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As filed with the Securities and Exchange Commission on July 3, 1997
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
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GREAT PLAINS SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
Minnesota 45-0374871
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1701 S.W. 38th Street
Fargo, North Dakota 58103
(Address of principal executive offices) (Zip Code)
1997 STOCK INCENTIVE PLAN
(Full title of the plan)
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
1983 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
OUTSIDE DIRECTORS' STOCK OPTION PLAN
(Full title of the plan)
OUTSIDE DIRECTOR STOCK OPTION AGREEMENTS
(Full title of plan)
Douglas J. Burgum
Great Plains Software, Inc.
1701 S.W. 38th Street
Fargo, North Dakota 58103
(Name and address of agent for service)
(701) 281-0550
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
securities Amount to maximum offering maximum Amount of
to be be offering price aggregate registration
registered Registered per share(1) offering price(1) fee
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Common Stock
($.01 par value) 2,511,553 shares $27.00 $47,493,890 $14,393
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h)(1) and (c). The proposed maximum offering
price has been calculated as follows: options to purchase 1,011,553 shares
have been issued with an approximate weighted average stock exercise price
of $6.914; and the stock exercise price of options with respect to
1,500,000 shares that are being registered herein but remain unissued is
based upon the average of the high and low prices of the Common Stock as
reported on the Nasdaq consolidated reporting system on June 30, 1997.
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Great Plains
Software, Inc. (the "Company") with the Securities and Exchange Commission,
are incorporated by reference in this Registration Statement, as of their
respective dates:
(a) The Company's prospectus filed pursuant to Rule 424(b) of
the Securities Act of 1933, as amended (the "Securities Act of
1933") on June 24, 1997.
(b) Not applicable.
(c) The description of the Company's capital stock contained in
the registration statement on Form 8-A filed by the Company on
June 13, 1997 under the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by reference herein and
to be a part hereof from the respective dates of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Articles of Incorporation provide for
indemnification of directors of the Company to the fullest extent permitted
by Minnesota law. Section 302A.521, subd. 2, of the Minnesota Statutes
requires the Company to indemnify a person made or threatened to be made a
party to a proceeding by reason of the former or present official capacity of
the person with respect to the Company, against judgments, penalties, fines
(including, without limitation, excise taxes assessed against the person with
respect to an employee benefit plan), settlements, and reasonable expenses,
including attorneys' fees and disbursements, incurred by the person in
connection with the proceeding, if, with respect to the acts or omissions of
the person complained of in the proceeding, the person (1) has not been
indemnified by another organization or employee benefit plan for the same
judgments, penalties or fines; (2) acted in good faith; (3) received no
improper personal benefit, and statutory procedure has been followed in the
case of any conflict of interest by a director; (4) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and
(5) in the case of acts or omissions occurring in the person's performance in
the official capacity of director or, for a person not a director, in the
official capacity of officer, board committee member or employee, reasonably
believed that the conduct was in the best interests of the Company, or, in
the case of performance by a director, officer or employee of the Company
involving service as a director, officer, partner, trustee,
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employee or agent of another organization or employee benefit plan,
reasonably believed that the conduct was not opposed to the best interests of
the Company. In addition, Section 302A.521, subd. 3, requires payment by the
Company, upon written request, of reasonable expenses in advance of final
disposition of the proceeding in certain instances. A decision as to
required indemnification is made by a disinterested majority of the Board of
Directors present at a meeting at which a disinterested quorum is present, or
by a designated committee of the Board, by special legal counsel, by the
shareholders, or by a court.
Provisions regarding indemnification of officers and directors
of the Company to the extent permitted by Section 302A.521 as now enacted or
hereafter amended are contained in the Company's Amended Bylaws.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
No securities are to be reoffered or resold pursuant to this
Registration Statement.
Item 8. EXHIBITS.
4.1 Amended and Restated Articles of Incorporation
(incorporated by reference to Exhibit 3.2 to the Company's
Registration Statement on Form S-1, Registration No.
333-22833).
4.2 Amended Bylaws (incorporated by reference to Exhibit 3.3 to
the Company's Registration Statement on Form S-1,
Registration No. 333-22833).
5.1 Opinion and Consent of Dorsey & Whitney LLP
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
24.1 Power of Attorney
Item 9. UNDERTAKINGS.
A. 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
the Securities Act of 1933;
(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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities would not exceed that which was
registered) and any deviation from the low or high end of
the estimated
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maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in
the effective 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;
PROVIDED, HOWEVER, that paragraphs A(1)(i) and A(1)(ii) above will 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 Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 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.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 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 other 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 Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 Fargo, State of North Dakota, on
the 2nd day of July, 1997
GREAT PLAINS SOFTWARE, INC.
By /s/ Douglas J. Burgum
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Douglas J. Burgum
President and Chief Executive Officer
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 2nd day of July, 1997.
Signature Title
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/s/ Douglas J. Burgum President, Chief Executive
- ------------------------- Officer and Chairman of the Board
Douglas J. Burgum (principal executive officer)
/s/ Terri F. Zimmerman Chief Financial Officer and Group
- ------------------------- Vice President, Finance and Operations
Terri F. Zimmerman (principal financial and accounting officer)
* Director
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Bradley J. Burgum
* Director
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Frederick W. Burgum
* Director
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William V. Campbell
* Director
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Raymond F. Good
* Director
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Sanjeev. K. Mehra
* Director
- -------------------------
J.A. Heidi Roizen
* Director
- -------------------------
Joseph S. Tibbetts, Jr.
* By /s/ Douglas J. Burgum
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Douglas J. Burgum
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit Page
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4.1 Amended and Restated Articles of Incorporation Previously Filed
4.2 Amended Bylaws Previously Filed
5.1 Opinion and Consent of Dorsey & Whitney LLP
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
24.1 Power of Attorney
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EXHIBIT 5.1
[Dorsey & Whitney LLP Letterhead]
Great Plains Software, Inc.
1701 S.W. 38th Street
Fargo, North Dakota 58103
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Great Plains Software, Inc., a Minnesota
corporation (the "Company"), in connection with a registration statement on
Form S-8 (the "Registration Statement") relating to the sale by the Company
from time to time of up to 2,511,553 shares (the "Shares") of common stock,
par value $.01 per share, of the Company. The Shares will be issuable under
the 1997 Stock Incentive Plan (the "1997 Plan"), the 1983 Incentive Stock
Option Plan (the "1983 Plan"), the 1997 Employee Stock Purchase Plan (the
"Purchase Plan") and the Outside Directors' Stock Option Plan (the
"Directors' Plan") of the Company, and under stock option agreements between
the Company and certain nonemployee directors of the Company (the
"Agreements"). The 1997 Plan, the 1983 Plan, the Purchase Plan, the
Directors' Plan and the Agreements are referred to herein as the "Plans".
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of our
opinions set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness
of all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all
parties to agreements or instruments relevant hereto other than the Company,
that such parties had the requisite power and authority (corporate or
otherwise) to execute, deliver and perform such agreements or instruments,
that such agreements or instruments have been duly authorized by all
requisite action (corporate or otherwise), executed and delivered by such
parties and that such agreements or instruments are the valid, binding and
enforceable obligations of such parties. As to questions of fact material to
our opinions, we have relied upon certificates of officers of the Company and
of public officials.
Based on the foregoing, we are of the opinion that the Shares have
been duly authorized and, upon issuance, delivery and payment therefor in
accordance with the terms of the Plans, as applicable, and any
relevant agreements thereunder, will be validly issued, fully paid and
nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Dated: July 3, 1997 Very truly yours,
/s/ Dorsey & Whitney LLP
JLS
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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 for the two years ended May
31, 1996 and for the nine months ended February 28, 1997 dated March 21,
1997, except as to Note 13, which is as of June 19, 1997, which appears on
page F-2 on the Registration Statement (No. 333-22833) on Form S-1. We also
consent to the application of such report to the financial statement schedule
for the two years ended May 31, 1996 and the nine months ended February 28,
1997 listed under item 16(b) of Form S-1 when such schedule is read in
conjunction with the financial statements referred to in our report.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Minneapolis, Minnesota
July 2, 1997
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EXHIBIT 23.2
Consent of Ernst & Young LLP
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1997 Stock Incentive Plan, the 1983 Stock Option
Plan, the 1997 Employee Stock Purchase Plan, the Outside Directors' Stock
Option Plan of Great Plains Software, Inc. and to stock options granted to
nonemployee directors of Great Plains Software, Inc. prior to the date
hereof, for the registration of 2,531,553 shares of common stock of our
report dated July 22, 1994, with respect to the financial statements of
Great Plains Software, Inc. included in the Registration Statement on Form
S-1 and the related Prospectus filed with the Securities and Exchange
Commission.
Minneapolis, Minnesota
July 2, 1997
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EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Douglas J. Burgum and Terri F. Zimmerman
(with full power to act alone), as his or her true and lawful attorneys-in-fact
and agents, with full powers of substitution and resubstitution, for him or her
and in his or her name, place and stead, in any and all capacities, to sign a
Registration Statement on Form S-8 of Great Plains Software, Inc. and any or all
amendments (including post-effective amendments) thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their substitute
or substitutes, lawfully do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
- --------------------------- President, Chief Executive -------------
Douglas J. Burgum Officer and Chairman of the Board
/s/ Terri F. Zimmerman Chief Financial Officer and June 19, 1997
- --------------------------- Group Vice President, Finance
Terri F. Zimmerman and Operations
/s/ Bradley J. Burgum Director June 19, 1997
- ---------------------------
Bradley J. Burgum
/s/ Frederick W. Burgum Director June 19, 1997
- ---------------------------
Frederick W. Burgum
/s/ William V. Campbell Director June 19, 1997
- ---------------------------
William V. Campbell
/s/ Raymond F. Good Director June 19, 1997
- ---------------------------
Raymond F. Good
/s/ Sanjeev K. Mehra Director June 19, 1997
- ---------------------------
Sanjeev K. Mehra
/s/ J. A. Heidi Roizen Director June 19, 1997
- ---------------------------
J.A. Heidi Roizen
/s/ Joseph S. Tibbets, Jr. Director June 19, 1997
- ---------------------------
Joseph S. Tibbetts, Jr.
