|
|
|
|
|
|
|
|
|
|
|
|
|
|
Previous: MANUFACTURERS INVESTMENT TRUST, 497J, 2000-11-03 |
Next: GREAT PLAINS SOFTWARE INC, 10-K405/A, EX-10.4, 2000-11-03 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(AMENDMENT NO. 1)
| /x/ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended May 31, 2000
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 of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
| 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)
Securities
registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $.01 per share
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 / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. /x/
The aggregate market value of Common Stock, par value $.01 per share, held by non-affiliates of the registrant as of July 26, 2000 was approximately $281,745,368 (based on the last sale price of such stock as quoted on the Nasdaq National Market ($18.422) on such date).
As of July 26, 2000, the number of shares outstanding of the registrant's Common Stock, par value $.01 per share, was 19,906,692.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's Proxy Statement dated August 7, 2000 for the 2000 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K (the "Form 10-K Report").
This Form 10-K Serves As The Company's 2000 Annual Report To Shareholders.
On August 11, 2000, Great Plains Software, Inc. (the "Company") filed its Annual Report on Form 10-K for the fiscal year ended May 31, 2000 (the "Annual Report"). This amendment is being filed solely for the purposes of revising the exhibit list, the description of Reports on Form 8-K and the signature page, and filing three exhibits for the Annual Report.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
Report of Independent Accountants
Consolidated Balance Sheet as of May 31, 2000 and 1999
Consolidated Statement of Income for the three years in the period ended May 31, 2000
Consolidated Statement of Stockholder's Equity and Comprehensive Income for the three years in the period ended May 31, 2000
Consolidated Statement of Cash Flows for the three years in the period ended May 31, 2000
Notes to Consolidated Financial Statements
Schedule II. Valuation and Qualifying Accounts
All other schedules have been omitted because they are not applicable or not required or because the required information is included in financial statements or notes thereto.
| 3.1 | Amended and Restated Articles of Incorporation, as amended (incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 filed March 5, 1997 (SEC File No. 333-22833)) | |
| 3.2 | Amended Bylaws (incorporated herein by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed January 5, 1999) | |
| 10.1 | Lease Agreement, dated October 1, 1983, as amended, between the Company and West Acres Office Park (incorporated herein by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1 filed March 5, 1997 (SEC File No. 333-22833)), as further amended by Amendments 5 & 6 to Lease Agreement (incorporated herein by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K filed August 11, 1999) | |
| 10.2 | Lease Agreement, dated October 23, 1997, between the Company and IRET Properties (incorporated herein by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K filed August 11, 1999) | |
| 10.3 | 1983 Incentive Stock Option Plan, as amended (incorporated here herein by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-1 filed March 5, 1997 (SEC File No. 333-22833)) * | |
| 10.4 | 1997 Stock Incentive Plan, as amended * | |
| 10.5 | Outside Directors Stock Option Plan, as amended (incorporated herein by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K filed August 11, 1999) * | |
| 10.6 | 1997 Employee Stock Purchase Plan, as amended |
2
| 10.7 | Registration Rights Agreement, dated as of June 24, 1994, between the Company and the holders of registerable securities named therein (incorporated here herein by reference to Exhibit 10.8 to the Company's Registration Statement on Form S-1 filed March 5, 1997 (SEC File No. 333-22833)) | |
| 10.8 | Form of Nonemployee Director Stock Option Agreement (incorporated here herein by reference to Exhibit 10.12 to the Company's Registration Statement on Form S-1 filed March 5, 1997 (SEC File No. 333-22833)) * | |
| 10.9 | Purchase Agreement, dated December 15, 1999, between Great Plains Software, Inc. and Burgum 34 LLP ** | |
| 10.10 | Agreement, dated February 24, 2000, between Great Plains Software, Inc. and the shareholders of PWA Group Limited, identified in the Schedule attached thereto (incorporated herein by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed March 9, 2000) | |
| 10.11 | Share Purchase Agreement, dated February 24, 2000, between Great Plains Software, Inc. and the shareholders of PWA Group Limited, identified in Schedule 1 attached thereto (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed March 9, 2000) | |
| 10.12 | Agreement and Plan of Merger, dated February 22, 2000, among Great Plains Software, Inc., GPS Acquisition, Inc., FRx Software Corporation and Michael L. Rohan (incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed April 4, 2000) | |
| 10.13 | Amendment to Agreement and Plan of Merger, dated March 15, 2000, among Great Plains Software, Inc., GPS Acquisition, Inc., FRx Software Corporation and Michael L. Rohan (incorporated herein by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed April 4, 2000) | |
| 10.14 | Agreement and Plan of Merger, dated May 1, 2000, among Great Plains Software, Inc., GPS Eagle, Inc., Solomon Software, Inc., Gary M. Harpst, Vernon M. Strong and Jack W. Ridge (incorporated herein by reference to Exhibit 2.1 to the Company's Registration Statement on Form S-4 filed May 17, 2000 (SEC File No. 333-37188)) | |
| 21.1 | Subsidiaries of the Company ** | |
| 23.1 | Consent of PricewaterhouseCoopers LLP ** | |
| 27.1 | Financial Data Schedule ** | |
| 99.1 | Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995 |
The Company filed a Form 8-K on March 9, 2000 (and amended on May 5, 2000) reporting the acquisition of PWA Group Limited as an Item 2 event (no financial statements required) and the entering into of an Agreement and Plan of Merger for the acquisition of FRx Software Corporation as an Item 5 event.
The Company filed a Form 8-K on April 4, 2000 (and amended on May 31, 2000) reporting the acquisition of FRx Software Corporation as an Item 2 event. The financial statements of FRx Software and pro forma financial information of the Company were filed as Item 7 information therewith.
3
Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: August 7, 2000
| GREAT PLAINS SOFTWARE, INC. | ||||
| |
|
By: |
|
/s/ DOUGLAS J. BURGUM Douglas J. Burgum President, Chief Executive Officer, and Chairman of the Board |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
| Signature |
Title |
Date |
||
|---|---|---|---|---|
| |
|
|
|
|
| /s/ DOUGLAS J. BURGUM Douglas J. Burgum |
President, Chief Executive Officer and Chairman of the Board (principal executive officer) |
August 7, 2000 | ||
| /s/ TAMI L. RELLER Tami L. Reller |
|
Chief Financial Officer (principal financial officer) |
|
August 7, 2000 |
| /s/ DAVID K. EDSON David K. Edson |
|
Controller (principal accounting officer) |
|
August 7, 2000 |
| /s/ BRADLEY J. BURGUM Bradley J. Burgum |
|
Director |
|
August 7, 2000 |
| /s/ FREDERICK W. BURGUM Frederick W. Burgum |
|
Director |
|
August 7, 2000 |
| /s/ J.A. HEIDI ROIZEN J.A. Heidi Roizen |
|
Director |
|
August 7, 2000 |
| |
|
|
|
|
4
| /s/ JOSEPH S. TIBBETTS, JR. Joseph S. Tibbetts, Jr. |
|
Director |
|
August 7, 2000 |
| /s/ JAMES LELAND STRANGE James Leland Strange |
|
Director |
|
August 7, 2000 |
| |
|
|
|
|
5
Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: October 31, 2000 | GREAT PLAINS SOFTWARE, INC. | |||
| |
|
BY |
|
/S/ DOUGLAS J. BURGUM Douglas J. Burgum President, Chief Executive Officer, and Chairman of the Board |
6
|
|