<PAGE> 1
This Exhibit Index is on page 7
As filed with the Securities and Exchange Commission on December 30, 1998
Registration No. 333-
-------------
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>
MICROS SYSTEMS, INC. 1991 STOCK OPTION PLAN
-------------------------------------------
(Effective as of September 23, 1991)
(Full title of plan)
(Name, address and telephone (Copies to:)
number of agent for service)
ANTHONY J. RICKERT, ESQUIRE
A. L. GIANNOPOULOS JANE TAM, ESQUIRE
12000 BALTIMORE AVENUE PIPER & MARBURY L.L.P.
BELTSVILLE, MARYLAND 20705-1291 1200 19TH STREET
(301) 210-6000 WASHINGTON, D.C. 20036
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 1,667,596 $25.0892* $41,838,649* $11,631.14*
value $0.25 per share)
- -----------------------------------------------------------------------------------------------------------
Common Stock (par 532,404 $29.78125* $15,855,656* $4,407.87*
value $0.25 per share)
===========================================================================================================
</TABLE>
* Calculated solely for purposes of calculating the registration
fee pursuant to Rule 457( h ) and ( c ), the proposed maximum offering price
per share, proposed maximum aggregate offering price and the amount of the
registration fee are based on the weighted average price at which options may
be exercised (with respect to the 1,667,596 shares) and 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 December 23, 1998 (with respect to the 532,404 shares).
================================================================================
<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 THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by the Registrant
with the Securities and Exchange Commission (the "Commission") are incorporated
herein by reference:
(a) Annual Report on Form 10-K for the year ended
June 30, 1998;
(b) 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,
1998.
(c) 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.
(d) MICROS Systems, Inc. 1991 Stock Option Plan,
as amended, contained in the Company's Proxy
Statement for the 1998 Annual Meeting of
Shareholders, filed on October 23, 1998.
All documents subsequently filed by the Registrant with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the 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.
Thomas L. Patz is the duly elected and acting Vice President and
General Counsel of the Registrant and has acted as counsel to the Registrant in
connection with the preparation and filing with the Securities and Exchange
Commission of this Registration Statement on Form S-8. Mr. Patz beneficially
owns less than 1% of the Common Stock of the Registrant.
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.
<PAGE> 4
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5 Opinion of Counsel Regarding the Legality of the shares of Common Stock
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (contained in Signature page)
</TABLE>
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 30th day of December, 1998.
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 30th day of December, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------- -----
<S> <C>
/s/A. L. Giannopoulos President, Chief Executive Officer
- --------------------------------- and Director
A. L. Giannopoulos
SIGNATURE TITLE
- --------- -----
/s/Ronald J. Kolson Executive Vice President and
- --------------------------------- Chief Operating Officer
Ronald J. Kolson
/s/Gary C. Kaufman Senior Vice President, Finance and
- --------------------------------- Administration, Chief Financial Officer
Gary C. Kaufman
/s/Louis M. Brown, Jr. Chairman and Director
- ---------------------------------
Louis M. Brown, Jr.
/s/Daniel A. Cohen Director
- ---------------------------------
Daniel A. Cohen
/s/F. Suzanne Jenniches Director
- ---------------------------------
F. Suzanne Jenniches
/s/John G. Puente Director
- ---------------------------------
John G. Puente
/s/Dwight S. Taylor Director
- ---------------------------------
Dwight S. Taylor
/s/A. L. Giannopoulos As Attorney-in-Fact
- ---------------------------------
A. L. Giannopoulos
</TABLE>
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
Page
----
<S> <C>
5 Opinion of Counsel Regarding the Legality
of the shares of Common Stock
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (contained in Exhibit 5)
24 Power of Attorney (contained in Signature
page)
</TABLE>
<PAGE> 1
EXHIBIT 5:
OPINION OF COUNSEL REGARDING THE LEGALITY OF THE SHARES OF COMMON STOCK
December 30, 1998
MICROS Systems, Inc.
12000 Baltimore Avenue
Beltsville, MD 20705-1291
Ladies and Gentlemen:
I am the duly elected and acting General Counsel of MICROS Systems,
Inc. (the "Corporation") and I have acted as counsel to the Corporation in
connection with the preparation and filing with the Securities and Exchange
Commission of a registration statement on Form S-8 (the "Registration
Statement") registering 2,200,000 shares of Common Stock, par value $0.25 per
share, of the Corporation (the "Common Stock") for issuance pursuant to the
MICROS Systems, Inc. 1991 Stock Option Plan (the "Plan").
In this capacity, I have examined: (i) the charter of the Corporation;
(ii) the corporate proceedings authorizing the issuance of 2,200,000 shares of
Common Stock pursuant to the Plan; (iii) the Plan; and (iv) such other
documents and instruments as I have considered necessary in the rendering of
the opinions hereinafter set forth.
Based upon the foregoing, I am of the opinion that:
1. The Corporation has been duly incorporated and is a validly existing
corporation in good standing under the laws of the State of Maryland.
2. Upon issuance of shares of Common Stock pursuant to the Plan, such
shares will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to me under Item 5 of this
Registration Statement.
Very truly yours,
/s/Thomas L. Patz
Thomas L. Patz
Vice President, General Counsel
<PAGE> 1
EXHIBIT 23.1:
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, 1998 appearing on page 28
of the MICROS Systems, Inc. Annual Report on Form 10-K for the year ended June
30, 1998.
PricewaterhouseCoopers LLP
Baltimore, Maryland
December 30, 1998
