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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 9, 2000
GREAT PLAINS SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 000-22703 45-0374871
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1701 S.W. 38th Street, Fargo, North Dakota 58103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (701) 281-0550
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 9, 2000, Great Plains Software, Inc. ("Great Plains")
completed the acquisition of Solomon Software, Inc. ("Solomon") pursuant to an
Agreement and Plan of Merger dated as of May 1, 2000, by and among Great
Plains, GPS Eagle, Inc., Solomon Software, Inc., and Gary M. Harpst, Vernon
M. Strong and Jack W. Ridge, the principal shareholders of Solomon.
Approximately 2,530,000 shares of Great Plains' common stock and $14.57
million in cash were issued in connection with the transaction. By the terms
of the merger agreement, Solomon was merged with and into GPS Eagle, Inc.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
The consent of the independent auditors to the incorporation herein
by reference of the required audited financial statements with respect to
Solomon is not available as of the date of this report. In accordance with
paragraph 4 of Item 7(a) of Form 8-K, Great Plains will file the consent and
the financial statements by amendment as soon as practicable and no later
than 60 days from the date on which this report has been filed.
(b) Pro Forma Financial Information
The following are hereby incorporated by reference to pages 15
through 21 of the Great Plains Registration Statement on Form S-4 filed May
17, 2000 (SEC File No. 333-37188).
Unaudited Pro Forma Combined Condensed Balance Sheet as of February 29, 2000.
Unaudited Pro Forma Combined Condensed Income Statement for twelve months ended
May 31, 1999.
Unaudited Pro Forma Combined Condensed Income Statement for nine months ended
February 29, 2000.
Notes to Unaudited Pro Forma Combined Condensed Financial Statements.
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of May 1, 2000, between
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 Great Plains Registration Statement
on Form S-4 filed May 17, 2000 (SEC File No. 333-37188).
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: June 22, 2000 GREAT PLAINS SOFTWARE, INC.
BY /s/ Tami L. Reller
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Name: Tami L. Reller
Chief Financial Officer
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INDEX TO EXHIBITS
2.1 Agreement and Plan of Merger dated as of May 1, 2000, between
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 Great Plains Registration Statement
on Form S-4 filed May 17, 2000 (SEC File No. 333-37188).
