<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 31, 1998
REGISTRATION NO. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
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)
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<TABLE>
<S> <C> <C>
MINNESOTA 7372 45-0374871
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification
incorporation or organization) Number)
</TABLE>
1701 S.W. 38TH STREET
FARGO, NORTH DAKOTA 58103
(701) 281-0550
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
DOUGLAS J. BURGUM
GREAT PLAINS SOFTWARE, INC.
1701 S.W. 38TH STREET
FARGO, NORTH DAKOTA 58103
(701) 281-0550
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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<TABLE>
<CAPTION>
COPIES TO:
<S> <C> <C>
DOUGLAS R. HERMAN JAY L. SWANSON MARK G. BORDEN
GREAT PLAINS SOFTWARE, INC. DORSEY & WHITNEY LLP JEFFREY A. STEIN
1701 S.W. 38TH STREET PILLSBURY CENTER SOUTH HALE AND DORR LLP
FARGO, NORTH DAKOTA 58103 220 SOUTH SIXTH STREET 60 STATE STREET
(701) 281-0550 MINNEAPOLIS, MINNESOTA 55402-1498 BOSTON, MASSACHUSETTS 02109
(612) 340-2600 (617) 526-6000
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: /X/ 333-48219
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earliest effective registration statement
for the same offering: / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earliest effective registration statement
for the same offering: / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM
PROPOSED AMOUNT OFFERING PRICE PER
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED TO BE REGISTERED SHARE(1)
<S> <C> <C>
Common Stock, $.01 par value.............................. 88,000 shares $33.4375
<CAPTION>
PROPOSED MAXIMUM
AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
<S> <C> <C>
Common Stock, $.01 par value.............................. $2,942,500 $869
</TABLE>
(1) Calculated in accordance with Rule 457(c) based on the average of the high
and low sale prices of the Common Stock as reported on the Nasdaq National
Market on March 27, 1998.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-1 (SEC File No. 333-48219) filed by Great Plains
Software, Inc. with the Securities and Exchange Commission on March 19, 1998
are hereby incorporated by reference herein.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement on Form S-1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fargo,
State of North Dakota, on March 30, 1998.
GREAT PLAINS SOFTWARE, INC.
By: /s/ DOUGLAS J. BURGUM
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Douglas J. Burgum
CHAIRMAN OF THE BOARD, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-1 has been signed by the following persons in
the capacities indicated on March 30, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ DOUGLAS J. BURGUM Chairman of the Board, President and
- ---------------------------------------- Chief Executive Officer (principal
Douglas J. Burgum executive officer)
Chief Financial Officer, Vice President,
/s/ TERRI F. ZIMMERMAN Finance and Operations (principal
- ---------------------------------------- financial officer and principal
Terri F. Zimmerman accounting officer)
*
- ---------------------------------------- Director
Bradley J. Burgum
*
- ---------------------------------------- Director
Frederick W. Burgum
- ---------------------------------------- Director
William V. Campbell
*
- ---------------------------------------- Director
Raymond F. Good
- ---------------------------------------- Director
Sanjeev Mehra
*
- ---------------------------------------- Director
J. A. Heidi Roizen
- ---------------------------------------- Director
Joseph S. Tibbetts, Jr.
</TABLE>
*By: /s/ DOUGLAS J. BURGUM
-------------------------
Douglas J. Burgum
ATTORNEY-IN-FACT
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S> <C>
5.1 Opinion of Dorsey & Whitney LLP...................................................
23.1 Consent of Price Waterhouse LLP...................................................
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).........................
24.1 Powers of Attorney (incorporated by reference to Exhibit 24.1 to
the Company's Registration Statement on Form S-1 filed March 19, 1998
(SEC File No. 333-48219)).......................................................
</TABLE>
<PAGE>
[LETTERHEAD OF DORSEY & WHITNEY LLP]
EXHIBIT 5.1
Great Plains Software, Inc.
1701 S.W. 38th Street
Fargo, North Dakota 58103
Re: Great Plains Software, Inc.
Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to Great Plains Software, Inc., a Minnesota
corporation (the "Company"), in connection with two Registration Statements
on Form S-1 (the "Registration Statements") relating to the sale of up to an
aggregate of 588,000 shares (the "Shares") of Common Stock of the Company,
$01 par value, by certain shareholders of record of the Company, namely, GS
Capital Partners, L.P., Bridge Street Fund 1994 L.P. and Stone Street Fund
1994, L.P. (the "Selling Shareholders").
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. We have also assumed that the Shares will be sold for a
price per share not less than the par value per share thereof
<PAGE>
Great Plains Software
March 30, 1998
Page 2
and will be sold as described in the Registration
Statements.
Based on the foregoing, we are of the opinion that the Shares to be
sold by the Selling Shareholders pursuant to the Registration Statements have
been duly authorized by all requisite corporate action, and are 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 Statements and to the reference to our firm under the caption
"Legal Matters" in the Prospectus constituting part of the Registration
Statements.
Dated: March 30, 1998
Very truly yours,
/s/ Dorsey & Whitney LLP
TSH
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated July 8, 1997 relating to
the financial statements of Great Plains Software, Inc., which appears in such
Prospectus. We also consent to the application of such report to the Financial
Statement Schedule for the three years ended May 31, 1997 listed under Item
16(b) of this Registration Statement when such schedule is read in conjunction
with the financial statements referred to in our report. The audits referred to
in such report also include this schedule. We also consent to the reference to
us under the heading "Experts" in such Prospectus.
Price Waterhouse LLP
Minneapolis, Minnesota
March 30, 1998
