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, 2002
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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' 1
Financial Statements and Schedule
Financial Statements:
Statements of Net Assets Available for Participants
at December 31, 2002 and December 31, 2001 2
Statements of Changes in Net Assets Available for
Participants Year ended December 31, 2002 and six months
ended December 31, 2001 3
Notes to Financial Statements 4
Exhibit
Exhibit 23 -- Consent of Independent Auditors' 6
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.
ASSOCIATE STOCK PURCHASE PLAN
Dated: March 31, 2003 By: \s\ Marc G. Naughton
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CERNER CORPORATION
ASSOCIATE STOCK PURCHASE PLAN
Financial Statements
December 31, 2002 and 2001
(With Independent Auditors' Report Thereon)
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Cerner Corporation:
We have audited the accompanying statements of net assets available for
participants of the Cerner Corporation Associate Stock Purchase Plan as of
December 31, 2002 and 2001, and the related statements of changes in net assets
available for participants for the year ended December 31, 2002 and the six
months ended 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 audits.
We conducted our audits 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 audits provide 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, 2002 and 2001, and
the changes in net assets available for participants for the year ended December
31, 2002 and the six months ended December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America.
/s/ KPMG LLP
Kansas City, Missouri
March 7, 2003
CERNER CORPORATION
ASSOCIATE STOCK PURCHASE PLAN
Statements of Net Assets Available for Participants
December 31, 2002 and 2001
2002 2001
----------- -----------
Contributions receivable $ 880,143 722,876
Amounts payable to participants (31,870) --
----------- -----------
Net assets available for participants $ 848,273 722,876
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See accompanying notes to financial statements.
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CERNER CORPORATION
ASSOCIATE STOCK PURCHASE PLAN
Statements of Changes in Net Assets Available for Participants
Year ended December 31, 2002 and six months ended December 31, 2001
2002 2001
---------- ----------
Associate contributions $ 3,834,251 1,336,612
Distributions to participants:
Distributions for stock purchases 3,708,854 613,736
---------- ----------
Increase in net assets available for participants 125,397 722,876
Net assets available for participants:
Beginning of year 722,876 --
---------- ----------
End of year $ 848,273 722,876
========== ==========
See accompanying notes to financial statements.
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CERNER CORPORATION
ASSOCIATE STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 2002 and 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.
(Continued)
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CERNER CORPORATION
ASSOCIATE STOCK PURCHASE PLAN
Notes to Financial Statements
December 31, 2002 and 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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