<PAGE>
As filed with the Securities and Exchange Commission on December 15, 1999
Registration No. 333-
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-4
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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MINNESOTA 7372 45-0374871
(State or other jurisdiction of (Primary Standard Industrial (I.R.S Employer
incorporation or organization) Classification Code Number) Identification 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)
Copies to:
DOUGLAS R. HERMAN, ESQ. TIMOTHY S. HEARN, ESQ.
GREAT PLAINS SOFTWARE, INC. DORSEY & WHITNEY LLP
1701 S.W. 38TH STREET 220 SOUTH SIXTH STREET
FARGO, NORTH DAKOTA 58103 MINNEAPOLIS, MINNESOTA 55402
(701) 281-0550 (612) 340-2600
------------------------
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this registration statement.
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier 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 earlier effective registration
statement for the same offering. / /
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of each class of Amount maximum offering maximum aggregate Amount of
securities to be registered to be registered price per share(1) offering price(1) registration fee
- ----------------------------------- --------------------- -------------------- -------------------- ------------------
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Common Stock, $.01 par value 2,000,000 Shares $53.57 $107,140,000 $28,285
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(1) Estimated solely for the purpose of calculating the registration fee based
upon the average of the high and low sales prices for our common stock on
December 8, 1999, as reported on the Nasdaq National Market.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
The shares of common stock registered hereby may be offered for resale by
persons who receive such shares from the registrant in acquisitions of the
assets or securities of other businesses or upon the exercise of options,
warrants, convertible securities or other similar securities assumed or issued
by the registrant in such acquisitions.
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<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS DECLARED EFFECTIVE. THIS PROSPECTUS IS NOT
AN OFFER TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING AN OFFER TO BUY
THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
Subject to completion, dated December 15, 1999
PROSPECTUS
------------------------
2,000,000 SHARES
GREAT PLAINS SOFTWARE, INC.
COMMON STOCK
------------------------
This prospectus relates to up to 2,000,000 shares of the common stock,
$.01 par value, of Great Plains Software Inc. which may be issued and offered by
us from time to time in connection with acquisitions of the assets or securities
of other businesses. We also may issue some of those shares upon the exercise of
options, warrants, convertible securities or other similar securities assumed or
issued by us from time to time in connection with these acquisitions.
The terms for acquiring the assets or securities of other businesses
will be determined by negotiations between us and the owners of the assets or
securities. Shares of our common stock issued to pay for any assets or
securities will be valued at approximately the current market value of the
common stock. The value will be determined either when the terms of the
acquisition are tentatively or finally agreed to, when the acquisition is
completed, or during a specific period of time before we deliver the shares.
All expenses of this offering will be paid by us. No underwriting
discounts or commissions will be paid in connection with the issuance of common
stock under this prospectus, although finder's fees may be paid with respect to
specific transactions. Any person receiving a finder's fee may be deemed to be
an underwriter within the meaning of Section 2(11) of the Securities Act of
1933.
Our common stock is traded on the Nasdaq National Market under the
symbol "GPSI." On , , the last sale price of our common stock as
reported on the Nasdaq National Market was $ per share.
------------------------
INVESTMENT IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING ON PAGE 3 TO READ ABOUT CERTAIN RISKS YOU SHOULD
CONSIDER BEFORE ACQUIRING SHARES OF OUR COMMON STOCK.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
GREAT PLAINS SOFTWARE, INC.
1701 S.W. 38th Street
Fargo, North Dakota 58103
(701) 281-0550
The date of this prospectus is , .
<PAGE>
THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL
INFORMATION ABOUT GREAT PLAINS THAT WAS PREVIOUSLY FILED WITH THE SEC AND IS NOT
PRESENTED IN OR DELIVERED WITH THIS PROSPECTUS. YOU MAY REQUEST A FREE COPY OF
ANY OF THESE FILINGS BY WRITING OR CALLING: DOUGLAS R. HERMAN, GREAT PLAINS
SOFTWARE, INC., 1701 S.W. 38TH STREET, FARGO, NORTH DAKOTA 58103, (701)
281-0550. TO OBTAIN TIMELY DELIVERY YOU MUST REQUEST THE INFORMATION NO LATER
THAN FIVE BUSINESS DAYS BEFORE THE DATE YOU MUST MAKE YOUR INVESTMENT DECISION.
------------------------
TABLE OF CONTENTS
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PAGE
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Forward-Looking Statements............................................ 2
About Great Plains Software, Inc. .................................... 3
Risk Factors.......................................................... 3
Selected Consolidated Financial Data.................................. 7
The Offering.......................................................... 8
Restrictions on Resale................................................ 9
Information Concerning Great Plains' Management ...................... 9
Experts............................................................... 9
Legal Matters......................................................... 10
Where You Can Find More Information................................... 10
</TABLE>
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FORWARD-LOOKING STATEMENTS
This prospectus (including the documents incorporated by reference)
contains forward-looking statements regarding Great Plains' plans,
expectations, estimates and beliefs. These statements involve risks and
uncertainties, and actual results could differ materially from those
reflected in the forward-looking statements. Forward-looking statements in
the prospectus are typically identified by words such as "believes,"
"anticipates," "expects," "intends," "will" and "may" and other similar
expressions. In addition, any statements that refer to expectations,
projections or other characterizations of future events or circumstances are
forward-looking statements. We will not necessarily update the information in
this prospectus if and when any forward-looking statement later turns out to
be inaccurate. Some of the important risks and uncertainties that may affect
our future results and performance are described in "Risk Factors," below.
Additional information about factors that could affect our future results and
events is included in our reports and filed with the SEC and incorporated by
reference in this prospectus.
-2-
<PAGE>
ABOUT GREAT PLAINS SOFTWARE, INC.
Great Plains provides fully integrated front office/back office
business management software solutions for the mid-market. These include
financial, distribution, enterprise reporting, project accounting, electronic
business, human resources and payroll, manufacturing, service management,
sales and marketing, and customer service and support applications. Our
solutions are sold and implemented by a worldwide network of independent
partner organizations that share our commitment to lasting customer
relationships.
Our principal executive offices are located at 1701 S.W. 38th
Street, Fargo, North Dakota 58103, and our telephone number at that address
is (701) 281-0550. In this prospectus, references to "Great Plains," "we,"
"us," and "our" refer to Great Plains Software, Inc. and its subsidiaries.
RISK FACTORS
AN INVESTMENT IN THESE SHARES INVOLVES A HIGH DEGREE OF RISK. YOU
SHOULD CONSIDER CAREFULLY THE FOLLOWING RISK FACTORS, TOGETHER WITH THE OTHER
INFORMATION IN THIS PROSPECTUS, BEFORE ACQUIRING ANY SHARES.
WE MAY BE UNABLE TO MARKET AND SELL OUR PRODUCTS IF WE ARE UNABLE TO MAINTAIN
A STRONG PARTNER NETWORK
We do not maintain a direct sales force; rather, we rely exclusively
on our partner network to sell our solutions. We cannot assure you that our
partners will aggressively market our products and services or will maintain
their relationship with us. Our failure to maintain these relationships and
to develop new partner relationships in the future could have a material
adverse effect on our business.
Our ability to achieve significant future revenue growth will depend
in large part on adding new partners, leveraging our relationships with
existing partners and our partners' ability to implement their growth plans.
We cannot assure you that either we or our partners will be able to achieve
these goals. Our inability or our partners' inability to do so could have a
material adverse effect on our business, results of operations and financial
condition.
DEMAND FOR OUR PRODUCTS MAY DECREASE IF WE ARE UNABLE TO ANTICIPATE AND ADAPT
TO RAPIDLY CHANGING TECHNOLOGY
Our markets are characterized by rapidly changing technologies,
evolving industry standards, frequent new product and service introductions,
and changing customer and partner demands. Our future success will depend on
our ability to adapt to these rapidly changing technologies, to enhance our
existing solutions, and to introduce new solutions to address our customers'
and partners' changing demands. We may experience difficulties that could
delay or prevent the successful design, development, introduction or
marketing of new solutions. In addition, these new solutions and enhancements
must meet the requirements of our current and prospective customers and must
achieve significant market acceptance.
DEMAND FOR OUR PRODUCTS MAY DECREASE IF MIDMARKET BUSINESSES FAIL TO ADOPT
MICROSOFT TECHNOLOGIES OR OUR PRODUCTS BECOME INCOMPATIBLE WITH NEW
DEVELOPMENTS IN THESE TECHNOLOGIES
Our software products are designed for Microsoft technologies,
including Windows NT and SQL Server. In addition, our products utilize other
Microsoft technologies, including Visual Basic for Applications and Site
Server. Although we believe that Microsoft technologies will continue to be
widely utilized by midmarket businesses, we cannot assure you that midmarket
businesses will adopt these technologies as anticipated or will not in the
future migrate to other computing platforms or technologies that we do not
currently support. Moreover, our strategy requires that our products and
technologies continue to be compatible with new developments in Microsoft's
technologies.
-3-
<PAGE>
OUR MANAGEMENT AND INTERNAL SYSTEMS MAY BE INADEQUATE TO HANDLE POTENTIAL
GROWTH OF OUR SALES AND WORKFORCE
Our growth has resulted in increased responsibilities placed upon
our management and has placed added pressures on our internal systems.
Continued growth will require us to implement additional systems and controls
and to expand, train and manage a larger workforce. We cannot assure you that
the systems and management skills currently in place will be adequate if we
continue to grow. In addition, from time to time we may acquire businesses,
products, services and technologies that are complementary to ours, or that
allow us to enter into new markets. These acquisitions would place additional
demands upon our management.
DEMAND FOR OUR PRODUCTS MAY DECREASE IF WE ARE UNABLE TO COMPETE SUCCESSFULLY
IN THE MIDMARKET BUSINESS SOFTWARE MARKET
The market for business management solutions is highly competitive.
We expect this competition to intensify, particularly in the midmarket. Many
of our competitors have greater financial, marketing and technical resources
than we do. We cannot assure you that we will be able to compete successfully
against these companies.
SOFTWARE THAT WE LICENSE FROM OTHER COMPANIES FOR RESALE MAY BECOME
UNAVAILABLE OR OUTDATED
Some of our products utilize software licensed to us by independent,
third-party software developers. For example, we rely on third parties for
our primary reporting tool, for our Integration Manager, and for our Service
Management Series. Although we believe that there are alternatives for most
of these products, any significant interruption in the supply of this
third-party software could have a material adverse impact on our sales unless
and until we can replace the functionality provided by key third-party
products. In addition, we depend on these third parties to enhance their
current products, to develop new products on a timely and cost-effective
basis, and to respond to emerging industry standards and rapid technological
change. We cannot assure you that we would be able to replace the
functionality provided by third-party software if that software becomes
obsolete or incompatible with future versions of our products, or otherwise
is not adequately maintained or updated. Any failure of key third-party
solutions could have a material adverse effect on our business, results of
operations and financial condition.
WE MAY BE UNABLE TO IDENTIFY OR COMPLETE SUITABLE ACQUISITIONS AND
INVESTMENTS, AND ANY ACQUISITIONS AND INVESTMENTS WE DO COMPLETE MAY CREATE
BUSINESS DIFFICULTIES OR DILUTE OUR SHAREHOLDERS
We may acquire or make investments in complementary businesses,
products, services or technologies. We cannot assure you that we will be able
to identify suitable acquisitions or investment candidates. Even if we
identify suitable candidates, we cannot assure you that we will be able to
make acquisitions or investments on commercially acceptable terms. If we
acquire a company, we may have difficulty assimilating its personnel and
operations into our operations. In addition, its key personnel may decide not
to work for us. We may also have difficulty in assimilating acquired
businesses, products, services and technologies into our operations. These
difficulties could disrupt our ongoing business, distract our management and
workforce, increase our expenses and adversely affect our results of
operations. Furthermore, we may incur significant debt or be required to
issue equity securities to pay for future acquisitions or investments. The
issuance of equity securities could be dilutive to our shareholders.
OUR EARNINGS MAY BE AFFECTED BY POTENTIAL CHANGES IN ACCOUNTING PROFESSION
PRACTICES
Recently, the SEC has been critical of the U.S. accounting practice
of writing off in-process research and development costs incurred in
connection with acquisitions. Our fiscal 1998 financial statements reflect
significant in-process research and development write-offs taken in
connection with two acquisitions completed during that year. Later in the
1998 calendar year, the SEC adopted new guidelines with respect to these
types of write-offs. If the SEC were to review and require a change in the
accounting for these acquisitions, it could cause a reduction in these
write-offs and a corresponding increase in the amount of goodwill associated
with each acquisition, which would produce increased amortization expense
against income in future periods.
-4-
<PAGE>
ANTICIPATED FLUCTUATIONS IN OUR QUARTERLY REVENUE AND OPERATING RESULTS MAY
RESULT IN REDUCED PROFITABILITY AND LEAD TO REDUCED PRICES FOR OUR STOCK
Our quarterly revenue and operating results have varied in the past
and can be expected to vary in the future. As a result, we cannot assure you
that we will be able to maintain profitability on an annual or quarterly
basis. It is possible that in some future quarters our operating results will
fall below our expectations or those of market analysts and investors. In
that event, the price of our common stock would likely decrease.
Most of our quarterly revenue results from orders booked in that
quarter. We establish expenditure levels based on our expectation for future
revenue. If revenue levels are below expectation, expenses could be
disproportionately high. In addition, our business has experienced and may
continue to experience seasonality.
THE EXPECTED CONTINUING DECLINE IN SALES OF OUR DOS- AND MACINTOSH-BASED
PRODUCT COULD NEGATIVELY AFFECT OUR BUSINESS
We have shifted our product focus from a DOS- and Macintosh-based
product, Great Plains Accounting, to our eEnterprise (formerly called
Dynamics C/S+) and Dynamics products which are based on Windows NT and
Microsoft SQL Server technologies. As a result of this shift and the decrease
in general market demand for DOS- and Macintosh-based solutions, our revenues
from our Great Plains Accounting product have declined and are expected to
decline in the future. We cannot assure you that the decline in revenues from
sales of Great Plains Accounting will not have a material adverse effect on
the results of our operations and our financial condition.
WE MAY FACE INCREASED COMPETITION AND DOWNWARD PRICE PRESSURE IF WE ARE
UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS
We rely on a combination of trade secret, copyright and trademark
laws, nondisclosure agreements and other contractual provisions to protect
our intellectual property rights. We cannot assure you that these protections
will be adequate to prevent our competitors from copying or
reverse-engineering our products, or that our competitors will not
independently develop technologies that are substantially equivalent or
superior to ours. We make source code available to certain of our partners
and customers. This availability may increase the likelihood of
misappropriation or other misuse of our intellectual property.
We have no patents. Existing copyright and trademark laws afford
only limited protection for our intellectual property rights and will not
protect our rights if competitors independently develop similar products.
While we license the eEnterprise product under signed license agreements,
Dynamics and Great Plains Accounting are licensed under "shrink wrap"
licenses not signed by the licensees. These non-negotiable license agreements
found printed on the software packaging may be unenforceable under the laws
of certain jurisdictions. In addition, the laws of certain countries where we
sell products do not protect our products and intellectual property rights to
the same extent as the laws of the United States.
WE MAY FACE INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS WHICH WOULD BE COSTLY
TO RESOLVE
Although we have never been the subject of a material intellectual
property dispute, we cannot assure you that a third party will not assert
that our technology violates its intellectual property rights. As the number
of software products in our target markets increases and the functionality of
these products further overlap, we believe that all software developers may
become increasingly subject to infringement claims. Any infringement claims,
whether with or without merit, can be time consuming and expensive to defend.
We cannot assure you that third parties will not assert infringement claims
against us in the future with respect to our current or future products or
that any infringement claim assertions will not require us to enter into
royalty arrangements that could be costly.
-5-
<PAGE>
DIFFICULTIES PRESENTED BY INTERNATIONAL ECONOMIC, POLITICAL, LEGAL,
ACCOUNTING AND BUSINESS FACTORS COULD NEGATIVELY AFFECT OUR BUSINESS IN
INTERNATIONAL MARKETS
We have operations in a number of international markets. We intend
to continue to expand our international operations and our international
sales and marketing efforts. Our international business is subject to many
risks, including:
- local economic and market conditions
- political and economic instability
- difficulties in enforcing intellectual property and contract rights
- difficulties in tailoring our products to fit local accounting
principles, rules, regulations, language, tax codes and customs
- fluctuations in currency exchange rates
- difficulties and costs of staffing and managing foreign operations
- the need for compliance with a wide variety of foreign and United
States export regulations
These risks may materially and adversely affect our business, results of
operations or financial condition.
OUR PRODUCTS, SYSTEMS AND SALES MAY BE SUBJECT TO YEAR 2000 PROBLEMS
Our current products are Year 2000 compliant. Nevertheless, our
business could be adversely affected by Year 2000 problems. For example,
midmarket businesses may lack sufficient resources to acquire new systems
such as ours because they may be diverting resources to assess and fix
internal systems that may not be Year 2000 compliant.
We have reviewed our own information technology and other technology
systems to assess and remediate any Year 2000 problems. While the amount of
remediation work required to address Year 2000 problems is not expected to be
extensive and while we have received assurances from our major suppliers that
they are addressing the Year 2000 issue, we cannot assure you that our
internal systems will function properly in the Year 2000.
OUR STOCK PRICE IS VOLATILE
The trading price of our common stock could be subject to wide
fluctuations in response to quarter-toquarter variations in our operating
results, developments or disputes concerning intellectual property rights,
technological innovations or new products, governmental regulatory action,
general conditions in the accounting and financial management software
industry, increased price competition, changes in earnings estimates by
analysts or other events or factors, many of which are beyond our control. In
addition, the stock market has experienced extreme price and volume
fluctuations, which have particularly affected the market prices of many
computer software companies and which have often been unrelated to the
operating performance of these companies.
CONCENTRATION OF OWNERSHIP MAY GIVE SOME SHAREHOLDERS SUBSTANTIAL INFLUENCE
AND MAY PREVENT OR DELAY A CHANGE IN CONTROL
As of July 26, 1999 our executive officers and directors, in the
aggregate, beneficially owned approximately 31.9 percent of our outstanding
common stock. These shareholders may be able to exercise substantial
influence over all matters requiring shareholder approval, including the
election of directors and approval of significant corporate transactions.
This concentration of ownership may also have the effect of delaying or
preventing a change in control of Great Plains.
OUR CHARTER DOCUMENTS AND MINNESOTA LAW MAY DISCOURAGE AN ACQUISITION OF
GREAT PLAINS
Provisions of our articles of incorporation, by-laws and Minnesota
law could make it more difficult for a third-party to acquire us, even if
doing so would be beneficial to our shareholders.
-6-
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
The selected consolidated financial data below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and Great Plains' consolidated financial
statements and related notes included in the various reports that are
incorporated in this prospectus by reference. The selected consolidated
statement of income data shown below for the years ended May 31, 1999, 1998,
1997, 1996 and 1995 and the consolidated balance sheet data at May 31, 1999,
1998, 1997, 1996 and 1995 are derived from, and are qualified by reference
to, audited consolidated financial statements of Great Plains. The selected
consolidated financial data as of and for the three months ended August 31,
1999 and 1998 has been derived from unaudited consolidated financial
statements of Great Plains which, in the opinion of management, include all
adjustments, consisting solely of normal recurring adjustments, necessary for
a fair presentation of the financial information shown in those statements.
The results for the three months ended August 31, 1999 do not necessarily
indicate the results that we expect for the full year or for any future
period.
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THREE MONTHS ENDED
YEAR ENDED MAY 31, AUGUST 31,
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1999 1998 1997 1996 1995 1999 1998
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(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
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CONSOLIDATED STATEMENT OF INCOME
DATA:
Revenues:
License..................... $ 79,685 $ 52,949 $ 35,919 $ 27,078 $ 25,050 $ 23,445 $ 16,114
Service..................... 55,222 32,710 21,201 15,193 12,847 16,423 11,015
----------- --------- ---------- --------- --------- --------- ---------
Total revenues............ 134,907 85,659 57,120 42,271 37,897 39,868 27,129
Cost of revenues:
License..................... 19,355 11,220 6,362 4,913 4,439 5,943 3,996
Service..................... 18,350 11,118 8,260 5,980 5,622 6,023 3,576
----------- --------- ---------- --------- --------- --------- ---------
Total cost of revenues.... 37,705 22,338 14,622 10,893 10,061 11,966 7,572
----------- --------- ---------- --------- --------- --------- ---------
Gross profit.............. 97,202 63,321 42,498 31,378 27,836 27,902 19,557
Operating expenses:
Sales and marketing......... 47,982 31,636 21,935 14,477 14,013 13,356 9,533
Research and development.... 20,427 12,586 9,678 8,876 9,308 6,379 4,517
General and administrative.. 11,080 7,587 5,592 4,763 3,886 3,642 2,518
Acquired in-process research
and development........... -- 7,136 -- -- -- -- --
----------- --------- ---------- --------- --------- --------- ---------
Total operating expenses.. 79,489 58,945 37,205 28,116 27,207 23,377 16,568
----------- --------- ---------- --------- --------- --------- ---------
Operating income............... 17,713 4,376 5,293 3,262 629 4,525 2,989
Total other income (expense), net 3,592 3,274 558 100 (260) 1,316 649
----------- --------- ---------- --------- --------- --------- ---------
Income before income taxes.. 21,305 7,650 5,851 3,362 369 5,841 3,638
Income tax provision (benefit)(1) 8,520 3,203 2,207 (4,099) 45 2,338 1,454
----------- --------- ---------- --------- --------- --------- ---------
Income before cumulative
effect of change in
accounting principle...... 12,785 4,447 3,644 7,461 324 3,503 2,184
Cumulative effect of a change
in accounting principle..... -- -- -- -- (200) -- --
----------- --------- ---------- --------- --------- --------- ---------
Net income..................... $ 12,785 $ 4,447 $ 3,644 $ 7,461 $ 124 $ 3,503 $ 2,184
=========== ========= ========== ========= ========= ========= =========
Income (loss) per common share:
Basic (2) $ 0.90 $ 0.33 $ (1.78) $ 0.58 $ 0.00 $ 0.23 $ 0.16
=========== ========= ========== ========= ========= ========= =========
Diluted $ 0.86 $ 0.32 $ 0.36 $ 0.76 $ 0.01 $ 0.22 $ 0.15
=========== ========= ========== ========= ========= ========= =========
Shares used in computing income
(loss) per common share:
Basic....................... 14,231,102 13,381,414 7,629,460 7,352,820 7,158,950 15,451,912 13,764,345
Diluted..................... 14,872,579 14,089,092 10,003,349 9,764,924 9,164,980 16,120,335 14,436,353
</TABLE>
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MAY 31, AUGUST 31,
--------------------------------------------------------- --------------------
1999 1998 1997 1996 1995 1999 1998
----------- --------- ---------- --------- --------- --------- ---------
(IN THOUSANDS)
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CONSOLIDATED BALANCE SHEET DATA:
Assets:
Cash, cash equivalents and
investments...................... $ 123,683 $ 66,918 $ 16,243 $ 8,256 $ 2,892 $ 124,038 $ 68,687
Total assets....................... 180,252 102,845 33,214 24,361 15,327 187,953 103,819
Working capital....................... 101,954 50,824 6,658 1,012 (4,992) 101,657 51,900
Liabilities and stockholders' equity
(deficit):
Deferred revenues.................. 23,884 15,133 10,448 9,018 8,027 27,664 16,154
Long-term debt and capital lease
obligations, less current portion -- -- -- 20 750 -- --
Mandatorily redeemable convertible
preferred stock.................. -- -- 28,698 11,502 8,300 -- --
Total stockholders' equity (deficit 133,193 69,671 (16,277) (4,812) (9,066) 138,904 72,844
</TABLE>
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(1) Net income for the year ended May 31, 1996, includes an income tax benefit
of $4.1 million related to the reversal of a valuation allowance. The
reversal reflects the recognition of net operating loss carry forwards and
other deferred tax assets and was a result of management's analysis of
Great Plains' current levels of earnings and future outlook, which
increased the likelihood of Great Plains realizing its deferred tax assets.
(2) For the fiscal years ending May 31, 1997, 1996 and 1995, basic net income
per share is lower than the diluted net income per share due to the fact
that net income available to common stockholders for the basic calculation
is reduced by the increase in carrying value of the mandatorily redeemable
preferred stock. This increase in carrying value has a greater impact on
the basic calculation than does the inclusion of the preferred shares in
the diluted calculation. The mandatorily redeemable preferred stock was
converted into shares of common stock in June 1997 in connection with Great
Plains' initial public offering.
THE OFFERING
This prospectus covers shares of common stock that we may issue from
time to time in connection with the acquisitions of the assets or securities of
other businesses. We may also issue some of those shares upon the exercise of
options, warrants, convertible securities or other similar securities assumed or
issued by us from time to time in connection with these acquisitions. In
addition to the shares of common stock offered by this prospectus, we may offer
other consideration, including stock options, cash, notes or other evidence of
debt, assumption of liabilities or a combination of these types of
consideration. In addition, we may lease property from, and enter into
management agreements and consulting and noncompetition agreements with, former
owners and key executive personnel of the businesses to be acquired.
The terms of acquisitions involving the issuance of common stock
covered by this prospectus are expected to be determined by direct
negotiations between our representatives and the owners or controlling
persons of the assets, businesses or securities to be acquired. Factors taken
into account in acquisitions may include, among other factors, the quality
and reputation of the business to be acquired and its management, the
strategic market position of the business to be acquired, its proprietary
assets, earning power, cash flow and growth potential, and the market value
of its common stock when pertinent. We anticipate that shares of our common
stock issued in any such acquisition will be valued, for purposes of
determining the number of shares to be issued, at approximately the then
current market value of our common stock. The value will be determined either
when the terms of the acquisition are tentatively or finally agreed to, when
the acquisition is completed, or during a period of time before we deliver
the shares. We do not expect to pay underwriting discounts or commissions,
although we may pay finders' fees from time to time in connection with
acquisitions. Any person receiving finders' fees may be deemed to be an
"underwriter" within the meaning of the Securities Act of 1933, and
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<PAGE>
any profit on the resale of shares purchased by them may be considered to be
underwriting commissions or discounts under the Securities Act.
RESTRICTIONS ON RESALE
The common stock covered by this prospectus has been registered
under the Securities Act of 1933, but this registration does not cover any
resale or other distribution of the shares by the person who receives common
stock issued by us in our acquisitions.
Affiliates of entities acquired by us may not resell common stock
covered by this prospectus except pursuant to an effective registration
statement under the Securities Act covering such shares, or in compliance
with Rule 145 promulgated under the Securities Act or another applicable
exemption from the registration requirements of the Securities Act.
Generally, Rule 145 permits those affiliates to sell those shares immediately
following the acquisition in compliance with specific volume limitations and
manner of sale requirements. Under Rule 145, sales by those affiliates during
any three-month period cannot exceed the greater of:
- 1% of the shares of our common stock outstanding (approximately
150,000 shares as of the date of this prospectus); and
- the average weekly reported volume of trading of shares of our
common stock on the Nasdaq National Market during the four
calendar weeks preceding the proposed sale.
These restrictions will cease to apply under most other circumstances if the
affiliate has held the shares for at least two years, provided that the
person is not then an affiliate of Great Plains. Individuals who are not
affiliates of the entity being acquired (and who do not become affiliates of
Great Plains) will not be subject to resale restrictions under Rule 145 and,
unless contractually restricted, may resell shares immediately following the
acquisition without an effective registration statement under the Securities
Act. The ability of affiliates to resell shares of common stock under Rule
145 will be subject to our having satisfied our reporting requirements under
the Securities Exchange Act of 1934, as amended, for specific periods prior
to the time of sale.
INFORMATION CONCERNING GREAT PLAINS' MANAGEMENT
Information concerning executive compensation, the principal holders
of voting securities, certain relationships and related transactions and
other related matters concerning Great Plains, is included or incorporated by
reference in our annual report on Form 10-K for the year ended May 31, 1999,
which annual report is incorporated by reference into this prospectus. To
obtain a copy of this annual report on Form 10-K or any document incorporated
by reference into the Form 10-K, contact us at the address or phone number
indicated on page 2 of this prospectus.
EXPERTS
The financial statements incorporated in this prospectus by
reference to the Annual Report on Form 10-K for the year ended May 31, 1999,
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts
in auditing and accounting.
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<PAGE>
LEGAL MATTERS
The validity of the shares offered by this prospectus will be passed
upon for us by Dorsey & Whitney LLP, Minneapolis, Minnesota.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy these documents at the
SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C.
20549, or at the SEC's public reference rooms in New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. The SEC also maintains an Internet
site that contains reports, proxy and information statements, and other
information regarding issuers like us that file electronically with the SEC.
The address of the SEC's web site is http://www.sec.gov
We have filed with the SEC a registration statement on Form S-4 to
register the common stock offered by this prospectus. This prospectus is part
of the registration statement. As allowed by SEC rules, this prospectus does
not contain all of the information that is in the registration statement and
the exhibits and schedules to the registration statement. For further
information regarding Great Plains, investors should refer to the
registration statement and its exhibits and schedules. A copy of the
registration statement may be inspected, without charge, at the offices of
the SEC at 450 Fifth Street, NW, Washington, DC 20549, and copies of all or
any part of the registration statement may be obtained from the SEC's public
reference room at 450 Fifth Street, NW, Washington, DC 20549, upon the
payment of any fees required by the SEC. The registration statement is also
available on the SEC's web site at http://www.sec.gov
The SEC allows us to "incorporate by reference" the information we
file with it, which means that we can disclose important information to you
by referring you to those documents. The information that we incorporate by
reference is considered to be part of this prospectus, and later information
that we file with the SEC will automatically update and supersede this
information. We incorporate by reference the documents listed below and any
future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended, until termination of the
offering:
- our annual report on Form 10-K for the fiscal year ended May 31,
1999;
- our quarterly report on Form 10-Q for the quarter ended August 31,
1999; and
- the description of our common stock contained in the registration
statement on Form 8-A filed June 13, 1997, including any
amendments or reports filed for the purpose of updating that
description.
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement to this prospectus. We have not
authorized anyone else to provide you with different information. You should
not assume that the information in this prospectus or any supplement to this
prospectus is accurate as of any date other than the date on the cover page
of this prospectus or any supplement.
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<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 302A.521 of the Minnesota Statutes provides that a
corporation shall indemnify any person made or threatened to be made a party
to a proceeding by reason of the former or present official capacity of that
person against judgments, penalties, fines (including, without limitation,
excise taxes assessed against that person with respect to any employee
benefit plan), settlements and reasonable expenses, including attorneys' fees
and disbursements, incurred by that person in connection with the proceeding,
if, with respect to the acts or omissions of that person complained of in the
proceeding, that person (1) has not been indemnified therefor 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
Section 302A.255 (with respect to director conflicts of interest), if
applicable, has been satisfied; (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 in that person's official capacity for the corporation,
reasonably believed that the conduct was in the best interests of the
corporation, or in the case of acts or omissions in that person's official
capacity for other affiliated organizations, reasonably believed that the
conduct was not opposed to the best interests of the corporation. Section
302A.521 also requires payment by a corporation, 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 our officers and directors
to the extent permitted by Section 302A.521 are contained in our bylaws.
We maintain a standard policy of officers' and directors' insurance.
ITEM 21. LIST OF EXHIBITS
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1 to
this Registration Statement)
24.1 Power of Attorney
ITEM 22. 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
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 to such information in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with
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<PAGE>
the Commission pursuant to Rule 424(b) under the Securities Act 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; and
(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 (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and
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.
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 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
The undersigned registrant hereby undertakes as follows: That prior
to any public reoffering of the securities registered hereunder through use
of a prospectus which is a part of this registration statement, by any person
or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form with respect
to reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form; and
The registrant undertakes that every prospectus (i) that is filed
pursuant to the immediately preceding paragraph, or (ii) that purports to
meet the requirements of section 10(a)(3) of the Securities Act of 1933 and
is used in connection with an offering of securities subject to Rule 415,
will be filed as a part of an amendment to the registration statement and
will not be used until such amendment is effective, and that, for purposes 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.
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 Act 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 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.
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<PAGE>
The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the prospectus
pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day
of receipt of such request, and to send the incorporated documents by first
class mail or other equally prompt means. This includes information contained
in documents filed subsequent to the effective date of the registration
statement through the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective, except where
the transaction in which the securities are being offered pursuant to the
registration statement would itself qualify for an exemption under Section 5
of the Securities Act of 1933, absent the existence of other similar (prior
or subsequent) transactions.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant 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 December 10, 1999.
GREAT PLAINS SOFTWARE, INC.
By: /s/ Douglas J. Burgum
-------------------------
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 has been signed by the following persons in the
capacities indicated on December 10, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Douglas J. Burgum Chairman of the Board, President
- --------------------------- and Chief Executive Officer
Douglas J. Burgum (principal executive officer)
/s/ Tami L. Reller Chief Financial Officer
- --------------------------- (principal financial officer)
Tami L. Reller
/s/ David K. Edson Controller
- --------------------------- (principal accounting officer)
David K. Edson
BRADLEY J. BURGUM* Director
FREDERICK W. BURGUM* Director
WILLIAM V. CAMPBELL* Director
J. A. HEIDI ROIZEN* Director
JOSEPH S. TIBBETS, JR.* Director
*By: /s/ Douglas J. Burgum
------------------------------
Douglas J. Burgum
ATTORNEY-IN-FACT
</TABLE>
II-4
<PAGE>
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-4
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-4 (the "Registration Statement") relating to the issuance
by the Company of up to 2,000,000 shares (the "Shares") of common stock of
the Company, par value $.01 per share (the "Common Stock").
We have examined such documents, including resolutions of
the Board of Directors adopted on December 10, 1999 (the "Resolutions"), 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 Common Stock will be issued and sold as described in
the Registration Statement.
Based on the foregoing, we are of the opinion that when a
particular issuance of Shares has been authorized by the board of directors
of the Company or has been authorized by officers of the Company pursuant to
authority granted by the board, such Shares will have been duly authorized by
all requisite corporate action and, upon issuance and delivery thereof
pursuant to the terms of the related business combination transaction, will
be validly issued, fully paid and nonassessable.
In rendering the opinions set forth above, we have assumed
that, at the time of issuance of any Shares, the Resolutions referred to
above will not have been modified or rescinded, there will not have occurred
any change in the law affecting the authorization, delivery, validity or
enforceability of the Shares, and the Registration Statement will have been
declared effective by the Securities and Exchange Commission and will
continue to be effective.
Our opinions expressed above are limited to the laws of the
State of Minnesota.
<PAGE>
Great Plains Software, Inc.
Page 2
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement, and to the reference to our firm under the
heading "Legal Matters" in the Prospectus constituting part of the Registration
Statement.
Dated: December 15, 1999
Very truly yours,
/s/ Dorsey & Whitney LLP
TSH
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-4 of our report dated June 25, 1999 relating
to the financial statements and financial statement schedule appearing in
Great Plain Software, Inc.'s Annual Report on Form 10-K for the year ended
May 31, 1999. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
December 15, 1999
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Douglas J. Burgum,
Tami L. Reller and Douglas R. Herman, and each of them, his or her true and
lawful attorneys-in-fact and agents, each acting alone, with full power 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-4 of Great Plains Software, Inc. and any additional Registration
Statement pursuant to Rule 462(b) under the Securities Act of 1933, as
amended, and any and all amendments (including post-effective amendments) to
the Registration Statement (or Registration Statements, if an additional
Registration Statement is filed pursuant to Rule 462(b)), 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, each acting alone, 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, each acting alone, or the substitutes for such
attorneys-in-fact and agents, may lawfully do or cause to be done by virtue
hereof.
Name Date
---- ----
/s/ Douglas J. Burgum December 10, 1999
---------------------------- --------------------
Douglas J. Burgum
/s/ Tami L. Reller December 10, 1999
----------------------------- --------------------
Tami L. Reller
/s/ David K. Edson December 10, 1999
---------------------------- --------------------
David K. Edson
/s/ Bradley J. Burgum December 10, 1999
---------------------------- --------------------
Bradley J. Burgum
/s/ Frederick W. Burgum December 10, 1999
---------------------------- --------------------
Frederick W. Burgum
/s/ William V. Campbell December 10, 1999
---------------------------- --------------------
William V. Campbell
/s/ J. A. Heidi Roizen December 10, 1999
---------------------------- --------------------
J. A. Heidi Roizen
/s/ Joseph S. Tibbetts, Jr. December 10, 1999
---------------------------- --------------------
Joseph S. Tibbetts, Jr.
