8
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MADE2MANAGE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
INDIANA . . . . . . . . . . . . . . . . . . . . . . . . . . . 35-1665080
(State or other jurisdiction of. . . . . . . . . . . . . . . (I.R.S. Employer
incorporation or organization). . . . . . . . . . . . . . . . Identification No.)
9002 PURDUE ROAD, INDIANAPOLIS, INDIANA . . . . . . . . . . . 46268
(Address of Principal Executive Offices). . . . . . . . . . . (Zip Code)
MADE2MANAGE SYSTEMS, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
STEPHEN R. HEAD, MADE2MANAGE SYSTEMS, INC.
9002 PURDUE ROAD, INDIANAPOLIS, INDIANA 46268
(Name and address of agent for service)
(317) 875-9750
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed
Proposed maximum
Title of securities. Amount to be maximum offering aggregate offering Amount of
to be registered(1). registered price per unit(2) price(2) registration fee
Common Stock . . . . 100,000 $ 7.375 $ 737,500 $ 217.56
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(1)In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Act") this Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein. Furthermore, pursuant
to Rule 416(b) of the Act, there are being registered such additional shares as may be issuable
as a result of stock splits and stock dividends on, and similar capital changes to, the
registered securities.
(2)The registration fee has been calculated pursuant to Rule 457(c) and (h) based upon the
average of the high and low prices for the shares of Common Stock as reported on the National
Association of Securities Dealers Automatic Quotation System on January 23, 1998.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following information heretofore filed with the Securities Exchange Commission
("Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), is incorporated herein by reference:
(a) The registrant's prospectus filed with the Commission pursuant to Rule 424(b) under the
Act on December 19, 1997, File No. 333-38177.
(b) The description of the registrant's Common Stock and the Specimen Certificate for
shares of Common Stock contained in the registrant's Registration Statement on Form S-1, dated
November 24, 1997, File No. 333-38177.
(c) All documents filed by the registrant or the Made2Manage Inc. Stock Option Plan
("Plan") pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act after the date of
this Registration Statement and prior to the filing of a post-effective amendment indicating
that all of the securities offered hereby have been sold or deregistering all such securities
then remaining unsold shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of those documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Indiana Business Corporation Law ("IBCL"), the provisions of which govern the Registrant,
empowers an Indiana corporation to indemnify present and former directors, officers, employees,
or agents or any person who may have served at the request of the corporation as a director,
officer, employee, or agent of another corporation ("Eligible Persons") against liability
incurred in any proceeding, civil or criminal, in which the Eligible Person is made a party by
reason of being or having been in any such capacity, or arising out of his status as such, if
the individual acted in good faith and reasonably believed that (a) the individual was acting
in the best interests of the corporation, or (b) if the challenged action was taken other than
in the individual's official capacity as an officer, director, employee or agent, the
individual's conduct was at least not opposed to the corporation's best interests, or (c) if in
a criminal proceeding, either the individual had reasonable cause to believe his conduct was
lawful or no reasonable cause to believe his conduct was unlawful.
The IBCL further empowers a corporation to pay or reimburse the reasonable expenses incurred by
an Eligible Person in connection with the defense of any such claim, including counsel fees;
and, unless limited by its Articles of Incorporation, the corporation is required to indemnify
an Eligible Person against reasonable expenses if he is wholly successful in any such
proceeding, on the merits or otherwise. Under certain circumstances, a corporation may pay or
reimburse an Eligible Person for reasonable expenses prior to final disposition of the matter.
Unless a corporation's articles of incorporation otherwise provide, an Eligible Person may
apply for indemnification to a court which may order indemnification upon a determination that
the Eligible Person is entitled to mandatory indemnification for reasonable expenses or that
the Eligible Person is fairly and reasonably entitled to indemnification in view of all the
relevant circumstances without regard to whether his actions satisfied the appropriate standard
of conduct.
Before a corporation may indemnify any Eligible Person against liability or reasonable expenses
under the IBCL, a quorum consisting of directors who are not parties to the proceeding must (1)
determine that indemnification is permissible in the specific circumstances because the
Eligible Person met the requisite standard of conduct, (2) authorize the corporation to
indemnify the Eligible Person and (3) if appropriate, evaluate the reasonableness of expenses
for which indemnification is sought. If it is not possible to obtain a quorum of uninvolved
directors, the foregoing action may be taken by a committee of two or more directors who are
not parties to the proceeding, special legal counsel selected by the Board or such a committee,
or by the shareholders of the corporation.
In addition to the foregoing, the IBCL states that the indemnification it provides shall not be
deemed exclusive of any other rights to which those indemnified may be entitled under any
provision of the articles of incorporation or bylaws, resolution of the board of directors or
shareholders, or any other authorization adopted after notice by a majority vote of all the
voting shares then issued and outstanding. The IBCL also empowers an Indiana corporation to
purchase and maintain insurance on behalf of any Eligible Person against any liability asserted
against or incurred by him in any capacity as such, or arising out of his status as such,
whether or not the corporation would have had the power to indemnify him against such
liability.
Reference is made to Article 8 of the Articles of Incorporation of the registrant concerning
indemnification of directors, officers, employees and agents. Such Article indemnifies the
directors, officers, employees and agents to the fullest extent permitted by the IBCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits, page 8.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act
of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the information set forth
in the registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any material change to
such information in the registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Indianapolis, State of Indiana, on January 28, 1998.
MADE2MANAGE SYSTEMS, INC.
By: /S/ David B. Wortman
David B. Wortman, President and Chief Executive Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears below constitutes and
appoints Stephen R. Head and David B. Wortman, and each or any of them (with full power to
act alone), his or her true and lawful attorneys-in-fact and agents with full power of
substitution and resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration Statement, and to file
the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto those attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that those attorneys-in-fact and agents, or
their substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities and on the date indicated:
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SIGNATURE . . . . . . . CAPACITY DATE
WITH REGISTRANT
/S/ David B. Wortman. . President, Chief Executive Officer and 1-28-98
David B. Wortman. . . . Director (Principal Executive Officer)
/S/ Stephen R. Head . . Vice President, Finance and 1-28-98
Stephen R. Head . . . . Administration, Chief Financial
Officer, Secretary and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
/S/ Ira Coron . . . . . Chairman of the Board of Directors 1-28-98
Ira Coron
/S/ Gregory F. Ehlinger Director 1-28-98
Gregory F. Ehlinger
/S/ Standish H. O'Grady Director 1-28-98
Standish H. O'Grady
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Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized in the City of
Indianapolis, State of Indiana, on January 28, 1998.
MADE2MANAGE SYSTEMS, INC.
STOCK OPTION PLAN
By: /S/ Stephen R. Head
Title: Vice President, Finance and Administration
MADE2MANAGE SYSTEMS, INC.
REGISTRATION STATEMENT
ON
FORM S-8
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INDEX TO EXHIBITS
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EXHIBIT NUMBER
ASSIGNED IN
REGULATION S-K. EXHIBIT
ITEM 601. . . . NUMBER DESCRIPTION OF EXHIBIT
(4) . . . . . . 4.01 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
MADE2MANAGE SYSTEMS, INC. (INCORPORATED BY
REFERENCE TO EXHIBIT 3.1 TO REGISTRATION STATEMENT ON
FORM S-1, FILE NO. 333-38177)
4.02 AMENDED AND RESTATED CODE OF BY-LAWS OF
MADE2MANAGE SYSTEMS, INC. (INCORPORATED BY
REFERENCE TO EXHIBIT 3.2 TO REGISTRATION STATEMENT ON
FORM S-1, FILE NO. 333-38177)
4.03 SPECIMEN CERTIFICATE FOR COMMON SHARES
(INCORPORATED BY REFERENCE TO EXHIBIT 4.1 TO
REGISTRATION STATEMENT ON FORM S-1, FILE NO. 333-
38177)
(5) . . . . . . 5.01 OPINION OF ICE MILLER DONADIO & RYAN
(15) NOT APPLICABLE
(23). . . . . . 23.01 CONSENT OF COOPERS & LYBRAND L.L.P., INDEPENDENT
PUBLIC ACCOUNTANTS
23.02 CONSENT OF ICE MILLER DONADIO & RYAN (PROVIDED IN
EXHIBIT 5.01)
(24) POWER OF ATTORNEY (SEE SIGNATURE PAGE)
(28) NOT APPLICABLE
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January 28, 1998
Board of Directors
Made2Manage Systems, Inc.
9002 Purdue Road
Indianapolis, Indiana 46268
Ladies and Gentlemen:
We have acted as counsel to Made2Manage Systems, Inc., an Indiana corporation
(the "Company"), in connection with the filing of a Registration Statement on
Form S-8 (the "Registration Statement"), with the Securities and Exchange
Commission (the "Commission") for the purposes of registering under the
Securities Act of 1933, as amended (the "Securities Act"), 100,000 shares of
the Company's authorized but unissued Common Stock, no par value, (the
"Shares") issuable upon exercise of stock options which may be granted under
the Made2Manage Systems, Inc. Employee Stock Purchase Plan (the "Plan").
In connection therewith, we have investigated those questions of law as we
have deemed necessary or appropriate for purposes of this opinion. We have
also examined originals, or copies certified or otherwise identified to our
satisfaction, of those documents, corporate or other records, certificates and
other papers that we deemed necessary to examine for purposes of this opinion,
including:
1. Resolutions dated November 21, 1997 relating to the adoption of the Plan
by the Company's Board of Directors and shareholders (the "Resolutions");
2. The Registration Statement;
3. The Plan; and
4. A certified copy of the Company's Articles of Amendment of the Articles of
Incorporation, file-stamp dated December 22, 1997.
We have also relied, without investigation as to the accuracy thereof, on oral
and written communications from public officials and officers of the Company.
For purposes of this opinion, we have assumed (i) the genuineness of all
signatures of all parties other than the Company; (ii) the authenticity of all
documents submitted to us as originals and the conformity to authentic
originals of all documents submitted to us as certified or photostatic copies;
(iii) that the Resolutions will not be amended, altered or superseded prior to
the issuance of the Shares; and (iv) that no changes will occur in the
applicable law or the pertinent facts prior to the issuance of the Shares.
Based upon the foregoing and subject to the qualifications set forth in this
letter, we are of the opinion that the Shares are validly authorized and, when
(a) the pertinent provisions of the Securities Act and all relevant state
securities laws have been complied with and (b) the Shares have been delivered
against payment therefor as contemplated by the Plan, the Shares will be
legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of
the Securities Act or under the rules and regulations of the Commission
relating thereto.
Very truly yours,
/S/ ICE MILLER DONADIO & RYAN
Exhibit 23.01
Consent of Independent Accountants
We consent to the incorporation by reference in the registration statement of
Made2Manage Systems, Inc. on Form S-8, pursuant to the Made2Manage Systems,
Inc. Employee Stock Purchase Plan, of our report dated November 12, 1997, on
our audits of the financial statements and financial statement schedules of
Made2Manage Systems, Inc. as of December 31, 1995 and 1996 and September 30,
1997, and for the three years in the period ended December 31, 1996 and for
the nine months ended September 30, 1997.
/S/ Coopers & Lybrand L.L.P.
Indianapolis, Indiana
January 28, 1998
