UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________ to ______________
Commission file number 0-15386
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Cerner Corporation Associate Stock Purchase Plan
2800 Rockcreek Parkway
Kansas City, MO 64117
B. Name of issue of the securities held pursuant to the plan and the address
of its principal executive office:
REQUIRED INFORMATION
Report of Independent Auditors' 3
Financial Statements and Schedule
Financial Statements:
Statements of Net Assets Available for Participants
at December 31, 2001 4
Statements of Changes in Net Assets Available for Participants
Period from inception (July 1, 2001) through December 31, 2001 5
Notes to Financial Statements 6
Exhibit
Exhibit 23 - Consent of Independent Auditors' 8
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 this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
ASSOCIATE STOCK PURCHASE PLAN
Dated: June 28, 2002 By: \s\ Marc G. Naughton
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INDEPENDENT AUDITORS' REPORT
The Board of Directors
Cerner Corporation:
We have audited the accompanying statement of net assets available for
participants of the Cerner Corporation Associate Stock Purchase Plan as of
December 31, 2001 and the related statement of changes in net assets available
for participants for the period from inception, July 1, 2001, through December
31, 2001. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 participants of the Cerner
Corporation Associate Stock Purchase Plan as of December 31, 2001 and the
changes in net assets available for participants for the period from inception,
July 1, 2001, through December 31, 2001, in conformity with accounting
principles generally accepted in the United States of America.
Kansas City, Missouri
May 31, 2002
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CERNER CORPORATION
ASSOCIATE STOCK PURCHASE PLAN
Statement of Net Assets Available for Participants
December 31, 2001
Contributions receivable $722,876
--------
Net assets available for participants $722,876
========
See accompanying notes to financial statements
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CERNER CORPORATION
ASSOCIATE STOCK PURCHASE PLAN
Statement of Changes in Net Assets Available for Participants
Period from inception (July 1, 2001) through December 31, 2001
Associate contributions $1,336,612
Distributions to participants 613,736
----------
Increase in net assets available for participants 722,876
Net assets available for participants:
Beginning of period --
----------
End of period $ 722,876
==========
See accompanying notes to financial statements
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CERNER CORPORATION
ASSOCIATE STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 2001
(1) DESCRIPTION OF THE PLAN
The following description of the Cerner Corporation Associate Stock
Purchase Plan (the Plan) is provided for general information purposes
only. Reference should be made to the Plan Agreement for a more complete
description of the Plan's provisions.
(a) GENERAL
The Plan was adopted by Cerner Corporation (the Company or Plan
Administrator) effective July 1, 2001. The Plan is administered by
the Company.
(b) 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; and
- associates who are customarily employed by the Company for
less than twenty hours per week or for not more than five
months in any calendar year.
(c) CONTRIBUTIONS
Participants may elect to make contributions from 1% to 20% of
compensation to the Plan, subject to annual limitations determined
by the Internal Revenue Service. Participants may purchase Cerner
Corporation Common Stock (Common Stock) at a 15% discount on the
last day of the purchase period. The Plan will have four offerings
of the Company's Common Stock each calendar year. 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. Associates take ownership of the
Common Stock shares once they have been purchased in any option
period, however, these shares may not be sold, transferred, or
assigned for a period of one year after the date issued.
Accordingly, Common Stock is not held in the Plan.
(d) TRUSTEE
The Trustee/Recordkeeper of the Plan is AST, which is a subsidiary
of Solomon Smith Barney. The Trustee holds all assets of the Plan
and executes all investment activity in accordance with the
provisions of the Plan Agreement.
(e) DISTRIBUTIONS
On the purchase date, Cerner will apply the balance of the
Participant's Payment Account to the purchase of the number of
shares of Common Stock and issue the shares to the Participant.
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CERNER CORPORATION
ASSOCIATE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2001
(f) PLAN TERMINATION
Although they do not have any present intention of doing so, the
Company has the right under the Plan to terminate the Plan. In the
event of termination, net assets shall be distributed to
participants in accordance with their account balances.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF ACCOUNTING
The accompanying financial statements have been prepared on the
accrual basis of accounting.
(b) 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 net assets
available for benefits at the date of the financial statements,
and the reported amounts of changes in net assets available for
benefits during the reporting period. Actual results could differ
from those estimates.
(3) FEDERAL INCOME TAXES
The Plan is not exempt from taxation under Section 501(a) of the Internal
Revenue Code (the Code), however, the Plan's intent is to satisfy the
requirements of Section 423 of the Code. The Plan Administrator is not
aware of any activity or transactions that may adversely affect the
qualified status of the Plan.
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INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Cerner Corporation:
We consent to incorporation by reference in the registration statements (No.
333-77029, No. 333-75308, No. 333-70170, No. 33-56868, No. 33-55082, No.
33-41580, No. 33-39777, No. 33-39776, No. 33-20155, and No. 33-15156) on Form
S-8 of Cerner Corporation of our report, dated May 31, 2002, relating to the
statement of net assets available for participants of the Cerner Corporation
Associate Stock Purchase Plan as of December 31, 2001, and the related statement
of changes in net assets available for participants for the period from
inception, July 1, 2001, through December 31, 2001.
Kansas City, Missouri
June 28, 2002
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