FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Made2Manage Systems, Inc.
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(Exact name of registrant as specified in its charter)
Indiana 35-1665080
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9002 Purdue Road, Indianapolis, Indiana 46268
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(Address of Principal Executive Offices) (Zip Code)
Made2Manage Systems, Inc. 1999 Stock Option Plan
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(Full title of the plan)
Stephen R. Head, Made2Manage Systems, Inc.
9002 Purdue Road, Indianapolis, Indiana 46268
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(Name and address of agent for service)
(317) 532-7000
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(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
Calculation of Registration Fee
<S> <C> <C> <C> <C>
Proposed
Proposed maximum
Title of securities Amount to maximum offering aggregate offering Amount of
to be registered(1) be registered price per unit(2) price(2) registration fee
- ------------------- ------------- ----------------- ------------------ ----------------
Common Stock 200,000 $6.83 $1,366,000 $379.75
<FN>
(1) Pursuant to Rule 416(b) of the Securities Act of 1933, as amended (the
"Act"), this Registration Statement also covers 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 August 16, 1999.
</FN>
</TABLE>
<PAGE>
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 annual report on Form 10-K for the year ended December 31,
1998, File No. 000-23459.
(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.
In addition, all documents filed by the registrant or the Made2Manage Systems,
Inc. 1999 Stock Option Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14,
and 15(d) of the Exchange Act after December 31, 1998, 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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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.
<PAGE>
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 August 19, 1999.
MADE2MANAGE SYSTEMS, INC.
By: /s/
-------------------------------
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:
Capacity
Signature With Registrant Date
- --------- --------------- ----
/s/ President, Chief Executive Officer and 8/19/99
- ---------------------- Director (Principal Executive Officer)
David B. Wortman
<PAGE>
/s/ Vice President, Finance and 8/19/99
- ---------------------- Administration, Chief Financial
Stephen R. Head Officer, Secretary and Treasurer
(Principal Financial Officer and
Principal Accounting Officer)
/s/ Chairman of the Board of Directors 8/19/99
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Ira Coron
/s/ Director 8/19/99
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Michael P. Cullinane
/s/ Director 8/19/99
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John M. Dillon
/s/ Director 8/19/99
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Richard G. Halperin
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 August 19, 1999.
MADE2MANAGE SYSTEMS, INC.
1999 STOCK OPTION PLAN
By:/s/
--------------------------------
Stephen R. Head, Vice President,
Finance and Administration
<PAGE>
MADE2MANAGE SYSTEMS, INC.
Registration Statement
on
Form S-8
<TABLE>
<CAPTION>
INDEX TO EXHIBITS
<S> <C> <C>
Exhibit Number
Assigned in
Regulation S-K Exhibit
Item 601 Number Description of Exhibit
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(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)
Amended and Restated Code of By-Laws of Made2Manage Systems, Inc.
4.02 (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 bya 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 PricewaterhouseCoopers, LLP, 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
</TABLE>
Exhibit 5.01
August 19, 1999
Board of Directors
Made2Manage Systems, Inc.
9002 Purdue Road
Indianapolis, Indiana 46268
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"), 200,000 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, Inc. 1999 Stock Option 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 also have
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. Minutes for Board of Directors Meetings held on January 26, 1999, relating
to the approval of the Plan and reserving shares for issuance under the
Plan (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 hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (pursuant to the Made2Manage Systems, Inc. 1999 Stock
Option Plan) of our report dated March 1, 1999 relating to the consolidated
financial statements and financial statement schedules of Made2Manage Systems,
Inc., which appears in Made2Manage Systems, Inc.'s Annual Report on Form 10-K
for the year ended December 31, 1998.
/S/
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PricewaterhouseCoopers L.L.P.
Indianapolis, Indiana
August 19, 1999
