<PAGE> 1
This Exhibit Index is on page 8
As filed with the Securities and Exchange Commission on December 28, 2000
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)
7031 Columbia Gateway Drive 21046-2289
Columbia, Maryland (Zip Code)
(Address of principal executive offices)
</TABLE>
MICROS SYSTEMS, INC. 2000 NON-QUALIFIED
---------------------------------------
EMPLOYEE STOCK PURCHASE PLAN
----------------------------
(Effective as of July 1, 2000)
(Full title of plan)
<TABLE>
<CAPTION>
(Name, address and telephone (Copies to:)
number of agent for service)
<S> <C>
ANTHONY J. RICKERT, ESQUIRE
A. L. GIANNOPOULOS SEAN KLEIN, ESQUIRE
7031 COLUMBIA GATEWAY DRIVE PIPER MARBURY RUDNICK & WOLFE LLP
COLUMBIA, MARYLAND 21046-2289 1200 19TH STREET
(443) 285-6000 WASHINGTON, D.C. 20036
</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
value $0.25 per share) 150,000 $16.31* $ 2,446,500** $611.63
====================================================================================================================
</TABLE>
*Calculated on the basis of the average of the high and low prices of the
Registrant's Common Stock as reported on DECEMBER 21, 2000, on the NASDAQ
National Market, which date is within 5 business days before the date of the
filing of this Registration Statement.
**Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(h).
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan(s) described herein.
================================================================================
<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, 2000.
(b) Quarterly Report on Form 10-Q for the quarter ended September
30, 2000.
(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) 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 of 1934 ("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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
<PAGE> 3
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.
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<CAPTION>
Exhibit
Number Description
------- -----------
<S> <C>
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. 2000 Non-Qualified Employee Stock Purchase Plan
will be purchased by the Employee Stock Purchase Plan Agent
only on the open market, an opinion of counsel as to the
legality of the shares being registered need not be and is not
included herein.
23.1 Consent of Independent Accountants
24 Power of Attorney (contained in Signature page)
</TABLE>
<PAGE> 4
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 that remain unsold at the
termination of the offering.
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
<PAGE> 5
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.
<PAGE> 6
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 Columbia, County of Howard, Maryland on this 28th day of
December, 2000.
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 MICROS
Systems, Inc. 2000 Non-Qualified Employee Stock Purchase Plan (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.
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 28th day of December, 2000.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/A. L. Giannopoulos President, Chief Executive Officer
---------------------
A. L. Giannopoulos and Director (Principal Executive Officer)
</TABLE>
<PAGE> 7
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/Gary C. Kaufman Executive Vice President, Finance and
------------------ Administration, Chief Financial Officer
Gary C. Kaufman (Principal Financial and Accounting Officer)
/s/Louis M. Brown, Jr. Chairman and Director
----------------------
Louis M. Brown, Jr.
/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/William S. Watson Director
--------------------
William S. Watson
/s/A. L. Giannopoulos As Attorney-in-Fact
---------------------
A. L. Giannopoulos
/s/Gary C. Kaufman Plan Administrator
----------------------------
Authorized Representative
of the MICROS Employee Benefits
Committee
</TABLE>
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
23.1 Consent of Independent Accountants
24 Power of Attorney (contained in Signature page)
</TABLE>
