<PAGE> 1
This Exhibit Index is on page 7
As filed with the Securities and Exchange Commission on July 1, 1996
Registration No. 33-_____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------------------------------
MICROS SYSTEMS, INC.
(Exact name of issuer as specified in its charter)
<TABLE>
<S> <C>
MARYLAND 52-1101488
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
12000 Baltimore Avenue 20705-1291
Beltsville, Maryland (Zip Code)
(Address of principal executive offices)
</TABLE>
THE MICROS SYSTEMS, INC. 401(k) RETIREMENT PLAN
-----------------------------------------------
(Full title of plan)
<TABLE>
<S> <C>
(Name, address and telephone (Copies to:)
number of agent for service)
ANTHONY J. RICKERT, ESQUIRE
A.L. GIANNOPOULOS JAY G. COHEN, ESQUIRE
12000 BALTIMORE AVENUE PIPER & MARBURY L.L.P.
BELTSVILLE, MARYLAND 20705-1291 36 SOUTH CHARLES STREET
(301) 210-6000 BALTIMORE, MARYLAND 21201-3018
</TABLE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate offering registration
to be registered registered per share price fee
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock (par 100,000 $26.00* $2,600,000.00* $896.55
value $0.25 per share)
and the Participation
Interests in the MICROS
Systems, Inc. 401(k)
Retirement Plan
</TABLE>
================================================================================
* Calculated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) and (h), the proposed maximum offering price per
share, proposed maximum aggregate offering price and the amount of the
registration fee are based on the average of the highest and lowest asked
prices of Common Stock of MICROS Systems, Inc. reported on the National
Association of Securities Dealers Automated Quotation System on June 27,
1996 (i.e., $26.00). No separate registration fee is provided for the
participation interests in the MICROS Systems, Inc. 401(k) Retirement
Plan.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be included in the Form S-8 pursuant to the Note to
Part I of Form S-8.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
A. The following documents which have been filed by the
Registrant and/or the MICROS Systems, Inc. 401(k) Retirement Plan (the
"Plan") with the Securities and Exchange Commission (the "Commission") are
incorporated herein by reference:
(a) The Registrant's Annual Report on Form
10-K for the year ended June 30, 1995;
(b) The Plan's Annual Report on Form 11-K
for the year ended December 31, 1995;
(c) All other reports filed pursuant to
Sections 13(a) or 15(d) of the
Securities Exchange Act of 1934
("Exchange Act") since the Registrant's
fiscal year ended June 30, 1995.
(d) Description of Common Stock of the
Registrant contained in the Registrant's
Registration Statement on Form S-3
dated January 25, 1995 and any
amendments or reports for purposes of
updating such description.
All documents subsequently filed by the Registrant with
the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a
part of the Registration Statement from the date of filing of such
document.
<PAGE> 3
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Articles of Incorporation, as amended, provide
that the Registrant shall indemnify its directors and officers whether
serving the Registrant or, at the Registrant's 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 Registrant's Articles of
Incorporation also provide that the Registrant shall indemnify its other
agents or employees, whether serving the Registrant, or at its request,
another entity, to such extent as is authorized by the Board of Directors
or the By-laws of the Registrant and as permitted by law.
The Maryland General Corporation Law provides that a corporation
may indemnify any director made a party to a proceeding by reason of
service in that capacity unless it is established that: (1) the act or
omission of the director 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, or (2) the director actually received an
improper personal benefit in money, property or services, or (3) in the
case of any criminal proceeding, the director had reasonable cause to
believe that the act or omission was unlawful. To the extent that a
director has been successful in defense of any proceeding, the Maryland
General Corporation Law provides that he or she shall be indemnified
against reasonable expenses incurred in connection therewith. A Maryland
corporation may indemnify its officers to the same extent as its directors
and to such further extent as is consistent with law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
------- -----------
5 Pursuant to Item 601(b)(5) of Regulation S-K and Rule
601(b)(5), because the Common Stock purchased by the
MICROS Systems, Inc. 401(k) Retirement Plan will be
purchased by the Trustee of the Plan only on the open
market, an opinion of counsel as to the legality of the
shares being
<PAGE> 4
registered need not be and is not included herein. In
addition, pursuant to Item 8 of Form S-8 and Rule
601(b)(5), in lieu of the requirement to provide as an
exhibit an opinion of counsel concerning compliance by
the Plan with the requirements of the Employee Retirement
Income Security Act of 1974 or a determination letter
from the Internal Revenue Service that the Plan is
qualified under section 401 of the Internal Revenue Code
of 1986, as amended (the "Code"), the Registrant hereby
undertakes to timely submit the Plan to the Internal
Revenue Service for such a determination letter and to
make all changes required by the Internal Revenue Service
in order to qualify the Plan under Code section 401.
24.1 Consent of Independent Auditors
25 Power of Attorney (contained in Signature page)
ITEM 9. UNDERTAKINGS.
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 Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the 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 the Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
Registration Statement or any material change to such information in the
Registration Statement.
Paragraphs (1)(i) and (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 section 15(d) of the Exchange Act that are
incorporated by reference in the 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.
<PAGE> 5
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
section 15(d) of the Exchange Act (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in the 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.
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
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.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Beltsville, County of Prince
Georges, Maryland on this 1st. day of July, 1996.
MICROS SYSTEMS, INC.
By s/A.L. Giannopoulos
-------------------------
A.L. Giannopoulos
President and Chief Executive
Officer
POWER OF ATTORNEY
The undersigned Officers and Directors of MICROS Systems, Inc., a
Maryland corporation (the "Corporation"), hereby constitute and appoint
A.L. Giannopoulos, the true and lawful agent and attorney-in-fact of the
undersigned with full power and authority in said agent and
attorney-in-fact, to sign for the undersigned and in their respective
names as Officers and as Directors of the Corporation, a Registration
Statement on Form S-8 relating to the proposed issuance of shares of
Common Stock to employees and directors of the Corporation (or any and all
amendments, including post-effective amendments, to such Registration
Statement) and file the same, with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange
Commission, and with full power of substitution; hereby ratifying and
confirming all that said attorney-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
<PAGE> 6
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 1st. day of July, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/A.L. Giannopoulos President, and Chief Executive Officer
-------------------- and Director
A.L. Giannopoulos
</TABLE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/Ronald J. Kolson Executive Vice President and
------------------- Chief Operating Officer
Ronald J. Kolson
/s/Gary C. Kaufman Vice President, Finance and Administration
------------------ Chief Financial Officer and Director
Gary C. Kaufman
/s/Louis M. Brown, Jr. Chairman and Director
----------------------
Louis M. Brown, Jr.
/s/Alan M. Voorhees Director
-------------------
Alan M. Voorhees
/s/Edward T. Wilson Director
-------------------
Edward T. Wilson
/s/Daniel A. Cohen Director
------------------
Daniel A. Cohen
/s/John G. Puente Director
-----------------
John G. Puente
/s/A.L. Giannopoulos As Attorney-in-Fact
--------------------
A.L. Giannopoulos
</TABLE>
<PAGE> 7
Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the MICROS Systems, Inc. 401(k) Retirement Plan duly has
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Beltsville, County
of Prince Georges, State of Maryland, on July 1, 1996.
THE MICROS SYSTEMS, INC.
401(k) RETIREMENT PLAN
By: s/Gary C. Kaufman
------------------------
Print Name: Gary C. Kaufman
-----------------
<PAGE> 8
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
24.1 Consent of Independent Accountants
25 Power of Attorney (contained in Signatures page)
<PAGE> 1
Exhibit 24.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 21, 1995 appearing on
page 39 of the MICROS Systems, Inc. Annual Report on Form 10-K for the
year ended June 30, 1995.
PRICE WATERHOUSE LLP
Baltimore, Maryland
June 28, 1996
