<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________
REGISTRATION STATEMENT
ON FORM S-8
Under
THE SECURITIES ACT OF 1933
COMMISSION FILE NO. 0-23057
LOGILITY, INC.
--------------
(Exact name of registrant as specified in its charter)
GEORGIA 58-2281338
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
Logility, Inc.
470 East Paces Ferry Road
Atlanta, Georgia 30305
(404) 261-9777
- --------------------------------------------------------------------------------
(Address of registrant's Principal Executive Offices)
Logility, Inc. 1997 Stock Plan
(Full title of the plan)
----------------------------------------
Henry B. Levi
Gambrell & Stolz, L.L.P.
Suite 4300, SunTrust Plaza
303 Peachtree Street, N.E.
Atlanta, Georgia 30308
(404) 577-6000
- -------------------------------------------------------------------------------
(Name and address of agent for service)
Copies of all communications to:
James M. Modak
Chief Financial Officer
Logility, Inc.
470 East Paces Ferry Road
Atlanta, Georgia 30305
(404) 261-9777
<PAGE>
<TABLE>
<CAPTION>
Title of each class Proposed maximum Proposed maximum Amount of
of securities to be Amount to be offering price per aggregate offering Registration
registered registered* share* price* Fee
<S> <C> <C> <C> <C>
Common Stock, 295,000 $8.50 $3,635,845 $1,072.57
no par value
</TABLE>
_____________________
* Calculated pursuant to Rule 457(h)(1) solely for purposes of determining
the amount of the registration fee, based upon the exercise prices of
outstanding stock options, and as to the balance of the shares, based upon
the average of the high and low prices reported on February 20, 1998, on
the Nasdaq National Stock Market.
The Exhibit Index appears after the Signature Page of this Registration
Statement.
2
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
----------------
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to option holders under the Plan as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act"). Such documents are not required to be, and therefore are not,
filed with the Securities and Exchange Commission (the "Commission") either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act. These documents and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II of this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
-----------------------------------------------------------
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the Plan are available without charge by
contacting:
James M. Modak
Chief Financial Officer
470 East Paces Ferry Road
Atlanta, Georgia 30305
(404) 261-9777
3
<PAGE>
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
Registrant, Logility, Inc. (the "Company"), hereby incorporates by
reference into this Registration Statement the documents listed in paragraphs
(a) - (c) below. In addition, all documents subsequently filed pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents:
(a) The Company's Prospectus filed pursuant to Rule 424(b) under the
Securities Act, which contains audited financial statements for the Company's
latest fiscal year, and the Company's Registration Statement on Form 8-A filed
under the Exchange Act.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the financial
statements referred to in (a) above.
(c) The description of the Company's Common Stock, which is contained in
the Prospectus referred to in (a) above filed pursuant to Registrant's
Registration Statement on Form S-1.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
The validity of the Shares offered hereby will be passed upon for the
Company by Gambrell & Stolz, L.L.P., Suite 4300, One Peachtree Center, SunTrust
Plaza, N.E., Atlanta, Georgia 30308. Attorneys who are partners of or employed
by Gambrell & Stolz, L.L.P. in the aggregate beneficially own less than 2,000
Shares of the Common Stock of the Company.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
The Restated Articles of Incorporation and By-Laws of the Registrant
provide that the Registrant shall indemnify any person to the full extent
permitted by the Georgia Business Corporation Code (the "GBCC"). Sections 14-2-
850-859 of the GBCC, relating to indemnification, are hereby incorporated herein
by reference.
4
<PAGE>
In accordance with Sections 14-2-830-832 of the GBCC, the Articles of
Incorporation of the Registrant eliminate the personal liability of directors to
the Registrant or its stockholders for monetary damages for breach of fiduciary
duty as a director, with certain limited exceptions.
Registrant also has entered into agreements with its directors and
executive officers, providing for the indemnification of those directors and
executive officers under certain circumstances.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
Exhibit Number Description
- -------------- -----------
4.1 Logility, Inc. 1997 Stock Plan (Amended and Restated October
22, 1997)
4.2 Forms of Stock Option Agreements, included as Exhibit 10.1 to the
Company's Registration Statement Number 333-33385 on Form S-1
filed with the Commission on August 12, 1997 ("1997 Registration
Statement") and incorporated herein by this reference.
4.3 Forms of Stock Appreciation Rights Agreements, included as
Exhibit 10.1 to the Company's 1997 Registration Statement and
incorporated herein by this reference.
5 Opinion of Counsel regarding legality
23.1 Independent Auditors' Consent
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (contained within Signature Page)
Item 9. Undertakings.
------------
(a) 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 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.
5
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
6
<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 Atlanta, State of Georgia, on this 25th day of
February, 1998.
LOGILITY, INC.
/s/ J. Michael Edenfield
J. Michael Edenfield,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints J. Michael Edenfield and James M. Modak, or
either of them, his attorney-in-fact, in any and all capacities, to sign any
amendments to this Registration Statement, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said attorney-in-
fact, or his substitute, 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 dates indicated.
<TABLE>
<CAPTION>
Dated
-----------------
<S> <C> <C>
/s/ J. Michael Edenfield Director and Chief Executive February 25, 1998
J. Michael Edenfield Officer (Principal Executive Officer)
/s/James C. Edenfield Director February 25, 1998
James C. Edenfield
/s/James M. Modak Chief Financial Officer and Senior February 25, 1998
James M. Modak Vice President (Principal Financial Officer)
/s/ David E. Weigand Controller February 25, 1998
David E. Weigand
________________________ Director ____________, 1998
C. Tycho Howle
/s/ Parker H. Petit Director February 25, 1998
Parker H. Petit
________________________ Director ____________, 1998
John A. White
</TABLE>
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description Page
- -------------- ----------- ----
<S> <C> <C>
4.1 Logility, Inc. 1997 Stock Plan (Amended and 9
Restated October 22, 1997)
5 Opinion of Counsel regarding legality 22
23.1 Independent Auditors' Consent 24
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (contained within Signature Page) 7
</TABLE>
8
<PAGE>
EXHIBIT 4.1
LOGILITY, INC.
1997 STOCK PLAN
---------------
(Amended and Restated October 22, 1997)
Logility, Inc., a Georgia corporation (the "Company"), hereby establishes
the Logility, Inc. 1997 Stock Plan (the "Plan"), effective as of August 7, 1997,
the date on which this Plan was approved and adopted by the Board of Directors
and Shareholders of the Company.
1. Purpose. The purpose of the Plan is to attract and retain the best
-------
available talent and encourage the highest level of performance by officers,
employees, directors, advisors and consultants, and to provide them with
incentives to put forth maximum efforts for the success of the Company's
business in order to serve the best interests of the Company. Stock Options
granted under the Plan may be Incentive Stock Options or Nonqualified Stock
Options, as such terms are hereinafter defined. Participants in the Plan may
also receive Stock Appreciation Rights, as hereinafter defined, in lieu of or in
addition to Stock Options.
2. Definitions. The following terms, when used in the Plan with initial
-----------
capital letters, will have the following meanings:
(a) "Act" means the Securities Exchange Act of 1934 as in effect from
time to time.
(b) "Board" means the Board of Directors of the Company.
(c) "Change in Control" means the occurrence, prior to the expiration
of a Stock Option or Stock Appreciation Right, of any of the following
events:
(i) the Company is merged, consolidated or reorganized into or
with another corporation or other legal person, and as a result of
such merger, consolidation or reorganization less than two-thirds of
the combined voting power of the then-outstanding securities entitled
to vote generally in the election of directors ("Voting Stock") of
such corporation or person immediately after such transaction are held
in the aggregate by the holders of Voting Stock of the Company
immediately prior to such transaction;
(ii) the Company sells or otherwise transfers all or
substantially all of its assets to another corporation or other legal
person, and as a result of such sale or transfer less than two-thirds
of the combined voting power of the then-
<PAGE>
outstanding Voting Stock of such corporation or person immediately
after such sale or transfer is held in the aggregate by the holders of
Voting Stock of the Company immediately prior to such sale or
transfer;
(iii) there is a report filed on Schedule 13D or Schedule 14D-1
(or any successor schedule, form or report), each as promulgated
pursuant to the Act, disclosing that any person (as the term "person"
is used in Section 13(d)(3) or Section 14(d)(2) of the Act) has become
the direct or indirect beneficial owner (as the term "beneficial
owner" is defined under Rule 13d-3 or any successor rule or regulation
promulgated under the Act) of securities representing 50% or more of
the combined voting power of the then-outstanding Voting Stock of the
Company;
(iv) the Company files a report or proxy statement with the
Securities and Exchange Commission pursuant to the Act disclosing in
response to Form 8-K or Schedule 14A (or any successor schedule, form
or report or item therein) that a change in control of the Company has
occurred or will occur in the future pursuant to any then-existing
contract or transaction; or
(v) if, during any period of two consecutive years, individuals
who at the beginning of any such period constitute the directors of
the Company cease for any reason to constitute at least a majority
thereof; provided, however, that for purposes of this clause (v) each
director who is first elected, or first nominated for election by the
Company's stockholders, by a vote of at least two-thirds of the
directors of the Company (or a committee thereof) then still in office
who were directors of the Company at the beginning of any such period
will be deemed to have been a director of the Company at the beginning
of such period; and provided further that this clause (v) shall not
commence applicability until such time as at least five directors are
serving concurrently on the Board, but shall apply thereafter
regardless of the number of directors.
Notwithstanding the foregoing provisions of clauses (iii) or (iv) above,
unless otherwise determined in a specific case by majority vote of the Board, a
"Change in Control" will not be deemed to have occurred for purposes of clause
(iii) or clause (iv) above (A) solely because (1) the Company, (2) a Subsidiary,
or (3) any Company-sponsored employee stock ownership plan or any other employee
benefit plan of the Company or any Subsidiary either files or becomes obligated
to file a report or a proxy statement under or in response to Schedule 13D,
Schedule 14D-1, Form 8-K or Schedule 14A (or any successor schedule, form or
report or item therein) under the Act disclosing beneficial ownership by it of
shares of Voting Stock of the Company, whether in excess of 50% or otherwise, or
because the Company reports that a change in control of the Company has occurred
or will occur in the future by reason of such beneficial ownership or any
increase or decrease thereof; or (B) solely because of the distribution by
American
-2-
<PAGE>
Software, Inc., a Georgia corporation ("ASI"), of all or any portion of its
Voting Stock of the Company to the Shareholders of ASI.
(d) "Code" means the Internal Revenue Code of 1986, as in effect from
time to time.
(e) "Committee" shall refer to either the Stock Option Committee or
the Special Stock Option Committee.
(f) "Common Stock" means the common stock of the Company or any
security into which such common stock may be changed by reason of any
transaction or event of the type described in Section 10.
(g) "Date of Grant" means the date specified by the Stock Option
Committee or the Special Stock Option Committee, as applicable, on which a
grant of Stock Options or Stock Appreciation Rights will become effective
(which date will not be earlier than the date on which such Committee takes
action with respect thereto).
(h) "Incentive Stock Option" means a Stock Option granted in
accordance with Section 422 of the Code.
(i) "Market Value per Share" means (i) for Stock Options granted prior
to the Company's registration of the Common Stock under the Securities
Exchange Act of 1934 ("1934 Act Registration"), the fair market value per
share of the Common Stock on the Date of Grant as determined by the Stock
Option Committee or the Special Stock Option Committee, as applicable, and
(ii) with respect to Stock Options granted after 1934 Act Registration, the
average of the high and low closing sale prices as reported on any national
securities exchange or automated quotation system on which the Common Stock
is listed on the Date of Grant if such date is a trading day and, if such
date is not a trading day, on the immediately preceding date which is a
trading day.
(j) "Nonemployee Director" means a member of the Board who is not an
employee of the Company or any Subsidiary and who qualifies as a
"disinterested person" within the meaning of Rule 16b-3.
(k) "Nonqualified Stock Option" means a Stock Option other than an
Incentive Stock Option.
(l) "Option Price" means the purchase price per share payable on
exercise of a Stock Option.
-3-
<PAGE>
(m) "Participant" means a person who is selected by the Stock Option
Committee or the Special Stock Option Committee, as applicable, to receive
Stock Options or Stock Appreciation Rights and who is at that time (i) an
executive officer or other key employee of the Company or any Subsidiary,
(ii) an advisor or consultant to the Company or any Subsidiary, or (iii) a
member of the Board.
(n) "Rule 16b-3" means Rule 16b-3 under Section 16 of the Act, as such
Rule is in effect from time to time.
(o) "Special Stock Option Committee" means (i) a committee that at all
times consists of at least two Nonemployee Directors and all of whose
members qualify as "outside directors" within the meaning of Section 162(m)
of the Code.
(p) "Stock Appreciation Right" means the right of a Participant,
without payment to the Company (except for applicable withholding taxes),
to receive the excess of the Market Value per Share on the date on which a
Stock Appreciation Right is exercised over the Unit Exercise Price as
provided in the stock appreciation right agreement, multiplied by the
number of Units exercised. A Stock Appreciation Right may be exercised in
whole or in part, and if exercised in part the excess above the Unit
Exercise Price is calculated only on those Units as to which the Stock
Appreciation Right is exercised.
(q) "Stock Option" means the right to purchase shares of Common Stock
upon exercise of an option granted pursuant to Section 4 or 5.
(r) "Stock Option Committee" means the Stock Option Committee
appointed by the Board. Prior to the appointment of such a committee, the
Board shall be deemed the Stock Option Committee.
(s) "Subsidiary" means any corporation, partnership, joint venture or
other entity in which the Company owns or controls, directly or indirectly,
not less than 50% of the total combined voting power or equity interests
represented by all classes of stock issued by such corporation,
partnership, joint venture or other entity.
(t) "10-Percent Shareholder" means any person who at the time of a
Stock Option grant owns capital stock of the Company possessing more than
10% of the combined voting power of all classes of capital stock of the
Company.
(u) "Units" means the number of shares of Common Stock covered by a
Stock Appreciation Right which, although not issued to the Participant, are
used to measure, at
-4-
<PAGE>
any particular time, the amount payable to the Participant upon exercise of
the Stock Appreciation Right.
(v) "Unit Exercise Price" means the price set forth in a stock
appreciation right agreement executed pursuant to Sections 5 or 7 with
which the Market Value per Share is compared in order to determine the
amount payable to the Participant upon exercise of the Stock Appreciation
Right.
3. Shares and Units Available Under Plan.
-------------------------------------
(a) The shares of Common Stock which may be issued under the Plan will
not exceed in the aggregate 295,000 shares, subject to adjustment as
provided in Section 10. Such shares may be shares of original issuance or
treasury shares or a combination of the foregoing. Any shares of Common
Stock that are subject to Stock Options that are terminated, expire
unexercised, are forfeited or are surrendered will again be available for
issuance under the Plan.
(b) The Units on which Stock Appreciation Rights may be based will not
exceed in the aggregate 300,000 Units, subject to adjustment as provided in
Section 10. Any Units on which Stock Appreciation Rights are based will
again be available for the granting of Stock Appreciation Rights under
Section 6 if the Stock Appreciation Rights that were based on those Units
are terminated, expire unexercised, are forfeited or are surrendered.
4. Stock Options for Participants - Nonexempt Grants. The Stock Option
-------------------------------------------------
Committee may from time to time authorize grants to any Participant of options
to purchase shares of Common Stock upon such terms and conditions as such
committee may determine in accordance with the provisions set forth below.
Grants made by the Stock Option Committee pursuant to this Section 4 are not
intended to comply with or otherwise satisfy the requirements of Rule 16b-3.
(a) Each grant will specify the number of shares of Common Stock to
which it pertains.
(b) Each grant will specify the Option Price, which, in the case of an
Incentive Stock Option, will be not less than 100% of the Market Value per
Share on the Date of Grant or, in the case of an Incentive Stock Option
granted to a 10% Shareholder, not less than 110% of the Market Value per
Share on the Date of Grant.
(c) Each grant will specify whether the Stock Option is intended to be
an Incentive Stock Option or a Nonqualified Stock Option.
-5-
<PAGE>
(d) Each grant may specify whether the Option Price will be payable
(i) in cash or by check acceptable to the Company, (ii) by the transfer to
the Company of shares of Common Stock owned by the Participant for at least
six months (or, with the consent of the Committee, for less than six
months) having an aggregate fair market value per share at the date of
exercise equal to the aggregate Option Price, or (iii) by a combination of
such methods of payment; provided, however, that the payment method
described in clause (ii) will not be available at any time that the Company
is prohibited from purchasing or acquiring such shares of Common Stock. In
the absence of any such specification, only the payment method in clause
(i) shall be permitted. Any grant may provide for deferred payment of the
Option Price from the proceeds of sale through a bank or broker of some or
all of the shares to which such exercise relates.
(e) Successive grants may be made to the same Participant whether or
not any Stock Options previously granted to such Participant remain
unexercised.
(f) Each grant will specify the term of the Stock Option, which in the
case of an Incentive Stock Option granted to a 10% Shareholder shall not be
greater than five years and for all other Stock Options shall not be
greater than ten years.
(g) Each grant will specify the required period or periods (if any) of
continuous service by the Participant with the Company or any Subsidiary
and/or any other conditions to be satisfied before the Stock Option or
installments thereof will become exercisable, and any grant may provide, or
may be amended to provide for the earlier exercise of the Stock Option in
the event of a Change in Control.
(h) Each Stock Option granted pursuant to this Section 4 will be
subject to the transfer restrictions set forth in Section 9.
(i) Each grant will be evidenced by a stock option agreement executed
on behalf of the Company by the Chief Executive Officer or Chief Financial
Officer (or another officer designated by the Board of Directors or by the
Stock Option Committee) and delivered to the Participant and containing
such further terms and provisions, consistent with the Plan, as the
Committee may approve.
5. Stock Options for Participants - Exempt Grants. The Special Stock
----------------------------------------------
Option Committee may from time to time authorize grants to any Participant of
options to purchase shares of Common Stock upon such terms and conditions as it
may determine in accordance with the provisions set forth below. Grants made by
the Special Stock Option Committee pursuant to this Section 5 are intended to
comply with and otherwise satisfy the requirements of Rule 16b-3. To the extent
that (i) any provision of the Plan applicable to a Stock Option granted pursuant
to this Section 5, or (ii) any act of the Board, Stock Option Committee or
Special Stock Option
-6-
<PAGE>
Committee would cause such Stock Option to fail to satisfy or comply with any
requirements of Rule 16b-3, such provision or act will be deemed null and void
for purposes of such Stock Option.
(a) Each grant will specify the number of shares of Common Stock to
which it pertains.
(b) Each grant will specify the Option Price, which, in the case of an
Incentive Stock Option, will be not less than 100% of the Market Value per
Share on the Date of Grant or, in the case of an Incentive Stock Option
granted to a 10% Shareholder, not less than 110% of the Market Value per
Share on the Date of Grant.
(c) Each grant will specify whether the Stock Option is intended to be
an Incentive Stock Option or a Nonqualified Stock Option.
(d) Each grant will specify whether the Option Price will be payable
(i) in cash or by check acceptable to the Company, (ii) by the transfer to
the Company of shares of Common Stock owned by the Participant for at least
six months (or, with the consent of the Special Stock Option Committee, for
less than six months) having an aggregate fair market value per share at
the date of exercise equal to the aggregate Option Price, or (iii) by a
combination of such methods of payment; provided, however, that the payment
method described in clause (ii) will not be available at any time that the
Company is prohibited from purchasing or acquiring such shares of Common
Stock. In the absence of any such specification, only the payment method in
clause (i) shall be permitted. Any grant may provide for deferred payment
of the Option Price from the proceeds of sale through a bank or broker of
some or all of the shares to which such exercise relates.
(e) Successive grants may be made to the same Participant whether or
not any Stock Options previously granted to such Participant remain
unexercised.
(f) Each grant will specify the term of the Stock Options, which in
the case of an Incentive Stock Option granted to a 10% Shareholder shall
not be greater than five years and for all other Incentive Stock Options
shall not be greater than ten years.
(g) Each grant will specify the required period or periods (if any) of
continuous service by the Participant with the Company or any Subsidiary
and/or any other conditions to be satisfied before the stock Options or
installments thereof will become exercisable, and any grant may provide, or
may be amended to provide for the earlier exercise of the Stock Options in
the event of a Change in Control.
-7-
<PAGE>
(h) Each Stock Option granted pursuant to this Section 5 will be
subject to the transfer restrictions set forth in Section 9.
(i) Each grant will be evidenced by a stock option agreement executed
on behalf of the Company by the Chief Executive Officer or Chief Financial
Officer (or another officer designated by the Board of Directors or by the
Special Stock Option Committee) and delivered to the Participant and
containing such further terms and provisions, consistent with the Plan, as
the Special Stock Option Committee may approve.
6. Stock Appreciation Rights - Nonexempt Grants. The Stock Option
--------------------------------------------
Committee may from time to time authorize grants of Stock Appreciation Rights to
any Participant upon such terms and conditions as such Committee may determine
in accordance with the provisions set forth below. Grants made pursuant to this
Section 6 are not intended to comply with or otherwise satisfy the requirements
of Rule 16b-3.
(a) Each grant will specify the number of Units to which it pertains.
(b) Each grant will specify the Unit Exercise Price, which will be not
less than 100% of the Market Value per Share on the Date of Grant.
(c) Successive grants may be made to the same Participant whether or
not any Stock Appreciation Rights previously granted to such Participant
remain unexercised.
(d) Each grant will specify the term of the Stock Appreciation Rights,
which shall not be greater than five years.
(e) Each grant will specify the required period or periods (if any) of
continuous service by the Participant with the Company or any Subsidiary
and/or any other conditions to be satisfied before the Stock Appreciation
Rights or installments thereof will become exercisable, and any grant may
provide, or may be amended to provide for the earlier exercise of the Stock
Appreciation Rights in the event of a Change in Control.
(f) Each Stock Appreciation Right granted pursuant to this Section 6
will be subject to the transfer restrictions set forth in Section 9.
(g) Each grant will be evidenced by a stock appreciation right
agreement executed on behalf of the Company by the Chief Executive Officer
or Chief Financial Officer (or another officer designated by the Board of
Directors or the Stock Option Committee) and delivered to the Participant
and containing such further terms and provisions, consistent with the Plan,
as the Committee may approve.
-8-
<PAGE>
7. Stock Appreciation Rights - Exempt Grants. The Special Stock Option
-----------------------------------------
Committee may from time to time authorize grants of Stock Appreciation Rights to
any Participant upon such terms and conditions as such Committee may determine
in accordance with the provisions set forth below. Grants made pursuant to this
Section 7 are intended to comply with and otherwise satisfy the requirements of
Rule 16b-3. To the extent that (i) any provision of the Plan applicable to a
Stock Appreciation Right granted pursuant to this Section 7, or (ii) any act of
the Board, Stock Option Committee or Special Stock Option Committee would cause
such Stock Appreciation Right to fail to satisfy or comply with any requirements
of Rule 16b-3, such provision or act will be deemed null and void for purposes
of such Stock Appreciation Right.
(a) Each grant will specify the number of Units to which it pertains.
(b) Each grant will specify the Unit Exercise Price, which will be not
less than 100% of the Market Value per Share on the Date of Grant.
(c) Successive grants may be made to the same Participant whether or
not any Stock Appreciation Rights previously granted to such Participant
remain unexercised.
(d) Each grant will specify the term of the Stock Appreciation Rights,
which shall not be greater than five years.
(e) Each grant will specify the required period or periods (if any) of
continuous service by the Participant with the Company or any Subsidiary
and/or any other conditions to be satisfied before the Stock Appreciation
Rights or installments thereof will become exercisable, and any grant may
provide, or may be amended to provide for the earlier exercise of the Stock
Appreciation Rights in the event of a Change in Control.
(f) Each Stock Appreciation Right granted pursuant to this Section 7
will be subject to the transfer restrictions set forth in Section 9.
(g) Each grant will be evidenced by a stock appreciation right
agreement executed on behalf of the Company by the Chief Executive Officer
or Chief Financial Officer (or another officer designated by the Board of
Directors or by the Special Stock Option Committee) and delivered to the
Participant and containing such further terms and provisions, consistent
with the Plan, as the Committee may approve.
8. Stock Options for Nonemployee Directors. This Section 8 shall become
---------------------------------------
activated and shall be effective immediately following the close of the initial
public offering of the Common Stock by the Company (the "IPO"). Thereafter, each
Nonemployee Director in office at that time will be granted a Stock Option as of
the first business day following the close of the
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<PAGE>
IPO, and each Nonemployee Director thereafter newly elected or appointed to the
Board will be granted a Nonqualified Stock Option effective upon his or her
initial election or other appointment to the Board, to purchase 2000 shares of
Common Stock. Each Nonemployee Director will also be granted an additional
Nonqualified Stock Option to purchase 1000 shares of Common Stock as of the last
day of each fiscal quarter following his or her initial option grant under this
Section 8, beginning on the last day of the first complete fiscal quarter
following such date, provided that such individual has served continually as a
Nonemployee Director through the close of business on such date. Each grant will
specify the Option Price, which will not be less than 100% of the Market Value
on the Date of Grant. All Stock Options granted pursuant to this Section 8 will
contain the terms and conditions set forth in paragraphs (a), (d), (e), (f),
(g), (h) and (i) of Section 4. Stock Options granted pursuant to this Section 8
are intended to comply with and otherwise satisfy the requirements of Rule 16b-
3. To the extent that (i) any provision of the Plan applicable to a Stock Option
granted pursuant to this Section 8, or (ii) any act of the Board, Stock Option
Committee or Special Stock Option Committee would cause such Stock Option to
fail to satisfy or comply with any requirements of Rule 16b-3, such provision or
act will be deemed null and void for purposes of such Stock Option.
9. Transferability. Except as otherwise expressly provided in the
---------------
agreement evidencing a Stock Option or a Stock Appreciation Right, or in any
amendment to such agreement, no Stock Option or Stock Appreciation Right will be
transferable by a Participant other than by will or the laws of descent and
distribution, and during the lifetime of the Participant may be exercised only
by the Participant.
10. Adjustments. The Board or the Stock Option Committee, with respect to
-----------
Stock Options granted under Section 4 or Stock Appreciation Rights granted under
Section 6, and the Board or the Special Stock Option Committee, with respect to
Stock Options granted under Section 5 or Stock Appreciation Rights granted under
Section 7, may make or provide for such adjustments in the maximum number of
shares of Common Stock or Units specified in Section 3, in the number of shares
of Common Stock or Units covered by outstanding Stock Options or Stock
Appreciation Rights granted hereunder, in the Option Price or Unit Exercise
Price, applicable to any such Stock Options or Stock Appreciation Rights and/or
in the kind of shares or Units covered thereby (including shares of another
issuer), as the Board or such Committee in its sole discretion, exercised in
good faith, may determine is equitably required to prevent dilution or
enlargement of the rights of Participants that otherwise would result from any
stock dividend, stock split, combination of shares, recapitalization or other
change in the capital structure of the Company, merger, consolidation, spin-off,
reorganization, partial or complete liquidation, issuance of rights or warrants
to purchase securities or any other corporate transaction or event having an
effect similar to any of the foregoing. Any fractional shares resulting from
the foregoing adjustments will be eliminated with respect to Stock Options, but
not with respect to Stock Appreciation Rights.
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<PAGE>
11. Withholding of Taxes. To the extent that the Company is required to
--------------------
withhold federal, state, local or foreign taxes in connection with any benefit
realized by a Participant under the Plan, or is requested by any Participant to
withhold additional amounts with respect to such taxes, and the amounts
available to the Company for such withholding are insufficient, it will be a
condition to the realization of such benefit that the Participant make
arrangements satisfactory to the Company for payment of the balance of such
taxes required or requested to be withheld. In addition, if permitted by the
Stock Option Committee, with respect to Stock Options granted under Section 4,
or by the Special Stock Option Committee, with respect to Stock Options granted
under Section 5, an optionee may elect to have any withholding obligation of the
Company satisfied with shares of Common Stock that would otherwise be
transferred to the optionee on exercise of the Stock Option.
12. Administration of the Plan.
--------------------------
(a) The Plan will be administered by the Stock Option Committee with
respect to Stock Options granted under Section 4 and with respect to Stock
Appreciation Rights granted under Section 6 and by the Special Stock Option
Committee with respect to Stock Options granted under Section 5 and with
respect to Stock Appreciation Rights granted under Section 7. For purposes
of any action taken by the Stock Option Committee or the Special Stock
Option Committee, whichever is applicable, a majority of the members will
constitute a quorum, and the action of the members present at any meeting
at which a quorum is present, or acts unanimously approved in writing, will
be the acts of such Committee. The Board of Directors as a whole shall
administer the Plan with respect to Stock Options granted under Section 8.
(b) Subject to the allocation of administrative responsibilities set
forth in Section 12(a), the Stock Option Committee and the Special Stock
Option Committee have the full authority and discretion to administer the
Plan and to take any action that is necessary or advisable in connection
with the administration of the Plan, including without limitation the
authority and discretion to interpret and construe any provision of the
Plan or of any agreement, notification or document evidencing the grant of
a Stock Option or Stock Appreciation Right. The interpretation and
construction by the Stock Option Committee, the Special Stock Option
Committee or the Board of Directors, as applicable, of any such provision
and any determination by the respective Committee pursuant to any provision
of the Plan or of any such agreement, notification or document will be
final and conclusive. No member of the Board or of either Committee will
be liable for any such action or determination made in good faith.
(c) Notwithstanding the provisions of Section 12(b), if any authority,
discretion or responsibility granted to the Special Stock Option Committee
under the Plan would, if exercised or discharged by the Special Stock
Option Committee, cause the provisions
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<PAGE>
of Section 5 or any Stock Option granted under Section 5 to fail to satisfy
the requirements of Rule 16b-3, such authority, discretion or
responsibility may be exercised by the Board to the same extent and with
the same effect as if exercised by the Special Stock Option Committee;
provided, however, that such act of the Board will not cause the provisions
of Sections 5 or 7, any Stock Option granted under Section 5 or any Stock
Appreciation Right granted under Section 7 to fail to satisfy the
requirements of Rule 16b-3 or cause any member of the Special Stock Option
Committee to cease to be a disinterested administrator for purposes of Rule
16b-3.
13. Amendments, Etc.
---------------
(a) The Stock Option Committee, or the Special Stock Option Committee,
as applicable, or the Board of Directors as to grants under Section 8, may,
without the consent of the Participant, amend any agreement evidencing a
Stock Option or Stock Appreciation Right granted under the Plan, or
otherwise take action, to accelerate the time or times at which the Stock
Option or Stock Appreciation Right may be exercised, to extend the
expiration date of such Stock Option or Stock Appreciation Right, to waive
any other condition or restriction applicable to such Participant or to the
exercise of such Stock Option or Stock Appreciation Right, to reduce the
exercise price of such Stock Option or Stock Appreciation Right, to amend
the definition of a Change in Control to expand the events that would
constitute a Change in Control, even if such definition may be different
from that contained in the Plan, and may amend any such agreement in any
other respect with the consent of the Participant.
(b) The Plan may be amended from time to time by the Stock Option
Committee or the Board but may not be amended without further approval by
the shareholders of the Company if such Plan amendment would result in any
grant or other transaction with respect to Stock Options under Section 5 or
Stock Appreciation Rights under Section 7 no longer satisfying the
requirements of Rule 16b-3. Notwithstanding the foregoing, the provisions
of Section 8 that designate Nonemployee Directors eligible to receive Stock
Options and specify the amount, Option Price and timing of Stock Option
grants may be amended only by the Board and may be amended no more than
once every six months except to comply with changes in the Code, the
Employee Retirement Income Security Act of 1974, as amended, or the rules
and regulations thereunder. In the event any law, or any rule or
regulation issued or promulgated by the Internal Revenue Service, the
Securities and Exchange Commission, the National Association of Securities
Dealers, Inc., any stock exchange upon which the Common Stock is listed for
trading, or any other governmental or quasi-governmental agency having
jurisdiction over the Company, the Common Stock or the Plan requires the
Plan to be amended, or in the event Rule 16b-3 is amended or supplemented
(e.g., by addition of alternative rules) or any of the rules under Section
-----
16 of the Act are amended or supplemented, in either event to permit the
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<PAGE>
Company to remove or lessen any restrictions on or with respect to Stock
Options or Stock Appreciation Rights, the Board of Directors reserves the
right to amend the Plan to the extent of any such requirement, amendment or
supplement, and all Stock Options or Stock Appreciation Rights then
outstanding will be subject to such amendment.
(c) The Plan may be terminated at any time by action of the Board, but
in any event will terminate on the tenth anniversary of the effective date
of the Plan. The termination of the Plan will not adversely affect the
terms of any outstanding Stock Option or Stock Appreciation Right.
(d) The Plan will not confer upon any Participant any right with
respect to continuance of employment or other service with the Company or
any Subsidiary, nor will it interfere in any way with any right the Company
or any Subsidiary would otherwise have to terminate a Participant's
employment or other service at any time.
LOGILITY, INC.
By: /s/ J. Michael Edenfield
----------------------------
Name: J. Michael Edenfield
Title: President
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<PAGE>
EXHIBIT 5
OPINION OF COUNSEL REGARDING LEGALITY AND CONSENT OF COUNSEL
[LETTERHEAD OF GAMBRELL & STOLZ, L.L.P.]
February 26, 1998
404/221-6508
e-mail = [email protected]
Logility, Inc.
470 East Paces Ferry Road, N.E.
Atlanta, Georgia 30305
Re: 1997 Stock Plan
Ladies and Gentlemen:
We have acted as counsel to Logility, Inc. (the "Company") in connection
with the registration with the Securities and Exchange Commission on Form S-8 of
295,000 shares of the Company's common stock, no par value (the "Shares"), which
will be issuable upon exercise of options granted under the above-referenced
plan (the "Plan"). In connection with that registration, we have reviewed the
proceedings of the Board of Directors of the Company relating to the
registration and proposed issuance of the common stock, the Articles of
Incorporation of the Company and all amendments thereto, the Bylaws of the
Company and all amendments thereto, and such other documents and matters as we
have deemed necessary to the rendering of the following opinion.
Based upon that review, it is our opinion that the Shares, when issued in
conformance with the terms and conditions of the Plan, will be legally issued,
fully paid and nonassessable under the Georgia Business Corporation Code.
We do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to, the application of the securities or
blue sky laws of the various states as to the issuance and sale of the Shares.
<PAGE>
Logility, Inc.
February 26, 1998
Page 2
We consent to the use of this opinion in the registration statement filed
with the Securities and Exchange Commission in connection with the registration
of the Shares and to the reference to our firm under the heading "Interests of
Named Experts and Counsel" in the registration statement.
Very truly yours,
GAMBRELL & STOLZ, L.L.P.
By: _________________________________
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Logility, Inc.
We consent to the use of our report incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Atlanta, Georgia
February 20, 1998
