## 

---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM 10-K/A
(AMENDMENT NO. 1)

(Mark One)

|/x/ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ------------------------------------------------------------------------------------

For the fiscal year ended May 31, 2000

OR

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

For the transition period from  to

Commission
File Number 0-22703

---

GREAT PLAINS SOFTWARE, INC.(Exact name of registrant as specified in its charter)

|MINNESOTA                                                      |  | 45-0374871                          
|-------------------------------------------------------------- |  | ------------------------------------
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification No.)
|1701 S.W. 38th Street,
Fargo, North Dakota                     |  | 58103                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(701) 281-0550(Registrant's telephone number, including area code)

Securities
registered pursuant to Section 12(b) of the Act:NoneSecurities registered pursuant to Section 12(g) of the Act:Common Stock, par value $.01 per share

---

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes /x/ No / /

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /x/

The
aggregate market value of Common Stock, par value $.01 per share, held by non-affiliates of the registrant as of July 26, 2000 was approximately $281,745,368
(based on the last sale price of such stock as quoted on the Nasdaq National Market ($18.422) on such date).

As
of July 26, 2000, the number of shares outstanding of the registrant's Common Stock, par value $.01 per share, was 19,906,692.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement dated August 7, 2000 for the 2000 Annual Meeting of Shareholders are incorporated by
reference into Part III of this Annual Report on Form 10-K (the "Form 10-K Report").

This Form 10-K Serves As The Company's 2000 Annual Report To Shareholders.

---

---

---

## 

On
August 11, 2000, Great Plains Software, Inc. (the "Company") filed its Annual Report on Form 10-K for the fiscal year ended May 31, 2000
(the "Annual Report"). This amendment is being filed solely for the purposes of revising the exhibit list, the description of Reports on Form 8-K and the signature page, and filing
three exhibits for the Annual Report.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K





|3.1  |  | Amended and Restated Articles of Incorporation, as amended (incorporated herein by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-1 filed March 5, 1997 (SEC File No.
 333-22833))                                                                                                                                                                                                                        
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2  |  | Amended Bylaws (incorporated herein by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q filed January 5, 1999)                                                                                                                                                                                                                                                                                                 
|10.1 |  | Lease Agreement, dated October 1, 1983, as amended, between the Company and West Acres Office Park (incorporated herein by reference to Exhibit 10.1 to the Company's Registration Statement on Form S-1 filed
March 5, 1997 (SEC File No. 333-22833)), as further amended by Amendments 5 & 6 to Lease Agreement (incorporated herein by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K filed August 11, 1999)
|10.2 |  | Lease Agreement, dated October 23, 1997, between the Company and IRET Properties (incorporated herein by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K filed August 11, 1999)                                                                                                                                                                                                                                 
|10.3 |  | 1983 Incentive Stock Option Plan, as amended (incorporated here herein by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-1 filed March 5, 1997 (SEC File No. 333-22833))
*                                                                                                                                                                                                                               
|10.4 |  | 1997 Stock Incentive Plan, as amended *                                                                                                                                                                                                                                                                                                                                                                                               
|10.5 |  | Outside Directors Stock Option Plan, as amended (incorporated herein by reference to Exhibit 10.6 to the Company's Annual Report on Form 10-K filed August 11, 1999) *                                                                                                                                                                                                                                                                
|10.6 |  | 1997 Employee Stock Purchase Plan, as amended                                                                                                                                                                                                                                                                                                                                                                                         

2

---

|10.7  |  | Registration Rights Agreement, dated as of June 24, 1994, between the Company and the holders of registerable securities named therein (incorporated here herein by reference to Exhibit 10.8 to the Company's
Registration Statement on Form S-1 filed March 5, 1997 (SEC File No. 333-22833))                                  
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.8  |  | Form of Nonemployee Director Stock Option Agreement (incorporated here herein by reference to Exhibit 10.12 to the Company's Registration Statement on Form S-1 filed March 5, 1997 (SEC File No.
 333-22833)) *                                                                                                                 
|10.9  |  | Purchase Agreement, dated December 15, 1999, between Great Plains Software, Inc. and Burgum 34 LLP **                                                                                                                                                                                                                            
|10.10 |  | Agreement, dated February 24, 2000, between Great Plains Software, Inc. and the shareholders of PWA Group Limited, identified in the Schedule attached thereto (incorporated herein by reference to Exhibit
 2.2 to the Company's Current Report on Form 8-K filed March 9, 2000)                                                
|10.11 |  | Share Purchase Agreement, dated February 24, 2000, between Great Plains Software, Inc. and the shareholders of PWA Group Limited, identified in Schedule 1 attached thereto (incorporated herein by
reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed March 9, 2000)                                    
|10.12 |  | Agreement and Plan of Merger, dated February 22, 2000, among Great Plains Software, Inc., GPS Acquisition, Inc., FRx Software Corporation and Michael L. Rohan (incorporated herein by reference to Exhibit
 2.1 to the Company's Current Report on Form 8-K filed April 4, 2000)                                                
|10.13 |  | Amendment to Agreement and Plan of Merger, dated March 15, 2000, among Great Plains Software, Inc., GPS Acquisition, Inc., FRx Software Corporation and Michael L. Rohan (incorporated herein by reference to
Exhibit 2.2 to the Company's Current Report on Form 8-K filed April 4, 2000)                                       
|10.14 |  | Agreement and Plan of Merger, dated May 1, 2000, among Great Plains Software, Inc., GPS Eagle, Inc., Solomon Software, Inc., Gary M. Harpst, Vernon M. Strong and Jack W. Ridge (incorporated herein by
reference to Exhibit 2.1 to the Company's Registration Statement on Form S-4 filed May 17, 2000 (SEC File No. 333-37188))
|21.1  |  | Subsidiaries of the Company **                                                                                                                                                                                                                                                                                                   
|23.1  |  | Consent of PricewaterhouseCoopers LLP **                                                                                                                                                                                                                                                                                         
|27.1  |  | Financial Data Schedule **                                                                                                                                                                                                                                                                                                       
|99.1  |  | Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private Securities Litigation Reform Act of 1995                                                                                                                                                                                                        

---



3

---



SIGNATURES TO ANNUAL REPORT

Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated:
August 7, 2000

| |  | GREAT PLAINS SOFTWARE, INC.
| |  | ---------------------------
| |  | By:                        

Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the date indicated.

|Signature                                 |  | Title                                                                                      |  | Date          
|----------------------------------------- |  | ------------------------------------------------------------------------------------------ |  | --------------
|                                          |  |                                                                                            |  |               
|/s/DOUGLAS J. BURGUMDouglas J. Burgum     |  | President, Chief Executive
Officer and Chairman of the Board
(principal executive officer) |  | August 7, 2000
|/s/TAMI L. RELLERTami L. Reller           |  | Chief Financial Officer
(principal financial officer)                                      |  | August 7, 2000
|/s/DAVID K. EDSONDavid K. Edson           |  | Controller (principal accounting officer)                                                  |  | August 7, 2000
|/s/BRADLEY J. BURGUMBradley J. Burgum     |  | Director                                                                                   |  | August 7, 2000
|/s/FREDERICK W. BURGUMFrederick W. Burgum |  | Director                                                                                   |  | August 7, 2000
|/s/J.A. HEIDI ROIZENJ.A. Heidi Roizen     |  | Director                                                                                   |  | August 7, 2000
|                                          |  |                                                                                            |  |               

4

---

|/s/JOSEPH S. TIBBETTS, JR.Joseph S. Tibbetts, Jr. |  | Director |  | August 7, 2000
|------------------------------------------------- |  | -------- |  | --------------
|/s/JAMES LELAND STRANGEJames Leland Strange       |  | Director |  | August 7, 2000
|                                                  |  |          |  |               

5

---

## 

SIGNATURES

Pursuant to the requirements of Section 13 and 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to Report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|Dated: October 31, 2000 |  | GREAT PLAINS SOFTWARE, INC.
|----------------------- |  | ---------------------------
|                        |  | BY                         

6

---

## QuickLinks