<PAGE> 1
This Exhibit Index is on page 17
As filed with the Securities and Exchange Commission on July 2, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM 11-K
--------------------------------
MICROS SYSTEMS, INC.
(Exact name of issuer as specified in its charter)
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended DECEMBER 31, 1995.
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________ to_____________
Commission file number: 0-9993
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)
THE MICROS SYSTEMS, INC. 401(k) RETIREMENT PLAN
-----------------------------------------------
(Full title of plan)
(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
- 1 -
<PAGE> 2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
REQUIRED INFORMATION
(a) Financial Statements. Filed as part of this Report on Form 11-K are the
financial statements and the schedules thereto of the MICROS Systems, Inc.
401(k) Retirement Plan as required by Form 11-K together with the report
thereon of Price Waterhouse LLP, independent auditors, dated June 28, 1996.
(b) Exhibits: A consent of Price Waterhouse LLP is being filed as Exhibit 24
to this Report.
- 2 -
<PAGE> 3
MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
INDEX TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
Page(s)
----
<S> <C>
FINANCIAL STATEMENTS
- --------------------
Report of Independent Accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1-2
Statement of Net Assets Available for Benefits
with Fund Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-4
Statement of Changes in Net Assets Available for Benefits
with Fund Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5-6
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7-11
ADDITIONAL INFORMATION*
- ----------------------
Schedule I - Schedule of Assets Held for Investment Purposes - December 31, 1995 . . . . . . . . 12
Schedule II - Schedule of Reportable Transactions - Year Ended December 31, 1995 . . . . . . . . 13
</TABLE>
* Other schedules required by Section 2520.103-10 of the Department of
Labor Rules and Regulations for Reporting and Disclosure under ERISA have
been omitted because they are not applicable.
- 3 -
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
June 26, 1996
To the Participants and Administrator of
MICROS 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 MICROS Systems, Inc. 401(K) Retirement Plan at December 31, 1995
and 1994, and the changes in its net assets available for benefits for the
years then ended, in conformity with generally accepted accounting principles.
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
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary schedules of assets
held for investment purposes and of reportable transactions are presented for
the purpose of additional analysis and are not required part of the basic
financial statements but are supplementary information required by Department
of Labor's Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. The fund information in the
statements of net assets available for benefits and the statements of changes
in net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. The supplemental
schedules and fund information 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.
The schedule of assets held for investment purposes that accompanies the Plan's
financial statements does not disclose the historical cost of certain plan
assets held by the Plan trustee. Disclosure of this information is required by
the Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974.
- 4 -
<PAGE> 5
MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Participant Directed
-----------------------------------------------------------------------------------
Merrill Merrill
Merrill Merrill Merrill Merrill Lynch Lynch
Lynch Lynch Lynch Lynch Federal Global
Capital Ready Asset Phoenix Basic Value Securities Allocation Participant
Fund Trust Fund Fund Trust Fund Notes Total
---- ----- ---- ---- ----- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets
Investments
Mutual funds $1,213,879 $380,890 $1,138,487 $1,036,711 $360,071 $917,695 0 $5,047,733
Participant notes 0 0 0 0 0 0 $130,371 130,371
---------- -------- ---------- ---------- -------- ---------- -------- ----------
Total investments 1,213,879 380,890 1,138,487 1,036,711 360,071 917,695 130,371 5,178,104
Receivables
Employer's contributions 45,488 34,814 48,944 43,272 12,917 36,674 0 222,109
Participants' contributions 65,338 28,243 71,618 60,341 16,571 53,437 0 295,548
---------- -------- ---------- ---------- -------- ---------- -------- ----------
Total receivables 110,826 63,057 120,562 103,613 29,488 90,111 0 517,657
---------- -------- ---------- ---------- -------- ---------- -------- ----------
Total assets 1,324,705 443,947 1,259,049 1,140,324 389,559 1,007,806 130,371 5,695,761
Liabilities
---------- -------- ---------- ---------- -------- ---------- -------- ----------
Net assets available for
benefits $1,324,705 $443,947 $1,259,049 $1,140,324 $389,559 $1,007,806 $130,371 $5,695,761
========== ======== ========== ========== ======== ========== ======== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 5 -
<PAGE> 6
MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Participant Directed
---------------------------------------------------------
Lord Merrill
Roger Abbott Merrill Lynch Merrill
Engemann Fixed Lynch Ready Lynch
Equity Income Capital Asset Phoenix
Fund Fund Fund Trust Fund
---- ---- ---- ----- ----
<S> <C> <C> <C> <C> <C>
Assets
Cash $ 58 $ 1 0 0 0
Investments
Money market funds 28,883 23,642 $52,912 0 $ 21,705
Mutual funds 0 0 666,275 $319,740 200,311
U.S. Government obligations 0 208,917 0 0 0
Common stocks 455,861 0 0 0 0
Participant notes 0 0 0 0 0
-------- -------- -------- -------- --------
Total investments 484,744 232,559 719,187 319,740 222,016
Receivables
Employer's contributions 3,809 6,909 25,733 12,049 13,524
Participants' contributions 2,289 1,998 6,289 2,644 2,802
Accrued income 0 2,653 0 0 0
-------- -------- -------- -------- --------
Total receivables 6,098 11,560 32,022 14,693 16,326
-------- -------- -------- -------- --------
Total assets 490,900 244,120 751,209 334,433 238,342
Liabilities
-------- -------- -------- -------- --------
Net assets available for benefits $490,900 $244,120 $751,209 $334,433 $238,342
======== ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------
Merrill Merrill Merrill
Lynch Lynch Lynch
Basic Federal Global
Value Securities Allocation Participant
Fund Trust Fund Notes Total
---- ----- ---- ----- -----
<S> <C> <C> <C> <C> <C>
Assets
Cash 0 0 0 0 $ 59
Investments
Money market funds $ 18,549 0 $ 32,709 0 178,400
Mutual funds 579,665 $37,421 598,992 0 2,402,404
U.S. Government obligations 0 0 0 0 208,917
Common stocks 0 0 0 0 455,861
Participant notes 0 0 0 $94,002 94,002
-------- ------- -------- ------- ----------
Total investments 598,214 37,421 631,701 94,002 3,339,584
Receivables
Employer's contributions 26,922 2,725 32,875 0 124,546
Participants' contributions 6,109 715 7,288 0 30,134
Accrued income 0 0 00 0 2,653
-------- ------- -------- ------- ----------
Total receivables 33,031 3,440 40,163 0 157,333
-------- ------- -------- ------- ----------
Total assets 631,245 40,861 671,864 94,002 3,496,976
Liabilities
-------- ------- -------- ------- ----------
Net assets available for benefits $631,245 $40,861 $671,864 $94,002 $3,496,976
======== ======= ======== ======= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 6 -
<PAGE> 7
MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------------------
Merrill Merrill Merrill Merrill
Merrill Lynch Merrill Lynch Lynch Lynch
Lynch Ready Lynch Basic Federal Global
Capital Asset Phoenix Value Securities Allocation Participant
Fund Trust Fund Fund Trust Fund Notes Total
---- ----- ---- ---- ----- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income
Interest and dividends $ 115,616 $ 19,338 $ 52,015 $ 37,503 $ 19,118 $ 67,070 $ 7,439 $ 318,099
Net appreciation (depreciation)
in fair value of investments 143,576 0 121,363 183,655 23,243 98,303 0 570,140
---------- --------- ---------- ---------- --------- ---------- -------- ----------
259,192 19,338 173,378 221,158 42,361 165,373 7,439 888,239
Contributions
Employer's 88,155 51,866 95,815 81,056 24,300 73,591 0 414,783
Participants' 287,528 99,393 329,051 248,312 66,078 246,456 0 1,276,818
---------- --------- ---------- ---------- --------- ---------- -------- ----------
375,683 151,259 424,866 329,368 90,378 320,047 0 1,691,601
---------- --------- ---------- ---------- --------- ---------- -------- ----------
Total additions 634,875 170,597 598,244 550,526 132,739 485,420 7,439 2,579,840
Deductions from net assets
attributed to:
Benefits paid to participants 125,063 28,373 75,381 58,348 15,587 78,303 0 381,055
---------- --------- ---------- ---------- --------- ---------- -------- ----------
Net increase prior to
interfund transfers 509,812 142,224 522,863 492,178 117,152 407,117 7,439 2,198,785
Interfund transfers 63,684 (32,710) 6,944 16,901 (12,574) (71,175) 28,930
---------- --------- ---------- ---------- --------- ---------- -------- ----------
Net increase 573,496 109,514 529,807 509,079 104,578 335,942 36,369 2,198,785
Net assets available for benefits
Beginning of year 751,209 334,433 729,242* 631,245 284,981* 671,864 94,002 3,496,976
---------- --------- ---------- ---------- --------- ---------- -------- ----------
End of year $1,324,705 $ 443,947 $1,259,049 $1,140,324 $389,559 $1,007,806 $130,371 $5,695,761
========== ========= ========== ========== ======== ========== ======== ==========
</TABLE>
* Beginning of year balances reflect the reclass of the Roger Engemann Equity
Fund and the Lord Abbott Fixed Income Fund into the Merrill Lynch Phoenix
Fund and Merrill Lynch Federal Securities Trust, respectively. See
additional information as disclosed in Note 1.
The accompanying notes are an integral part of these financial statements.
- 7 -
<PAGE> 8
MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------
Lord Merrill
Roger Abbott Merrill Lynch Merrill
Engemann Fixed Lynch Ready Lynch
Equity Income Capital Asset Phoenix
Fund Fund Fund Trust Fund
---- ---- ---- ----- ----
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income
Interest and dividends $ 13,687 $ 19,736 $ 51,525 $ 5,523 $ 17,033
Net appreciation (depreciation)
in fair value of investments (4,225) (34,165) (54,230) 0 (28,806)
---------- -------- -------- -------- --------
9,462 (14,429) (2,705) 5,523 (11,773)
Less investment expenses (7,126) (2,063) (12) 0 0
---------- -------- -------- -------- --------
2,336 (16,492) (2,717) 5,523 (11,773)
Contributions
Employer's 32,380 20,912 52,031 14,946 13,524
Participants' 158,027 86,692 201,124 50,854 46,056
---------- -------- -------- -------- --------
190,407 107,604 253,155 65,800 59,580
---------- -------- -------- -------- --------
Total additions 192,743 91,112 250,438 71,323 47,807
Deductions from net assets
attributed to:
Benefits paid to participants 70,039 49,072 16,827 15,306 0
---------- -------- -------- -------- --------
Net increase prior to
interfund transfers 122,704 42,040 233,611 56,017 47,807
Interfund transfers (786,729) (283,745) (199,297) 246,898 190,535
---------- -------- -------- -------- --------
Net increase (664,025) (241,705) 34,314 302,915 238,342
Net assets available for benefits
Beginning of year 1,154,925 485,825 716,895 31,518 0
---------- -------- -------- -------- --------
End of year $ 490,900 $244,120 $751,209 $334,433 $238,342
========== ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
--------------------------------------------------------
Merrill Merrill Merrill
Lynch Lynch Lynch
Basic Federal Global
Value Securities Allocation Participant
Fund Trust Fund Notes Total
---- ----- ---- ----- -----
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income
Interest and dividends $ 26,923 $ 1,027 $ 28,875 $ 5,393 $ 169,722
Net appreciation (depreciation)
in fair value of investments (31,596) (1,362) (53,156) 0 (207,540)
-------- ------- -------- ------- ----------
(4,673) (335) (24,281) 5,393 (37,818)
Less investment expenses 0 0 0 0 (9,201)
-------- ------- -------- ------- ----------
(4,673) (335) (24,281) 5,393 (47,019)
Contributions
Employer's 50,756 2,725 61,174 0 248,448
Participants' 195,933 18,300 232,192 0 989,178
-------- ------- -------- ------- ----------
246,689 21,025 293,366 0 1,237,626
-------- ------- -------- ------- ----------
Total additions 242,016 20,690 269,085 5,393 1,190,607
Deductions from net assets
attributed to:
Benefits paid to participants 6,312 0 10,358 0 167,914
-------- ------- -------- ------- ----------
Net increase prior to
interfund transfers 235,704 20,690 258,727 5,393 1,022,693
Interfund transfers 395,541 20,171 413,137 3,489 0
-------- ------- -------- ------- ----------
Net increase 631,245 40,861 671,864 8,882 1,022,693
Net assets available for benefits
Beginning of year 0 0 0 85,120 2,474,283
-------- ------- -------- ------- ----------
End of year $631,245 $40,861 $671,864 $94,002 $3,496,976
======== ======= ======== ======= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 8 -
<PAGE> 9
MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN
The following description of the MICROS Systems, Inc. 401(K) Retirement Plan
(the "Plan") provides only general information. Participants should refer to
the Plan agreement for a more complete description of the Plan's provisions.
A. General
The Plan is a defined contribution plan, sponsored by MICROS Systems, Inc.
(the "Company"), covering all full-time employees of the Company and its
subsidiaries who have one year of service and are age twenty-one or older.
Effective July 1, 1995, the Plan was amended to decrease the eligibility
waiting period from twelve months (1,000 hours) to three consecutive months
(250 hours) of service. Eligible employees may enroll in the Plan on the first
day of the fiscal quarter coincident with meeting eligibility criteria. The
Plan is subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA).
B. Contributions
Participants may contribute 1% to 15% of their compensation to the Plan on a
pre-tax basis through salary deductions; however, annual contributions may not
exceed the maximum allowed under the Internal Revenue Code in any calendar year
($9,240 per taxpayer for the 1995 and 1994 calendar years, respectively).
For employees participating in the Plan prior to December 31, 1994, the
Company contributed a percentage, as established semi-annually by the
Operations Committee of the Board of Directors, of each participant's
contribution.
Effective January 1, 1995, the Plan was amended whereby the Company
contributes a guaranteed 50% of the first 5% of a participant's contribution.
Additionally, at the end of each Plan year the Company guarantees a QNEC
(Qualified Non-Elective Contribution) of 1% of the annual compensation for all
eligible, non-highly compensated employees, regardless of their participation
in the Plan. An additional percentage match of the employee's elective
deferral may be contributed at the option of the Operations Committee of the
Board of Directors.
- 9 -
<PAGE> 10
C. Vesting
Participants are immediately vested in their voluntary contributions plus
actual earnings thereon. A participant's interest in the Company's matching
and discretionary contribution portion of their accounts plus actual earnings
thereon, becomes vested 20% after two years of service and increases 20% each
year thereafter until becoming fully vested after six years.
D. Participant Accounts
Each participant's account is credited with the participant's contributions and
allocations of the Company's contributions and Plan earnings. Allocations are
based on participant earnings or account balances, as defined. The benefit to
which a participant is entitled is the benefit that can be provided from the
participant's vested account. Forfeited balances of terminated participants'
nonvested accounts are used to reduce future Company contributions. At
December 31, 1995, forfeited nonvested accounts totaled $37,618. These amounts
may be used to reduce future Company contributions. In 1995, Company
contributions were not reduced by these forfeited nonvested accounts.
E. Investment Options
A participant may invest in one or all of the following funds:
1. Merrill Lynch Capital Fund. This fund is a Merrill Lynch sponsored
mutual fund whose investment objective is to achieve the highest total
investment return consistent with prudent risk. Fund management may
shift emphasis among equity, debt or convertible securities.
2. Merrill Lynch Ready Asset Trust. This fund's objective is to maintain a
value of one dollar. Purchases are principally made in investments that
have a short-term maturity.
3. Merrill Lynch Phoenix Fund. This fund is a new investment option added
to the Plan effective July 1, 1994. It is designed for investors
seeking long-term growth of capital through a diversified portfolio of
equity and fixed-income securities that fund management believes are
undervalued.
4. Merrill Lynch Federal Securities Trust. This fund is a new investment
option added to the Plan effective July 1, 1994. It seeks to achieve
high current return by investing in securities issued or guaranteed by
the U.S. government or U.S. government agencies and enterprises.
- 10 -
<PAGE> 11
5. Merrill Lynch Basic Value Fund. A new investment option effective
January 1, 1994, this fund strives for capital appreciation, then
income, by investing in securities, primarily equities, that fund
management believes are undervalued.
6. Merrill Lynch Global Allocation Fund. A new investment option
effective January 1, 1994, this fund seeks to achieve the highest
investment return consistent with prudent risk through a fully managed
investment policy utilizing domestic and foreign equity, debt, and money
market instruments.
Participants selecting the Merrill Lynch investment options may invest in the
Class B shares. Effective March 29, 1996, these shares were converted to Class
D shares.
The Roger Engemann Equity Fund and the Lord Abbott Fixed Income Fund were
discontinued effective December 31, 1994 and all monies remaining at that date
were transferred into the Merrill Lynch Phoenix Fund and Merrill Lynch Federal
Securities Trust, respectively, on January 5, 1995.
The Company intends to offer its common stock as an additional investment
option effective July 1, 1996.
F. Payment of Benefits
Each participant is entitled to the market value of their vested benefits
calculated as of the valuation date following retirement, death, disability or
termination of employment. These benefits will be distributed in a single lump
sum payment, or in installments to the participant or another qualified plan as
designated by the participant if the account balance exceeds $3,500. For
termination of service due to other reasons, a participant may receive the
value of the vested interest in his or her account as a lump sum distribution.
G. Participant Notes
Upon approval by Plan Trustees/Sponsors, participants may borrow from their
fund accounts a minimum of $1,000 up to a maximum equal to the lesser of
$50,000 or 50% of the vested portion of their total account balance, including
both employee and Company contributions. Loan transactions are treated as a
transfer to (from) the investment fund from (to) the Participant Notes fund.
Loans are secured by the balance in the participant's account and bear interest
at a rate commensurate with local prevailing rates as determined by the Plan
Trustees/Sponsors, and approximate fair value. Interest rates on notes
outstanding at December 31, 1995 range from 6.5% to 8.5%. Principal and
interest are paid ratably through monthly payroll deductions over a period not
extending beyond five years from the date of loan.
- 11 -
<PAGE> 12
H. Administrative Expenses
The Company pays Merrill Lynch directly for certain normal Plan administrative
expenses. Company personnel also perform various administrative services for
the Plan, including maintenance of participant records on a noncompensatory
basis.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
A. Basis of Accounting
The Plan's financial statements are prepared on the accrual basis of
accounting.
B. Investment Valuation
Investments are stated at fair value based on market prices quoted by Merrill
Lynch which represent the net asset value of shares held by the Plan at
year-end. Investment transactions are accounted for on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded on
the ex-dividend date. Realized gains and losses from investment transactions
and unrealized appreciation and depreciation of investments are reported on an
average cost basis for financial statement purposes.
C. Contributions
Employee contributions are recorded in the period during which the Company
makes payroll deductions from the Plan participants' earnings. Company
contributions are recorded in the same period.
D. Payment of Benefits
Benefits are recorded when paid.
NOTE 3 - VESTED ACCOUNTS OF TERMINATED PARTICIPANTS
The net assets available for benefits at December 31, 1995 and 1994 include
$217,077 and $77,261, respectively, in vested accounts of terminated
participants. These accounts receive no further allocation of Company
contributions.
- 12 -
<PAGE> 13
NOTE 4 - PLAN AMENDMENT
Effective March 17, 1995, the Plan was amended whereby Merrill Lynch Trust
Company was appointed as sole Trustee of the Plan and Ronald J. Kolson, Gary C.
Kaufman and Judith F. Wilbert, which had been serving as Trustees to the Plan,
were relieved of such position, but shall remain as the Plan's Sponsors with
full fiduciary powers and responsibilities. In addition, Preferred Benefits
Corporation, Plan recordkeeper, was acquired by Merrill Lynch as a result of an
asset acquisition occurring November 18, 1995.
NOTE 5 - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company 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 the Plan
termination, participants will become 100% vested in their accounts.
NOTE 6 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31, 1995
-----------------
<S> <C>
Benefits paid to participants per the financial statements $381,055
Amounts allocated to withdrawing participants (3,585)
--------
Benefits paid to participants per the Form 5500 $377,470
========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that were processed and approved for payment prior to December
31, 1994, but not yet paid as of that date. There were no benefit claims
outstanding at December 31, 1995.
NOTE 7 - TAX STATUS
The Plan, as amended effective January 1, 1995, is a standardized prototype
plan sponsored by Merrill Lynch who has represented that it has received a
favorable determination letter from the Internal Revenue Service (IRS). In
addition, the Company filed a request for determination with the IRS and
received a favorable determination letter dated October 10, 1995. Management
has represented that the Plan is designed and is currently being operated in
compliance with all applicable provisions of the Internal Revenue Code and
ERISA. Therefore, no provision for income taxes has been included in the
Plan's financial statements.
- 13 -
<PAGE> 14
MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
ADDITIONAL INFORMATION
Schedule I - Schedule of Assets Held for Investment Purposes - December 31,
1995
<TABLE>
<CAPTION>
Current
Identity of Issue Description of Investment Units Cost value
- ----------------- ------------------------- ----- ---- -----
<S> <C> <C> <C> <C>
Merrill Lynch Mutual Funds:
Basic Value Fund Class B shares, $28.02 per share 36,998.965 $ * $1,036,711
Capital Fund Class B shares, $30.04 per share 40,408.755 * 1,213,879
Federal Securities Trust Class B shares, $9.77 per share 36,854.759 * 360,071
Global Allocation Fund Class B shares, $13.73 per share 66,838.674 * 917,695
Phoenix Fund Class B shares, $12.62 per share 90,212.946 * 1,138,487
Ready Asset Trust $1.00 per share 380,890.000 380,890 380,890
------------ ----------
380,890 5,047,733
------------ ----------
Participant Notes (6.5% - 8.5%) 130,371 130,371
------------ ----------
$ 511,261 $5,178,104
============ ==========
</TABLE>
* Information is not readily obtainable from the custodian's ordinary business
records.
- 14 -
<PAGE> 15
MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
ADDITIONAL INFORMATION
Schedule II - Schedule of Reportable Transactions - Year ended December 31,
1995*
<TABLE>
<CAPTION>
Number of Current Gain/
Identity of issue Transactions Purchases Cost Value Loss
- ----------------- ------------ --------- ---- ----- ----
<S> <C> <C> <C> <C> <C>
Merrill Lynch
Basic Value Fund 51 $ 918,234 ** $ 918,234 **
Merrill Lynch
Phoenix Fund 67 1,119,295 ** 1,119,295 **
Merrill Lynch
Capital Fund 57 1,217,495 ** 1,217,495 **
Merrill Lynch
Global Allocation Fund 41 982,371 ** 982,371 **
Merrill Lynch
Federal Securities Trust 49 375,958 ** 375,958 **
</TABLE>
* Transactions or series of transactions in excess of five percent of the
current value of the Plan's assets as of December 31, 1994, as defined in
Section 2520.103-6 of the Department of Labor Rules and Regulations for
Reporting and Disclosure Under ERISA.
** Information is not readily obtainable from the custodian's ordinary
business records.
- 15 -
<PAGE> 16
MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN
FORM 11-K
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Trustees have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN
Date: July 2, 1996 By: s/Gary C. Kaufman
------------------
Plan Sponsor
------------------
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<PAGE> 17
MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN
FORM 11-K
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Exhibit Number
-------------------------------------------------------- ------
<S> <C> <C>
24 Consent of Price Waterhouse LLP 18
</TABLE>
- 17 -
<PAGE> 1
EXHIBIT-24
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated June 26, 1996 of the MICROS Systems,
Inc. 401(k) Retirement Plan financial statements for the year ended December
31, 1995.
PRICE WATERHOUSE LLP
Baltimore, Maryland
June 28, 1996
- 18 -
