<PAGE> 1
This Exhibit Index is on page 3
As filed with the Securities and Exchange Commission on October 15, 1997
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, 1996.
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)
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
- i -
<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 August 29, 1997.
(b) Exhibits: A consent of Price Waterhouse LLP is being filed as Exhibit 23 to
this Report.
- ii -
<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
Statement of Net Assets Available for Benefits
with Fund Information.................................................................. 2-3
Statement of Changes in Net Assets Available for Benefits
with Fund Information.................................................................. 4-5
Notes to Financial Statements........................................................... 6-10
ADDITIONAL INFORMATION*
- ----------------------
Schedule I - Schedule of Assets Held for Investment Purposes - December 31, 1996........ 11
Schedule II - Schedule of Reportable Transactions - Year Ended December 31, 1996........ 12
</TABLE>
* Other schedules required by Section 2520.103-10 of the Department of Labor's
Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted because they are not applicable.
- iii -
<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
August 29, 1997
To the Participants and Administrator of
MICROS Systems, Inc. 401(K) Retirement Plan
We were engaged to audit the financial statements of MICROS Systems, Inc. 401(K)
Retirement Plan as of December 31, 1996 and 1995 and for the years then ended
and the schedules as of and for the year ended December 31, 1996, as listed in
the accompanying index. These financial statements and schedules are the
responsibility of the plan's management.
As permitted by Section 2520.103-8 of the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974, the plan administrator instructed us not to perform, and
we did not perform, any auditing procedures with respect to the information
summarized in Note 6, which was certified by Merrill Lynch Trust Company, the
former trustee of the plan, except for comparing such information with the
related information included in the financial statements and schedules. We have
been informed by the plan administrator that the trustee holds the plan's
investment assets and executes investment transactions. The plan administrator
has obtained a certification from the former trustee as of and for the years
ended December 31, 1996 and 1995 that the information provided to the plan
administrator by the former trustee is complete and accurate.
Because of the significance of the information that we did not audit, we are
unable to, and do not, express an opinion on the accompanying financial
statements and schedules taken as a whole. The form and content of the
information included in the financial statements and schedules, other than that
derived from the information certified by the former trustee, have been audited
by us in accordance with generally accepted auditing standards and, in our
opinion, are presented in compliance with the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974.
- 1 -
<PAGE> 5
MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------------
Merrill Lynch Merrill Lynch Merrill Lynch Merrill Lynch Merrill Lynch
Capital Ready Asset Phoenix Basic Value Federal Securities
Fund Trust Fund Fund Trust
---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Assets
Investments
Mutual funds $1,652,342 $ 466,434 $1,686,760 $1,573,975 $344,653
Equity securities
Participant notes
---------- --------- ---------- ---------- --------
Total investments 1,652,342 466,434 1,686,760 1,573,975 344,653
Receivables
Employer's contributions 5,795 2,615 7,414 7,134 1,278
Participants' contributions 20,546 9,271 26,285 25,294 4,532
---------- --------- ---------- ---------- --------
Total receivables 26,341 11,886 33,699 32,428 5,810
---------- --------- ---------- ---------- --------
Total assets 1,678,683 478,320 1,720,459 1,606,403 350,463
Liabilities
---------- --------- ---------- ---------- --------
Net assets available for
benefits $1,678,683 $ 478,320 $1,720,459 $1,606,403 $350,463
========== ========= ========== ========== ========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
-----------------------------
Merrill Lynch MICROS
Global Allocation Common Participant
Fund Stock Notes Total
---- ----- ----- -----
<S> <C> <C> <C> <C>
Assets
Investments
Mutual funds $1,300,133 $ 7,024,297
Equity securities $ 306,222 306,222
Participant notes $ 380,964 380,964
---------- --------- --------- -----------
Total investments 1,300,133 306,222 380,964 7,711,483
Receivables
Employer's contributions 4,702 377 29,315
Participants' contributions 16,669 1,337 103,934
---------- --------- --------- -----------
Total receivables 21,371 1,714 133,249
---------- --------- --------- -----------
Total assets 1,321,504 307,936 380,964 7,844,732
Liabilities
---------- --------- --------- -----------
Net assets available for
benefits $1,321,504 $ 307,936 $ 380,964 $ 7,844,732
========== ========= ========= ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 2 -
<PAGE> 6
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 Lynch Merrill Lynch Merrill Lynch Merrill Lynch Merrill Lynch
Capital Ready Asset Phoenix Basic Value Federal Securities
Fund Trust Fund Fund Trust
---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C>
Assets
Investments
Mutual funds $1,213,879 $ 380,890 $1,138,487 $1,036,711 $ 360,071
Participant notes
---------- --------- ---------- ---------- ---------
Total investments 1,213,879 380,890 1,138,487 1,036,711 360,071
Receivables
Employer's contributions 45,488 34,814 48,944 43,272 12,917
Participants' contributions 65,338 28,243 71,618 60,341 16,571
---------- --------- ---------- ---------- ---------
Total receivables 110,826 63,057 120,562 103,613 29,488
---------- --------- ---------- ---------- ---------
Total assets 1,324,705 443,947 1,259,049 1,140,324 389,559
Liabilities
---------- --------- ---------- ---------- ---------
Net assets available for benefits $1,324,705 $ 443,947 $1,259,049 $1,140,324 $ 389,559
========== ========= ========== ========== =========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
--------------------
Merrill Lynch
Global Allocation Participant
Fund Notes Total
---- ----- -----
<S> <C> <C> <C>
Assets
Investments
Mutual funds $ 917,695 $5,047,733
Participant notes $ 130,371 130,371
---------- --------- ----------
Total investments 917,695 130,371 5,178,104
Receivables
Employer's contributions 36,674 222,109
Participants' contributions 53,437 295,548
---------- --------- ----------
Total receivables 90,111 517,657
---------- --------- ----------
Total assets 1,007,806 130,371 5,695,761
Liabilities
---------- --------- ----------
Net assets available for benefits $1,007,806 $ 130,371 $5,695,761
========== ========= ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 3 -
<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, 1996
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------------------------------
Merrill Lynch Merrill Lynch Merrill Lynch Merrill Lynch
Capital Ready Asset Phoenix Basic Value
Fund Trust Fund Fund
---- ----- ---- ----
<S> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income
Interest and dividends $ 156,799 $ 23,007 $ 180,511 $ 97,022
Net appreciation (depreciation)
in fair value of investments 14,400 10,986 94,839
----------- --------- ----------- ----------
171,199 23,007 191,497 191,861
Contributions
Employer's 108,542 69,913 98,396 110,735
Participants' 388,643 146,117 409,814 439,823
----------- --------- ----------- ----------
497,185 216,030 508,210 550,558
----------- --------- ----------- ----------
Total additions 668,384 239,037 699,707 742,419
Deductions from net assets attributed to:
Benefits paid to participants 140,906 177,258 135,780 187,359
----------- --------- ----------- ----------
Net increase prior to
interfund transfers 527,478 61,779 563,927 555,060
Interfund transfers (173,500) (27,406) (102,517) (88,981)
----------- --------- ----------- ----------
Net increase (decrease) 353,978 34,373 461,410 466,079
Net assets available for benefits
Beginning of year 1,324,705 443,947 1,259,049 1,140,324
----------- --------- ----------- ----------
End of year $ 1,678,683 $ 478,320 $ 1,720,459 $1,606,403
=========== ========= =========== ==========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
------------------------------------------------------
Merrill Lynch Merrill Lynch MICROS
Federal Securities Global Allocation Common Participant
Trust Fund Stock Notes Total
----- ---- ----- ----- -----
<S> <C> <C> <C> <C> <C>
Additions to net assets attributed to:
Investment income
Interest and dividends $ 22,752 $ 123,614 $ 13,466 $ 617,171
Net appreciation (depreciation)
in fair value of investments (7,092) 27,434 140,567
--------- ---------- -------- -------- -----------
15,660 151,048 13,466 757,738
Contributions
Employer's 25,288 81,949 3,463 498,286
Participants' 66,558 266,501 12,531 1,729,987
--------- ---------- -------- -------- -----------
91,846 348,450 15,994 2,228,273
--------- ---------- -------- -------- -----------
Total additions 107,506 499,498 15,994 13,466 2,986,011
Deductions from net assets attributed to:
Benefits paid to participants 75,444 120,293 837,040
--------- ---------- -------- -------- -----------
Net increase prior to
interfund transfers 32,062 379,205 15,994 13,466 2,148,971
Interfund transfers (71,158) (65,507) 291,942 237,127
--------- ---------- -------- -------- -----------
Net increase (decrease) (39,096) 313,698 307,936 250,593 2,148,971
Net assets available for benefits
Beginning of year 389,559 1,007,806 130,371 5,695,761
--------- ---------- -------- -------- -----------
End of year $ 350,463 $1,321,504 $307,936 $380,964 $ 7,844,732
========= ========== ======== ======== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
- 4 -
<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, 1995
<TABLE>
<CAPTION>
Participant Directed
----------------------------------------------------------------------------------------
Merrill Lynch Merrill Lynch Merrill Lynch Merrill Lynch Merrill Lynch
Capital Ready Asset Phoenix Basic Value Federal Securities
Fund Trust Fund Fund Trust
---- ----- ---- ---- -----
<S> <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
Net appreciation (depreciation)
in fair value of investments 143,576 121,363 183,655 23,243
----------- --------- ----------- ----------- ---------
259,192 19,338 173,378 221,158 42,361
Contributions
Employer's 88,155 51,866 95,815 81,056 24,300
Participants' 287,528 99,393 329,051 248,312 66,078
----------- --------- ----------- ----------- ---------
375,683 151,259 424,866 329,368 90,378
----------- --------- ----------- ----------- ---------
Total additions 634,875 170,597 598,244 550,526 132,739
Deductions from net assets attributed to:
Benefits paid to participants 125,063 28,373 75,381 58,348 15,587
----------- --------- ----------- ----------- ---------
Net increase prior to
interfund transfers 509,812 142,224 522,863 492,178 117,152
Interfund transfers 63,684 (32,710) 6,944 16,901 (12,574)
----------- --------- ----------- ----------- ---------
Net increase 573,496 109,514 529,807 509,079 104,578
Net assets available for benefits
Beginning of year 751,209 334,433 729,242 * 631,245 284,981 *
----------- --------- ----------- ----------- ---------
End of year $ 1,324,705 $ 443,947 $ 1,259,049 $ 1,140,324 $ 389,559
=========== ========= =========== =========== =========
</TABLE>
<TABLE>
<CAPTION>
Participant Directed
--------------------
Merrill Lynch
Global Allocation Participant
Fund Notes Total
---- ----- -----
<S> <C> <C> <C>
Additions to net assets attributed to:
Investment income
Interest and dividends $ 67,070 $ 7,439 $ 318,099
Net appreciation (depreciation)
in fair value of investments 98,303 570,140
----------- --------- -----------
165,373 7,439 888,239
Contributions
Employer's 73,591 414,783
Participants' 246,456 1,276,818
----------- --------- -----------
320,047 1,691,601
----------- --------- -----------
Total additions 485,420 7,439 2,579,840
Deductions from net assets attributed to:
Benefits paid to participants 78,303 381,055
----------- --------- -----------
Net increase prior to
interfund transfers 407,117 7,439 2,198,785
Interfund transfers (71,175) 28,930
----------- --------- -----------
Net increase 335,942 36,369 2,198,785
Net assets available for benefits
Beginning of year 671,864 94,002 3,496,976
----------- --------- -----------
End of year $ 1,007,806 $ 130,371 $ 5,695,761
=========== ========= ===========
</TABLE>
* Beginning of year balances reflect the transfer 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.
- 5 -
<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 who have completed
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
($9,500 per taxpayer for the 1996 calendar year and $9,240 for the 1995 calendar
year).
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.
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.
- 6 -
<PAGE> 10
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, 1996, forfeited nonvested accounts totaled $79,160. These amounts may be
used to reduce future Company contributions. In 1996, 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 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 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.
5. Merrill Lynch Basic Value Fund. 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. 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.
7. MICROS Systems, Inc. Common Stock. A new investment option effective
July 1, 1996; funds are invested in common stock of MICROS Systems,
Inc.
- 7 -
<PAGE> 11
Participants selecting the Merrill Lynch investment options invest in the Class
D shares of each of the respective Merrill Lynch funds.
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.
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 the Plan Trustee/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. These transactions are treated as a transfer
to (from) the investment fund from (to) the Participant Notes fund. Notes 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
Trustee/Sponsors, and approximate fair value. Interest rates on notes
outstanding at December 31, 1996 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 the note.
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.
- 8 -
<PAGE> 12
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, 1996 and 1995 include
$1,000 and $217,077, respectively, in vested accounts of terminated
participants. These accounts receive no further allocation of Company
contributions.
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.
- 9 -
<PAGE> 13
NOTE 6 - INFORMATION CERTIFIED BY THE PLAN CUSTODIAN
The financial information pertaining to investments at December 31, 1996 and
1995 and to investment income, contributions and distributions for the years
ended December 31, 1996 and 1995 was derived from information certified as being
complete and accurate by the Plan's custodian, Merrill Lynch Trust Company.
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.
NOTE 8 - SUBSEQUENT EVENT
Effective January 31, 1997, the Plan changed its administrator from
Merrill Lynch Trust Company to Emjay Recordkeeping. The Plan also changed its
self-directed investment options from a combination of Merrill Lynch mutual
funds and MICROS common stock to Legg Mason mutual funds and MICROS common
stock.
- 10 -
<PAGE> 14
MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
ADDITIONAL INFORMATION
Schedule I - Schedule of Assets Held for Investment Purposes - December 31, 1996
<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 D shares, $30.96 per share 50,838.978 $ * $ 1,573,975
Capital Fund Class D shares, $31.02 per share 53,266.990 * 1,652,342
Federal Securities Trust Class D shares, $9.58 per share 35,976.286 * 344,653
Global Allocation Fund Class D shares, $14.54 per share 89,417.722 * 1,300,133
Phoenix Fund Class D shares, $13.18 per share 127,978.729 * 1,686,760
Ready Asset Trust $1.00 per share 466,434.000 466,434 466,434
MICROS Common Stock $30.75 per share 9,958.443 * 306,222
---------- ------------
466,434 7,330,519
---------- ------------
Participant Notes (6.5% - 8.5%) 380,964 380,964
---------- ------------
$ 847,398 $ 7,711,483
========== ============
</TABLE>
* Information is not readily obtainable from the custodian's ordinary business
records.
- 11 -
<PAGE> 15
MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
ADDITIONAL INFORMATION
Schedule II - Schedule of Reportable Transactions - Year ended December 31,
1996*
<TABLE>
<CAPTION>
Purchases Sales
--------- ------------------------------------
Cost of Current Gain/
Identity of issue Purchases Cost Value (Loss)
- ----------------- --------- ---- ----- ------
<S> <C> <C> <C> <C>
Merrill Lynch Basic Value Fund $ 1,785,598 $ 1,237,092 $1,312,376 $ 75,284
Merrill Lynch Phoenix Fund 1,947,032 1,362,492 1,423,035 60,543
Merrill Lynch Capital Fund 1,928,313 1,443,538 1,455,972 12,434
Merrill Lynch Global Allocation Fund 1,467,696 1,082,467 1,119,031 36,564
Merrill Lynch Federal Securities Trust 439,616 413,145 405,425 (7,720)
</TABLE>
* Transactions or series of transactions in excess of five percent of the
current value of the Plan's assets as of December 31, 1996, as defined in
Section 2520.103-6 of the Department of Labor's Rules and Regulations for
Reporting and Disclosure Under ERISA.
- 12 -
<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: October 15, 1997 By: s/Gary C. Kaufman
-----------------
Plan Sponsor
- 13 -
<PAGE> 17
MICROS SYSTEMS, INC. 401 (K) RETIREMENT PLAN
FORM 11-K
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
Number Exhibit Number
- ------------------------------------------------------ ---------
<S> <C> <C>
23 Consent of Price Waterhouse LLP 15
</TABLE>
- 14 -
<PAGE> 1
EXHIBIT-23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 333-07347) of our report dated August 29, 1997
appearing on page 1 of the Annual Report of the MICROS Systems, Inc. 401(K)
Retirement Plan on Form 11-K for the year ended December 31, 1996.
PRICE WATERHOUSE LLP
Linthicum, Maryland
October 10, 1997
- 15 -
