<PAGE>
As filed with the Securities and Exchange Commission on December 9, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
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 of (I.R.S Employer
incorporation or organization) Identification Number)
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 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 only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
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, other than securities offered only in connection with
dividend or interest reinvestment plans, 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. / /
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 earlier 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. / /
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Title of each class of Amount Proposed Proposed
securities to be registered to be maximum offering maximum aggregate Amount of
registered(1) price per share(2) offering price(2) registration fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 88,501 Shares $53.34 $4,720,643.34 $1,247
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This amount represents shares to be offered by the selling shareholders
from time to time after the effective date of this Registration Statement
at prevailing market prices at time of sale.
(2) 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 2, 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.
<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 9, 1999
PROSPECTUS
--------------------------------
88,501 SHARES
GREAT PLAINS SOFTWARE, INC.
COMMON STOCK
--------------------------------
88,501 shares of the common stock, $.01 par value, of Great Plains
Software, Inc. are being offered by this prospectus. The shares will be sold
from time to time by the selling shareholders named in this prospectus. We will
not receive any of the proceeds from the sale of the shares.
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 BUYING 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>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission (the "SEC"). The prospectus relates to
88,501 shares of our common stock which the selling shareholders named in this
prospectus may sell from time to time. We will not receive any of the proceeds
from these sales. We have agreed to pay the expenses incurred in registering
these shares, including legal and accounting fees.
These shares have not been registered under the securities laws of
any state or other jurisdiction as of the date of this prospectus. The
selling shareholders should not make an offer of these shares in any state
where the offer is not permitted. Brokers or dealers should confirm the
existence of an exemption from registration or effect a registration in
connection with any offer and sale of these shares.
You should read this prospectus together with the additional
information described under the heading "Where You Can Find More Information."
--------------------
TABLE OF CONTENTS
Page
----
About this Prospectus............................ 2
Forward-Looking Statements....................... 2
Risk Factors..................................... 3
About Great Plains Software, Inc. ............... 7
Selling Shareholders............................. 8
Plan of Distribution............................. 9
Experts.......................................... 9
Legal Matters.................................... 10
Where You Can Find More Information.............. 10
--------------------
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.
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<PAGE>
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 BUYING 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.
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
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<PAGE>
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.
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
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<PAGE>
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.
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:
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<PAGE>
- 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-to-quarter 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.
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<PAGE>
ABOUT GREAT PLAINS SOFTWARE, INC.
Great Plains provides fully integrated front office/back office
business management software solutions for the midmarket. 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 front office/back office business management products, eEnterprise
(formerly called Dynamics C/S+) and Dynamics, are designed to meet the broad
spectrum of business application needs of the "midmarket," which generally
consists of businesses with $1 million to $250 million in annual revenues.
eEnterprise is our e-business and enterprise-wide solution which includes
financial, distribution, enterprise reporting, project accounting, electronic
business, human resources and payroll, manufacturing, service management, sales
and marketing, and customer service and support solutions. Dynamics is our
business management solution for smaller businesses in the midmarket and
consists of financial, distribution, project accounting, electronic business,
human resources and payroll, sales and marketing, and customer service and
support applications. We also offer a DOS-based product, Great Plains
Accounting.
To meet the needs of the midmarket, we design, develop, market, sell
and support business management solutions that are cost-effective, scalable,
easy to implement, customize and use. Our solutions are optimized for Microsoft
technologies, most notably Windows NT and SQL Server, the standard in the
midmarket. Our solutions are also fully integrated across key application areas
including front office. Moreover, by utilizing Internet and electronic commerce
technologies, our e-business and enterprise-wide solutions allow midmarket
businesses to effectively conduct business over the Internet.
We have made a significant investment in building an experienced,
knowledgeable and highly motivated distribution network, which consists of value
added resellers, systems integrators, independent software vendors, global,
national, regional and local accounting firms and specialized software
consultants (together, our "partners"). Through our partner network, customers
are served by trained and knowledgeable software professionals who are available
locally to implement our systems as well as provide ongoing service. Partners
customize our systems to fit individual business needs, and more than 300
independent software vendors provide vertical and horizontal extensions to our
eEnterprise and Dynamics solutions.
We believe that prompt and effective service and support are essential
elements of a complete business management software solution and we dedicate
significant resources to delivering timely, reliable and innovative service to
our customers and partners. We have received numerous industry awards for our
customer and partner service including our innovative online services,
CustomerSource and PartnerSource. We earned a 1998 "Best Practices Award,"
sponsored by Arthur Andersen, in the category of "Exceeding Customer
Expectations."
We have been recognized by numerous industry organizations and
publications including being named as one of Business Week's "100 Hot Growth
companies" on June 1, 1998; Forbes "200 Best Small Companies" on November 2,
1998; Forbes ASAP's "Dynamic 100" companies on April 5, 1999 and Start's
"Hottest Companies of 1999" in July 1999. We earned two 1998 "Best Practices
Awards," sponsored by Arthur Andersen, in the categories of "Exceeding Customer
Expectations," as noted above, and "Motivating and Retaining Employees." In the
January 11, 1999 issue of FORTUNE magazine, we were named as one of the "100
Best Companies to Work for in America" for the third time. We also received the
Presidential "E" award from the President of the United States in July 1999 for
outstanding contributions to export commerce.
Great Plains was founded in 1981 and was incorporated as a Minnesota
corporation in 1983. 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.
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<PAGE>
SELLING SHAREHOLDERS
We have agreed to register 88,501 shares of our common stock owned by
the selling shareholders. These shares were acquired by the selling shareholders
in connection with the merger of Match Data Systems, Inc. with and into Great
Plains. Prior to the merger, the selling shareholders held shares of common and
preferred stock of Match Data Systems, Inc., which upon completion of the merger
were converted into the right to receive the shares of our common stock offered
by this prospectus. The shares of our common stock held by the selling
shareholders are being registered to permit public secondary trading of these
shares, and the selling shareholders may offer these shares for resale from time
to time. See "Plan of Distribution."
The following table lists the selling shareholders and presents certain
information regarding their beneficial ownership of our common stock as well as
the number of shares of our common stock they may sell pursuant to this
prospectus.
<TABLE>
<CAPTION>
Number of Number of
Shares of Maximum Number Shares of
Common Stock of Shares to be Common Stock
Beneficially Sold Pursuant Beneficially
Owned Prior to to this Owned After the
Name the Offering Prospectus Offering(1)
- ------------------------------------------ ---------------- ---------------- -----------------
<S> <C> <C> <C>
Anderson/Schermer Company 737 737 -0-
Lincoln A. Brooks, Trustee (Brooks & Raub) 885 885 -0-
John F. Burns & Carol Burns 737 737 -0-
Lynn Aley Cornish 1,489 1,489 -0-
Donna DeCaro 590 590 -0-
Bruce M. Gascoigne 295 295 -0-
Lynn L. Gascoigne 590 590 -0-
Robert B. Gascoigne 870 870 -0-
Jonathan Gurango 36,877 36,877 -0-
Susan M. Huch 737 737 -0-
Daniel C. Jacobson 590 590 -0-
John M. Kaiser 590 590 -0-
Match, Inc. 7 7 -0-
David Mitchell 37,755 37,755 -0-
Bill Munro 295 295 -0-
Elspeth Munro 295 295 -0-
Sandra P. Olsen & Donald K. Olsen 1,180 1,180 -0-
Rawson Living Trust 737 737 -0-
Roger S. Rickard & Diane E. Talbert Trust 1,180 1,180 -0-
James L. Taylor & Susan L. Taylor 590 590 -0-
Stewart L. Thomas & Beverly J. Thomas 885 885 -0-
Francis M. Tompkins 590 590 -0-
---------------- ---------------- -----------------
Total 88,501 88,501 -0-
</TABLE>
(1) Assumes the sale of all of the shares offered by this prospectus.
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<PAGE>
PLAN OF DISTRIBUTION
We are registering these shares on behalf of the selling shareholders.
As used in this prospectus, the term "selling shareholders" includes donees and
pledgees selling shares received from a named selling shareholder after the date
of this prospectus. The selling shareholders will offer and sell the shares to
which this prospectus relates for their own accounts. We will not receive any
proceeds from the sale of the shares. We will bear all fees and expenses in
connection with the registration of the shares. Fees and expenses of any
attorneys or other advisors retained by the selling shareholders in connection
with the registration shall be borne by the selling shareholders.
The selling shareholders may offer and sell the shares from time to
time in one or more types of transactions (which may include block transactions)
on the Nasdaq National Market, in transactions directly with market makers or in
privately negotiated transactions, through put or call option transactions,
through short sales, or a combination of these methods of sale, at prices
relating to prevailing market prices or at negotiated prices. Sales may be made
to or through brokers or dealers who may receive compensation in the form of
discounts, concessions or commissions from the selling shareholders or the
purchasers of the shares. As of the date of this prospectus, we are not aware of
any agreement, arrangement or understanding between any broker or dealer and the
selling shareholders regarding the sale of their shares, nor are we aware of any
underwriter or coordinating broker acting in connection with the proposed sale
of shares by the selling shareholders. There is no assurance that the selling
shareholders will sell any or all of the shares that they offer.
The selling shareholders and any brokers or dealers who participate in
the sale of the shares may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"), and any
commissions received by them and any profits realized by them on the resale of
shares may be deemed to be underwriting discounts or commissions under the
Securities Act. Because the selling shareholders may be deemed to be
"underwriters" within the meaning of the Securities Act, the selling
shareholders will be subject to the prospectus delivery requirements of the
Securities Act. We have informed the selling shareholders that their sales in
the market must comply with the requirements of the rules and regulations of the
Exchange Act.
The selling shareholders may also resell all or a portion of these
shares in open market transactions in reliance upon Rule 144 under the
Securities Act, provided they meet the criteria and conform to the requirements
of that Rule.
Upon notification to us by a selling shareholder that any material
arrangement has been entered into with a broker or dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act, disclosing (i) the name of each such selling shareholder and of
the participating brokers or dealers, (ii) the number of shares involved, (iii)
the price at which such shares were sold, (iv) the commissions paid or discounts
or concessions allowed to such brokers or dealers, where applicable, (v) that
such brokers or dealers did not conduct any investigation to verify the
information set out or incorporated by reference in this prospectus and (vi)
other facts material to the transaction. In addition, upon notification to us by
a selling shareholder that a donee or pledgee intends to sell more than 500
shares, a supplement to this prospectus will be filed if required.
EXPERTS
The consolidated balance sheets at May 31, 1998 and 1999 and the
related consolidated statements of income, of shareholders' equity, and of
cash flows of Great Plains for the three year period ended May 31, 1999
have been audited by PricewaterhouseCoopers LLP, independent accountants, as
stated in their report. These balance sheets and related statements and the
report of PricewaterhouseCoopers LLP are incorporated in this prospectus by
reference, in reliance upon PricewaterhouseCoopers LLP's report given on
their authority as experts in accounting and auditing.
-9-
<PAGE>
LEGAL MATTERS
The validity of the shares offered by this prospectus has been 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, NW, Washington, DC 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-3 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 the selling
shareholders sell all of the shares or the earlier termination of this
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 may request a free copy of any of the above filings by writing or
calling: Douglas R. Herman, Great Plains Software, Inc., 1701 S.W. 38th Street,
Fargo, North Dakota 58103, (701) 281-0550.
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.
-10-
<PAGE>
PART II.
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
SEC Registration Fee.......................... $ 1,247
Accounting Fees and Expenses.................. 2,000
Legal Fees and Expenses....................... 5,000
Miscellaneous ................................ 1,753
------
Total................................. $ 10,000
======
All fees and expenses other than the SEC registration fee are
estimated. The expenses listed above will be paid by Great Plains.
ITEM 15. 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 16. 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
II-1
<PAGE>
ITEM 17. 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 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.
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.
II-2
<PAGE>
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-3 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 December 8, 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 8, 1999.
SIGNATURE TITLE
--------- -----
/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. TIBBETTS, JR.* Director
*By: /s/ Douglas J. Burgum
----------------------------------------
Douglas J. Burgum
ATTORNEY-IN-FACT
II-3
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------ -----------
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
<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-3
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-3 (the "Registration Statement") relating to the sale by
certain shareholders of the Company (the "Selling Shareholders") of up to 88,501
shares of common stock of the Company, par value $.01 per share (the "Common
Stock").
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 Common Stock will be issued and sold as
described in the Registration Statement.
Based on the foregoing, we are of the opinion that the shares
of Common Stock to be sold by the Selling Shareholders pursuant to the
Registration Statement 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.
<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 8, 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-3 of our report dated June 25, 1999 relating to
the financial statements and financial statement schedules, which appears 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 9, 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 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-3 of Great Plains Software, Inc. to be filed under the Securities Act
of 1933 for the registration of the sale of shares of Common Stock of Great
Plains Software, Inc. by the selling shareholders named therein, and any and
all amendments (including post-effective amendments) to the Registration
Statement, 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 August 19, 1999
---------------------------- ------------------
Douglas J. Burgum
/s/ Tami L. Reller August 17, 1999
----------------------------- ------------------
Tami L. Reller
/s/ David K. Edson August 17, 1999
---------------------------- ------------------
David K. Edson
/s/ Bradley J. Burgum August 17, 1999
---------------------------- ------------------
Bradley J. Burgum
/s/ Frederick W. Burgum August 18, 1999
---------------------------- ------------------
Frederick W. Burgum
/s/ William V. Campbell August 17, 1999
---------------------------- ------------------
William V. Campbell
/s/ J. A. Heidi Roizen August 17, 1999
---------------------------- ------------------
J. A. Heidi Roizen
/s/ Joseph S. Tibbetts, Jr. August 17, 1999
---------------------------- ------------------
Joseph S. Tibbetts, Jr.
