UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 26, 2004
MICROS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Maryland 000-09993 52-1101488
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
7031 Columbia Gateway Drive, Columbia, Maryland 21046-2289
(Address of principal executive offices) (ZIP Code)
Registrant's telephone number, including area code: 443-285-6000
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 2 - Financial Information
Item 2.02. Results of Operations and Financial Condition
The registrant's press release dated August 26, 2004, regarding its financial
results for the three- and twelve-month periods ended June 30, 2004, is attached
as Exhibit 99.1 to this Form 8-K
Note: The information in Item 2.02 of this Form 8-K, and Exhibit 99, attached,
shall not be deemed "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall such information and exhibit be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, except as shall
be expressly set forth by specific reference in such filing.
Section 5 - Corporate Governance and Management
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
The registrant amended Article II, Section 1 (Meeting of Shareholders - Annual
Meetings) and Article III, Section 1(b) (Board of Directors - Number, Election
and Term of Office) of its Bylaws effective on August 26, 2004.
Article II, Section 1 of the Bylaws previously provided that the annual meeting
of the registrant's shareholders would be held in February of each year. As
amended, Article II, Section 1 provides that the annual meeting will be held in
November of each year. This amendment was made to conform the registrant's
Bylaws to the registrant's practice for holding annual meetings of its
shareholders and to Section 2-501(c) of Maryland General Corporation Law and to.
Article III, Section 1(b) of the Bylaws previously provided that the members of
the Board of Directors were to be elected by a majority of the votes cast at a
meeting of shareholders. As amended, Article III, Section 1(b) provides that the
members of the Board of Directors will be elected by a plurality of the votes
cast at a meeting of shareholders. This amendment was made to conform the
registrant's Bylaws to Section 2-404(d) of the Maryland General Corporation Law.
Additionally, several legacy typographical mistakes and non-substantive errors
were corrected.
A copy of the Bylaws, as amended, is attached as Exhibit 3(ii) to this Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MICROS Systems, Inc.
By: /s/ Gary C. Kaufman
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Name: Gary C. Kaufman
Title: Executive Vice-President, Finance and
Administration, and Chief Financial Officer
Date: August 26, 2004
EXHIBIT INDEX:
3(ii) - Bylaws
99.1 - Press Release