-----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, MnvwypkyaBkm01C/JloOXhGWeC672zA3sDFcZFLCUl/Dm7tiruD5bje+8KkQKar6 hLvptIOZv604djDPVYPn5g== 0000950133-01-000659.txt : 20010224 0000950133-01-000659.hdr.sgml : 20010224 ACCESSION NUMBER: 0000950133-01-000659 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010216 EFFECTIVENESS DATE: 20010216 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: 333-55816 FILM NUMBER: 1549248 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 w45600s-8.txt REGISTRATION STATEMENT FORM S-8 1 This Exhibit Index is on page __ As filed with the Securities and Exchange Commission on February 16, 2001 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) 7031 Columbia Gateway Drive Columbia, Maryland 21046-2289 (Address of principal executive offices) (Zip Code) THE 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 SEAN KLEIN, ESQUIRE 7031 COLUMBIA GATEWAY DRIVE PIPER MARBURY RUDNICK & WOLFE LLP COLUMBIA, MARYLAND 21046-2289 1200 19TH STREET (443) 285-6000 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 value $0.25 per share) 150,000 $18.19* $2,728,500.00** $682.13 =====================================================================================================
*Calculated on the basis of the average of the high and low prices of the Registrant's Common Stock as reported on FEBRUARY 9, 2001, on the NASDAQ National Market, which date is within 5 business days before the date of the filing of this Registration Statement. **Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(h). In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan(s) described herein. ================================================================================ 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, 2000. (b) Quarterly Report on Form 10-Q for the quarter ended September 30, 2000. (c) The Plan's Annual Report on Form 11-K for the year ended December 31, 1999 (d) 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. (e) 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. Not applicable. 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 Pursuant to Item 601(b)(5) of Regulation S-K and Rule 601(b)(5), because the Common Stock purchased by the MICROS Systems, Inc. 401(k) Retirement Plan will be purchased by the Trustee of the Plan only on the open market, an opinion of counsel as to the legality of the shares being registered need not be and is not included herein. Copies of the Internal Revenue Service determination letters that the plan is qualified under section 401 of the Internal Revenue Code are attached. 23.1 Consent of Independent Accountants 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. 5 (3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. 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. 6 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 Columbia, County of Howard, Maryland on this 16th day of February 2001. 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 MICROS Systems, Inc. 401(k) Retirement Plan (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. 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 16th day of February 2001. SIGNATURE TITLE /s/A. L. Giannopoulos President, Chief Executive Officer - --------------------- and Director (Principal Executive Officer) A. L. Giannopoulos 7 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/F. Suzanne Jenniches Director - ----------------------- F. Suzanne Jenniches /s/John G. Puente Director - ----------------- John G. Puente /s/Dwight S. Taylor Director - ------------------- Dwight S. Taylor /s/William S. Watson Director - -------------------- William S. Watson /s/A. L. Giannopoulos As Attorney-in-Fact - --------------------- A. L. Giannopoulos /s/ Thomas L. Patz Plan Administrator - ------------------ Authorized Representative of the MICROS Employee Benefits Committee 8 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 5 A copy of the Internal Revenue Service determination letter that the plan is qualified under section 401 of the Internal Revenue Code 23.1 Consent of Independent Accountants 24 Power of Attorney (contained in Signature page) EX-5 2 w45600ex5.txt INTERNAL REVENUE SERVICE DETERMINATION LETTER 1 EXHIBIT 5: COPIES OF THE INTERNAL REVENUE SERVICE DETERMINATION LETTERS THAT THE PLAN IS QUALIFIED UNDER SECTION 401 OF THE INTERNAL REVENUE CODE. Internal Revenue Service District Director P.O. Box A-3617 DPN20-6 Chicago, IL 60690 Employer Identification Number: 39-6079818 Date: Jul 12 1990 File Folder Number: 360056875 Person to Contact: JOSEPH SALEMI Emjay Corporation Contact Telephone Number: 4600 North Port Washington Road (312) 886-9587 Milwaukee, WI 53212-0000 Plan Name: NON-STANDARDIZED 401K PROFIT SHARING PLAN AND TRUST Plan Number: 005 Letter Serial Number: D8360198 Dear Applicant: The form of plan, identified above, and the related trust or custodial account are acceptable under sections 401(a), 403(a), and 501(a) of the Internal Revenue Code for use by employers for the benefit of their employees. This letter relates only to the acceptability of the form of the plan under the Internal Revenue Code. It is not a determination of the effect of other federal or local statutes. You must furnish a copy of this letter and the enclosed publication to each employer who adopts this plan. You are also required to send a copy of this letter, a copy of the approved form of the plan, and any approved amendments and related documents to each key District Director of the Internal Revenue Service in whose jurisdiction there are adopting employers. The acceptability of the form of the plan is not a ruling or determination as to whether an employer's plan qualifies under Code section 401(a) or 403(a). Therefore, an employer adopting the form of the plan should apply for a determination letter by filing an application with the key District Director of the Internal Revenue Service on Form 5307, Application for Determination for Adopters of Master or Prototype, Regional Prototype or Volume Submitter Plans. For purposes of section 15.02 and 15.03 of Rev. Proc. 89-13, 1989-7 I.R.B. 25, your application was received timely. 2 Please advise those adopting the plan to contact you if they have any questions about the operation of the plan. We have sent a copy of this letter to your representative as indicated in your Power of Attorney. If you have any questions concerning the IRS processing of this case, please call the above telephone number. If you write, please provide your telephone number and the most convenient time for us to call in case we need more information. Whether you call or write, please refer to the Letter Serial Number shown in the heading of this letter. You should keep this letter as a permanent record. Sincerely yours, /s/R.S. Wintrade, Jr. District Director Enclosure(s) Publication 1488 3 Internal Revenue Service District Director P.O. Box A-3617 DPN20-6 Chicago, IL 60690 Employer Identification Number: 39-6079818 Date: Mar 12 1993 File Folder Number: 360056875 Person to Contact: MS. G. LORBER Emjay Corporation Contact Telephone Number: 4600 North Port Washington Road (312) 886-4642 Milwaukee, WI 53212-0000 Plan Name: NON-STANDARDIZED 401K PLAN Plan Number: 005 Letter Serial Number: D8360198 Dear Applicant: The amendment to the form of plan identified above is acceptable under section 401(a), or 403(a) of the Internal Revenue Code. This letter relates only to the amendment to the form of the plan. It is not a determination of any other amendment or of the form of the plan as a whole, or on the effect of other federal or local statutes. You must furnish a copy of this letter and the enclosed publication to each employer who adopts this plan. You must also send a copy of this letter, a copy of the approved form of the plan, and any approved amendments and related documents to each key District Director of the Internal Revenue Service in whose jurisdiction there are adopting employers. The acceptability of the form of the plan is not a ruling or determination as to whether an employer's plan qualifies under Code section 401(a). To adopt the form of the plan, the employer should apply for a determination letter by filing an application with the key District Director of the Internal Revenue Service on Form 5307, Application for Determination for Adopters of Master or Prototype, Regional Prototype or Volume Submitter Plans. Please advise those adopting the plan to contact you if they have any questions about the operation of the plan. If you have any questions concerning our processing of this case, please call the above telephone number. If you write, please provide your telephone number and the most convenient time for us to call in case we need more information. Whether you call or write, please refer to the Letter Serial Number and File Folder Number shown in the heading of this letter. 4 You should keep this letter as a permanent record. Sincerely yours, /s/ Marilyn H. Day District Director Enclosure(s) Publication 1488 EX-23.1 3 w45600ex23-1.txt 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 24, 2000 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, 2000. We also consent to the incorporation by reference in this Registration Statement on Form S-8 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 MICROS Systems, Inc.'s Annual Report on Form 11-K for the year ended December 31, 1999. /s/PricewaterhouseCoopers LLP - ----------------------------- McLean, Virginia February 16, 2001 -----END PRIVACY-ENHANCED MESSAGE-----