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As filed with the Securities and Exchange Commission on July 6, 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)
1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN OF SOLOMON SOFTWARE, INC.
SOLOMON SOFTWARE (TLB, INC.) STOCK OPTION PLAN
1991 EMPLOYEE STOCK OPTION PLAN OF SMITH, DENNIS & GAYLORD
SECOND TLB, INC. KEY EMPLOYEES STOCK OPTION PLAN
FREE STANDING OPTIONS
(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)
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CALCULATION OF REGISTRATION FEE
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED (1) PRICE PER SHARE (2)(3) AGGREGATE PRICE (3) REGISTRATION FEE
------------------------ ----------------- ------------------------------ --------------------- --------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 876,947 $14.57 12,777,117.80 $3,373.16
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(1) Represents the aggregate shares issuable upon exercise of options under:
(a) the 1997 Non-Employee Director Stock Option Plan of Solomon Software,
Inc.; (b) the Solomon Software (TLB, Inc.) Stock Option Plan; (c) the 1991
Employee Stock Option Plan of Smith, Dennis & Gaylord; (d) the Second TLB,
Inc. Key Employees Stock Option Plan; and (e) Free standing options as of
June 9, 2000.
(2) Represents the weighted average exercise price per share for such
outstanding options.
(3) Determined in accordance with Rule 457(h) of the Securities Act of 1933, as
amended.
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EXPLANATORY NOTE
This registration statement on Form S-8 is being filed to register
the shares of common stock, $.01 par value per share, of Great Plains
Software, Inc., a Minnesota corporation (the "Company"), issuable pursuant to:
(a) the 1997 Non-Employee Director Stock Option Plan of Solomon
Software, Inc.; (b) the Solomon Software (TLB, Inc.) Stock Option Plan; (c)
the 1991 Employee Stock Option Plan of Smith, Dennis & Gaylord; (d) the
Second TLB, Inc. Key Employees Stock Option Plan; and (e) various individual
option agreements (collectively, the "Plans"). Pursuant to the terms of
Section 2.04 of the Agreement and Plan of Merger by and among the Company,
GPS Eagle, Inc., an Ohio corporation and wholly owned subsidiary of the
Company ("GPS Eagle"), Solomon Software, Inc., an Ohio corporation
("Solomon"), and Gary M. Harpst, Vernon M. Strong and Jack W. Ridge, dated as
of May 1, 2000, all of the outstanding options to purchase shares of common
stock of Solomon under the Plans automatically became options to purchase
shares of the Company at the effective time of the merger of GPS Eagle with
and into Solomon.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by 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 30, 1999, November 30, 1999 and February 29,
2000; and
(c) the Company's Current Reports on Form 8-K filed March 9, 2000,
(as amended on Form 8-K/A filed May 5, 2000), April 4, 2000
(as amended on Form 8-K/A filed May 31, 2000) and June 23,
2000 (as amended on Form 8-K/A filed June 28, 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.
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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.
The Company maintains a standard policy of officers' and directors'
insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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<CAPTION>
Number Description
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5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
24.1 Power of Attorney
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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.
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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.
(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.
(4) 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.
(5) 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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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 June 30, 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 June 30, 2000.
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SIGNATURE TITLE
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<S> <C>
/s/ Douglas J. Burgum Chairman of the Board, President and
-------------------------------------- Chief Executive Officer (principal
Douglas J. Burgum executive officer)
/s/ Tami L. Reller Chief Financial Officer
-------------------------------------- (principal financial officer)
Tami L. Reller
/s/ David K. Edson Controller (principal accounting
-------------------------------------- officer)
David K. Edson
BRADLEY J. BURGUM* Director
FREDERICK W. BURGUM* Director
WILLIAM V. CAMPBELL* Director
J. A. HEIDI ROIZEN* Director
JOSEPH S. TIBBETTS, JR.* Director
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*By: /s/ Douglas J. Burgum
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Douglas J. Burgum
ATTORNEY-IN-FACT
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EXHIBIT INDEX
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<CAPTION>
Number Description
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<S> <C>
5.1 Opinion of Dorsey & Whitney LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of Dorsey & Whitney LLP (included in Exhibit 5.1)
24.1 Power of Attorney
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