<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(AMENDMENT NO. 1)
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 1998
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ____________
Commission File Number
0-22703
GREAT PLAINS SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 45-0374871
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1701 S.W. 38TH STREET, FARGO, NORTH DAKOTA 58103
(Address of principal executive offices) (Zip Code)
(701) 281-0550
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
As of December 16, 1998, the number of shares outstanding of the
registrant's Common Stock, par value $.01 per share, was 13,843,309.
<PAGE>
This amendment is being filed solely for the purpose of filing certain
exhibits omitted from the original report.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1* Amended Bylaws of the Company
10.1 Lease Agreement, dated October 23, 1997, between the Company
and IRET Properties (incorporated by reference to Exhibit
10.18 to the Company's Registration Statement on Form S-1
filed March 18, 1998 (SEC File No. 333-48219)).
10.2 Amendment dated December 21, 1998 to Lease Agreement dated
October 1, 1983 between the Company and West Acres Office
Park
27.1* Financial Data Schedule
99.1* Cautionary Statements
------------------
*Previously filed.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended November 30,
1998.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: February 4, 1999
GREAT PLAINS SOFTWARE, INC.
By /s/ Terri F. Zimmerman
--------------------------------------------------
Terri F. Zimmerman
Chief Financial Officer and Executive Vice President
(principal financial and accounting officer)
-3-
<PAGE>
EXHIBIT INDEX
3.1* Amended Bylaws of the Company
10.1 Lease Agreement, dated October 23, 1997, between the Company
and IRET Properties (incorporated by reference to Exhibit
10.18 to the Company's Registration Statement on Form S-1
filed March 18, 1998 (SEC File No. 333-48219)).
10.2 Amendment dated December 21, 1998 to Lease Agreement dated
October 1, 1983 between the Company and West Acres Office
Park
27.1* Financial Data Schedule
99.1* Cautionary Statements
------------------
*Previously filed.
-4-
<PAGE>
AMENDMENT TO LEASE DATED OCTOBER 1, 1983
This Amendment is to be attached, and will constitute an extension of
the Lease dated October 1, 1983, by and between West Acres Office Park
(hereafter referred to as "WAOP") as Landlord, and Great Plains Software
O.C., Inc. (hereafter referred to as GPS) as Tenant, covering the continuing
leasing of office space in the WAOP building.
<TABLE>
<CAPTION>
TOTAL SQUARE COST PER MONTHLY
AREA DESCRIPTION FEET SQUARE FOOT RENTAL
- ---------------- ---- ----------- ------
<S> <C> <C> <C>
BASEMENT:
1. NW Corner 741 $8.53 527
2. Northwest (foss small repro) 520 $8.53 370
3. West Conf. Room 300 $8.53 213
4. Northeast 1,275 $8.53 906
5. Southwest Corner 1,276 $8.53 907
6. South Middle 280 $8.53 199
MAIN:
7. North 5,355 $13.97 6,234
8. Southwest Corner 3,912 $13.97 4,554
TOP:
9. North 5,354 $13.97 6,233
10. South 7,825 $13.97 9,110
----- ------ -----
TOTALS 26,838 Total Sq. Feet $29,253
------ -------
PARKING:
1. Garage (four paid at $45, five free) $180
2. Outside plug-ins (six paid at $7.50, three free) 45
TOTAL MONTHLY RENTAL $29,478
</TABLE>
ADDITIONALLY, WAOP AND GPS HAVE AGREED TO THE FOLLOWING:
A. This Amendment shall be effective July 1, 1998 and continue
through June 30, 2003.
B. The rent listed above shall be effective July 1, 1998 and remain
fixed through June 30, 2002. Thereafter, the rent shall be
adjusted as of July 1, 2002 by the change in the Midwest Consumer
Price Index from March 31, 2001 vs. March 31, 2002, not to exceed
3%.
C. WAOP shall perform the following maintenance as soon as is
practicable, and no later than March 1, 1999:
i. Replace the bathroom flooring
<PAGE>
D. WAOP will install an external shut-off valve as soon as is
practicable, and no later than May 1, 1999.
E. WAOP will continue to work on exterior building water leaks, with
a problem correction by October 1, 1998, if possible, and no
later than June 1, 1999.
F. WAOP shall seek improvements in daytime maintenance as outlined
in the GPS letter of July 20, 1998, attached hereto.
G. Between January 1 and May 31, 2002, GPS may give notice of early
termination by providing WAOP a six month notice of termination
AND a lump sum prepayment of four months rent beyond occupancy.
After June 1, 2002, GPS may give notice of early termination by
providing WAOP a four month notice of termination AND a lump sum
payment of three months rent beyond occupancy.
H. At any time during the term of this lease extension, GPS shall
have the right to sublease any and all space to a related entity
or to a Partner/Developer, doing business with GPS. GPS shall
also have the right to sublease any or all space to any business
entity, with the consent of WAOP, and such consent shall not be
unreasonably withheld.
Dated this 21 day of December , 1998.
------- -----------
WEST ACRES OFFICE PARK GREAT PLAINS SOFTWARE O.C., INC.
By: /s/ Dennis L. Fuhrman By: /s/ Jodi Uecker-Rust
------------------------ ---------------------------
(as Landlord) (as Tenant)
DENNIS L. FUHRMAN, JODI UECKER-RUST,
GENERAL PARTNER EXECUTIVE VICE PRESIDENT
WITNESS: WITNESS:
/s/ Donna Hertges /s/ Doug R. Herman
- ----------------------------- -------------------------------------
Donna Hertges Doug R. Herman
