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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 14, 2000
REGISTRATION NO. 333-________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
MANHATTAN ASSOCIATES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GEORGIA 58-2373424
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2300 WINDY RIDGE PARKWAY
SUITE 700
ATLANTA, GA 30339
(Address of Principal Executive Offices, Including Zip Code)
------------------------------
Manhattan Associates, Inc. 1998 Stock Incentive Plan
(Full title of the Plan)
------------------------------
DAVID K. DABBIERE COPY TO:
SENIOR VICE PRESIDENT, LARRY W. SHACKELFORD, ESQ.
CHIEF LEGAL OFFICER AND SECRETARY MORRIS, MANNING & MARTIN, L.L.P.
MANHATTAN ASSOCIATES, INC. 1600 ATLANTA FINANCIAL CENTER
2300 WINDY RIDGE PARKWAY, SUITE 700 3343 PEACHTREE ROAD, N.E.
ATLANTA, GEORGIA 30339 ATLANTA, GEORGIA 30326
(770) 955-7070 (404) 233-7000
(Name and Address and Telephone Number, Including Area Code,
of Agent for Service.)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share (1) Price (2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 4,000,000 $41.97 $82,445,640 $21,765.65
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(1) Computed in accordance with Rule 457(c) and (h) of the Securities Act of
1933, based on the high and low prices of the common stock offered hereby
on the Nasdaq National Market on September 12, 2000.
(2) The proposed maximum aggregate offering price of the Common Stock offered
hereunder is based on (i) 2,488,566 shares subject to options previously
granted at a weighted average exercise price of $7.64 per share and (ii)
1,511,434 shares not subject to outstanding options but reserved for
issuance at an assumed exercise price of $41.97 per share.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to employees and/or directors of Manhattan Associates, Inc. (the
"Company") as specified by Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act"). In accordance with the instructions of Part I
of Form S-8, these documents will not be filed with the Securities and Exchange
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 pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute the
prospectus as required by Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission are incorporated
herein by reference:
(a) the Company's Annual Report on Form 10-K for the year ended
December 31, 1999, filed with the Commission on March 30,
2000 (Registration No. 000-23999);
(b) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2000 filed with the Commission on August 14,
2000 (Registration No. 000-23999);
(c) the description of the Company's common stock, $.01 par value
per share ("Common Stock") contained in the Company's
Registration Statement on Form 8-A, filed with the Commission
on April 6, 1998 (Registration No. 000-23999); and
(d) the Company's Registration Statement on Form S-8, filed with
the Commission on August 4, 1998 (Registration No.
333-60635).
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the termination of the offering of the shares of Common
Stock offered hereby shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof.
The Company hereby undertakes to provide without charge to each person
to whom this Prospectus has been delivered, upon the written or oral request of
any such person, a copy of any and all of the foregoing documents incorporated
herein by reference (other than exhibits to such documents which are not
specifically incorporated by reference into the information that this
Prospectus incorporates). Written or telephone requests should be directed to
Investor Relations Department, Manhattan Associates, Inc., 2300 Windy Ridge
Parkway, Suite 700, Atlanta, Georgia 30339 (770) 955-7070.
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ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference
into this Registration Statement pursuant to Item 601 of Regulation S-K:
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Exhibit No. Description
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<S> <C>
4.1 Articles of Incorporation of the Registrant (Incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement on Form S-1, filed
with the Commission on February 27, 1998 (Registration No. 333-47095))
4.2 Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1, filed with the Commission
on February 27, 1998 (Registration No. 333-47095))
5.1 Opinion of Morris, Manning & Martin, L.L.P. as to the legality of the
securities being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Morris, Manning & Martin, L.L.P. (included in Exhibit 5.1)
24 Powers of Attorney (included on signature page)
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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 the 14th day
of September, 2000.
MANHATTAN ASSOCIATES, INC.
By: /s/ Richard M. Haddrill
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Richard M. Haddrill
Chief Executive Officer and President
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signatures
appears below constitutes and appoints Alan J. Dabbiere and/or David K.
Dabbiere, jointly and severally, as his true and lawful attorneys-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign a Registration
Statement relating to the registration of shares of common stock on Form S-8
and to sign any and all amendments (including post effective amendments) to the
Registration Statement, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing required or necessary to be done
in and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute, could
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
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<S> <C> <C>
/s/ Richard M. Haddrill Chief Executive Officer September 14, 2000
------------------------------------ and President
Richard M. Haddrill (Principal Executive Officer)
/s/ Thomas W. Williams, Jr. Chief Financial Officer and Treasurer September 14, 2000
------------------------------------ (Principal Financial Officer and
Thomas W. Williams, Jr. Principal Accounting Officer)
/s/ Alan J. Dabbiere Chairman of the Board September 14, 2000
------------------------------------
Alan J. Dabbiere
/s/ Deepak Raghavan Director September 14, 2000
------------------------------------
Deepak Raghavan
/s/ Brian J. Cassidy Director September 14, 2000
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Brian J. Cassidy
/s/ John J. Huntz, Jr. Director September 14, 2000
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John J. Huntz, Jr.
/s/ Thomas E. Noonan Director September 14, 2000
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Thomas E. Noonan
/s/ John Hardesty Director September 14, 2000
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John Hardesty
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EXHIBIT INDEX
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Exhibit No. Description
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<S> <C>
4.1 Articles of Incorporation of the Registrant (Incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement on Form S-1, filed
with the Commission on February 27, 1998 (Registration No. 333-47095))
4.2 Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1, filed with the Commission
on February 27, 1998 (Registration No. 333-47095))
5.1 Opinion of Morris, Manning & Martin, L.L.P. as to the legality of the
securities being registered
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Morris, Manning & Martin, L.L.P. (included in Exhibit 5.1)
24 Powers of Attorney (included on signature page)
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