-----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, KLq2LEwPbVlZbqhLyPz+j8errlZMEJMHDuRKuPpfnhtLJCl4R2k5efGtEF8yOc9C EhsUEKez3hINKQW8EMe1wQ== 0001047469-98-018369.txt : 19980507 0001047469-98-018369.hdr.sgml : 19980507 ACCESSION NUMBER: 0001047469-98-018369 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980506 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREAT PLAINS SOFTWARE INC CENTRAL INDEX KEY: 0000758540 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 450374871 STATE OF INCORPORATION: MN FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-48219 FILM NUMBER: 98611277 BUSINESS ADDRESS: STREET 1: 1701 S W 38TH ST CITY: FARGO STATE: ND ZIP: 58103 BUSINESS PHONE: 7012810550 MAIL ADDRESS: STREET 1: 1701 S W 38TH STREET CITY: FARGO STATE: ND ZIP: 58103 424B3 1 424B3 Rule 424(b)(3) Registration No. 333-48219 GREAT PLAINS SOFTWARE, INC. Prospectus Supplement No. 1, dated May 5, 1998 (To Prospectus dated March 31, 1998) On May 5, 1998, Great Plains Software, Inc. filed with the Securities and Exchange Commission the attached Current Report on Form 8-K. 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): April 20, 1998 GREAT PLAINS SOFTWARE, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Minnesota 000-22703 45-0374871 - ----------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission file number) (I.R.S. Employer of incorporation) Identification No.) 1701 S.W. 38th Street, Fargo, North Dakota 58103 ------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (701) 281-0550 ------------------- Item 2. Acquisition or Disposition of Assets. On April 20, 1998, Great Plains Software, Inc. (the "Company") purchased certain assets of ICONtrol, Inc. ("Seller"), a South Dakota corporation and subsidiary of Holien, Inc. ("Parent"), a South Dakota corporation, pursuant to an Asset Purchase Agreement dated as of April 20, 1998 (the "Asset Purchase Agreement") by and among the Company, Seller and Parent. As a result of this acquisition, the Company obtained substantially all of the assets and certain liabilities of Seller, including rights under and to Seller's manufacturing and human resources software applications, and the trademarks and copyrights related thereto, as well as Seller's ongoing leases, contracts and office equipment. Prior to this transaction, the Company was not affiliated with Seller or Parent. The purchase price was determined through negotiations by the parties. The consideration for the acquisition of Seller's assets was $7,490,726 in cash. The cash used in the acquisition came from cash and investments on hand. A copy of the Asset Purchase Agreement is being filed as Exhibit 2.1 to this report. 2 Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED The required financial statements of Seller are not included in this Current Report on Form 8-K. These financial statements will be provided in an amendment to this Current Report on Form 8-K as soon as practicable, but not later than July 3, 1998 (60 days after the date upon which this Current Report on Form 8-K is required to be filed). (b) PRO FORMA FINANCIAL INFORMATION The required pro forma financial information relative to the acquisition of Seller is not included in this Current Report on Form 8-K. The pro forma financial information will be provided in an amendment to this Current Report on Form 8-K as soon as practicable, but not later than July 3, 1998 (60 days after the date upon which this Current Report on Form 8-K is required to be filed). Exhibit No. Description ----------- ----------- 2.1 Asset Purchase Agreement, dated April 20, 1998, by and among Great Plains Software, Inc., ICONtrol, Inc. and Holien, Inc. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Date: May 5, 1998 GREAT PLAINS SOFTWARE, INC. /s/ Terri F. Zimmerman ------------------------------ Terri F. Zimmerman Chief Financial Officer 4 INDEX TO EXHIBITS Exhibit No. Description - ----------- ----------- 2.1 Asset Purchase Agreement, dated April 20, 1998, by and among Great Plains Software, Inc., ICONtrol, Inc. and Holien, Inc. -----END PRIVACY-ENHANCED MESSAGE-----