<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GREAT PLAINS SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 45-0374871
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1701 S.W. 38TH STREET
FARGO, NORTH DAKOTA 58103
(Address of principal executive offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. / /
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value Nasdaq National Market
(Title of class) (Name of each exchange on which each class is
to be registered)
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
On March 5, 1997, Great Plains Software, Inc. (the "Company") filed a
Registration Statement registering 3,450,000 shares of its Common Stock, $.01
par value, on Form S-1 (File No. 333-22833) (the "Registration Statement") with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended. This summary description of the Company's Common Stock is qualified in
its entirety by reference to the Registration Statement, which is hereby
incorporated herein by reference. The Company's prospectus to be filed
pursuant to Rule 424(b) under the Securities Act of 1933 is hereby
incorporated by reference.
ITEM 2. EXHIBITS
3.1 Amended and Restated Articles of Incorporation (incorporated by
reference to Exhibit No. 3.2 to the Company's Registration Statement
on Form S-1 (Registration No. 333-22833)).
3.2 Bylaws, as amended (incorporated by reference to Exhibit No. 3.3 to
the Company's Registration Statement on Form S-1 (Registration No.
333-22833)).
4.1 Specimen Form of the Common Stock Certificate (incorporated by
reference to Exhibit No. 4.1 to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (Registration No. 333-22833)).
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
GREAT PLAINS SOFTWARE, INC.
Date: June 11, 1997
By /s/ Douglas J. Burgum
--------------------------------------
Douglas J. Burgum
President and Chief Executive Officer
-3-
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION OF EXHIBIT
- ------- ----------------------
3.1 Amended and Restated Articles of Incorporation (incorporated by
reference to Exhibit No. 3.2 to the Company's Registration Statement
on Form S-1 (Registration No. 333-22833)).
3.2 Bylaws, as amended (incorporated by reference to Exhibit No. 3.3 to
the Company's Registration Statement on Form S-1 (Registration No.
333-22833)).
4.1 Specimen Form of the Common Stock Certificate (incorporated by
reference to Exhibit No. 4.1 to Amendment No. 1 to the Company's
Registration Statement on Form S-1 (Registration No. 333-22833)).
-4-