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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: October 24, 2000
MANHATTAN ASSOCIATES, INC.
(Exact Name of Registrant as Specified in Charter)
GEORGIA 0-23999 58-2373424
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
2300 WINDY RIDGE PARKWAY, SUITE 700, ATLANTA, GEORGIA 30339
(Address of Principal Executive Offices) (Zip Code)
(770) 955-7070
(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 23, 2000, Manhattan Associates, Inc. (the "Company") entered
into and on October 24, 2000, the Company closed upon an Asset Purchase
Agreement (the "Agreement") with Intrepa, L.L.C. ("Intrepa") to acquire
substantially all of the assets of Intrepa for a purchase price of $30 million.
The purchase price consists of a cash payment at closing of Thirteen Million
Dollars, the issuance in January 2001 of Ten Million Dollars of the Company's
$.01 par value per share common stock (the "Common Stock"), and the issuance by
the Company of a promissory note for Seven Million Dollars payable by April 2003
(the "Note"). The purchase also includes the assumption of substantially all of
the liabilities of Intrepa, including immediate payment by the Company of the
remaining Two Million Dollars of principal and up to $15,000 interest on a
promissory note previously issued by Intrepa. The Company paid the cash portion
of the purchase price and the previously-issued promissory note, and anticipates
paying off the Note, out of available cash and cash equivalents held by the
Company.
Pursuant to the Agreement, the Common Stock will be issued to Intrepa
at a value determined as of the closing date. The amount of Common Stock issued
to Intrepa is subject to adjustment if the value of the Common Stock determined
as of January 1, 2001 and April 1, 2001 is more than 20% higher or lower than
the value as determined on the closing date. The Common Stock to be issued to
Intrepa is also subject to transfer restrictions that are lifted in equal
quarterly installments beginning in January 2001. Finally, the Common Stock is
subject to a registration rights agreement that provides Intrepa with the right
to demand registration of the Common Stock by the Company. The Company
anticipates that it will register the shares of Common Stock on a Form S-3 to be
filed within the next 60 days.
Unless prepaid at the option of the Company, the Note is payable in
four equal installments of One Million Seven Hundred Fifty Thousand Dollars, to
be paid every six months beginning on October 1, 2001 and concluding on April 1,
2003. The Note is subject to interest at a rate of 8% per year, which is due on
the last day of each fiscal quarter of the Company for so long as principal
remains outstanding under the Note.
In addition to the tangible assets of Intrepa existent as of October
24, 2000, the Company acquired certain intangible assets, principally Intrepa's
intellectual property, including its Warehousing Management System and
Transportation Management System; Intrepa's customer base, which consists of
traditional manufacturing, retailing and distribution businesses in the
publishing, consumer products, retail, automotive parts, food, beverage and
healthcare industries; and the experience of both Intrepa and its key employees,
who have entered into employment agreements with the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
It is impracticable to provide all of the required financial statements
for Intrepa at this time. The Company will file such financial statements by
amendment as soon as practicable, but no later than January 8, 2001.
(B) PRO FORMA FINANCIAL INFORMATION.
It is impracticable to provide the required pro forma financial
statements for Intrepa at this time. The Company will file such financial
statements by amendment as soon as practicable, but no later than January 8,
2001.
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(C) EXHIBITS.
The following exhibits are furnished in accordance with Item 601 of
Regulation S-K.
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2 Asset Purchase Agreement, dated October 23, 2000, by
and among Manhattan Associates, Inc. and Intrepa,
L.L.C.
27 Financial Data Schedule (to be filed by amendment as
soon as practicable, but no later than January 8,
2001).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MANHATTAN ASSOCIATES, INC.
By: /s/ Thomas Williams
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Thomas Williams
Senior Vice President, Chief Financial Officer,
and Treasurer
Dated: November 7, 2000
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