-----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, HCc4lwqa4EpI4QCFm1Ny7vhBTOqqgmvjvvJO7JQ3qdDg7cvX5JlJZa/kic+fWEym ykE70QeNxKTcJZn3aJKBrw== /in/edgar/work/20000628/0000950133-00-002715/0000950133-00-002715.txt : 20000920 0000950133-00-002715.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950133-00-002715 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROS SYSTEMS INC CENTRAL INDEX KEY: 0000320345 STANDARD INDUSTRIAL CLASSIFICATION: [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: 663449 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 e11-k.txt FORM 11-K 1 This Exhibit Index is on page 3 As filed with the Securities and Exchange Commission on June 28, 2000 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, 1999. 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) 7031 Columbia Gateway Drive 21046-2289 Columbia, 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) A.L. GIANNOPOULOS ANTHONY H. RICKERT, ESQUIRE 7031 COLUMBIA GATEWAY DRIVE PIPER MARBURY RUDNICK & WOLFE L.L.P. COLUMBIA, MARYLAND 21046-2289 1200 NINETEENTH STREET, N.W. (443) 285-6000 SEVENTH FLOOR WASHINGTON, D.C. 20036-2412 - 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 PricewaterhouseCoopers LLP, independent auditors, dated June 23, 2000. (b) Exhibits: A consent of PricewaterhouseCoopers 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 Statements of Net Assets Available for Benefits........................................... 2 Statements of Changes in Net Assets Available for Benefits................................ 3 Notes to Financial Statements............................................................. 4-8 ADDITIONAL INFORMATION* - ---------------------- Schedule I - Schedule of Assets Held for Investment Purposes at End of Year, December 31, 1999....................................................................... 9
* 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 To the Participants and Administrator of MICROS Systems, Inc. 401(K) Retirement Plan In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the MICROS Systems, Inc. 401(K) Retirement Plan (the "Plan") at December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of Assets Held for Investment Purposes at End of Year is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. PricewaterhouseCoopers LLP McLean, Virginia June 23, 2000 - 1 - 5 MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1999 AND 1998 - --------------------------------------------------------------------------------
ASSETS 1999 1998 Uninvested cash $ 120,440 $ 24,300 Investments (see Note 3) 29,592,265 15,602,010 ------------ ---------- Total assets 29,712,705 15,626,310 ------------ ------------ Net assets available for benefits $ 29,712,705 $ 15,626,310 ============ ============
The accompanying notes are an integral part of these financial statements. - 2 - 6 MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1999 AND 1998 - --------------------------------------------------------------------------------
1999 1998 Additions to net assets attributed to Investment income Net appreciation in fair value of investments (see Note 3) $ 9,573,439 $ 1,986,377 Interest and dividends 1,476,275 594,745 ------------- -------------- 11,049,714 2,581,122 ------------- -------------- Contributions Employer's 689,678 581,324 Participants' 3,068,377 2,636,270 ------------- -------------- 3,758,055 3,217,594 ------------- -------------- Total additions 14,807,769 5,798,716 Deductions from net assets attributed to Benefits paid to participants 1,008,504 1,635,446 ------------- -------------- Net increase 13,799,265 4,163,270 ------------- -------------- Transfer in of Merchants Information Systems plan assets (see Note 1) 287,130 - Net assets available for benefits Beginning of year 15,626,310 11,463,040 ------------- -------------- End of year $ 29,712,705 $ 15,626,310 ============= ==============
The accompanying notes are an integral part of these financial statements. - 3 - 7 MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 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 employees of the Company who have completed three consecutive months of service and are age twenty-one or older. Eligible employees may enroll in the Plan on the first day of the plan year quarter coincident with or next following the date on which eligibility criteria are met. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). In April 1999, the plan assets of the Merchants Information Systems 401(k) Plan were merged with and into the MICROS Systems, Inc. 401(k) Retirement Plan. 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 ($10,000 per taxpayer for both the 1999 and 1998 calendar years). Participants may also contribute amounts representing distributions from other qualified defined benefit or contribution plans. The Company contributes a guaranteed 50% of the first 5% of a participant's contribution. Additionally, at the end of each plan year the Plan provides for the availability of discretionary year-end profit sharing contributions, depending upon profits and Board of Directors approval. There were no such discretionary contributions granted during 1999 or 1998. 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. Participants immediately vest upon death or disability. 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. - 4 - 8 MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- E. FORFEITED ACCOUNTS In 1999 and 1998, employer contributions were reduced by $90,386 and $59,733, respectively, from forfeited nonvested accounts. These amounts were applied against employer contributions to the Putnam Money Market Fund in each respective year. 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 transfers 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, 1999 ranged from 6.0% to 9.5%. Principal and interest are paid ratably through bi-weekly payroll deductions over a period not extending beyond five years from the date of the note. Loans may extend past five years if it is determined at the time of the loan that the funds will be used to acquire the principal residence of the participant. H. ADMINISTRATIVE EXPENSES The Company pays Emjay Corporation 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. 2. SUMMARY OF ACCOUNTING POLICIES A. BASIS OF ACCOUNTING The Plan's financial statements are prepared on the accrual basis of accounting. B. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ. - 5 - 9 MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- C. INVESTMENT VALUATION AND INCOME RECOGNITION The Plan's investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. The Company stock is valued at its quoted market price. Participant notes receivable are valued at cost plus accrued interest, which approximates fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. D. 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. E. PAYMENT OF BENEFITS Benefits are recorded when paid. F. RECLASSIFICATIONS Certain prior year amounts in the accompanying financial statements have been reclassified to conform to the current year presentation. - 6 - 10 MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 3. INVESTMENTS The following presents investments that represent five percent or more of the Plan's net assets.
DECEMBER 31 1999 1998 Putnam New Opportunities Fund, 45,689 and 28,651 shares, respectively $4,155,841 $1,674,101 Putnam OTC & Emerging Growth Fund, 167,986 and 144,731 shares, respectively 6,217,154 2,496,608 Putnam Voyager II Fund, 58,800 and 37,909 shares, respectively 2,260,867 860,543 AIM International Equity Fund, 120,063 and 108,564 shares, respectively 3,338,951 2,020,368 AIM Value Fund, 82,933 and 70,074 shares, respectively 4,049,595 2,816,265 AIM Charter Fund, 188,926 and 168,571 shares, respectively 3,491,355 2,513,399 MICROS Common Stock 46,203 and 39,794 shares, respectively 3,419,022 1,308,228
During 1999, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $9,573,439 as follows: Mutual Funds $7,564,498 Common Stock 2,008,941 ---------- $9,573,439 ==========
4. 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 percent vested in their employer contributions. - 7 - 11 MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- 5. TAX STATUS The Plan, as amended effective January 29, 1997, is a non-standardized prototype plan sponsored by Emjay Corporation 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. - 8 - 12 MICROS SYSTEMS, INC. 401(K) RETIREMENT PLAN ADDITIONAL INFORMATION DECEMBER 31, 1999 SCHEDULE I - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR, DECEMBER 31, 1999
IDENTITY OF ISSUE DESCRIPTION OF INVESTMENT UNITS VALUE Putnam Investments New Opportunities Fund Class A shares, $90.96 per share 45,688.663 $ 4,155,841 OTC & Emerging Growth Fund Class A shares, $37.01 per share 167,985.795 6,217,154 Voyager II Fund Class A shares, $38.45 per share 58,800.182 2,260,867 Income Fund Class A shares, $6.36 per share 138,845.155 883,055 Money Market Fund Class A shares, $1.00 per share 1,097,251.660 1,097,252 AIM Family of Funds International Equity Fund Class A shares, $27.81 per share 120,062.965 3,338,951 Value Fund Class A shares, $48.83 per share 82,932.536 4,049,595 Charter Fund Class A shares, $18.48 per share 188,926.115 3,491,355 MICROS Common Stock* Common Stock, $74.00 per share 46,203.000 3,419,022 -------------- 28,913,092 Participants Notes (6.0%-9.5%) 679,173 -------------- $ 29,592,265 ==============
* Denotes a party-in-interest. - 9 - 13 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: June 28, 2000 By: ------------------ Plan Sponsor - 10 - EX-23 2 ex23.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 EXHIBIT 23 - CONSENT OF INDEPENDENT ACCOUNTANTS CONSENT OF INDEPENDENT ACCOUNTANTS ------- We consent to the incorporation by reference in the Registration Statement No. 333-07347 on Form S-8 of MICROS Systems, Inc. of our report dated June 23, 2000 on the financial statements of the MICROS Systems, Inc. 401(k) Retirement Plan as of December 31, 1999 and 1998 and for the years then ended, which report is included in this Form 11-K. PricewaterhouseCoopers LLP McLean, Virginia June 26, 2000 - 11 - -----END PRIVACY-ENHANCED MESSAGE-----