES
---------
<S> <C>
UNDERWRITERS
J.P. Morgan Securities Inc. 1,283,041
Morgan Stanley & Co. Incorporated 1,283,041
Smith Barney Inc. 1,283,041
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Total 3,849,123
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</TABLE>
The Underwriting Agreement provides that the obligations of the several
Underwriters to pay for and accept delivery of the shares of Common Stock
offered hereby are subject to the approval of certain legal matters by their
counsel and to certain other conditions. The Underwriters are committed to take
and pay for all of the shares of Common Stock offered hereby if any are taken.
The Underwriters initially propose to offer the shares of Common Stock offered
hereby in part directly to the public at the public offering price set forth on
the cover page of this Prospectus Supplement and in part to certain dealers at
such price less a concession not in excess of $.7905 per share. The Underwriters
may allow, and such dealers may reallow, a concession not in excess of $.10 per
share to certain other dealers. After the initial offering of the Common Stock
offered hereby, the public offering price and such concessions may be changed.
In the Underwriting Agreement, the Company and Westinghouse have agreed to
indemnify the Underwriters against certain liabilities, including liabilities
under the federal securities laws, or to contribute to payments which the
Underwriters may be required to make in respect thereof; however, Westinghouse's
aggregate liability for such indemnification and contribution is limited to $20
million.
The Company, each of its directors and principal executive officers,
Westinghouse and the Selling Stockholder have agreed not to offer, sell,
contract to sell or otherwise dispose of any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for Common Stock
(except for the shares offered hereby and shares issuable upon the exercise of
currently outstanding options and the grant of options pursuant to the Company's
existing stock option plans) for a period of 60 days after the date of this
Prospectus Supplement, without the prior written consent of J.P. Morgan
Securities Inc.
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