-----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, E5gu8bnw7Z0nCJzvV6XuC/Lr6qlmcVDBdXFUeYglxwark7+qdk5uJhGgPNjamRq5 HPy6SibMfGh6uhf8aS3w5g== 0000950133-00-000202.txt : 20000203 0000950133-00-000202.hdr.sgml : 20000203 ACCESSION NUMBER: 0000950133-00-000202 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000128 EFFECTIVENESS DATE: 20000128 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: S-8 SEC ACT: SEC FILE NUMBER: 333-95615 FILM NUMBER: 516297 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 S-8 1 FORM S-8 1 This Exhibit Index is on page 7 As filed with the Securities and Exchange Commission on January 28, 2000 Registration No. 333-_____________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------------- MICROS SYSTEMS, INC. (Exact name of issuer as specified in its charter)
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. 1991 STOCK OPTION PLAN ------------------------------------------- (Effective as of September 23, 1991) (Full title of plan)
(Name, address and telephone (Copies to:) number of agent for service) ANTHONY J. RICKERT, ESQUIRE A. L. GIANNOPOULOS JANE TAM, ESQUIRE 12000 BALTIMORE AVENUE PIPER MARBURY RUDNICK & WOLFE L.L.P. BELTSVILLE, MARYLAND 20705-1291 1200 19TH STREET (301) 210-6000 WASHINGTON, D.C. 20036
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Amount of Title of securities Amount to be offering price aggregate offering registration to be registered registered per share price fee - ----------------------------------------------------------------------------------------------------------- Common Stock (par 1,000,000 $61.46875* $61,468,750* $16,227.75* value $0.25 per share)
================================================================================ * Calculated solely for purposes of calculating the registration fee pursuant to Rule 457 (h) and (c), the proposed maximum offering price per share, proposed maximum aggregate offering price and the amount of the registration fee are based on the average of the highest and lowest asked prices of Common Stock of MICROS Systems, Inc. reported on the National Association of Securities Dealers Automated Quotation System on January 26, 2000. ================================================================================ 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS Not required to be included in the Form S-8 pursuant to the Note to Part I of Form S-8. PART II INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents which have been filed by the Registrant with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) Annual Report on Form 10-K for the year ended June 30, 1999. (b) Quarterly Report on Form 10-Q for the quarter ended September 30, 1999. (c) Description of Common Stock of the Registrant contained in the Registrant's Registration Statement on Form S-3 dated January 25, 1995 and any amendments or reports for purposes of updating such description. (d) MICROS Systems, Inc. 1991 Stock Option Plan, as amended, is contained in Exhibit A to the Proxy Statement of the Company for the 1999 Annual Meeting of Shareholders, which was filed on October 22, 1999. All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 ("Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of the Registration Statement from the date of filing of such document. 3 ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Thomas L. Patz is the duly elected and acting Executive Vice President, Strategic Initiatives and General Counsel of the Registrant, and has acted as counsel to the Registrant in connection with the preparation and filing with the Securities and Exchange Commission of this Registration Statement on Form S-8. Mr. Patz beneficially owns less than 1% of the Common Stock of the Registrant. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant's Articles of Incorporation, as amended, provide that the Registrant shall indemnify its directors and officers whether serving the Registrant or, at the Registrant's request, another entity, to the fullest extent required or permitted by the general laws of the State of Maryland now or hereafter in force, including the advance of expenses under the procedures provided by such laws. The Registrant's Articles of Incorporation also provide that the Registrant shall indemnify its other agents or employees, whether serving the Registrant, or at its request, another entity, to such extent as is authorized by the Board of Directors or the By-laws of the Registrant and as permitted by law. The Maryland General Corporation Law provides that a corporation may indemnify any director made a party to a proceeding by reason of service in that capacity unless it is established that: (1) the act or omission of the director was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty, or (2) the director actually received an improper personal benefit in money, property or services, or (3) in the case of any criminal proceeding, the director had reasonable cause to believe that the act or omission was unlawful. To the extent that a director has been successful in defense of any proceeding, the Maryland General Corporation Law provides that he or she shall be indemnified against reasonable expenses incurred in connection therewith. A Maryland corporation may indemnify its officers to the same extent as its directors and to such further extent as is consistent with law. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. 4 ITEM 8.EXHIBITS.
Exhibit Number Description - ------ ----------- 5 Opinion of Counsel Regarding the Legality of the shares of Common Stock 23.1 Consent of Independent Accountants 23.2 Consent of Counsel (included in Exhibit 5) 24 Power of Attorney (contained in Signature page)
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 Securities Act of 1933 (the "Securities Act"); (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; (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. Paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, 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. 5 The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) 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. Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities Act 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. SIGNATURES Pursuant to the requirements of the Securities Act, 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 Beltsville, County of Prince Georges, Maryland on this 28th day of January, 2000. MICROS SYSTEMS, INC. By: /s/ A. L. Giannopoulos --------------------------- A. L. Giannopoulos President and Chief Executive Officer POWER OF ATTORNEY The undersigned Officers and Directors of MICROS Systems, Inc., a Maryland corporation (the "Corporation"), hereby constitute and appoint A. L. Giannopoulos, the true and lawful agent and attorney-in-fact of the undersigned with full power and authority in said agent and attorney-in-fact, to sign for the undersigned and in their respective names as Officers and as Directors of the Corporation, a Registration Statement on Form S-8 relating to the proposed issuance of shares of Common Stock to employees and directors of the Corporation (or any and all amendments, including post-effective amendments, to such Registration Statement) and file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and with full power of substitution; hereby ratifying and confirming all that said attorney-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. 6 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 the 28th day of January, 2000. SIGNATURE TITLE /s/A. L. Giannopoulos President, Chief Executive Officer - --------------------- and Director (Principal Executive Officer) A. L. Giannopoulos SIGNATURE TITLE /s/Gary C. Kaufman Executive Vice President, Finance and - ------------------ Administration, Chief Financial Officer Gary C. Kaufman (Principal Financial and Accounting Officer) /s/Louis M. Brown, Jr. Chairman and Director - ---------------------- Louis M. Brown, Jr. /s/Daniel A. Cohen Director - ------------------ Daniel A. Cohen /s/F. Suzanne Jenniches Director - ----------------------- F. Suzanne Jenniches /s/John G. Puente Director - ----------------- John G. Puente /s/Dwight S. Taylor Director - ------------------- Dwight S. Taylor /s/A. L. Giannopoulos As Attorney-in-Fact - --------------------- A. L. Giannopoulos 7 EXHIBIT INDEX
Exhibit Number Description - ------ ----------- Page ---- 5 Opinion of Counsel Regarding the Legality of the shares of Common Stock 23.1 Consent of Independent Accountants 23.2 Consent of Counsel (contained in Exhibit 5) 24 Power of Attorney (contained in Signature page)
EX-5 2 OPINION OF COUNSEL 1 EXHIBIT 5: OPINION OF COUNSEL REGARDING THE LEGALITY OF THE SHARES OF COMMON STOCK January 27, 2000 MICROS Systems, Inc. 12000 Baltimore Avenue Beltsville, MD 20705-1291 Ladies and Gentlemen: I am the duly elected and acting General Counsel of MICROS Systems, Inc. (the "Corporation") and I have acted as counsel to the Corporation in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the "Registration Statement") registering 1,000,000 shares of Common Stock, par value $0.25 per share, of the Corporation (the "Common Stock") for issuance pursuant to the MICROS Systems, Inc. 1991 Stock Option Plan (the "Plan"). In this capacity, I have examined: (i) the charter of the Corporation; (ii) the corporate proceedings authorizing the issuance of 1,000,000 shares of Common Stock pursuant to the Plan; (iii) the Plan; and (iv) such other documents and instruments as I have considered necessary in the rendering of the opinions hereinafter set forth. Based upon the foregoing, I am of the opinion that: 1. The Corporation has been duly incorporated and is a validly existing corporation in good standing under the laws of the State of Maryland. 2. Upon issuance of shares of Common Stock pursuant to the Plan, such shares will be validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the reference to me under Item 5 of this Registration Statement. Very truly yours, /s/Thomas L. Patz Thomas L. Patz Executive Vice President, Strategic Initiatives and General Counsel EX-23.1 3 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23.1: CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated August 25, 1999 relating to the financial statements and financial statement schedules of MICROS Systems, Inc., which appears in MICROS Systems, Inc.'s Annual Report on Form 10-K for the year ended June 30, 1999. s/PricewaterhouseCoopers LLP Baltimore, Maryland January 24, 2000 -----END PRIVACY-ENHANCED MESSAGE-----