- Annual Report of Employee Stock Plans (11-K)
March 25 2010 - 4:08PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31, 2009
OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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For the transition period from
to
Commission file number 0-15386
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A.
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Full title of the plan and the address of the plan, if different from that of the
issuer named below:
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Cerner Corporation Associate Stock Purchase Plan
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B.
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Name of issue of the securities held pursuant to the plan and the address of its
principal executive office:
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Cerner Corporation
2800 Rockcreek Parkway
North Kansas City, MO 64117
Required Information
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Report of Independent Registered Public Accounting Firm
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1
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Financial Statements and Schedule
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Financial Statements:
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Statements of Net Assets Available for Benefits
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2
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at December 31, 2009 and December 31, 2008
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Statements of Changes in Net Assets Available for Benefits
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3
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Years ended December 31, 2009, 2008 and 2007
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Notes to Financial Statements
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4
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Exhibit
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Exhibit 23 Consent of Independent Auditors
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SIGNATURE
The plan, pursuant to the requirements of the securities Exchange Act of 1934, the trustees (or
other persons who administer the employee benefit plan) have duly caused the annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
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ASSOCIATE STOCK PURCHASE PLAN
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Dated: March 25, 2010
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By:
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/s/
Marc G. Naughton
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Marc G. Naughton, Executive Vice
President and Chief Financial Officer
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Cerner Corporation
Associate Stock Purchase Plan
Financial Statements
December 31, 2009
(With Report of Independent Registered Public Accounting Firm Thereon)
Report of Independent Registered Public Accounting Firm
Board of Directors
Cerner Corporation Associate Stock Purchase Plan
Kansas City, Missouri
We have audited the accompanying statement of net assets available for benefits of the Cerner
Corporation Associate Stock Purchase Plan (Plan) as of December 31, 2009 and 2008, and the related
statement of changes in net assets available for benefits for the years ended December 31, 2009,
2008 and 2007. These financial statements are the responsibility of the Plans management. Our
responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatements. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31, 2009 and 2008 and
the changes in net assets available for benefits for the years ended December 31, 2009, 2008, and
2007 in conformity with U.S. generally accepted accounting principles.
/s/
Weaver & Martin, LLC
Kansas City, Missouri
March 25, 2010
1
Cerner Corporation Associate Stock Purchase Plan
Statement of Net Assets Available for Benefits
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December 31,
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2009
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2008
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Contributions receivable
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$
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2,139,799
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$
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1,706,966
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Refunds payable
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(47,773
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(47,524
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Net assets available for benefits
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$
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2,092,026
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$
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1,659,442
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See accompanying notes to financial statements.
2
Cerner Corporation Associate Stock Purchase Plan
Statement of Changes in Net Assets Available for Benefits
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For the Year Ended
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December 31,
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2009
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2008
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2007
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Participant contributions
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$
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7,487,946
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$
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7,137,525
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$
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7,343,151
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Distributions of stock purchases
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7,055,362
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7,450,192
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7,064,383
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Increase (decrease) in net assets
available for benefits
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432,584
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(312,667
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278,768
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Net assets availiable for benefits:
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Beginning of year
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1,659,442
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1,972,109
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1,693,341
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End of year
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$
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2,092,026
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$
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1,659,442
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$
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1,972,109
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See accompanying notes to financial statements.
3
1.
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Description of the Plan
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The following description of the Cerner Corporation Associate Stock Purchase Plan, as
amended and restated March 1, 2010 (the Plan) is provided for general information purposes
only. Reference should be made to the plan agreement for a more complete description of
the Plans provisions.
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General
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The Plan was adopted by Cerner Corporation effective May 25, 2001 and amended and restated
by Company management on March 1, 2010. The Plan is a non-qualified stock purchase plan
and therefore is not subject to the provisions of the Employee Retirement Income Security
Act of 1974 (ERISA).
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Eligibility
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All full-time associates are eligible to participate in the Plan except for:
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Associates who, as of the date of grant of an option, have been continuously
employed by the Company for less than two weeks
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Associates who, immediately upon the grant of an option, own directly or
indirectly, or hold options or rights to acquire under any agreement or Company
plan, an aggregate of 5% or more of the total combined voting
power or value of all outstanding shares of all classes of Company common stock
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Associates who are customarily employed by the Company for less than 20 hours per
week or for not more than five months in any calendar year
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Associates who are not paid in U.S. dollars
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Once associates have enrolled in the Plan, they are not required to re-enroll each option
period unless they have withdrawn from the Plan prior to the next enrollment period.
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Contributions
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Participants may elect to make after-tax contributions from 1% to 20% of compensation to
the Plan, subject to annual limitations determined by the Internal Revenue Service. The
elected contribution may be changed as often as desired. Participant contributions are
accumulated and held by the Company. The Company remits participant contributions to the
Plan at the end of each quarter. The contributions are then used to purchase shares of
Cerner Corporation common stock. Participants contributions are fully vested at all
times.
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4
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Distributions
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The Plan gives all eligible participants the opportunity to purchase shares of common Stock
at a 15% discount on the last day of the purchase period, as defined by the Plan. The Plan
will have four offerings of the Companys Common Stock each calendar year. Cerner applies
the balance of the funds withheld on behalf of each participant to purchase shares of
Cerner Corporation common stock and issues the shares to the participant. Participants
take ownership of the Cerner Corporation common stock once they have been purchased;
however, these shares may not be sold, transferred, or assigned for a period of one year
after the date issued. All stock is held in individual participants accounts, therefore
the Plan does not hold any investments.
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Termination and Death Payments
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Upon the termination of a participants employment with the Company for any reason other
than death, the funds withheld on behalf of the participant under the Plan will be frozen
to future accruals and the participant will be withdrawn from participation in the Plan.
At that time, the participant may give written notice to the plan administrator within
three business days after terminating of the participants desire to cancel his/her option
under the Plan, in which case the balance of all funds withheld on behalf of the
participant will be returned to the
participant. If the participant provides no such notice or if there are less than three
business days remaining before the last trading day of the current option period, then the shares of common stock will be purchased on such trading day.
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In the case of death of a participant, the balance of all funds withheld on behalf of the
deceased participant that have not been previously used to purchase common stock will be
delivered to the participants executor, administrator or other legal representative of the
participants estate.
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2.
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Summary of Significant Accounting Policies
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Basis of Accounting
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The accompanying financial statements are prepared on the accrual basis of accounting in
accordance with accounting principles generally accepted in the United States of America.
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Use of Estimates
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The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires the Plan administrator to make estimates
and assumptions that affect the reported amounts of assets and liabilities and changes
therein, and disclosure of contingent assets and liabilities. Accordingly, actual results
could differ from those estimates.
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Administrative Expenses
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Administrative expenses incurred by the Plan are paid by Cerner Corporation.
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5
3.
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Plan Termination
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Although Cerner does not have any present intention of doing so, it has the right under the
Plan to amend or terminate the Plan. In the event of termination, all funds withheld and
accumulated by the Company on behalf of the participants shall be distributed to the
participants in accordance with the Plan document.
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4.
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Tax Status
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The Plan is not exempt from taxation under Section 501(a) of the Internal Revenue Code (the
Code); however, the Plans intent is to satisfy the requirements of Section 423 of the
Code.
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6
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