-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LKV12nT1d4BKvkykD9OAUDX8qgfc8AWPY9oKjvAuGUZ+ojZWbkKSwt8qFgCUPDtL NtDccXJOUc7mq6aZQklzmA== 0000891092-04-004302.txt : 20040830 0000891092-04-004302.hdr.sgml : 20040830 20040830161825 ACCESSION NUMBER: 0000891092-04-004302 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040826 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year FILED AS OF DATE: 20040830 DATE AS OF CHANGE: 20040830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROS SYSTEMS INC CENTRAL INDEX KEY: 0000320345 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 521101488 STATE OF INCORPORATION: MD FISCAL YEAR END: 0826 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09993 FILM NUMBER: 041005633 BUSINESS ADDRESS: STREET 1: 7031 COLUMBIA GATEWAY DRIVE CITY: COLUMBIA STATE: MD ZIP: 21046-2289 BUSINESS PHONE: 4432856000 MAIL ADDRESS: STREET 1: 7031 COLUMBIA GATEWAY DRIVE CITY: COLUMBIA STATE: MD ZIP: 21046-2289 8-K 1 e18971_8k.txt FORM 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2004 MICROS SYSTEMS, INC. (Exact name of registrant as specified in its charter) Maryland 000-09993 52-1101488 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 7031 Columbia Gateway Drive, Columbia, Maryland 21046-2289 (Address of principal executive offices) (ZIP Code) Registrant's telephone number, including area code: 443-285-6000 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 2 - Financial Information Item 2.02. Results of Operations and Financial Condition The registrant's press release dated August 26, 2004, regarding its financial results for the three- and twelve-month periods ended June 30, 2004, is attached as Exhibit 99.1 to this Form 8-K Note: The information in Item 2.02 of this Form 8-K, and Exhibit 99, attached, shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information and exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing. Section 5 - Corporate Governance and Management Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year The registrant amended Article II, Section 1 (Meeting of Shareholders - Annual Meetings) and Article III, Section 1(b) (Board of Directors - Number, Election and Term of Office) of its Bylaws effective on August 26, 2004. Article II, Section 1 of the Bylaws previously provided that the annual meeting of the registrant's shareholders would be held in February of each year. As amended, Article II, Section 1 provides that the annual meeting will be held in November of each year. This amendment was made to conform the registrant's Bylaws to the registrant's practice for holding annual meetings of its shareholders and to Section 2-501(c) of Maryland General Corporation Law and to. Article III, Section 1(b) of the Bylaws previously provided that the members of the Board of Directors were to be elected by a majority of the votes cast at a meeting of shareholders. As amended, Article III, Section 1(b) provides that the members of the Board of Directors will be elected by a plurality of the votes cast at a meeting of shareholders. This amendment was made to conform the registrant's Bylaws to Section 2-404(d) of the Maryland General Corporation Law. Additionally, several legacy typographical mistakes and non-substantive errors were corrected. A copy of the Bylaws, as amended, is attached as Exhibit 3(ii) to this Form 8-K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MICROS Systems, Inc. By: /s/ Gary C. Kaufman --------------------------------- Name: Gary C. Kaufman Title: Executive Vice-President, Finance and Administration, and Chief Financial Officer Date: August 26, 2004 EXHIBIT INDEX: 3(ii) - Bylaws 99.1 - Press Release EX-3.(II) 2 e18971ex3ii.txt BY LAWS Exhibit 3(ii) BY-LAWS OF MICROS SYSTEMS, INC. ---------- ARTICLE I - OFFICES The office of the Corporation shall be located in the City and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine. ARTICLE II - MEETING OF SHAREHOLDERS Section 1 - Annual Meetings: The annual meeting of the shareholders of the Corporation shall be held on such day and time in November of each year as the Board of Directors shall select (subject to applicable law and any other applicable provision of these by-laws), for the purpose of electing directors, and transacting such other business as may properly come before the meeting. (2004 Amendment) Section 2 - Special Meetings: Special meetings of the shareholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of twenty-five percent (25%) of the shares then outstanding and entitled to vote thereat, or as otherwise required under the provisions of the laws of Maryland on Corporations and Associations. (Amendment of 1/14/81) Section 3 - Place of Meetings: All meetings of shareholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings. Section 4 - Notice of Meetings: (a) Written notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, not less than ten or more than fifty days before the meeting, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to receive payment for their shares pursuant to the Business Corporation Act, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such shareholder at his address, as it appears on the records of the shareholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request. (b) If a record date is not set by the Board of Directors, notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute. (Amendment of 10/20/81.) Section 5 - Quorum: (a) Except as otherwise provided herein, or by statute, or in the Articles of Incorporation (such Articles and any amendments thereof being hereinafter collectively referred to as the "Articles of Incorporation"), at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting. (b) Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of the shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called if a quorum had been present. Section 6 - Voting: (a) Except as otherwise provided by statute or by the Articles of Incorporation, any corporate action, other than the election of directors to be taken by vote of the shareholders, shall be authorized by a majority of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon. (b) Except as otherwise provided by statute or by the Articles of Incorporation, at each meeting of shareholders, each holder of record of shares of the Corporation entitled to vote thereat, shall be entitled to one vote for each share registered in his name on the books of the Corporation. (c) Each shareholder entitled to vote, or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself, or by his attorney-in-fact thereunto duly authorized in writing. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the persons executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation. (d) Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date. ARTICLE III - BOARD OF DIRECTORS Section 1 - Number, Election and Term of Office: (a) The number of directors of the Corporation shall be not less than five (5) nor more than nine (9), unless and until otherwise determined by vote of a majority of the entire Board of Directors. (Amendment of 9/23/91.) (b) Except as may otherwise be provided herein or in the Articles of Incorporation, the members of the Board of Directors of the Corporation, who need not be shareholders, shall be elected by a plurality of the votes cast at a meeting of shareholders, by the holders of shares entitled to vote in the election. (c) Each director shall hold office until the annual meeting of the shareholders next succeeding his election, and until his successor is elected and qualified, or until his prior death, resignation or removal. Section 2 - Duties and Powers: The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the Articles of Incorporation or by statute expressly conferred upon or reserved to the shareholders. Section 3 - Annual and Regular Meetings; Notice: (a) A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the shareholders, at the place of such annual meeting of shareholders. (b) The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof. (c) Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited, and in the manner set forth in paragraph (b) of Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in paragraph (c) of such Section 4. Section 4 - Special Meetings; Notice: (a) Special Meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof. (b) Notice of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice, except as required by Section 8 of this Article III, need not specify the purpose of the meeting. (c) Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given. Section 5 - Chairman: At all meetings of the Board of Directors, the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman, or he shall be absent, then the President shall preside, and in his absence, a Chairman chosen by the Directors shall preside. Section 6 - Quorum and Adjournments: (a) At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Articles of Incorporation, or by these By-Laws. (b) A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum, may adjourn the same from time to time without notice, until a quorum shall be present. Section 7 - Manner of Action: (a) At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold. (b) Except as otherwise provided by statute, by the Articles of Incorporation, or by these By-Laws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any action authorized, in writing, by all of the directors entitled to vote thereon and filed with the minutes of the corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board. Section 8 - Vacancies: (a) Any vacancy in the Board of Directors occurring by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a director by the shareholders shall be filled by the shareholders at the meeting at which the removal was effected) or inability of any director to act, or otherwise, shall be filled for the unexpired portion of the terms by a majority vote of the remaining directors, though less than a quorum, at any regular or special meeting of the Board of Directors called for that purpose. (Amendment of 1/14/81.) (b) Any vacancy in the Board of Directors occurring by reason of an increase in the number of directors duly created pursuant to Section 1 of this Article shall be filled until the election of the Board of Directors at the next annual meeting of the shareholders by a majority vote of the entire Board of Directors. (Amendment of 1/14/81.) Section 9 - Resignation: Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective. Section 10 - Removal: Any director may be removed with or without cause at any time by the shareholders, at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board. Section 11 - Salary: The Board of Directors may, by resolution, allow the payment of such fees and expenses to members of the Board of Directors as the Board, in its discretion, may determine to be appropriate; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. (Amendment of 10/20/81.) Section 12 - Contracts: (a) No contract or other transaction between this Corporation and any other corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporation, provided that such facts are disclosed or made known to the Board of Directors. (b) Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction, which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto. Section 13 - Committees: The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they deem desirable, each consisting of three or more members, with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board. ARTICLE IV - OFFICERS Section 1 - Number, Qualifications, Election and Term of Office: (a) The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person, except the offices of President and Secretary. (b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders. (c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal. Section 2 - Resignation: Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective. Section 3 - Removal: Any officer may be removed, either with or without cause, and a successor elected by the Board at any time. Section 4 - Vacancies: A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by the Board of Directors. Section 5 - Duties of Officers: Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these By-Laws, or may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Corporation. Section 6 - Sureties and Bonds: In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands. Section 7 - Shares of Other Corporations: Whenever the Corporation is the holder of shares of any other corporation, any right or power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders' meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President, or such other person as the Board of Directors may authorize. ARTICLE V - SHARES OF STOCK Section 1 - Certificate of Stock: (a) The certificates representing shares of the Corporation shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shall bear the holder's name and the number of shares, and shall be signed by (i) the Chairman of the Board or the President or a Vice President, and (ii) the Secretary, or any Assistant Secretary, and may bear the corporate seal. (b) No certificate representing shares shall be issued until the full amount of consideration therefore has been paid, except as otherwise permitted by law. (c) The Board of Directors may authorize the issuance of certificates for fractions of a share which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder, except as therein provided. Section 2 - Lost or Destroyed Certificates: The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do. Section 3 - Transfers of Shares: (a) Transfers of shares of the Corporation shall be made on the share records of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares, with an assignment or power of transfer endorsed thereon or delivered therewith duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require. (b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law. Section 4 - Record Date: In lieu of closing the share records of the Corporation, the Board of Directors may fix, in advance, a date not exceeding fifty days, nor less than ten days, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting of shareholders, or to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held; the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting. ARTICLE VI - DIVIDENDS Subject to applicable law, dividends may be declared and paid out of any funds available therefore, as often, in such amount, and at such time or times as the Board of Directors may determine. ARTICLE VII - FISCAL YEAR The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law. ARTICLE VIII - CORPORATE SEAL The corporate seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors ARTICLE IX - INDEMNIFICATION (Added new to by-laws 12/1/89 - former Article IX became current Article X.) Section 1 - Indemnification of Directors and Officers: Persons who are or were directors or officers of the Corporation shall be indemnified by the Corporation to the fullest extent permitted by the general laws of the State of Maryland, as now or hereafter in force, including the advance of expenses under the procedures provided by such laws, in respect to matters arising out of service in their capacities as directors or officers of the Corporation or arising out of service at the request of the Corporation in any capacity (including, but not limited to, as directors, officers, partners, trustees, agents or employees) of any other organization (including, but not limited to a direct or indirect subsidiary or affiliate of the Corporation, another foreign or domestic corporation, partnership, joint venture, trust, other enterprise or employee benefit plan). Section 2 - Indemnification of Employees or Agents: In the sole discretion of the Corporation, persons who are or were employees or agents of the Corporation may be indemnified by the Corporation to any extent permitted by the general laws of the State of Maryland, as now or hereafter in force, including the advance of expenses, in respect to matters arising out of service in their capacities as employees or agents of the Corporation or arising out of service at the request of the Corporation in any capacity (including, but not limited, as directors, officers, partners, trustees, agents or employees) of any other organization (including, but not limited to, a direct or indirect subsidiary or affiliate of the Corporation, another foreign or domestic corporation, partnership joint venture, trust, other enterprise or employee benefit plan). Section 3 - Determinations: (a) With respect to persons who are or were directors or officers of the Corporation, any determination as to whether such person is entitled to indemnification under Section 1 above, including the advance of expenses, shall be made by independent legal counsel retained by the Corporation and appointed by either the Board of Directors or the Chief Executive Officer. Any determination by such independent legal counsel to deny indemnification, including the advance of expenses, shall be subject at the request of the person who is denied indemnification, including the advance of expenses, to de novo review in any court that is appropriate under the general of laws of the State of Maryland or other applicable statutory or decisional law, as now or hereafter in force. (b) With respect to persons who are or were employees or agents of the Corporation, any determination by the Corporation under Section 2 above shall be made by: (i) the Board of Directors or any committee designated by the Board of Directors; (ii) the Chief Executive Officer; or (iii) at the request of the Board of Directors, any committee designated by the Board of Directors or the Chief Executive Officer, by independent legal counsel retained by the Corporation and appointed by the Board of Directors, any committee designated by the Board of Directors or the Chief Executive Officer. Section 4 - General: The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or who, while a director, officer, employee or agent of the Corporation, is or was serving at the request of the Corporation in any capacity (including, but not limited to, as a director, officer, partner, trustee, employee or agent) of any other organization (including but not limited to, a direct or indirect subsidiary or affiliate of the Corporation, another foreign or domestic corporation, partnership, joint venture, trust, other enterprise or employee benefit plan) against any liability asserted against or incurred by such person in any such capacity or arising out of such person's position, whether or not the Corporation would have the power to indemnify such person under the general laws of the State of Maryland or other applicable statutory or decisional law, as now or hereafter in force. The Corporation may provide similar protection, including a trust fund, letter of credit or surety bond, not inconsistent with the general laws of the State of Maryland or other applicable statutory or decisional law, as now or hereafter in force. Section 5 - Effect of Amendment or Repeal: No amendment of the by-laws of the Corporation or repeal of any of its provisions shall limit or eliminate the benefits provided to directors, officers, employees or agents of the Corporation under this Article Ninth with respect to any act or omission that occurred prior to such amendment or repeal. ARTICLE X - AMENDMENTS Section 1 - By Shareholders: All by-laws of the Corporation shall be subject to alteration or repeal, and new by-laws may be made, by a majority vote of the shareholders at the time entitled to vote in the election of directors. Section 2 - By Directors: The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, by-laws of the Corporation; provided, however, that the shareholders entitled to vote with respect thereto as in this Article X above-provided may alter, amend or repeal by-laws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of shareholders or of the Board of Directors, or to change any provisions of the by-laws with respect to the removal of directors or the filling of vacancies in the Board resulting from the removal by the shareholders. If any by-laws regulating an impending election of directors is adopted, amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the by-law so adopted, amended or repealed, together with a concise statement of the changes made. CORPORATE SEAL EX-99.1 3 e18971ex99_1.txt PRESS RELEASE Exhibit 99.1 MICROS Reports Fiscal 2004 Year Results: Record Quarterly and Fiscal Year Revenue, Net Income and EPS; Revenue, Net Income & EPS Exceed Expectations COLUMBIA, Md., Aug. 26 /PRNewswire-FirstCall/ -- MICROS Systems, Inc. (Nasdaq: MCRS), a leading supplier of information systems to the hospitality and specialty retail industries, today announced the results for its fiscal 2004 fourth quarter and fiscal year ended June 30, 2004. Revenue for the quarter was $142.8 million, an increase of $20.6 million, or 16.9%, over the same period last year. Net income for the quarter was $12.4 million, an increase of $3.7 million, or 41.6%, over the year ago fourth quarter. Earnings per share, on a diluted basis, were $0.64 per share, an increase of $0.16 per share, or 33.3%, over the year ago figure of $0.48. The quarterly revenue, net income and earnings per share are Company records. For the fiscal year ended June 30, 2004, MICROS's revenue was $487.4 million, an increase of $81.6 million, or 20.1%, over the same period last year. Net income for the fiscal year was $33.3 million, an increase of $11.5 million, or 52.8%, over last year. Earnings per share, on a diluted basis, were $1.73, an increase of $0.51 per share, or 41.8%, over the year ago figure of $1.22. The fiscal year revenue, net income and earnings per share are Company records. The revenue, net income and earnings per share results for the fourth quarter and fiscal year exceeded consensus expectations. Tom Giannopoulos, MICROS's Chairman and CEO stated: "We are extremely pleased with our quarterly and fiscal year results for this record year. We had many accomplishments the past year including the successful execution of the Datavantage acquisition, continued improvements in our financial metrics, and numerous major customer wins across all three segment: hotels, restaurants, and specialty retail. I am extremely proud of our employees, as they have made this past year a great success with their focus, hard work and dedication, and I am also very grateful to our customers." MICROS's management guidance for the fiscal 2005 first quarter ending September 30, 2004 is for revenue between $115.0 million and $119.0 million and net income between $5.9 million and $6.9 million. Revenue guidance for the fiscal 2005 year ending June 30, 2005 has been increased above consensus estimates with a range from $520.0 million to $530.0 million. Guidance for net income for fiscal 2005 is between $38.0 million and $41.0 million. MICROS's stock is traded through NASDAQ under the symbol MCRS. Some of the statements contained herein not based on historic facts are forward- looking statements that involve risks and uncertainties. Some of those uncertainties are: product demand and market acceptance; adverse economic factors; impact of competitive products and pricing on margins; product development delays and technological difficulties; and aggressively controlling expenses. Other risks are indicated in the MICROS Form 10-K and other filings with the Securities and Exchange Commission. MICROS assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events. MICROS SYSTEMS, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share amounts) Fourth Quarter Ended Twelve Months Ended June 30, June 30, 2004 2003 2004 2003 Revenue: Hardware $47,583 $41,671 $151,640 $137,013 Software 24,213 22,597 82,486 71,251 Service 71,009 57,900 253,317 197,593 Total revenue 142,805 122,168 487,443 405,857 Cost of sales: Hardware 33,345 29,571 105,507 98,037 Software 2,060 4,552 16,372 17,207 Service 33,624 25,852 116,455 92,054 Total cost of sales 69,029 59,975 238,334 207,298 Gross margin 73,776 62,193 249,109 198,559 Selling, general and administrative expenses 41,170 38,848 155,235 132,601 Research and development expenses 7,252 5,369 27,209 18,748 Depreciation and amortization 2,753 2,718 9,831 8,888 Total operating expenses 51,175 46,935 192,275 160,237 Income from operations 22,601 15,258 56,834 38,322 Non-operating (expense) income, net (869) (254) 704 (1,127) Income before taxes, minority interests, and equity in net earnings of affiliates 21,732 15,004 57,538 37,195 Income tax provision 9,091 6,201 23,592 15,078 Income before minority interests and equity in net earnings of affiliates 12,641 8,803 33,946 22,117 Minority interests and equity in net earnings of affiliates (196) (17) (667) (335) Net income $12,445 $8,786 $33,279 $21,782 Net income per common share: Basic $0.68 $0.49 $1.83 $1.24 Diluted $0.64 $0.48 $1.73 $1.22 Weighted-average number of shares outstanding: Basic 18,383 17,786 18,227 17,502 Diluted 19,341 18,401 19,209 17,838 MICROS SYSTEMS, INC. CONSOLIDATED BALANCE SHEET (In thousands) June 30, June 30, 2004 2003 ASSETS Current assets: Cash and cash equivalents $91,451 $45,682 Accounts receivable, net 101,367 98,700 Inventories, net 36,095 31,864 Deferred income taxes 9,396 7,885 Prepaid expenses and other current assets 16,242 17,860 Total current assets 254,551 201,991 Property, plant and equipment, net 19,550 20,179 Deferred income taxes, non-current 24,573 32,003 Goodwill and intangible assets, net 73,090 74,270 Purchased and internally developed 41,112 38,089 software costs, net Other investments 415 10 Other assets 2,785 3,473 Total assets $416,076 $370,015 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Bank lines of credit $2,481 $10,185 Current portion of long term debt 0 363 Current portion of capital lease obligations 139 106 Accounts payable 29,681 24,177 Accrued expenses and other current liabilities 58,693 44,240 Income taxes payable 1,541 10,102 Deferred income taxes 512 501 Deferred service revenue 43,019 38,538 Total current liabilities 136,066 128,212 Capital lease obligations, net of current portion 166 198 Deferred income taxes, non-current 12,728 11,495 Other non-current liabilities 1,401 6,510 Commitments and contingencies Minority interests 2,742 2,372 Shareholders' equity: Common stock 458 450 Capital in excess of par 71,525 69,644 Retained earnings 185,658 152,381 Accumulated other comprehensive income (loss) 5,332 (1,247) Total shareholders' equity 262,973 221,228 Total liabilities and shareholders' equity $416,076 $370,015 SOURCE MICROS Systems, Inc. -0- 08/26/2004 /CONTACT: Peter J. Rogers, Jr., Vice President, Investor Relations, of MICROS Systems, Inc., +1-443-285-8059, progers@micros.com/ /Web site: http://www.micros.com / (MCRS) CO: MICROS Systems, Inc. ST: Maryland IN: CPR LEI STW SU: ERN ERP -----END PRIVACY-ENHANCED MESSAGE-----