** **

**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

** **

----

** **

**AMENDMENT NO. 1 ON**

** **

**FORM 10-K/A**

** **

**ý**                                 ANNUAL REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

** **

**FOR THE FISCAL YEARENDED MAY 31, 2005**

** **

**OR**

** **

**o**                                 TRANSITION REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

** **

**FOR THE TRANSITIONPERIOD FROM         TO         **

** **

**Commission file number:000-33335**

 

----

 

**LAWSON SOFTWARE, INC.**

(Exact name of registrant as specified in its charter)

 
| **DELAWARE**                                                    | ** ** | **41-1251159**                           |
|-----------------------------------------------------------------|------------|------------------------------------------|
| (State or other jurisdiction of  incorporation or organization) |       | (I.R.S. Employer  Identification Number) |

** **

**380 ST. PETER STREETST. PAUL, MINNESOTA 55102**

(Address of principal executive offices)

 

**(651) 767-7000**

(Registrant’s telephone number, including area code)

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OFTHE ACT: **None**

 

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OFTHE ACT:

**Common Stock, $0.01 ParValue Per SharePreferred Stock Purchase Rights**

 

----

 

Indicate by checkmark whether the registrant (1) has filed all reports required to be filedby Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes ý No o

 

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein, and willnot be contained, to the best of Registrant’s knowledge, in definitive proxy orinformation statements incorporated by Reference in Part III of this Form 10-Kor any amendment to this Form 10-K. ý

 

Indicate by check mark whether the registrant is anaccelerated filer (as defined in Rule 12b-2 of the Act). Yes ý No o

 

The aggregate market value of the voting andnon-voting common stock held by non-affiliates of the registrant, based uponthe closing sale price of Common Stock on November 30, 2004 as reported onthe Nasdaq National Market, was approximately $519,488,853.

 

The number of shares of the registrant’s common stockoutstanding on July 22, 2005 was 101,595,243.

 

**DOCUMENTS INCORPORATEDBY REFERENCE**

**None.**

** **

** **

----

** **

**LAWSON SOFTWARE, INC.Form 10-K/AIndex**

** **
| **PART III**                                                                                        | ** ** |
|----------------------------------------------------------------------------------------------------------|------------|
| Item 10. Directors and  Executive Officers of the Registrant                                             |       |
| Item 11. Executive Compensation                                                                          |       |
| Item 12. Security Ownership  of Certain Beneficial Owners and Management and Related Stockholder Matters |       |
| Item 13. Certain  Relationships and Related Transactions                                                 |       |
| Item 14. Principal  Accounting Fees and Services                                                         |       |
|                                                                                                     |       |
| **PART IV**                                                                                         | ** ** |
| Item 15. Exhibits, Financial  Statement Schedules                                                        |       |
|                                                                                                     |       |
| **SIGNATURES**                                                                                           | ** ** |

** **

----

** **

**EXPLANATORYNOTE**

** **

We are hereby filing this Amendment No. 1 to ourAnnual Report on Form 10-K for the fiscal year ended May 31, 2005 (the “AnnualReport”), to provide certain information under Part III, Items 10 through 14,on our directors, officers and independent registered public accountingfirm.  Since our 2005 Proxy Statementwill be filed after September 28, 2005 as part of a Proxy Statement/Prospectuson Form S-4 in connection with the proposed combination with IntentiaInternational AB, we are now providing the required information as part of thisAmendment No. 1, which amends and replaces Part III of our Annual Report in itsentirety.

 

# **PART III**

# ** **

## **Item 10. Directors and Executive Officers of theRegistrant**

## ** **

The information concerning our officers required bythis item is included in Part I of the Annual Report under the heading “Employees.”

 

### ***Directors***

### *** ***

Directors elected by our common stockholders serve aone-year term which will expire at our 2005 annual meeting ofstockholders.  Our current directorselected by our common stockholders are as follows:

 

*Harry Debes*, age54, has served as our president and chief executive officer and as a directorsince June 2005. From November 2003 until June 2005, Mr. Debeswas president and chief executive officer of SPL Worldgroup, a leading providerof enterprise software to the electrical utility industry. From May 2001until joining SPL Worldgroup, he was employed by JD Edwards & Co., anenterprise software company, where he served as senior vice president Americasuntil JD Edwards was acquired by Peoplesoft, Inc. in August 2003.From 1990 until May 2001, Mr. Debes was employed by GEAC Computers,an enterprise software company. While working for GEAC, Mr. Debes held avariety of positions, including managing director of GEAC Asia-Pacific andpresident of GEAC Enterprise Solutions for the Americas.

 

*David J. Eskra*,age 64, has been a member of the Board of Directors since October 2002.  Mr. Eskra is currently a privateinvestor in technology companies.  Since1995, Mr. Eskra has been a principal shareholder and director of GomembersInc., a provider of enterprise software solutions to member-basedorganizations.  Mr. Eskra waspresident, from 1992 to 1993, and a director, from 1992 to 1994, of DuplexProducts, a business forms company sold to Reynolds & Reynolds in1994. From 1979 to 1991, Mr. Eskra was President and Chief ExecutiveOfficer of Pansophic Systems, Inc., a provider of change management anddata retrieval software, sold to Computer Associates International, Inc.in 1991.

 

*David R. Hubers*,age 62, has served as one of our directors since April 2001. From 1965until his retirement in March 2001, Mr. Hubers was employed atAmerican Express Financial Advisors Inc., a financial services company, servingmost recently as its chairman and chief

 

----

 

executive officer since 1993. Mr. Hubers is adirector of BioScrip Inc., a pharmaceutical distribution company. In addition,he serves on the boards of a number of non-profit organizations.

 

*Thomas G. Hudson*,age 59, has served as one of our directors since June 2001.  From June 1996 until June 2005, Mr. Hudsonserved as president and chief executive officer of Computer Network TechnologyCorporation, a designer and manufacturer of high-speed computer networkingequipment, software and services. He served as a director of Computer NetworkTechnology Corporation from August 1996 until its merger with McDATACorporation in June 2005, and has served as a director of McDATACorporation since June 2005.  McDATACorporation designs and manufactures multi-capable storage networksolutions.  From May 1999 until June 2005,he served as chairman of Computer Network Technology Corporation.  From 1993 until June 1996, Mr. Hudsonserved as senior vice president of McGraw Hill Companies, a leading informationservice provider, serving as general manager of its F.W. Dodge division, and assenior vice president, corporate development. From 1968 until 1993, Mr. Hudsonserved in a number of management positions at IBM, serving most recently asvice president, services sector division. Mr. Hudson’s IBM career includedvaried product development, marketing and strategic responsibilities for IBM’sfinancial services customers and extensive international and large systemsexperience. Mr. Hudson has a computer engineering degree from Notre DameUniversity and an MBA-finance from NYU. In 1990, Mr. Hudson attended Harvard’s Advanced ManagementProgram.  Mr. Hudson also currentlyserves on the Board of Directors of Plato Learning, Inc., and was theformer chairman of its board.

 

*H. Richard Lawson*,age 60, is one of our founders and has been one of our directors and anexecutive officer since our beginning in 1975. Mr. Lawson has served asthe chairman of our Board of Directors since February 2001. From March 2000until February 2001, Mr. Lawson was our chief executive officer.Prior to that time, Mr. Lawson served as our president and chief operatingofficer from October 1998 until March 2000 and our chairman from June 1996until October 1998.

 

*Michael A. Rocca*,age 60, has served as one of our directors since February 2003. From 1994until his retirement in October 2000, Mr. Rocca was Senior VicePresident and Chief Financial Officer of Mallinckrodt Inc., a $2.7 billionmanufacturer of specialty healthcare products. From 1966 to 1994 Mr. Roccawas employed by Honeywell Inc. where he held a number of positions serving asVice President and Treasurer from 1992 to 1994 and Vice President FinanceHoneywell Europe in Brussels, Belgium from 1990 to 1992. Mr. Rocca is adirector of Ligand Pharmaceuticals, Inc., a biotech company that developsoncology drugs and morphine based pain medications, St. Jude Medical, acardiovascular medical technology company, and Reliant Pharmaceuticals LLC, aprivately-held cardiovascular pharmaceutical company.  Mr. Rocca is a 1966 graduate of theUniversity of Iowa with a BBA degree in accounting.

 

### ***AuditCommittee***

### *** ***

The Audit Committee of our Board of Directors consistsof Messrs. Eskra, Hubers and Rocca. Mr. Rocca is the chair. The Audit Committee is responsible forproviding oversight of our financial functions, including financial reportingand external auditing (including appointment of the independent registeredpublic accounting firm), our program to address ethical business

 

2

----

 

practices and our system of financial controls. TheAudit Committee operates under a written charter. All current members of theAudit Committee are independent as defined in the Nasdaq rules and as setforth in Section 10A(m)(3) of the Securities and Exchange Act of1934, as amended.  Mr. Roccaqualifies as an “audit committee financial expert” under the rules of theSecurities and Exchange Commission.

 

### ***Section 16(a) BeneficialOwnership Reporting Compliance***

### *** ***

Section 16(a) of the Securities Exchange Actof 1934 requires our directors and specified officers and persons who own morethan 10% of a registered class of our equity securities to file initial reportsof ownership of those securities on Form 3 and reports of changes inownership on Form 4 or Form 5 with the Securities and ExchangeCommission. Specific due dates for these reports have been established by theSecurities and Exchange Commission, and we are required to disclose any failureto timely file the required reports by these dates. Based solely on our reviewof the copies of these reports received by us or written representations fromreporting persons, We believe that during the fiscal year ended May 31,2005, all Section 16(a) filing requirements applicable to ourofficers, directors and greater-than-10% stockholders were complied with in atimely manner.

 

***Code of Ethics***

 

We have adopted a Global Business Code of Conduct thatapplies to our principal executive officer, principal financial officer,principal accounting officer or controller, or persons performing similarfunctions, and all of our other employees and non-employee directors. ThisGlobal Business Code of Conduct is posted on our website (www.lawson.com). Weintend to satisfy the disclosure requirement under Item 10 of Form 8-Kregarding an amendment to, or waiver from, a provision of the Global BusinessCode of Conduct that applies to our principal executive officer, principalfinancial officer, principal accounting officer or controller, or personsperforming similar functions, by posting such information on our website, atthe address specified above.

 

Our Corporate Governance Policy and charters for eachCommittee of our Board of Directors are also available on our website. OurGlobal Business Code of Conduct, Corporate Governance Policy and charters arealso available in print to any stockholder who submits a request to: LawsonSoftware, Inc., Attn: Corporate Secretary, 380 St. Peter Street, St. Paul,Minnesota 55102.

 

Information on our website is not deemed to beincorporated by reference into this Annual Report on Form 10-K.

 

## **Item 11. Executive Compensation**

## ** **

### ***ExecutiveCompensation and Other Information***

### *** ***

The following table sets forth information regardingexecutive compensation earned during the last three fiscal years with respectto our former chief executive officer and the other four most highlycompensated executive officers for the fiscal year ended May 31, 2005, onan individual basis.  In addition, thetable includes information on Sam Adams and Eric Morgan, two former

 

3

----

 

executive officers, who resigned during the fiscalyear ended May 31, 2005, but who would have otherwise qualified as one ofthe four most highly compensated executive officers.

 

### ***SummaryCompensation Table***

 
| ** **                      | ** ** | ** **       | ** ** | **Annual Compensation** | ** ** | **Long-Term  Compensation** | ** ** | ** **              | ** ** |
|---------------------------------|------------|------------------|------------|-------------------------|------------|-----------------------------|------------|-------------------------|------------|
| ** **                      | ** ** | ** **       | ** ** | **(1)**                 | ** ** | **Securities**              | ** ** | **All Other**           | ** ** |
| **Name and Principal Position** | ** ** | **Fiscal  Year** | ** ** | **Salary**              | ** ** | **Bonus  (2)**              | ** ** | **Underlying  Options** | ** ** | **Compensation  (3)** | ** ** |
| H. Richard  Lawson              |       | 2005             |       | $                       | 380,000    |                        | $          | 0                       |       | 0 |   | $ | 3,633 |   |
| Chairman of the  Board          |       | 2004             |       | 380,000                 |       | 0                           |       | 0                       |       | 8,034 |   |
|                            |       | 2003             |       | 380,000                 |       | 0                           |       | 0                       |       | 0 |   |
|                            |       |             |       |                    |       |                        |       |                    |       |   |   |
| John J. Coughlan  (4)           |       | 2005             |       | $                       | 462,789    |                        | $          | 127,600                 |       | 483,000 | (5) | $ | 3,000 |   |
| President and  Chief            |       | 2004             |       | 450,000                 |       | 566,280                     |       | 500,000                 |       | 2,625 |   |
| Executive  Officer              |       | 2003             |       | 450,000                 |       | 552,475                     |       | 81,000                  |       | 2,625 |   |
|                            |       |             |       |                    |       |                        |       |                    |       |   |   |
| Robert Barbieri                 |       | 2005             |       | $                       | 310,687    |                        | $          | 69,600                  |       | 142,000 |   | $ | 4,100 |   |
| Executive Vice  President       |       | 2004             |       | 300,000                 |       | 308,880                     |       | 125,000                 |       | 4,000 |   |
| and Chief  Financial and        |       | 2003             |       | 300,000                 |       | 251,125                     |       | 40,500                  |       | 4,000 |   |
| Performance  Officer            |       |             |       |                    |       |                        |       |                    |       |   |   |
|                            |       |             |       |                    |       |                        |       |                    |       |   |   |
| Dean J. Hager                   |       | 2005             |       | $                       | 269,201    |                        | $          | 72,200                  |       | 175,000 |   | $ | 4,100 |   |
| Executive Vice  President       |       | 2004             |       | 260,000                 |       | 219,049                     |       | 80,000                  |       | 4,000 |   |
| and Chief Product  Officer      |       | 2003             |       | 260,000                 |       | 226,013                     |       | 33,750                  |       | 4,000 |   |
|                            |       |             |       |                    |       |                        |       |                    |       |   |   |
| Brad Callahan  (6)              |       | 2005             |       | $                       | 128,106    |                        | $          | 205,000                 |       | 175,000 |   | $ | 0 |   |
| Executive Vice  President       |       | 2004             |       | —                  |       | —                      |       | —                  |       | — |   |
|                            |       | 2003             |       | —                  |       | —                      |       | —                  |       | — |   |
|                            |       |             |       |                    |       |                        |       |                    |       |   |   |
| Eric Morgan (7)                 |       | 2005             |       | $                       | 458,034    | (7)                         | $          | 0                       |       | 0 |   | $ | 4,100 |   |
| Executive Vice  President       |       | 2004             |       | 260,000                 |       | 272,922                     |       | 80,000                  |       | 4,000 |   |
|                            |       | 2003             |       | 260,000                 |       | 226,013                     |       | 33,750                  |       | 4,000 |   |
|                            |       |             |       |                    |       |                        |       |                    |       |   |   |
| Samuel H. Adams  (7)            |       | 2005             |       | $                       | 388,421    | (7)                         | $          | 0                       |       | 0 |   | $ | 1,367 |   |
| Senior Vice  President          |       | 2004             |       | 217,500                 |       | 167,696                     |       | 72,500                  |       | 2,108 |   |
|                            |       | 2003             |       | 213,125                 |       | 190,981                     |       | 31,500                  |       | 1,750 |   |

 

----

(1)          With respect to each ofthe named executive officers, the aggregate amount of perquisites and otherpersonal benefits, securities or property received was less than either $50,000or 10% of the total annual salary and bonus reported for such named executiveofficer.

(2)          Represents incentive andbonus payments earned in each of the respective fiscal years but paid in partfollowing the end of each such respective fiscal year.

(3)          All other compensationconsists of discretionary matching contributions to our 401(k) plan on behalfof each named executive officer, or certain other taxable benefits.

(4)          Mr. Coughlanresigned as executive officer effective June 10, 2005.

(5)          Of the 483,000 stockoptions granted during fiscal 2005, 435,000 stock options expired on June 30,2005 when Mr. Coughlan resigned as a full time employee of Lawson.

(6)          Mr. Callahan joinedthe company as an executive officer on November 1, 2004.

(7)          Messrs. Adams andMorgan resigned as executive officers effective September 10, 2004.  The salary column for fiscal 2005 includessalary and severance.

 

4

----

 

For the fiscal year ended May 31, 2005, ourexecutive officers (10 individuals) received an aggregate of $3,809,529 incompensation for their services, as well as stock option grants for 1,387,400shares of our common stock.  Certainexecutive officers have employment and severance arrangements described under “EmploymentAgreements—Agreements with Certain Executives and Directors.”

 

### ***StockOption Grants in Last Fiscal Year***

### *** ***

The following table sets forth the stock optionsgranted to our named executive officers during the fiscal year ended May 31,2005:

 
| ** **          | ** ** | ** **     | ** ** | **Number of  Securities  Underlying  Options  Granted** | ** ** | **% of Total  Options  Granted to  Employees  in Fiscal** | ** ** | **Exercise  Price** | ** ** | **Expiration** | ** ** | **Potential Realizable Value  at Assumed Annual Rates  of Stock Price Appreciation  for Option Term** | ** ** |
|---------------------|------------|----------------|------------|---------------------------------------------------------|------------|-----------------------------------------------------------|------------|---------------------|------------|----------------|------------|-------------------------------------------------------------------------------------------------------|------------|
| **Name**            | ** ** | **Grant Date** | ** ** | **(#)**                                                 | ** ** | **Year**                                                  | ** ** | **($/Share)**       | ** ** | **Date**       | ** ** | **5%**                                                                                                | ** ** | **10%** | ** ** |
| ** **          | ** ** | ** **     | ** ** | ** **                                              | ** ** | ** **                                                | ** ** | ** **          | ** ** | ** **     | ** ** | ** **                                                                                            | ** ** | ** ** | ** ** |
| H. Richard Lawson   |       | —         |       | —                                                  |       | —                                                    |       | $                   | —     |           | —     |                                                                                                  | —     |   | — |   |
|                |       |           |       |                                                    |       |                                                      |       |                |       |           |       |                                                                                                  |       |   |   |
| John H. Coughlan    |       | 10/05/2004     |       | 288,000                                                 |       | 11.2                                                      | %          | 5.84                |       | 10/05/2014     |       | $                                                                                                     | 1,056,960  | (1) | $ | 2,681,286 | (1) |
|                |       | 1/17/2005      |       | 195,000                                                 |       | 7.6                                                       |       | 6.71                |       | 1/17/2015      | (2)        | 822,900                                                                                               | (2)        | 2,084,550 | (2) |
|                |       |           |       |                                                    |       |                                                      |       |                |       |           |       |                                                                                                  |       |   |   |
| Robert G. Barbieri  |       | 10/05/2004     |       | 90,000                                                  |       | 3.5                                                       |       | 5.84                |       | 10/05/2014     |       | 330,300                                                                                               |       | 837,900 |   |
|                |       | 1/17/2005      |       | 52,000                                                  |       | 2.0                                                       |       | 6.71                |       | 1/17/2015      |       | 219,440                                                                                               |       | 555,880 |   |
|                |       |           |       |                                                    |       |                                                      |       |                |       |           |       |                                                                                                  |       |   |   |
| Brad Callahan       |       | 11/01/2004     |       | 125,000                                                 |       | 4.9                                                       |       | 5.72                |       | 11/01/2014     |       | 450,000                                                                                               |       | 1,140,000 |   |
|                |       | 1/17/2005      |       | 50,000                                                  |       | 2.0                                                       |       | 6.71                |       | 1/17/2015      |       | 211,000                                                                                               |       | 534,500 |   |
|                |       |           |       |                                                    |       |                                                      |       |                |       |           |       |                                                                                                  |       |   |   |
| Dean J. Hager       |       | 10/05/2004     |       | 115,000                                                 |       | 4.5                                                       |       | 5.84                |       | 10/05/2014     |       | 422,050                                                                                               |       | 1,070,650 |   |
|                |       | 1/17/2005      |       | 60,000                                                  |       | 2.3                                                       |       | 6.71                |       | 1/17/2015      |       | 253,200                                                                                               |       | 641,400 |   |
|                |       |           |       |                                                    |       |                                                      |       |                |       |           |       |                                                                                                  |       |   |   |
| Samuel H. Adams (3) |       | —         |       | —                                                  |       | —                                                    |       | —              |       | —         |       | —                                                                                                |       | — |   |
|                |       |           |       |                                                    |       |                                                      |       |                |       |           |       |                                                                                                  |       |   |   |
| Eric C. Morgan (3)  |       | —         |       | —                                                  |       | —                                                    |       | —              |       | —         |       | —                                                                                                |       | — |   |
|                     |            |                |            |                                                         |            |                                                           |            |                     |            |                |            |                                                                                                       |            |  |  |  |  |  |

 

----

(1)          The potential realizablevalue shown in the table is as of May 31, 2005.  Mr. Coughlan resigned as a full timeemployee on June 30, 2005.  Of the288,000 options granted on October 5, 2004, 48,000 were vested as of June 30,2005.  The 240,000 options that were notvested as of June 30, 2005 expired as of that date.  Accordingly, the potential realizable valueover the option term at the assumed annual rates of appreciation would be$176,160 for the 48,000 options at 5% per year and $446,880 for the 48,000options at 10% per year.  The 240,000options that expired on June 30, 2005 will have no potential realizablevalue after that date.

(2)          The 195,000 optionsgranted on January 17, 2005 were not vested as of June 30, 2005.  Accordingly, the 195,000 options wereterminated as of June 30, 2005 (Mr. Coughlan’s full time employmenttermination date) and will have no potential realizable value after that date.

(3)          Messrs. Adams andMorgan resigned as executive officers effective September 10, 2004.

 

The options shown in the above table were granted atan exercise price equal to the fair market value of our common stock on thedate of grant (based on the previous day’s closing price) and will expire10 years from the date of grant, unless earlier terminated. Optionsgranted to the named executive officers in October and November 2004generally vest monthly over four years, subject to acceleration upon certainevents.  Options granted to the namedexecutive officers in January 2005 vest on January 11, 2011, subjectto acceleration upon certain events.  During fiscal 2005, we granted options to purchase a total of 2,564,100shares of common stock to our employees who received stock options.

 

Potential realizable values are calculated by:

 

5

----

 

•                                          Multiplyingthe number of shares of common stock subject to a given option by the marketprice on the date of the grant;

 

•                                          Assuming thatthe amount derived from that calculation compounds at the annual 5% or 10%rates shown in the table for the entire ten-year term of the option; and

 

•                                          Subtractingfrom that result the total option exercise price.

 

The 5% and 10% assumed annual rates of stock priceappreciation are required by the rules of the Securities and ExchangeCommission and do not reflect our estimate or projection of future common stockprices. As of May 31, 2005, the closing price of our common stock was$5.92 per share.

 

### ***OptionExercises in Last Fiscal Year and Fiscal Year-End Option Values***

### *** ***

The following table sets forth the number and value ofoptions exercised by our named executive officers during the fiscal year ended May 31,2005, as well as the number and value of securities underlying unexercisedoptions held as of May 31, 2005.

 
| **Aggregated Option Exercises in Fiscal Year Ended May 31, 2005  and Fiscal Year-End Option Values** | ** ** |
|-----------------------------------------------------------------------------------------------------------|------------|
| ** **                                                                                                | ** ** | **Number  of Shares** | ** ** | **Value** | ** ** | **Numbers of Shares  Underlying Unexercised  Options at Year-End** | ** ** | **Value of Unexercised  In-the Money Options at  Year-End (1)** | ** ** |
| **Name**                                                                                                  | ** ** | **Acquired** | ** ** | **Realized** | ** ** | **Exercisable** | ** ** | **Unexercisable** | ** ** | **Exercisable** | ** ** | **Unexercisable** | ** ** |
| H. Richard Lawson                                                                                         |       | — |   | $ | — |   | — |   | — |   | $ | — |   | $ | — |   |
| John H. Coughlan                                                                                          |       | — |   | — |   | 2,403,681 |   | 737,147 |   | 7,671,436 |   | 37,905 |   |
| Robert G. Barbieri                                                                                        |       | — |   | — |   | 902,719 |   | 417,291 |   | 2,780,883 |   | 764,070 |   |
| Brad Callahan                                                                                             |       | — |   | — |   | 31,250 |   | 143,750 |   | 6,250 |   | 18,750 |   |
| Dean J. Hager                                                                                             |       | — |   | — |   | 524,572 |   | 239,851 |   | 1,504,202 |   | 115,272 |   |
| Samuel H. Adams (2)                                                                                       |       | 184,023 |   | 750,373 |   | — |   | — |   | — |   | — |   |
| Eric C. Morgan (2)                                                                                        |       | 609,342 |   | 2,495,804 |   | — |   | — |   | — |   | — |   |
|                                                                                                           |            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

----

(1)          The value of theunexercised options is determined by multiplying the number of sharesunderlying the options by the difference between the exercise price of theoptions and the fair market value of our common stock of $5.92 per share as of May 31,2005.

(2)          Messrs. Adams andMorgan resigned as employees effective January 4, 2005.  Because of their resignation as employees,all stock options held by Messrs. Adams and Morgan would have expired 90days later (on April 5, 2005) if not previously exercised.

 

### ***Compensationof Directors***

### *** ***

For the fiscal year ended May 31, 2005, ournon-employee directors, each received an annual director fee of $25,000, plus$1,000 for participating at each meeting of the Board or a committee, excludingregularly scheduled quarterly meetings. In addition, the chair of the Audit Committee received an annual fee of$12,000 and each of the chairs of the Compensation Committee and CorporateGovernance Committee received an annual fee of $10,000.  In the fiscal year ended May 31, 2005,we also paid Mr. Rocca a $10,000 stipend for additional

 

6

----

 

services incurred as Audit Committee chair during thatyear.  Our directors also receivedreimbursement of Board-related expenses. We provide to each of our directors personal umbrella liabilityinsurance coverage at an annual premium cost to us of approximately $2,672 perdirector. We also permit non-employee directors to participate in our 2001 and1996 Stock Incentive Plans, as described below, to the extent authorized by theBoard of Directors. For the fiscal year ended May 31, 2005, thenon-employee directors received an initial stock option grant to purchase40,000 shares of common stock when they were first elected or appointed to theBoard and an annual stock option grant to purchase 10,000 shares, in each caseat an exercise price equal to the fair market value of our common stock on thedate of the grant. These stock options are immediately exercisable and generallyexpire on the earlier of two years after resignation as a director or 10 yearsafter the grant date.

 

For the fiscal year ended May 31, 2005, ournon-employee directors received an aggregate of $268,500 in fees,reimbursements and benefits and stock option grants for 50,000 shares of ourcommon stock, in connection with their service on our Board of Directors.

 

Effective on June 1, 2005, we amended the stockoptions held by each of our non-employee directors to: (1) eliminate ourcall right to purchase shares issued after exercise and (2) allow thoseoptions to be exercised until the earlier of two years after resignation as adirector or the expiration date of the option.

 

***Agreements withCertain Executives and Directors***

 

On February 15, 2001, we entered into anemployment agreement with Robert G. Barbieri, which established his initialcompensation level and eligibility for salary increases, bonuses, benefits andoption grants under our stock option plans. The agreement may be terminated either by us or Mr. Barbieri at anytime, with or without cause.  If weterminate Mr. Barbieri’s employment without cause or if he terminates hisemployment for good reason, as defined in the agreement, we are responsible forpaying Mr. Barbieri executive severance benefits equal to 100% of hisannual base salary and target annual incentive compensation at the time oftermination and honoring obligations under certain benefit and option plans asprovided in the agreement.  The agreementalso contains a provision restricting Mr. Barbieri’s ability to competewith us for a period of one year following termination of employment undercertain circumstances, if the severance benefits are paid.

 

On June 2, 2005, John J. Coughlan and weannounced that he intended to resign from his positions as President, ChiefExecutive Officer and Director of Lawson. We entered into a Separation and Non-Compete Agreement and MutualRelease, dated as of June 2, 2005 (the “Separation Agreement”) with Mr. Coughlan.  Under the Separation Agreement, Mr. Coughlanresigned from those positions on June 10, 2005.   Mr. Coughlan received a bonus of$127,600 for the fiscal year ended May 31, 2005 in accordance with theterms of our executive bonus plan.  Mr. Coughlanremained a full-time employee through June 30, 2005, and will continue asa part-time employee for up to two years after that date with a salary of$1,000 per month.  Mr. Coughlanreceived a severance payment of $1 million, representing one times his annualbase salary and annual target bonus.  Atthe end of his full-time employment on June 30, 2005, Mr. Coughlanagreed to certain noncompetition and nonsolicitation restrictions for 12months, and certain releases.   As aresult of the negotiations with Mr. Coughlan that led to his change in

 

7

----

 

status from full-time to part-time employee and theother arrangements in the Separation Agreement, the Separation Agreement hasbeen determined to act as a deemed modification of 2.2 million vested andoutstanding stock options previously granted to Mr. Coughlan in prioryears.  Due to this deemed modification,we recorded a $6.3 million non-cash charge in the first quarter of fiscal 2006as a result of the applicable accounting rules, reflecting the difference betweenthe closing price of our common stock on June 2, 2005 ($5.26) and theexercise price for Mr. Coughlan’s vested and outstanding stock optionsgranted in 1999, 2000, 2002 and 2004.  Wedid not grant any new stock options to Mr. Coughlan in connection with theSeparation Agreement, and Mr. Coughlan did not receive any cash payments fromus in connection with the $6.3 million non-cash charge.

 

In a separate action by the our Board of Directors, onJune 1, 2005,  all outstanding stockoptions held by all executive officers of Lawson, including Mr. Coughlan,which had an exercise price that was greater than $5.95 per share (the closingprice for Lawson’s common stock on June 1, 2005), were amended to ceasevesting after termination of full-time employment and extend the exerciseperiod to two years from the end of each officer’s full-time employment.

 

On June 2, 2005, we entered into an employmentagreement with Harry Debes, which established his initial compensation leveland eligibility for salary increases, bonuses, benefits and stock awards underour equity plans.  The agreement alsoincludes two guaranteed incentive payments of $150,000 each for the respectiveperiods ending November 30, 2005 and May 31, 2006.  The agreement may be terminated either by usor Mr. Debes at any time, with or without cause.  If we terminate Mr. Debes’ employmentwithout cause or if he terminates his employment for good reason or for certainother circumstances described in the agreement, we are responsible for paying Mr. Debesexecutive severance benefits equal to 100% of his annual base salary and targetannual incentive compensation at the time of termination and honoringobligations under certain benefit and equity plans as provided in theagreement.  We would also pay Mr. Debesthose severance benefits if he elected to terminate his employment because theproposed acquisition of Intentia International AB had not closed by May 31,2006.  We would also pay the amount ofany excise tax under Section 280G of the Internal Revenue Code.  If that termination occurs during the fiscalyear ending May 31, 2006, we would also be responsible for paying anyunpaid guaranteed incentive payments for that fiscal year.  The agreement contains a provisionrestricting Mr. Debes’ ability to compete with us for a period of one yearfollowing termination of employment under certain circumstances, if theseverance benefits are paid.

 

If an executive officer is terminated other than forcause, it has been our past practice to provide a severance benefit equal tothe executive officer’s annual base salary at the time of termination.  This severance benefit is not available forexecutive officers with employment agreements.

 

On January 17, 2005, we adopted the ExecutiveChange in Control Severance Pay Plan for Tier 1 Executives, known as the “Tier1 Plan.”  The Tier 1 Plan applies to eachof our executive officers who are based in the United States and who report toour chief executive officer.  Under theTier 1 Plan, if within two years after a “Change in Control” of Lawson (asdefined in the Tier 1 Plan”), a Tier 1 executive is terminated (other than forcause) or leaves Lawson for good reason, then: (a) we would pay the Tier 1 Executive two times annual base salaryand two times the yearly average earned or target incentive compensation(depending on the person’s years of service as described in the Tier 1 Plan),plus certain benefits, (b) we would pay the amount of

 

8

----

 

any excise tax under Section 280G of the InternalRevenue Code and (c) to be eligible to receive those payments, the Tier 1executive must sign the general release, noncompete and other restrictivecovenants contained in Exhibit A to the Tier 1 Plan.  Any payments to a Tier 1 executive under theTier 1 Plan would be reduced by the amount of any other severance paymentsotherwise payable to that person under any other employment or severanceagreement.

 

Before we adopted the Tier 1 Plan in January 2005,we entered into separate change of control agreements with Dean J. Hager, BradCallahan and certain other executive officers, which provide compensation andbenefit arrangements in the event employment is terminated as a result of achange in control of Lawson, as defined in the agreements.  The agreements provide a severance benefitequal to the executive’s current annual base salary, outplacement service andpayment of certain other benefits.

 

### ***CompensationCommittee***

### *** ***

The Compensation Committee of the Board of Directorsconsists of Messrs. Hubers and Hudson. Mr. Hubers is the chair. TheCompensation Committee makes recommendations to the Board of Directorsconcerning executive compensation, stock option programs and administers ourequity-based benefit plans. The Compensation Committee operates under a writtencharter.

 

### ***CompensationCommittee Interlocks and Insider Participation***

### *** ***

Messrs. Hubers and Hudson are not executiveofficers of any entities for which any executive officer of Lawson serves as adirector or a member of the compensation committee, nor have they ever beenofficers or employees of Lawson.

 

9

----

 

## **Item 12.**                      Security Ownership of CertainBeneficial Owners and Management and Related Stockholder Matters

## ** **

### ***SecuritiesAuthorized for Issuance Under Equity Compensation Plans***

### *** ***

The following table provides information as of May 31,2005 with respect to the shares of our common stock that may be issued underour existing equity compensation plans.

 
| ** **                                              | ** ** | **A**                                                                                                 | ** ** | **B**                                                                                | ** ** | **C**                                                                                                                                       | ** ** |
|---------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------|------------|
| **Plan Category**                                       | ** ** | **Number of  Securities to be  Issued Upon  Exercise of  Outstanding  Options, Warrants  and Rights** | ** ** | **Weighted  Average Exercise  Price of  Outstanding  Options, Warrants  and Rights** | ** ** | **Number of  Securities  Remaining for  Future Issuance  Under Equity  Compensation Plans  (Excluding  Securities Reflected  in Column A)** | ** ** |
| Equity  Compensation Plans Approved by Stockholders     |       | 17,041,495                                                                                            |       | $                                                                                    | 4.71       |                                                                                                                                        | 51,001,824 |   |
| Equity  Compensation Plans Not Approved by Stockholders |       | 1,040,250                                                                                             |       | 4.64                                                                                 |       | —                                                                                                                                      |       |
| Total                                                   |       | 18,081,754                                                                                            |       | 4.71                                                                                 |       | 51,001,824                                                                                                                                  |       |
|                                                         |            |                                                                                                       |            |                                                                                      |            |                                                                                                                                             |            |  |

 

----

(1)          Includes: (a) 6,005,041shares remaining for future awards under the 1996 Stock Incentive Plan; (b) 26,893,388shares remaining for future awards under the 2001 Stock Incentive Plan,provided that the total awards under that plan during any fiscal year may notexceed the lower of 5,000,000 shares or 5% of our outstanding common stock and (c) 18,103,395shares remaining for future issuance under the 2001 Employee Stock PurchasePlan.

(2)          Includes 1,040,250shares issuable upon exercise of a five-year warrant granted to a customer in July 2000.  On July 18, 2005, that customerexercised the warrant in full on a net share issuance basis, and upon exercisewe issued 144,208 shares to that customer.

 

10

----

 

### ***SecurityOwnership of Principal Stockholders***

### *** ***

The following table sets forth information concerningbeneficial ownership of our common stock by persons who are known by us to ownmore than 5% of our common stock outstanding as of July 15, 2005 (exceptas noted below). Except as otherwise noted, the named holders have sole votingand investment power with respect to those shares shown as beneficially ownedby them.

 
| **Title of Class** | ** ** | **Name and Address of Beneficial Owner**                                                                                            | ** ** | **Amount and  Nature of  Beneficial  Ownership** | ** ** | **Percent of  Class** | ** ** |
|--------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------|------------|-----------------------|------------|
| Common Stock       |       | John J. Cerullo (1)  c/o Cerullo Family Limited Partnership  590 Park Street, #6  Capitol Professional Building  St. Paul, MN 55103 |       | 18,810,000                                       |       | 18.65                 |       |
| Common Stock       |       | H. Richard Lawson (2)  c/o Lawson Software, Inc.  380 St. Peter Street  St. Paul, MN 55102-1302                                |       | 14,386,375                                       |       | 14.26                 |       |
| Common Stock       |       | TA Associates, Inc. (3)  125 High Street  Suite 2500  Boston, MA 02110                                                    |       | 5,247,238                                        |       | 5.20                  |       |
| Common Stock       |       | Intentia International AB (4)  Vendevagen 89, Box 596 SE-182 15  Danderyd, Sweden                                                   |       | 34,967,320                                       |       | 34.67                 |       |
| Common Stock       | .          | Ronald Gutfleish (5)  c/o Elm Ridge Capital Management, LLC  747 Third Avenue, 33rd Floor  New York, NY 10017                       |       | 5,301,400                                        |       | 5.26                  |       |

 

----

(1)          We have relied upon theinformation supplied by John J. Cerullo, and Geraldine F. Cerullo in a Form 4furnished to the Securities and Exchange Commission as of August 12, 2004. Of the shares reported, 14,400,000 shares are held by the Cerullo FamilyLtd. Partnership and 4,410,000 shares are held by JGC Investments LimitedPartnership.  The 18,810,000 shares are beneficially owned by John J.Cerullo and Geraldine F. Cerullo.

(2)          We have relied upon theinformation supplied by H. Richard Lawson, Patricia Lawson and the LawsonFamily Investment Company, Ltd. in a Schedule 13D/A furnished to theSecurities and Exchange Commission as of May 10, 2005.  The 14,386,375 shares are beneficially ownedby H. Richard Lawson and Patricia Lawson. They share dispositive power with Lawson Family Investment Company, Ltd.over 12,764,590 of the shares, and hold 1,589,571 of the shares as tenants incommon.  H. Richard Lawson holds 32,214of the shares in the Lawson 401(k) plan.

(3)          We have relied upon theinformation supplied by affiliates of TA Associates, Inc. in a Schedule 13Gfurnished to the Securities and Exchange Commission as of February 2,2005. Of the shares reported, (a) TA IX L.P. has sole voting andinvestment power with respect to 4,105,817 shares, (b) TA/Atlantic andPacific IV L.P. has sole voting and

 

11

----

 

investmentpower with respect to 1,026,457 shares, (c) TA Investors LLC has solevoting and investment power with respect to 82,114 shares and (d) TAExecutives Fund LLC has sole voting and investment power with respect to 32,850shares.

(4)          We have relied upon theinformation supplied by Intentia International AB in a Schedule 13Dfurnished to the Securities and Exchange Commission as of June 10,2005.  Intentia International AB isdeemed to be the beneficial owner of the shares reported pursuant toirrevocable undertakings between Intentia International AB and certain of ourstockholders entered into in connection with the proposed acquisition ofIntentia International AB.  IntentiaInternational AB disclaims beneficial ownership of any of the shares.

(5)          We have relied upon theinformation supplied by Ronald Gutfleish in a Schedule 13G furnished tothe Securities and Exchange Commission as of June 27, 2005.  Ronald Gutfleish is the managing member ofElm Ridge Capital Management, LLC, which in turn manages one or more privateinvestment funds that hold the shares. Ronald Gutfleish shares voting and investment power over the shares withthe investment funds.

 

12

----

 

### ***SecurityOwnership of Directors, Director Nominees and Executive Officers***

### *** ***

The following table sets forth the number of shares ofour common stock beneficially owned at July 15, 2005 (except as notedbelow), as well as certain pro forma information regarding the beneficialownership of our common stock, by each of our directors, each director nomineeand each of our executive officers named in the Summary Compensation Tableincluded in this Annual Report under the caption “Executive Compensation andOther Information” above, and all of our directors, director nominees andexecutive officers as a group.

 

Beneficial ownership is determined in accordance withthe rules of the Securities and Exchange Commission, and includesgenerally voting power and/or investment power with respect to securities.Shares of common stock subject to options currently exercisable or exercisablewithin 60 days after July 15, 2005 are deemed outstanding forpurposes of computing the percentage beneficially owned by the person holdingsuch options but are not deemed outstanding for purposes of computing thepercentage beneficially owned by any other person. Unless otherwise indicated,the individuals listed in the table have sole voting and investment power withrespect to the shares shown as beneficially owned by them. The principaladdress of each of the stockholders below is c/o Lawson Software, Inc.,380 Saint Peter Street, St. Paul, Minnesota 55102-1302.

 
| **Name and Address of  Beneficial Owner**                                        | ** ** | **Number of  Shares Held** | ** ** | **Options  Exercisable  Within 60  Days** | ** ** | **Total**  | ** ** | **% of  Outstanding  Shares** | ** ** |
|----------------------------------------------------------------------------------|------------|----------------------------|------------|-------------------------------------------|------------|------------|------------|-------------------------------|------------|
| H. Richard  Lawson (1)                                                           |       | 14,386,375                 |       | 0                                         |       | 14,386,375 |       | 14.3                          | %          |
| Harry Debes (2)                                                                  |       | 110,000                    |       | 0                                         |       | 110,000    |       | *                             |       |
| Robert G.  Barbieri                                                              |       | 8,860                      |       | 1,132,064                                 |       | 1,140,924  |       | 1.1                           |       |
| Dean J. Hager                                                                    |       | 12,148                     |       | 571,376                                   |       | 583,524    |       | *                             |       |
| Brad Callahan                                                                    |       | 0                          |       | 31,250                                    |       | 31,250     |       | *                             |       |
| David J. Eskra                                                                   |       | 0                          |       | 60,000                                    |       | 60,000     |       | *                             |       |
| David R. Hubers                                                                  |       | 47,740                     |       | 42,260                                    |       | 90,000     |       | *                             |       |
| Thomas G. Hudson                                                                 |       | 13,870                     |       | 56,130                                    |       | 70,000     |       | *                             |       |
| Michael A. Rocca                                                                 |       | 5,000                      |       | 60,000                                    |       | 65,000     |       | *                             |       |
| All directors,  director nominees and executive officers as a group (12 persons) |       | 14,595,269                 |       | 2,746,345                                 |       | 17,341,614 |       | 16.7                          | %          |

 

----

*                 Represents lessthan 1% of the total shares outstanding.

(1)          14,386,375 shares arebeneficially owned by H. Richard Lawson and Patricia Lawson.  They share dispositive power with LawsonFamily Investment Company, Ltd. over 12,764,590 of the shares, and hold1,589,571 of the shares as tenants in common. H. Richard Lawson holds 32,214 of the shares in our 401(k) plan.

(2)          Includes 100,000restricted shares under our 1996 Stock Incentive Plan.

 

## **Item 13. Certain Relationships and RelatedTransactions**

## ** **

**None.**

** **

**13**

----

** **

## **Item 14. Principal Accounting Fees and Services**

## ** **

### ***FeesPaid to Independent Registered Public Accounting Firm***

### *** ***

The following is a summary of fees billed byPricewaterhouseCoopers LLP for audit and other professional services during thefiscal years ended May 31, 2005 and 2004:

 
| ** **                                                                                                                                                                                                              | ** ** | **2005**  | ** ** | **2004** | ** ** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------|------------|----------|------------|
| Audit Fees:                                                                                                                                                                                                             |       |      |       |     |       |
| Consists of fees  incurred for the audit of our consolidated financial statements for such  year, Section 404 attest services for fiscal 2005, review of our interim  financial statements and acquisition matters |       | $         | 1,419,858  |     | $          | 592,050 |   |
| Audit Related:                                                                                                                                                                                                          |       |      |       |     |       |
| Consists of fees  incurred for audits of acquired companies, due diligence services pertaining  to potential business acquisitions and employee benefit plan audits                                                     |       | 1,384,608 |       | 72,594   |       |
| Tax:                                                                                                                                                                                                                    |       |      |       |     |       |
| Consists of fees  incurred for tax advisory services, including compliance and planning                                                                                                                                 |       | 7,987     |       | 5,098    |       |
| All Other:                                                                                                                                                                                                              |       |      |       |     |       |
| Consists of fees  incurred for a subscription to an accounting and reporting library                                                                                                                                    |       | 1,500     |       | 1,400    |       |
|                                                                                                                                                                                                                    |       |      |       |     |       |   |   |
| Total All Fees                                                                                                                                                                                                          |       | $         | 2,813,953  |     | $          | 671,142 |   |

** **

The Audit Committee, after a review and discussionwith PricewaterhouseCoopers LLP of the preceding information, determined thatthe provision of these services was compatible with maintainingPricewaterhouseCoopers LLP’s independence.

 

### ***AuditCommittee Pre-Approval Policies and Procedures***

### *** ***

The Audit committee adopted pre-approval policies andprocedures for audit and non-audit services in March 2003. Since the dateof adoption, the Audit Committee has approved all of the services performed byPricewaterhouseCoopers LLP.

 

14

----

 

# **PART IV**

# ** **

## **Item 15. Exhibits, Financial Statement Schedules**

## ** **

(a)

 

3.             Exhibits.  The exhibits filed or incorporated byreference in response to Item 601 of Regulation S-K are listed in the Index toExhibits. 

 
| **Number** | ** ** | **Description**                                                                      |
|------------|------------|--------------------------------------------------------------------------------------|
| 31.1       |       | Certification  Pursuant to Section 302 of Sarbanes-Oxley Act-Harry Debes        |
| 31.2       |       | Certification  Pursuant to Section 302 of Sarbanes-Oxley Act-Robert G. Barbieri |

 

15

----

 

# **SIGNATURES**

# ** **

Pursuant to the requirements of Section 13 or 15(d) ofthe Securities and Exchange Act of 1934, the Registrant has duly caused thisAmendment No. 1 to be signed on its behalf by the undersigned, thereuntoduly authorized.

 
| Dated:  September 28, 2005 | LAWSON SOFTWARE,  INC. |
|---------------------------------|------------------------|
|                            |                   |
|                            | By:                    | /s/ Robert G.  Barbieri |   |
|                            |                   | Robert G.  Barbieri |
|                            |                   | Executive Vice  President and |
|                            |                   | Chief Financial  and Performance Officer |
| * *                        |                   | *(principal  financial and accounting officer)* |
|                                 |                        |  |  |  |

 

 

Pursuant to the requirements of the Securities Act of1934, the following persons in the capacities and on September 28, 2005have signed this Amendment No. 1 on Form 10-K/A.

 
| **Signature** | ** **             | **Title** |
|---------------|------------------------|-----------|
|          | *                      |      | Chairman |
|          | H. Richard  Lawson     |      |   |
|          |                   |      |   |
|          | *                      |      | President and  Chief Executive Officer and |
|          | Harry Debes            |      | Director*(principal executive officer)* |
|          |                   |      |   |
|          | *                      |      | Executive Vice  President and Chief |
|          | Robert G.  Barbieri    |      | Financial and  Performance Officer  (*principal financial and accounting  officer*) |
|          |                   |      |   |
|          | *                      |      | Director |
|          | David J. Eskra         |      |   |
|          |                   |      |   |
|          | *                      |      | Director |
|          | David R. Hubers        |      |   |
|          |                   |      |   |
|          | *                      |      | Director |
|          | Thomas G. Hudson       |      |   |
|          |                   |      |   |
|          | *                      |      | Director |
|          | Michael A. Rocca       |      |   |
|          |                   |      |   |
|          |                   |      |   |
| *By           | /s/ Robert G. Barbieri |      |
|          | Robert G.  Barbieri    |      |
|          | Attorney-in-Fact       |      |
|               |                        |           |  |  |  |

 

16

----

 

## **Index to Exhibits**

 
| **Number** | ** ** | **Description**                                                                      |
|------------|------------|--------------------------------------------------------------------------------------|
| 31.1       |       | Certification Pursuant to Section 302 of  Sarbanes-Oxley Act-Harry Debes        |
| 31.2       |       | Certification Pursuant to Section 302 of Sarbanes-Oxley  Act-Robert G. Barbieri |

 

17

----