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This Exhibit Index is on page 3
As filed with the Securities and Exchange Commission on June 28, 2000
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 11-K
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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, 1999.
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
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
7031 Columbia Gateway Drive 21046-2289
Columbia, 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)
A.L. GIANNOPOULOS ANTHONY H. RICKERT, ESQUIRE
7031 COLUMBIA GATEWAY DRIVE PIPER MARBURY RUDNICK & WOLFE L.L.P.
COLUMBIA, MARYLAND 21046-2289 1200 NINETEENTH STREET, N.W.
(443) 285-6000 SEVENTH FLOOR
WASHINGTON, D.C. 20036-2412
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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 PricewaterhouseCoopers LLP, independent auditors, dated June 23, 2000.
(b) Exhibits: A consent of PricewaterhouseCoopers LLP is being filed as Exhibit
23 to this Report.
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MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
INDEX TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
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<TABLE>
<CAPTION>
PAGE(s)
<S> <C>
FINANCIAL STATEMENTS
--------------------
Report of Independent Accountants......................................................... 1
Statements of Net Assets Available for Benefits........................................... 2
Statements of Changes in Net Assets Available for Benefits................................ 3
Notes to Financial Statements............................................................. 4-8
ADDITIONAL INFORMATION*
----------------------
Schedule I - Schedule of Assets Held for Investment Purposes at End of Year,
December 31, 1999....................................................................... 9
</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.
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<PAGE> 4
REPORT OF INDEPENDENT ACCOUNTANTS
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 the MICROS Systems, Inc. 401(K) Retirement Plan (the "Plan") at December 31,
1999 and 1998, and the changes in net assets available for benefits for the
years then ended, in conformity with accounting principles generally accepted in
the United States. 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 auditing standards generally accepted in the
United States, 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 conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Assets Held
for Investment Purposes at End of Year is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
PricewaterhouseCoopers LLP
McLean, Virginia
June 23, 2000
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<PAGE> 5
MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS 1999 1998
<S> <C> <C>
Uninvested cash $ 120,440 $ 24,300
Investments (see Note 3) 29,592,265 15,602,010
------------ ----------
Total assets 29,712,705 15,626,310
------------ ------------
Net assets available for benefits $ 29,712,705 $ 15,626,310
============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 6
MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Additions to net assets attributed to
Investment income
Net appreciation in fair value of investments (see Note 3) $ 9,573,439 $ 1,986,377
Interest and dividends 1,476,275 594,745
------------- --------------
11,049,714 2,581,122
------------- --------------
Contributions
Employer's 689,678 581,324
Participants' 3,068,377 2,636,270
------------- --------------
3,758,055 3,217,594
------------- --------------
Total additions 14,807,769 5,798,716
Deductions from net assets attributed to
Benefits paid to participants 1,008,504 1,635,446
------------- --------------
Net increase 13,799,265 4,163,270
------------- --------------
Transfer in of Merchants Information Systems plan assets
(see Note 1) 287,130 -
Net assets available for benefits
Beginning of year 15,626,310 11,463,040
------------- --------------
End of year $ 29,712,705 $ 15,626,310
============= ==============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
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 employees of the Company who have
completed three consecutive months of service and are age twenty-one or
older. Eligible employees may enroll in the Plan on the first day of the
plan year quarter coincident with or next following the date on which
eligibility criteria are met. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA).
In April 1999, the plan assets of the Merchants Information Systems
401(k) Plan were merged with and into the MICROS Systems, Inc. 401(k)
Retirement Plan.
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 ($10,000 per taxpayer for both the
1999 and 1998 calendar years). Participants may also contribute amounts
representing distributions from other qualified defined benefit or
contribution plans.
The Company contributes a guaranteed 50% of the first 5% of a
participant's contribution. Additionally, at the end of each plan year
the Plan provides for the availability of discretionary year-end profit
sharing contributions, depending upon profits and Board of Directors
approval.
There were no such discretionary contributions granted during 1999 or
1998.
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. Participants immediately vest upon death or disability.
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.
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MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
E. FORFEITED ACCOUNTS
In 1999 and 1998, employer contributions were reduced by $90,386 and
$59,733, respectively, from forfeited nonvested accounts. These amounts
were applied against employer contributions to the Putnam Money Market
Fund in each respective year.
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 transfers 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, 1999 ranged from 6.0% to 9.5%. Principal and interest are paid
ratably through bi-weekly payroll deductions over a period not extending
beyond five years from the date of the note. Loans may extend past five
years if it is determined at the time of the loan that the funds will be
used to acquire the principal residence of the participant.
H. ADMINISTRATIVE EXPENSES
The Company pays Emjay Corporation 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.
2. SUMMARY OF ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The Plan's financial statements are prepared on the accrual basis of
accounting.
B. USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ.
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<PAGE> 9
MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
C. INVESTMENT VALUATION AND INCOME RECOGNITION
The Plan's investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices which represent
the net asset value of shares held by the Plan at year-end. The Company
stock is valued at its quoted market price. Participant notes receivable
are valued at cost plus accrued interest, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
D. 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.
E. PAYMENT OF BENEFITS
Benefits are recorded when paid.
F. RECLASSIFICATIONS
Certain prior year amounts in the accompanying financial statements have
been reclassified to conform to the current year presentation.
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MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
3. INVESTMENTS
The following presents investments that represent five percent or more of
the Plan's net assets.
<TABLE>
<CAPTION>
DECEMBER 31
1999 1998
<S> <C> <C>
Putnam New Opportunities Fund,
45,689 and 28,651 shares, respectively $4,155,841 $1,674,101
Putnam OTC & Emerging Growth Fund,
167,986 and 144,731 shares, respectively 6,217,154 2,496,608
Putnam Voyager II Fund,
58,800 and 37,909 shares, respectively 2,260,867 860,543
AIM International Equity Fund,
120,063 and 108,564 shares, respectively 3,338,951 2,020,368
AIM Value Fund,
82,933 and 70,074 shares, respectively 4,049,595 2,816,265
AIM Charter Fund,
188,926 and 168,571 shares, respectively 3,491,355 2,513,399
MICROS Common Stock
46,203 and 39,794 shares, respectively 3,419,022 1,308,228
</TABLE>
During 1999, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated in
value by $9,573,439 as follows:
<TABLE>
<S> <C>
Mutual Funds $7,564,498
Common Stock 2,008,941
----------
$9,573,439
==========
</TABLE>
4. 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 percent vested in their employer
contributions.
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MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
5. TAX STATUS
The Plan, as amended effective January 29, 1997, is a non-standardized
prototype plan sponsored by Emjay Corporation 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.
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MICROS SYSTEMS, INC.
401(K) RETIREMENT PLAN
ADDITIONAL INFORMATION
DECEMBER 31, 1999
SCHEDULE I - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR,
DECEMBER 31, 1999
<TABLE>
<CAPTION>
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT UNITS VALUE
<S> <C> <C> <C>
Putnam Investments
New Opportunities Fund Class A shares, $90.96 per share 45,688.663 $ 4,155,841
OTC & Emerging Growth Fund Class A shares, $37.01 per share 167,985.795 6,217,154
Voyager II Fund Class A shares, $38.45 per share 58,800.182 2,260,867
Income Fund Class A shares, $6.36 per share 138,845.155 883,055
Money Market Fund Class A shares, $1.00 per share 1,097,251.660 1,097,252
AIM Family of Funds
International Equity Fund Class A shares, $27.81 per share 120,062.965 3,338,951
Value Fund Class A shares, $48.83 per share 82,932.536 4,049,595
Charter Fund Class A shares, $18.48 per share 188,926.115 3,491,355
MICROS Common Stock* Common Stock, $74.00 per share 46,203.000 3,419,022
--------------
28,913,092
Participants Notes (6.0%-9.5%) 679,173
--------------
$ 29,592,265
==============
</TABLE>
* Denotes a party-in-interest.
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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: June 28, 2000 By:
------------------
Plan Sponsor
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