-----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, SrJt9hq84U/o7SogmsZ8P3nLOCHN5c6fMsGEXkD+R++0wUEiqN3obPlN4pQFItJ0 ZRKxONMaVkGj0FydTgdvgg== 0000950133-97-003537.txt : 19971016 0000950133-97-003537.hdr.sgml : 19971016 ACCESSION NUMBER: 0000950133-97-003537 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19971015 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROS SYSTEMS INC CENTRAL INDEX KEY: 0000320345 STANDARD INDUSTRIAL CLASSIFICATION: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578] IRS NUMBER: 521101488 STATE OF INCORPORATION: MD FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-09993 FILM NUMBER: 97696155 BUSINESS ADDRESS: STREET 1: 12000 BALTIMORE AVE CITY: BELTSVILLE STATE: MD ZIP: 20705 BUSINESS PHONE: 3012016000 MAIL ADDRESS: STREET 1: 12000 BALTIMORE AVE CITY: BELTSVILLE STATE: MD ZIP: 20705-1291 11-K 1 MICROS SYSTEMS 401(K) RETIREMENT PLAN 1 This Exhibit Index is on page 3 As filed with the Securities and Exchange Commission on October 15, 1997 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM 11-K ------------------------- MICROS SYSTEMS, INC. (Exact name of issuer as specified in its charter) (Mark One) (X) ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended DECEMBER 31, 1996. OR ( ) TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number: 0-9993 MARYLAND 52-1101488 -------- ---------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 12000 Baltimore Avenue 20705-1291 Beltsville, Maryland (Zip Code) (Address of principal executive offices) MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN ------------------------------------------- (Full title of plan) (Name, address and telephone (Copies to:) number of agent for service) ANTHONY J. RICKERT, ESQUIRE A.L. GIANNOPOULOS JAY G. COHEN, ESQUIRE 12000 BALTIMORE AVENUE PIPER & MARBURY L.L.P. BELTSVILLE, MARYLAND 20705-1291 36 SOUTH CHARLES STREET (301) 210-6000 BALTIMORE, MARYLAND 21201-3018 - i - 2 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K REQUIRED INFORMATION (a) Financial Statements. Filed as part of this Report on Form 11-K are the financial statements and the schedules thereto of the MICROS Systems, Inc. 401(k) Retirement Plan as required by Form 11-K together with the report thereon of Price Waterhouse LLP, independent auditors, dated August 29, 1997. (b) Exhibits: A consent of Price Waterhouse LLP is being filed as Exhibit 23 to this Report. - ii - 3 MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN INDEX TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
Page(s) ---- FINANCIAL STATEMENTS - -------------------- Report of Independent Accountants....................................................... 1 Statement of Net Assets Available for Benefits with Fund Information.................................................................. 2-3 Statement of Changes in Net Assets Available for Benefits with Fund Information.................................................................. 4-5 Notes to Financial Statements........................................................... 6-10 ADDITIONAL INFORMATION* - ---------------------- Schedule I - Schedule of Assets Held for Investment Purposes - December 31, 1996........ 11 Schedule II - Schedule of Reportable Transactions - Year Ended December 31, 1996........ 12
* Other schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. - iii - 4 REPORT OF INDEPENDENT ACCOUNTANTS August 29, 1997 To the Participants and Administrator of MICROS Systems, Inc. 401(K) Retirement Plan We were engaged to audit the financial statements of MICROS Systems, Inc. 401(K) Retirement Plan as of December 31, 1996 and 1995 and for the years then ended and the schedules as of and for the year ended December 31, 1996, as listed in the accompanying index. These financial statements and schedules are the responsibility of the plan's management. As permitted by Section 2520.103-8 of the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974, the plan administrator instructed us not to perform, and we did not perform, any auditing procedures with respect to the information summarized in Note 6, which was certified by Merrill Lynch Trust Company, the former trustee of the plan, except for comparing such information with the related information included in the financial statements and schedules. We have been informed by the plan administrator that the trustee holds the plan's investment assets and executes investment transactions. The plan administrator has obtained a certification from the former trustee as of and for the years ended December 31, 1996 and 1995 that the information provided to the plan administrator by the former trustee is complete and accurate. Because of the significance of the information that we did not audit, we are unable to, and do not, express an opinion on the accompanying financial statements and schedules taken as a whole. The form and content of the information included in the financial statements and schedules, other than that derived from the information certified by the former trustee, have been audited by us in accordance with generally accepted auditing standards and, in our opinion, are presented in compliance with the Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. - 1 - 5 MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION DECEMBER 31, 1996
Participant Directed ---------------------------------------------------------------------------------------- Merrill Lynch Merrill Lynch Merrill Lynch Merrill Lynch Merrill Lynch Capital Ready Asset Phoenix Basic Value Federal Securities Fund Trust Fund Fund Trust ---- ----- ---- ---- ----- Assets Investments Mutual funds $1,652,342 $ 466,434 $1,686,760 $1,573,975 $344,653 Equity securities Participant notes ---------- --------- ---------- ---------- -------- Total investments 1,652,342 466,434 1,686,760 1,573,975 344,653 Receivables Employer's contributions 5,795 2,615 7,414 7,134 1,278 Participants' contributions 20,546 9,271 26,285 25,294 4,532 ---------- --------- ---------- ---------- -------- Total receivables 26,341 11,886 33,699 32,428 5,810 ---------- --------- ---------- ---------- -------- Total assets 1,678,683 478,320 1,720,459 1,606,403 350,463 Liabilities ---------- --------- ---------- ---------- -------- Net assets available for benefits $1,678,683 $ 478,320 $1,720,459 $1,606,403 $350,463 ========== ========= ========== ========== ========
Participant Directed ----------------------------- Merrill Lynch MICROS Global Allocation Common Participant Fund Stock Notes Total ---- ----- ----- ----- Assets Investments Mutual funds $1,300,133 $ 7,024,297 Equity securities $ 306,222 306,222 Participant notes $ 380,964 380,964 ---------- --------- --------- ----------- Total investments 1,300,133 306,222 380,964 7,711,483 Receivables Employer's contributions 4,702 377 29,315 Participants' contributions 16,669 1,337 103,934 ---------- --------- --------- ----------- Total receivables 21,371 1,714 133,249 ---------- --------- --------- ----------- Total assets 1,321,504 307,936 380,964 7,844,732 Liabilities ---------- --------- --------- ----------- Net assets available for benefits $1,321,504 $ 307,936 $ 380,964 $ 7,844,732 ========== ========= ========= ===========
The accompanying notes are an integral part of these financial statements. - 2 - 6 MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION DECEMBER 31, 1995
Participant Directed --------------------------------------------------------------------------------------- Merrill Lynch Merrill Lynch Merrill Lynch Merrill Lynch Merrill Lynch Capital Ready Asset Phoenix Basic Value Federal Securities Fund Trust Fund Fund Trust ---- ----- ---- ---- ----- Assets Investments Mutual funds $1,213,879 $ 380,890 $1,138,487 $1,036,711 $ 360,071 Participant notes ---------- --------- ---------- ---------- --------- Total investments 1,213,879 380,890 1,138,487 1,036,711 360,071 Receivables Employer's contributions 45,488 34,814 48,944 43,272 12,917 Participants' contributions 65,338 28,243 71,618 60,341 16,571 ---------- --------- ---------- ---------- --------- Total receivables 110,826 63,057 120,562 103,613 29,488 ---------- --------- ---------- ---------- --------- Total assets 1,324,705 443,947 1,259,049 1,140,324 389,559 Liabilities ---------- --------- ---------- ---------- --------- Net assets available for benefits $1,324,705 $ 443,947 $1,259,049 $1,140,324 $ 389,559 ========== ========= ========== ========== =========
Participant Directed -------------------- Merrill Lynch Global Allocation Participant Fund Notes Total ---- ----- ----- Assets Investments Mutual funds $ 917,695 $5,047,733 Participant notes $ 130,371 130,371 ---------- --------- ---------- Total investments 917,695 130,371 5,178,104 Receivables Employer's contributions 36,674 222,109 Participants' contributions 53,437 295,548 ---------- --------- ---------- Total receivables 90,111 517,657 ---------- --------- ---------- Total assets 1,007,806 130,371 5,695,761 Liabilities ---------- --------- ---------- Net assets available for benefits $1,007,806 $ 130,371 $5,695,761 ========== ========= ==========
The accompanying notes are an integral part of these financial statements. - 3 - 7 MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION YEAR ENDED DECEMBER 31, 1996
Participant Directed ------------------------------------------------------------------------------ Merrill Lynch Merrill Lynch Merrill Lynch Merrill Lynch Capital Ready Asset Phoenix Basic Value Fund Trust Fund Fund ---- ----- ---- ---- Additions to net assets attributed to: Investment income Interest and dividends $ 156,799 $ 23,007 $ 180,511 $ 97,022 Net appreciation (depreciation) in fair value of investments 14,400 10,986 94,839 ----------- --------- ----------- ---------- 171,199 23,007 191,497 191,861 Contributions Employer's 108,542 69,913 98,396 110,735 Participants' 388,643 146,117 409,814 439,823 ----------- --------- ----------- ---------- 497,185 216,030 508,210 550,558 ----------- --------- ----------- ---------- Total additions 668,384 239,037 699,707 742,419 Deductions from net assets attributed to: Benefits paid to participants 140,906 177,258 135,780 187,359 ----------- --------- ----------- ---------- Net increase prior to interfund transfers 527,478 61,779 563,927 555,060 Interfund transfers (173,500) (27,406) (102,517) (88,981) ----------- --------- ----------- ---------- Net increase (decrease) 353,978 34,373 461,410 466,079 Net assets available for benefits Beginning of year 1,324,705 443,947 1,259,049 1,140,324 ----------- --------- ----------- ---------- End of year $ 1,678,683 $ 478,320 $ 1,720,459 $1,606,403 =========== ========= =========== ==========
Participant Directed ------------------------------------------------------ Merrill Lynch Merrill Lynch MICROS Federal Securities Global Allocation Common Participant Trust Fund Stock Notes Total ----- ---- ----- ----- ----- Additions to net assets attributed to: Investment income Interest and dividends $ 22,752 $ 123,614 $ 13,466 $ 617,171 Net appreciation (depreciation) in fair value of investments (7,092) 27,434 140,567 --------- ---------- -------- -------- ----------- 15,660 151,048 13,466 757,738 Contributions Employer's 25,288 81,949 3,463 498,286 Participants' 66,558 266,501 12,531 1,729,987 --------- ---------- -------- -------- ----------- 91,846 348,450 15,994 2,228,273 --------- ---------- -------- -------- ----------- Total additions 107,506 499,498 15,994 13,466 2,986,011 Deductions from net assets attributed to: Benefits paid to participants 75,444 120,293 837,040 --------- ---------- -------- -------- ----------- Net increase prior to interfund transfers 32,062 379,205 15,994 13,466 2,148,971 Interfund transfers (71,158) (65,507) 291,942 237,127 --------- ---------- -------- -------- ----------- Net increase (decrease) (39,096) 313,698 307,936 250,593 2,148,971 Net assets available for benefits Beginning of year 389,559 1,007,806 130,371 5,695,761 --------- ---------- -------- -------- ----------- End of year $ 350,463 $1,321,504 $307,936 $380,964 $ 7,844,732 ========= ========== ======== ======== ===========
The accompanying notes are an integral part of these financial statements. - 4 - 8 MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION YEAR ENDED DECEMBER 31, 1995
Participant Directed ---------------------------------------------------------------------------------------- Merrill Lynch Merrill Lynch Merrill Lynch Merrill Lynch Merrill Lynch Capital Ready Asset Phoenix Basic Value Federal Securities Fund Trust Fund Fund Trust ---- ----- ---- ---- ----- Additions to net assets attributed to: Investment income Interest and dividends $ 115,616 $ 19,338 $ 52,015 $ 37,503 $ 19,118 Net appreciation (depreciation) in fair value of investments 143,576 121,363 183,655 23,243 ----------- --------- ----------- ----------- --------- 259,192 19,338 173,378 221,158 42,361 Contributions Employer's 88,155 51,866 95,815 81,056 24,300 Participants' 287,528 99,393 329,051 248,312 66,078 ----------- --------- ----------- ----------- --------- 375,683 151,259 424,866 329,368 90,378 ----------- --------- ----------- ----------- --------- Total additions 634,875 170,597 598,244 550,526 132,739 Deductions from net assets attributed to: Benefits paid to participants 125,063 28,373 75,381 58,348 15,587 ----------- --------- ----------- ----------- --------- Net increase prior to interfund transfers 509,812 142,224 522,863 492,178 117,152 Interfund transfers 63,684 (32,710) 6,944 16,901 (12,574) ----------- --------- ----------- ----------- --------- Net increase 573,496 109,514 529,807 509,079 104,578 Net assets available for benefits Beginning of year 751,209 334,433 729,242 * 631,245 284,981 * ----------- --------- ----------- ----------- --------- End of year $ 1,324,705 $ 443,947 $ 1,259,049 $ 1,140,324 $ 389,559 =========== ========= =========== =========== =========
Participant Directed -------------------- Merrill Lynch Global Allocation Participant Fund Notes Total ---- ----- ----- Additions to net assets attributed to: Investment income Interest and dividends $ 67,070 $ 7,439 $ 318,099 Net appreciation (depreciation) in fair value of investments 98,303 570,140 ----------- --------- ----------- 165,373 7,439 888,239 Contributions Employer's 73,591 414,783 Participants' 246,456 1,276,818 ----------- --------- ----------- 320,047 1,691,601 ----------- --------- ----------- Total additions 485,420 7,439 2,579,840 Deductions from net assets attributed to: Benefits paid to participants 78,303 381,055 ----------- --------- ----------- Net increase prior to interfund transfers 407,117 7,439 2,198,785 Interfund transfers (71,175) 28,930 ----------- --------- ----------- Net increase 335,942 36,369 2,198,785 Net assets available for benefits Beginning of year 671,864 94,002 3,496,976 ----------- --------- ----------- End of year $ 1,007,806 $ 130,371 $ 5,695,761 =========== ========= ===========
* Beginning of year balances reflect the transfer of the Roger Engemann Equity Fund and the Lord Abbott Fixed Income Fund into the Merrill Lynch Phoenix Fund and Merrill Lynch Federal Securities Trust, respectively. See additional information as disclosed in Note 1. The accompanying notes are an integral part of these financial statements. - 5 - 9 MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF THE PLAN The following description of the MICROS Systems, Inc. 401(K) Retirement Plan (the Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan's provisions. A. General The Plan is a defined contribution plan, sponsored by MICROS Systems, Inc. (the Company), covering all full-time employees of the Company who have completed three consecutive months (250 hours) of service. Eligible employees may enroll in the Plan on the first day of the fiscal quarter coincident with meeting eligibility criteria. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). B. Contributions Participants may contribute 1% to 15% of their compensation to the Plan on a pre-tax basis through salary deductions; however, annual contributions may not exceed the maximum allowed under the Internal Revenue Code in any calendar year ($9,500 per taxpayer for the 1996 calendar year and $9,240 for the 1995 calendar year). The Company contributes a guaranteed 50% of the first 5% of a participant's contribution. Additionally, at the end of each Plan year the Company guarantees a QNEC (Qualified Non-Elective Contribution) of 1% of the annual compensation for all eligible, non-highly compensated employees, regardless of their participation in the Plan. An additional percentage match of the employee's elective deferral may be contributed at the option of the Operations Committee of the Board of Directors. C. Vesting Participants are immediately vested in their voluntary contributions plus actual earnings thereon. A participant's interest in the Company's matching and discretionary contribution portion of their accounts plus actual earnings thereon, becomes vested 20% after two years of service and increases 20% each year thereafter until becoming fully vested after six years. - 6 - 10 D. Participant Accounts Each participant's account is credited with the participant's contributions and allocations of the Company's contributions and Plan earnings. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. Forfeited balances of terminated participants' nonvested accounts are used to reduce future Company contributions. At December 31, 1996, forfeited nonvested accounts totaled $79,160. These amounts may be used to reduce future Company contributions. In 1996, Company contributions were not reduced by these forfeited nonvested accounts. E. Investment Options A participant may invest in one or all of the following funds: 1. Merrill Lynch Capital Fund. This fund is a Merrill Lynch sponsored mutual fund whose investment objective is to achieve the highest total investment return consistent with prudent risk. Fund management may shift emphasis among equity, debt or convertible securities. 2. Merrill Lynch Ready Asset Trust. This fund's objective is to maintain a value of one dollar. Purchases are principally made in investments that have a short-term maturity. 3. Merrill Lynch Phoenix Fund. This fund is designed for investors seeking long-term growth of capital through a diversified portfolio of equity and fixed-income securities that fund management believes are undervalued. 4. Merrill Lynch Federal Securities Trust. This fund seeks to achieve high current return by investing in securities issued or guaranteed by the U.S. government or U.S. government agencies and enterprises. 5. Merrill Lynch Basic Value Fund. This fund strives for capital appreciation, then income, by investing in securities, primarily equities, that fund management believes are undervalued. 6. Merrill Lynch Global Allocation Fund. This fund seeks to achieve the highest investment return consistent with prudent risk through a fully managed investment policy utilizing domestic and foreign equity, debt, and money market instruments. 7. MICROS Systems, Inc. Common Stock. A new investment option effective July 1, 1996; funds are invested in common stock of MICROS Systems, Inc. - 7 - 11 Participants selecting the Merrill Lynch investment options invest in the Class D shares of each of the respective Merrill Lynch funds. The Roger Engemann Equity Fund and the Lord Abbott Fixed Income Fund were discontinued effective December 31, 1994 and all monies remaining at that date were transferred into the Merrill Lynch Phoenix Fund and Merrill Lynch Federal Securities Trust, respectively, on January 5, 1995. F. Payment of Benefits Each participant is entitled to the market value of their vested benefits calculated as of the valuation date following retirement, death, disability or termination of employment. These benefits will be distributed in a single lump sum payment, or in installments to the participant or another qualified plan as designated by the participant if the account balance exceeds $3,500. For termination of service due to other reasons, a participant may receive the value of the vested interest in his or her account as a lump sum distribution. G. Participant Notes Upon approval by the Plan Trustee/Sponsors, participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of the vested portion of their total account balance, including both employee and Company contributions. These transactions are treated as a transfer to (from) the investment fund from (to) the Participant Notes fund. Notes are secured by the balance in the participant's account and bear interest at a rate commensurate with local prevailing rates as determined by the Plan Trustee/Sponsors, and approximate fair value. Interest rates on notes outstanding at December 31, 1996 range from 6.5% to 8.5%. Principal and interest are paid ratably through monthly payroll deductions over a period not extending beyond five years from the date of the note. H. Administrative Expenses The Company pays Merrill Lynch directly for certain normal Plan administrative expenses. Company personnel also perform various administrative services for the Plan, including maintenance of participant records on a noncompensatory basis. NOTE 2 - SUMMARY OF ACCOUNTING POLICIES A. Basis of Accounting The Plan's financial statements are prepared on the accrual basis of accounting. - 8 - 12 B. Investment Valuation Investments are stated at fair value based on market prices quoted by Merrill Lynch which represent the net asset value of shares held by the Plan at year-end. Investment transactions are accounted for on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. Realized gains and losses from investment transactions and unrealized appreciation and depreciation of investments are reported on an average cost basis for financial statement purposes. C. Contributions Employee contributions are recorded in the period during which the Company makes payroll deductions from the Plan participants' earnings. Company contributions are recorded in the same period. D. Payment of Benefits Benefits are recorded when paid. NOTE 3 - VESTED ACCOUNTS OF TERMINATED PARTICIPANTS The net assets available for benefits at December 31, 1996 and 1995 include $1,000 and $217,077, respectively, in vested accounts of terminated participants. These accounts receive no further allocation of Company contributions. NOTE 4 - PLAN AMENDMENT Effective March 17, 1995, the Plan was amended whereby Merrill Lynch Trust Company was appointed as sole Trustee of the Plan and Ronald J. Kolson, Gary C. Kaufman and Judith F. Wilbert, which had been serving as Trustees to the Plan, were relieved of such position, but shall remain as the Plan's Sponsors with full fiduciary powers and responsibilities. In addition, Preferred Benefits Corporation, Plan recordkeeper, was acquired by Merrill Lynch as a result of an asset acquisition occurring November 18, 1995. NOTE 5 - PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan, subject to the provisions of ERISA. In the event of the Plan termination, participants will become 100% vested in their accounts. - 9 - 13 NOTE 6 - INFORMATION CERTIFIED BY THE PLAN CUSTODIAN The financial information pertaining to investments at December 31, 1996 and 1995 and to investment income, contributions and distributions for the years ended December 31, 1996 and 1995 was derived from information certified as being complete and accurate by the Plan's custodian, Merrill Lynch Trust Company. NOTE 7 - TAX STATUS The Plan, as amended effective January 1, 1995, is a standardized prototype plan sponsored by Merrill Lynch who has represented that it has received a favorable determination letter from the Internal Revenue Service (IRS). In addition, the Company filed a request for determination with the IRS and received a favorable determination letter dated October 10, 1995. Management has represented that the Plan is designed and is currently being operated in compliance with all applicable provisions of the Internal Revenue Code and ERISA. Therefore, no provision for income taxes has been included in the Plan's financial statements. NOTE 8 - SUBSEQUENT EVENT Effective January 31, 1997, the Plan changed its administrator from Merrill Lynch Trust Company to Emjay Recordkeeping. The Plan also changed its self-directed investment options from a combination of Merrill Lynch mutual funds and MICROS common stock to Legg Mason mutual funds and MICROS common stock. - 10 - 14 MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN ADDITIONAL INFORMATION Schedule I - Schedule of Assets Held for Investment Purposes - December 31, 1996
Current Identity of Issue Description of Investment Units Cost value - ----------------- ------------------------- ----- ---- ----- Merrill Lynch Mutual Funds: Basic Value Fund Class D shares, $30.96 per share 50,838.978 $ * $ 1,573,975 Capital Fund Class D shares, $31.02 per share 53,266.990 * 1,652,342 Federal Securities Trust Class D shares, $9.58 per share 35,976.286 * 344,653 Global Allocation Fund Class D shares, $14.54 per share 89,417.722 * 1,300,133 Phoenix Fund Class D shares, $13.18 per share 127,978.729 * 1,686,760 Ready Asset Trust $1.00 per share 466,434.000 466,434 466,434 MICROS Common Stock $30.75 per share 9,958.443 * 306,222 ---------- ------------ 466,434 7,330,519 ---------- ------------ Participant Notes (6.5% - 8.5%) 380,964 380,964 ---------- ------------ $ 847,398 $ 7,711,483 ========== ============
* Information is not readily obtainable from the custodian's ordinary business records. - 11 - 15 MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN ADDITIONAL INFORMATION Schedule II - Schedule of Reportable Transactions - Year ended December 31, 1996*
Purchases Sales --------- ------------------------------------ Cost of Current Gain/ Identity of issue Purchases Cost Value (Loss) - ----------------- --------- ---- ----- ------ Merrill Lynch Basic Value Fund $ 1,785,598 $ 1,237,092 $1,312,376 $ 75,284 Merrill Lynch Phoenix Fund 1,947,032 1,362,492 1,423,035 60,543 Merrill Lynch Capital Fund 1,928,313 1,443,538 1,455,972 12,434 Merrill Lynch Global Allocation Fund 1,467,696 1,082,467 1,119,031 36,564 Merrill Lynch Federal Securities Trust 439,616 413,145 405,425 (7,720)
* Transactions or series of transactions in excess of five percent of the current value of the Plan's assets as of December 31, 1996, as defined in Section 2520.103-6 of the Department of Labor's Rules and Regulations for Reporting and Disclosure Under ERISA. - 12 - 16 MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN FORM 11-K SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN Date: October 15, 1997 By: s/Gary C. Kaufman ----------------- Plan Sponsor - 13 - 17 MICROS SYSTEMS, INC. 401 (K) RETIREMENT PLAN FORM 11-K EXHIBIT INDEX
Exhibit Page Number Exhibit Number - ------------------------------------------------------ --------- 23 Consent of Price Waterhouse LLP 15
- 14 - EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT-23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-07347) of our report dated August 29, 1997 appearing on page 1 of the Annual Report of the MICROS Systems, Inc. 401(K) Retirement Plan on Form 11-K for the year ended December 31, 1996. PRICE WATERHOUSE LLP Linthicum, Maryland October 10, 1997 - 15 - -----END PRIVACY-ENHANCED MESSAGE-----