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As filed with the Securities and Exchange Commission on June 1, 1999
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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GREAT PLAINS SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 45-0374871
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
1701 S.W. 38TH STREET
FARGO, NORTH DAKOTA 58103
(Address of Principal Executive Offices) (Zip Code)
MATCH DATA SYSTEMS, INC. 1992 INCENTIVE STOCK OPTION PLAN
(Full title of the plan)
DOUGLAS J. BURGUM
GREAT PLAINS SOFTWARE, INC.
1701 S.W. 38TH STREET
FARGO, NORTH DAKOTA 58103
(Name and address of agent for service)
(701) 281-0550
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- ----------------------------- ------------ ------------------ ----------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value, 48,677 $6.78 $330,031 $92
to be issued pursuant to
agreements with Messrs.
Moore, Fox and Massey
Common Stock, $.01 par value, 5,900 $16.95 $100,005 $28
to be issued pursuant to
agreement with Mr. Mitchell
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Total 54,577 -- $430,035 $120
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</TABLE>
(1) Determined in accordance with Rule 457(h)(1).
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PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by Great Plains
Software, Inc. (the "Company") with the Securities and Exchange Commission,
are hereby incorporated by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the year ended
May 31, 1998.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters
ended August 31, 1998, November 30, 1998 (as amended by
Form 10-Q/A filed February 5, 1999), and February 28, 1999.
(c) The Company's Current Report on Form 8-K filed May 5, 1998 (as
amended by Form 8-K/A filed July 2, 1998).
(d) The description of the Company's capital stock contained in the
registration statement on Form 8-A filed by the Company on June
13, 1997, under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), including any amendments or reports filed
for the purpose of updating that description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold shall be deemed to be incorporated by reference herein and to be a
part hereof from the respective dates of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Articles of Incorporation provide for
indemnification of directors of the Company to the fullest extent permitted
by Minnesota law. Section 302A.521, subd. 2, of the Minnesota Statutes
requires the Company to indemnify a person made or threatened to be made a
party to a proceeding by reason of the former or present official capacity of
the person with respect to the Company, against judgments, penalties, fines
(including, without limitation, excise taxes assessed against the person with
respect to an employee benefit plan), settlements, and reasonable expenses,
including attorneys' fees and disbursements, incurred by the person in
connection with the proceeding, if, with respect to the acts or omissions of
the person complained of in the proceeding, the person (1) has not been
indemnified by another organization or employee benefit plan for the same
judgments, penalties or fines; (2) acted in good faith; (3) received no
improper personal benefit, and statutory procedure has been followed in the
case of any conflict of interest by a director; (4) in the case of a criminal
proceeding, had no reasonable cause to believe the conduct was unlawful; and
(5) in the case of acts or omissions occurring in the person's performance in
the official capacity of director or, for a person not a director, in the
official capacity of officer, board committee member or employee, reasonably
believed that the conduct was in the best interests of the Company, or, in
the case of performance by a director, officer or employee of the Company
involving service as a director, officer, partner, trustee, employee or agent
of another organization or employee
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benefit plan, reasonably believed that the conduct was not opposed to the
best interests of the Company. In addition, Section 302A.521, subd. 3,
requires payment by the Company, upon written request, of reasonable expenses
in advance of final disposition of the proceeding in certain instances. A
decision as to required indemnification is made by a disinterested majority
of the Board of Directors present at a meeting at which a disinterested
quorum is present, or by a designated committee of the Board, by special
legal counsel, by the shareholders, or by a court.
Provisions regarding indemnification of officers and directors of
the Company to the extent permitted by Section 302A.521 as now enacted or
hereafter amended are contained in the Company's Amended Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No securities are to be reoffered or resold pursuant to this
Registration Statement.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
5.1 Opinion and Consent of Dorsey & Whitney LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities would not
exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
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PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section 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 with or furnished to the Securities and
Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fargo, State of North Dakota, on
May 14, 1999.
GREAT PLAINS SOFTWARE, INC.
/s/ Douglas J. Burgum
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By: Douglas J. Burgum
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Douglas J. Burgum President, Chief Executive May 14, 1999
- ----------------------- Officer and Chairman of the Board
Douglas J. Burgum (principal executive officer)
/s/ Terri F. Zimmerman Chief Financial Officer and Group Vice May 14, 1999
- ----------------------- President, Finance and Operations
Terri F. Zimmerman (principal financial and accounting officer)
/s/ Bradley J. Burgum Director May 17, 1999
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Bradley J. Burgum
/s/ Frederick W. Burgum Director May 14, 1999
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Frederick W. Burgum
/s/ William V. Campbell Director May 14, 1999
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William V. Campbell
Director May ___, 1999
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Raymond F. Good
/s/ J.A. Heidi Roizen Director May 14, 1999
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J.A. Heidi Roizen
/s/ Joseph S. Tibbetts, Jr. Director May 14, 1999
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Joseph S. Tibbetts, Jr.
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description
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5.1 Opinion and Consent of Dorsey & Whitney LLP.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1).
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EXHIBIT 5.1
[Dorsey & Whitney LLP Letterhead]
Great Plains Software, Inc.
1701 S.W. 38th Street
Fargo, North Dakota 58103
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Great Plains Software, Inc., a Minnesota
corporation (the "Company"), in connection with a registration statement on Form
S-8 relating to the sale by the Company from time to time of up to 54,577 shares
(the "Shares") of common stock, par value $.01 per share, of the Company. The
Shares will be issuable under the Company's Match Data Systems, Inc. 1992
Incentive Stock Option Plan (the "Plan").
We have examined such documents and have reviewed such questions of
law as we have considered necessary and appropriate for the purposes of our
opinions set forth below.
In rendering our opinions set forth below, we have assumed the
authenticity of all documents submitted to us as originals, the genuineness of
all signatures and the conformity to authentic originals of all documents
submitted to us as copies. We have also assumed the legal capacity for all
purposes relevant hereto of all natural persons and, with respect to all parties
to agreements or instruments relevant hereto other than the Company, that such
parties had the requisite power and authority (corporate or otherwise) to
execute, deliver and perform such agreements or instruments, that such
agreements or instruments have been duly authorized by all requisite action
(corporate or otherwise), executed and delivered by such parties and that such
agreements or instruments are the valid, binding and enforceable obligations of
such parties. As to questions of fact material to our opinions, we have relied
upon certificates of officers of the Company and of public officials.
Based on the foregoing, we are of the opinion that the Shares have
been duly authorized and, upon issuance, delivery and payment therefor in
accordance with the terms of the Plan, and any relevant agreements thereunder,
will be validly issued, fully paid and nonassessable.
Our opinions expressed above are limited to the laws of the State of
Minnesota.
We hereby consent to the filing of this opinion as an exhibit to the
registration statement on Form S-8 of the Company relating to the Plan.
Dated: May 24, 1999
Very truly yours,
/s/ Dorsey & Whitney LLP
TSH
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EXHIBIT 23.1
CONSENT OF PRICEWATERHOUSECOOPERS LLP
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated June 19, 1998, appearing on page 23 of
Great Plains Software's Annual Report on Form 10-K for the year ended May 31,
1998.
/s/ PricewaterhouseCoopers LLP
Minneapolis, Minnesota
May 21, 1999
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Great Plains Software, Inc.'s
(Great Plains) Registration Statement on Form S-8 of our report dated April 15,
1998 (April 20, 1998 as to Note 7) (which expresses an unqualified opinion and
includes explanatory paragraphs (1) relating to the preparation of the financial
statements of ICONtrol, Inc. (ICONtrol) from the separate records maintained by
ICONtrol that may not necessarily be indicative of the conditions that would
have existed or the results of operations if ICONtrol had been operated as an
unaffiliated company and that portions of certain income and expenses represent
allocations made from Holien, Inc. and (2) ICONtrol's sale of substantially all
of its assets to Great Plains for total consideration of approximately $7.5
million on April 20, 1998) on the ICONtrol financial statements as of January
30, 1998 and January 31, 1997 and for each of the three years in the period
ended January 30, 1998 appearing in the Current Report on Form 8-K/A of Great
Plains dated April 20, 1998, which is incorporated by reference in this
Registration Statement on Form S-8 of Great Plains.
/s/ Deloitte & Touche LLP
May 20, 1999
