þ | ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] |
A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
B. | Name of issue of the securities held pursuant to the plan and the address of its principal executive office: |
ASSOCIATE STOCK PURCHASE PLAN |
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Dated: March 25, 2011 | By: | /s/ Marc G. Naughton | ||
Marc G. Naughton, Executive Vice | ||||
President and Chief Financial Officer |
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December 31, | ||||||||
2010 | 2009 | |||||||
Contributions receivable |
$ | 2,407,321 | $ | 2,139,799 | ||||
Refunds payable |
(74,149 | ) | (47,773 | ) | ||||
Net assets available for benefits |
$ | 2,333,172 | $ | 2,092,026 | ||||
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For the Years Ended | ||||||||||||
December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
Participant contributions |
$ | 8,996,830 | $ | 7,487,946 | $ | 7,137,525 | ||||||
Distributions of stock purchases |
8,755,684 | 7,055,362 | 7,450,192 | |||||||||
Increase (decrease) in net
assets
available for benefits |
241,146 | 432,584 | (312,667 | ) | ||||||||
Net assets available for benefits: |
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Beginning of year |
2,092,026 | 1,659,442 | 1,972,109 | |||||||||
End of year |
$ | 2,333,172 | $ | 2,092,026 | $ | 1,659,442 | ||||||
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1. | Description of the Plan | ||
The following description of the 2001 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. | |||
General | |||
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). | |||
Eligibility | |||
All full-time associates are eligible to participate in the Plan except for: |
| Associates who, as of the date of grant of an option, have been continuously employed by the Company for less than two weeks | ||
| 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 | ||
| 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 | ||
| Associates who are not paid in U.S. dollars |
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. | |||
Contributions | |||
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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Distributions | |||
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. | |||
Termination and Death Payments | |||
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. | |||
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. | |||
2. | Summary of Significant Accounting Policies |
Basis of Accounting | |||
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. | |||
Use of Estimates | |||
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. | |||
Administrative Expenses | |||
Administrative expenses incurred by the Plan are paid by Cerner Corporation. |
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Subsequent Event Evaluation | |||
The Company evaluated subsequent events through the date these financial statements were issued, and concluded there were no subsequent events to recognize or disclose. | |||
3. | Plan Termination |
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. | |||
4. | Tax Status |
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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