<PAGE>
As filed with the Securities and Exchange Commission on March 22, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------------
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)
FRx SOFTWARE CORPORATION 1996 STOCK OPTION PLAN
FRx SOFTWARE CORPORATION 1999 STOCK OPTION/STOCK ISSUANCE 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
<TABLE>
<CAPTION>
=========================================================================================================================
Proposed maximum Proposed
Title of securities Amount to be offering price per maximum aggregate Amount of
to be registered registered share (1) offering price (1) registration fee
- ------------------------------- ---------------- ------------------- --------------------- -----------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 59,654 $10.99 $655,597.46 $173.07
FRx Software Corporation 1996
Stock Option Plan
Common Stock, $.01 par value 102,713 $28.88 $2,966,351.44 $783.12
FRx Software Corporation 1999
Stock Option/Stock Issuance
Plan
- ------------------------------- ---------------- ------------------- --------------------- -----------------
162,367 -- 3,621,948.90 Total $ 956.19
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Determined in accordance with Rule 457(h)(1) and (c).
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<PAGE>
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, 1999;
(b) the Company's Quarterly Reports on Form 10-Q for the quarters
ended August 31, 1999 and November 30, 1999;
(c) the Company's Current Reports on Form 8-K filed January 25,
2000 and March 9, 2000 and
(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, 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 Securities Exchange Act of 1934 (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.
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 the 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 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 officers and directors of the
Company to the extent permitted by Section 302A.521 are contained in the
Company's bylaws.
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The Company maintains a standard policy of officers' and directors'
insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No securities are to be reoffered or resold pursuant to this
Registration Statement.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
Number Description
------ -----------
<S> <C>
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)
24.1 Power of Attorney
</TABLE>
ITEM 9. 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 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 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) 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 with or
furnished to the Commission 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.
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<PAGE>
(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 section 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
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 Act and
will be governed by the final adjudication of such issue.
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<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-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 March 21, 2000.
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 March 21, 2000.
<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
- ----------------------------------
Tami L. Reller (principal financial officer)
/s/ David K. Edson Controller
- ----------------------------------
David K. Edson (principal accounting officer)
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
</TABLE>
<PAGE>
EXHIBIT INDEX
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<TABLE>
<CAPTION>
Number Description
- ------ -----------
<S> <C>
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)
24.1 Power of Attorney
</TABLE>
-6-
<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-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 (the "Registration Statement") relating to the sale by the
Company from time to time of up to 162,367 shares (the "Shares") of common stock
of the Company, par value $.01 per share. The Shares will be issuable under the
Company's FRx Software Corporation 1996 Stock Option Plan, 59,654 shares, and
the Company's 1999 Stock Option/Stock Issuance Plan, 102,713 shares
(collectively, the "Plans").
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 Plans, 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.
Dated: March 21, 2000
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-8 of our report dated June 25, 1999 relating to
the financial statements and financial statement schedule, which appears in
Great Plains Software, Inc.'s Annual Report on Form 10-K for the year ended May
31, 1999.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
March 15, 2000
<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-8 relating to
the FRx Software Corporation 1996 Stock Option Plan and the FRx Software
Corporation 1999 Stock Option/Stock Issuance Plan 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., and any and all amendments (including
post-effective amendments) thereto, 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.
<TABLE>
<CAPTION>
Name Date
---- ----
<S> <C>
/s/ Douglas J. Burgum March 21, 2000
-----------------------------
Douglas J. Burgum
/s/ Tami L. Reller March 21, 2000
-----------------------------
Tami L. Reller
/s/ David K. Edson March 21, 2000
-----------------------------
David K. Edson
/s/ Bradley J. Burgum March 21, 2000
-----------------------------
Bradley J. Burgum
/s/Frederick W. Burgum March 21, 2000
-----------------------------
Frederick W. Burgum
/s/ William V. Campbell March 21, 2000
-----------------------------
William V. Campbell
/s/ J.A. Heidi Roizen March 21, 2000
-----------------------------
J. A. Heidi Roizen
/s/ Jospeh S. Tibbetts, Jr. March 21, 2000
-----------------------------
Joseph S. Tibbetts, Jr.
</TABLE>
