<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
MANHATTAN ASSOCIATES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE> 2
MANHATTAN ASSOCIATES, INC.
2300 Windy Ridge Parkway, Suite 700
Atlanta, Georgia 30339
(770) 955-7070
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 16, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Manhattan Associates, Inc. (the "Company") will be held at 2300 Windy Ridge
Parkway, Atlanta, Georgia 30339, at 10:00 a.m., Atlanta, Georgia time, on
Tuesday, May 16, 2000 (the "Annual Meeting"), to consider and act upon:
1. the election of two directors to the Company's Board of
Directors;
2. a proposal to ratify the selection of independent public
accountants for the Company's current fiscal year; and
3. such other business as may properly come before the Annual
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 7,
2000, as the record date for the determination of shareholders entitled to
notice of, and to vote at, the Annual Meeting.
By Order of the Board of Directors,
/s/ David K. Dabbiere
-----------------------------------
David K. Dabbiere
Secretary
April 14, 2000
Atlanta, Georgia
IMPORTANT
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE MARK, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE THAT HAS BEEN PROVIDED. NO
POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES. IN THE EVENT YOU ARE ABLE
TO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
<PAGE> 3
MANHATTAN ASSOCIATES, INC.
2300 WINDY RIDGE PARKWAY, SUITE 700
ATLANTA, GEORGIA 30339
--------------------
PROXY STATEMENT
---------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 16, 2000
-------------------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
SHAREHOLDERS MEETING
This Proxy Statement and the enclosed proxy card ("Proxy") are
furnished on behalf of the Board of Directors of Manhattan Associates, Inc., a
Georgia corporation ("Manhattan" or the "Company" or "we"), for use at the
Annual Meeting of Shareholders to be held on Tuesday, May 16, 2000 at 10:00
a.m., Atlanta, Georgia time (the "Annual Meeting"), or at any adjournment or
postponement thereof, for the purposes set forth herein and in the accompanying
Notice of Annual Meeting. The Annual Meeting will be held at 2300 Windy Ridge
Parkway, Atlanta, Georgia 30339. The Company intends to mail this Proxy
Statement and the accompanying Proxy on or about April 14, 2000, to all
shareholders entitled to vote at the Annual Meeting.
SHAREHOLDERS ENTITLED TO VOTE
Only holders of record of the Company's $.01 par value per share common
stock (the "Common Stock") at the close of business on April 7, 2000 will be
entitled to notice of and to vote at the Annual Meeting. At the close of
business on April 7, 2000, the Company had outstanding and entitled to vote
24,624,238 shares of Common Stock. Each holder of record of Common Stock on such
date will be entitled to one vote for each share held on all matters to be voted
upon at the Annual Meeting. Any shareholder who signs and returns a Proxy has
the power to revoke it at any time before it is exercised by providing written
notice of revocation to the Secretary of the Company or by filing with the
Secretary of the Company a Proxy bearing a later date. The holders of a majority
of the total shares of Common Stock outstanding on the record date, whether
present at the Annual Meeting in person or represented by Proxy, will constitute
a quorum for the transaction of business at the Annual Meeting. The shares held
by each shareholder who signs and returns the enclosed Proxy will be counted for
the purposes of determining the presence of a quorum at the meeting, whether or
not the shareholder abstains on all or any matter to be acted on at the meeting.
Abstentions and broker non-votes both will be counted toward fulfillment of
quorum requirements. A broker non-vote occurs when a nominee holding shares for
a beneficial owner does not vote on a particular proposal because the nominee
does not have discretionary voting power with respect to that proposal and has
not received instructions from the beneficial owner.
COUNTING OF VOTES
The purpose of the Annual Meeting is to consider and act upon the
matters which are listed in the accompanying Notice of Annual Meeting and set
forth in this Proxy Statement. The enclosed Proxy provides a means for a
shareholder to vote upon all of the matters listed in the accompanying Notice of
Annual Meeting and described in the Proxy Statement. The enclosed Proxy also
provides a means for a shareholder to vote for all of the nominees for Director
listed thereon or to withhold authority to vote for one or more of such
nominees. The Company's Bylaws provide that Directors are elected by a plurality
of the votes cast. Plurality means that more
1
<PAGE> 4
votes must be cast in favor of the election of a Director than those cast
against election of such Director. Accordingly, the withholding of authority by
a shareholder (including broker non-votes) will not be counted in computing a
plurality and thus will have no effect on the results of the election of such
nominees.
The accompanying Proxy also provides a means for a shareholder to vote
for, against or abstain from voting on each of the other matters to be acted
upon at the Annual Meeting. Each Proxy will be voted in accordance with the
shareholder's directions. The affirmative vote of a majority of the shares of
Common Stock present in person or represented by a Proxy and entitled to vote on
proposal two set forth in the accompanying Notice of Annual Meeting is required
for the approval of such proposal. Approval of any other matters as may properly
come before the meeting also will require the affirmative vote of a majority of
the shares of Common Stock present in person or represented by a Proxy and
entitled to vote at the meeting. Abstentions with respect to proposal two will
have the same effect as a vote against this proposal. With respect to broker
non-votes, the shares will not be considered present at the meeting for the
proposal to which authority was withheld. Consequently, broker non-votes will
not be counted with regard to such proposal, but they will have the effect of
reducing the number of affirmative votes required to approve the proposal,
because they reduce the number of shares present or represented from which a
majority is calculated.
PROXIES
When the enclosed Proxy is properly signed and returned, the shares
which it represents will be voted at the Annual Meeting in accordance with the
instructions noted thereon. In the absence of such instructions, the shares
represented by a signed Proxy will be voted in favor of the nominees for
election to the Board of Directors, and in favor of the approval of proposal
two.
2
<PAGE> 5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the amount and percent of shares of
Common Stock that, as of April 7, 2000, are deemed under the rules of the
Securities and Exchange Commission (the "Commission") to be "beneficially owned"
by each member of the Board of Directors of the Company, by each nominee to
become a member of the Board of Directors, by each Named Executive Officer of
the Company, by all Directors and Executive Officers of the Company as a group,
and by any person or "group" (as that term is used in the Securities Act of
1934, as amended) known to the Company as of that date to be a "beneficial
owner" of more than 5% of the outstanding shares of Common Stock.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED (2)
-------------------------------
NUMBER OF PERCENTAGE
SHARES OF OF
NAME OF BENEFICIAL OWNER (1) COMMON STOCK CLASS
- ---------------------------- --------------- ----------
<S> <C> <C>
Alan J. Dabbiere (3)......................................................... 10,695,063 43.4%
Richard M. Haddrill (4)...................................................... 379,551 1.5
Deepak Raghavan (5).......................................................... 2,438,693 9.9
David K. Dabbiere (6)........................................................ 278,000 1.1
Michael J. Casey (7)......................................................... 50,000 *
Neil Thall (8)............................................................... 60,000 *
Jeffry W. Baum (9)........................................................... 93,334 *
Brian J. Cassidy (10)........................................................ 147,500 *
John J. Huntz, Jr. (11)...................................................... 12,500 *
Thomas E. Noonan (11)........................................................ 11,000 *
Ponnambalam Muthiah (12)..................................................... 2,594,161 10.5
Deepak M.J. Rao (13)......................................................... 2,613,061 10.6
All executive officers and directors as a group (10 persons) (14)............ 14,165,641 55.8
</TABLE>
- ----------
* Less than 1% of the outstanding Common Stock.
(1) Except as set forth herein, the street address of the named beneficial
owner is c/o Manhattan Associates, Inc., 2300 Windy Ridge Parkway, Suite
700, Atlanta, Georgia 30339.
(2) For purposes of calculating the percentage beneficially owned, the number
of shares of common stock deemed outstanding include (i) 24,624,238 shares
outstanding as of April 7, 2000 and (ii) 765,802 shares issuable by us
pursuant to options held by the respective person or group which may be
exercised within 60 days following April 7, 2000 ("Presently Exercisable
Options"). Presently Exercisable Options are considered to be outstanding
and to be beneficially owned by the person or group holding such options
for the purpose of computing the percentage ownership of such person or
group but are not treated as outstanding for the purpose of computing the
percentage ownership of any other person or group.
(3) Consists of 10,695,063 shares held by Pegasys Systems Incorporated, a
corporation controlled by Mr. Dabbiere, 80% of the equity interest of which
is held by a trust for the benefit of Mr. Dabbiere's siblings, certain
extended relatives and any future descendants. Mr. Dabbiere disclaims
beneficial ownership of the shares held by Pegasys which are allocable to
the interest held by the trust.
(4) Includes 287,468 shares issuable pursuant to Presently Exercisable Options.
(5) Includes 2,332,693 shares held by a limited partnership controlled by Mr.
Raghavan, the 99% limited partnership interest of which is owned by a trust
for the benefit of his descendants, and 6,000 shares held by Mr. Raghavan
for the benefit of his minor child. Mr. Raghavan disclaims beneficial
ownership of the shares held by the limited partnership which are allocable
to the interest held by the trust and the shares held for the benefit of
his child.
(6) Includes 30,000 shares held by Mr. Dabbiere for the benefit of his minor
children and 160,000 shares issuable pursuant to Presently Exercisable
Options.
(7) Includes 50,000 shares issuable pursuant to Presently Exercisable Options.
(8) Includes 60,000 shares issuable pursuant to Presently Exercisable Options.
(9) Includes 93,334 shares issuable pursuant to Presently Exercisable Options.
(10) Includes 95,000 shares issuable pursuant to Presently Exercisable Options.
(11) Includes 10,000 shares issuable pursuant to Presently Exercisable Options.
(12) Includes 1,847,917 shares held by a limited partnership controlled by
Ponnambalam Muthiah, the 99% limited partnership interest of which is held
by a trust for the benefit of his descendants, and 12,000 shares held by
him for the benefit of his minor children. Ponnambalam Muthiah disclaims
beneficial ownership of the shares held by the limited partnership which
are allocable to the interest held by the trust and the shares held for the
benefit of his children.
(13) Includes 2,319,461 shares held by a limited partnership controlled by Mr.
Rao, the 99% limited partnership interest of which is held by a trust for
the benefit of his descendants, and 6,400 shares held by Mr. Rao for the
benefit of his minor children. Mr. Rao disclaims beneficial ownership of
the shares held by the limited partnership which are allocable to the
interest held by the trust and the shares held for the benefit of his
children.
(14) Includes 10,695,063 shares held by a corporation controlled by Mr.
Dabbiere; 2,332,693 shares held by a limited partnership controlled by Mr.
Raghavan; 100,000 shares held by Mr. Raghavan and 6,000 shares held by Mr.
Raghavan's child, who is a minor; 92,083 shares held by Mr. Haddrill;
88,000 shares held by David K. Dabbiere and 30,000 shares held by Mr.
Dabbiere for the benefit of his minor children; 52,500 shares held by Brian
J. Cassidy; 2,500 shares held by John J. Huntz, Jr.; 1,000 shares held by
Thomas E. Noonan; and 765,802 shares issuable pursuant to Presently
Exercisable Options.
3
<PAGE> 6
PROPOSAL 1
ELECTION OF DIRECTORS
INTRODUCTION
At the Annual Meeting, two directors are to be elected for the terms
described below. The Board of Directors is divided into three classes, each of
whose members serve for staggered three-year terms. The Board is currently
comprised of two Class I directors (Mr. Dabbiere and Mr. Cassidy), two Class II
directors (Mr. Raghavan and Mr. Haddrill) and two Class III directors (Mr. Huntz
and Mr. Noonan). At each annual meeting of shareholders, a class of directors
will be elected for a three-year term to succeed the directors of the same class
whose terms are then expiring. The terms of the Class I directors, Class II
directors and Class III directors will expire upon the election and
qualification of successor directors at the 2002, 2000 and 2001 annual meeting
of shareholders, respectively. There are no family relationships among any of
the directors or director nominees of the Company.
The Board of Directors has adopted a policy statement that provides as
follows: "[i]t is the policy of Manhattan Associates, Inc., in order to ensure
full representation of the Company's shareholders on the Board of Directors and
to enhance the Company's access to talented managerial advisors, that no
nonemployee director of the Company shall serve as a director for more than
eight consecutive years and that each nonemployee director when first elected to
the Board of Directors (including after a period of non-service) shall serve for
only a one year term unless renominated by the Board of Directors at that time,
in which case he or she shall be included in the Company's staggered board in a
manner determined by the Board of Directors."
Shares represented by executed Proxies will be voted, if authority to
do so is not withheld, for the election of the two nominees named below. In the
event that any nominee should be unavailable for election as a result of an
unexpected occurrence, such shares will be voted for the election of such
substitute nominee as the Board of Directors may select. Each person nominated
for election has agreed to serve if elected, and management has no reason to
believe that any nominee will be unable to serve.
The Board of Directors recommends a vote FOR each named nominee.
NOMINEES
The name and age, principal occupation or employment, and other data
regarding each nominee, based on information received from the respective
nominees, are set forth below:
Nominees to Serve as a Class II Director
RICHARD M. HADDRILL, age 46, has served as a Director of Manhattan
since October 1999 and has served as President and Chief Executive Officer of
Manhattan since October 1999. From September 1996 until June 1999, Mr. Haddrill
served as a board member for Powerhouse Technologies, a technology, services and
gaming company. From 1994 until 1996, Mr. Haddrill served as Powerhouse's
Executive Vice President and served as President and Chief Executive Officer
from 1996 until October 1999. From 1991 until 1994, Mr. Haddrill was President
of the international subsidiaries of Knowledgeware, a computer software company.
From 1975 until 1991, Mr. Haddrill was employed at Ernst & Young, and he held
various positions there including Managing Partner and Partner.
DEEPAK RAGHAVAN, age 34, a founder of Manhattan, has served as Senior
Vice President of Manhattan since August 1998, as a Director since February 1998
and as Chief Technology Officer since its inception in 1990. From 1987 until
1990, Mr. Raghavan was a Senior Software Engineer for Infosys Technologies
Limited, a software development company, where he specialized in the design and
implementation of information systems for the apparel manufacturing industry.
4
<PAGE> 7
CURRENT DIRECTORS
The Directors of the Company continuing in office as Class I Directors,
elected to serve until the 2002 Annual Meeting, are as follows:
ALAN J. DABBIERE, age 38, a founder of Manhattan, served as Chief
Executive Officer and President of Manhattan from its inception in 1990 until
October 1999 and has served as Chairman of the Board since February 1998. From
1986 until 1990, Mr. Dabbiere was employed by Kurt Salmon Associates, a
management consulting firm specializing in consumer products manufacturing and
retailing, where he specialized in consulting for the retail and consumer
products manufacturing industries. At Kurt Salmon Associates, Mr. Dabbiere
participated in Quick Response pilot projects focused on the value of an
integrated supply chain initiative. Mr. Dabbiere serves on the American Apparel
Manufacturer Association's Management Systems Committee.
BRIAN J. CASSIDY, age 54, has served as a Director of Manhattan since
May 1998. Mr. Cassidy has served as the Vice-Chairman and Co-Founder of WebForia
Inc., formerly LiveContent Inc., a developer and supplier of research tools for
the Internet, since April 1996. Prior to joining LiveContent Inc., Mr. Cassidy
served as Vice President of Business Development of Saros Corporation, a
developer of document management software, from January 1993 to March 1996.
Prior to joining Saros Corporation, Mr. Cassidy was employed by Oracle
Corporation, as Joint Management Director of European Operations and a member of
the Executive Management Board from 1983 to 1988 and as Worldwide Vice President
of Business Development from 1988 to 1990.
The Directors of the Company continuing in office as Class III
Directors, elected to serve until the 2001 Annual Meeting, are as follows:
JOHN J. HUNTZ, JR., age 49, has served as a Director of Manhattan since
January 1999. Mr. Huntz serves as Managing Director of Fuqua Ventures, LLC, a
private equity investment firm. Mr. Huntz served as Executive Vice President and
Chief Operating Officer of Fuqua Enterprises, Inc., a company that manufactures
health-care products, from August 1995 to March 1998 and as its Senior Vice
President since March 1994. From June 1989 to March 1994, Mr. Huntz served as
the Managing Partner of Noble Ventures International, Inc., a private
international investment company. From 1984 to 1989, Mr. Huntz held the position
of Director of Capital Resources for Arthur Young & Company, and from 1979 to
1984, Mr. Huntz was with Harrison Capital, Inc., a venture capital investment
subsidiary of Texaco, Inc. Mr. Huntz founded and serves as President of the
Atlanta Venture Forum, a risk capital network, and is a member of the National
Association of Small Business Investment Companies and the Southern Regional
Association of Small Business Investment Companies.
THOMAS E. NOONAN, age 39, has served as a Director of Manhattan since
January 1999. Mr. Noonan has served as the President and as a Director of ISS
Group, Inc., a provider of network security monitoring, detection and response
software, since June 1995, and as its Chief Executive Officer and Chairman of
the Board of Directors since November 1996. Prior to joining ISS Group, Inc.,
Mr. Noonan served as Vice President, Sales and Marketing with TSI International,
Inc., an electronic commerce company, from September 1994 until May 1995. From
November 1989 until September 1994, Mr. Noonan held high-level sales and
marketing positions at Dun & Bradstreet Software, a developer of enterprise
business software.
5
<PAGE> 8
BOARD OF DIRECTORS MEETINGS, COMMITTEES AND COMPENSATION
During 1999, the Board of Directors held four meetings. All of the
incumbent directors attended at least 75% of the aggregate total number of
meetings of the Board of Directors and meetings of committees of the Board of
Directors on which they served.
Messrs. Dabbiere and Raghavan served as members of the Executive
Committee in 1999. The Executive Committee is empowered to exercise all
authority of the Board of Directors, except as limited by the Georgia Business
Corporation Code ("GBCC"). Under the GBCC, an Executive Committee may not, among
other things, approve or propose to shareholders actions required to be approved
by shareholders, fill vacancies on the Board of Directors or any of its
committees, amend or repeal the bylaws, or approve a plan of merger not
requiring shareholder approval. Messrs. Cassidy, Huntz and Noonan served as
members of the Compensation Committee in 1999. The Compensation Committee is
responsible for reviewing and recommending salaries, bonuses and other
compensation for our officers. The Compensation Committee is also responsible
for administering Manhattan's stock option plans and for establishing the terms
and conditions of all stock options granted under these plans. Messrs. Huntz and
Noonan served as members of the Audit Committee in 1999. The Audit Committee is
responsible for recommending independent auditors, reviewing with the
independent auditors the scope and results of the audit engagement, monitoring
our financial policies and internal control procedures, and reviewing and
monitoring the provisions of non-audit services by our auditors.
Non-employee members of the Board of Directors received $1,000 for each
board meeting attended in 1999 and $500 for each committee meeting held
independently of a board meeting. The Company may also grant stock options to
the non-employee members of the Board of Directors. In 1999, the Company granted
stock options to purchase 10,000 shares of Common Stock to each non-employee
director. Also in 1999, options to purchase 100,000 shares of Common Stock at
$9.00 per share were granted to Brian J. Cassidy. Under the option agreement,
25,000 shares vested on each of April 27, 1999 and October 27, 1999, and 25,000
shares vest on each of April 27, 2000 and October 27, 2000.
6
<PAGE> 9
EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth, for the
three years ended December 31, 1999, the total compensation paid to or accrued
for the Chief Executive Officer and other Executive Officers as defined under
the rules of the Securities and Exchange Commission with the next highest total
annual salary and bonus that exceeded $100,000 (collectively, the "Named
Executive Officers").
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------- ------------
NUMBER OF
OTHER SECURITIES ALL
ANNUAL UNDERLYING OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) OPTIONS COMPENSATION
- --------------------------- ------ -------- -------- ---------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Alan J. Dabbiere (2)...................... 1999 $150,000 -- -- -- --
Chairman of the Board 1998 150,000 -- -- -- --
1997 250,000 $406,170(3) -- -- --
Richard M. Haddrill (4)................... 1999 44,000 52,060(5) $100,000(6) 1,300,000 $300,000(7)
President, Chief Executive 1998 -- -- -- -- --
Officer and Director 1997 -- -- -- -- --
David K. Dabbiere......................... 1999 160,000 50,000(8) -- -- --
Senior Vice President, Chief 1998 104,340 150,000(9) 50,280(10) 160,000 17,000(11)
Legal Officer and Secretary 1997 -- -- -- -- --
Neil Thall................................ 1999 229,167 -- -- 140,000 --
Executive Vice President-- 1998 184,633 40,000(12) -- -- --
Professional Services 1997 -- -- -- 150,000 --
Deepak Raghavan........................... 1999 125,000 -- -- -- --
Senior Vice President, Chief 1998 125,000 -- -- -- --
Technology Officer and Director 1997 175,525 -- -- -- --
Jeffry W. Baum............................ 1999 125,000 265,220(13) -- 80,000 --
Senior Vice President--International 1998 89,449 89,449(14) -- 160,000 --
Operations 1997 -- -- -- -- --
Michael J. Casey (15)..................... 1999 136,250 25,000(8) -- 75,000 --
Former Senior Vice President, Chief 1998 121,939 25,000(14) -- 45,000 --
Financial Officer and Treasurer 1997 16,154 20,000(16) -- 100,000 --
</TABLE>
(1) In accordance with the rules of the Securities and Exchange Commission,
other compensation received in the form of perquisites and other personal
benefits has been omitted because such perquisites and other personal
benefits constituted less than the lesser of $50,000 or 10% of the total
annual salary and bonus for the Named Executive Officer for such year.
(2) Mr. Alan Dabbiere served as President and Chief Executive Officer until
October 1999. Mr. Dabbiere continues to serve as Chairman of the Board.
(3) Represents bonuses and sales commissions awarded and paid in 1997 based
upon 1997 performance.
(4) Mr. Haddrill has served as President, Chief Executive Officer and Director
since October 1999.
(5) Represents bonuses accrued in 1999 based upon 1999 performance.
(6) Represents relocation expenses accrued in 1999.
(7) Represents compensation expense relating to 85,000 shares of Common Stock
issued to Mr. Haddrill in 1999.
(8) Represents bonuses paid in 1999 based upon 1999 performance.
(9) Represents a bonus paid to Mr. Dabbiere in April 1998 upon joining
Manhattan and a bonus accrued in 1998 based upon 1998 performance.
(10) Represents payments of relocation expenses.
(11) Represents payments for consulting services made prior to Mr. David
Dabbiere's joining Manhattan in March 1998.
(12) Represents bonuses accrued in 1998 based upon 1998 performance.
(13) Represents a bonus of $209,538 paid and $55,682 accrued in 1999 based upon
1999 performance.
(14) Represents bonuses paid in 1998 based upon 1998 performance.
(15) Mr. Casey resigned as Senior Vice President, Chief Financial Officer and
Treasurer in December 1999.
(16) Represents a bonus paid to Mr. Casey in November 1997 upon joining
Manhattan.
7
<PAGE> 10
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth all individual grants of stock options
during the year ended December 31, 1999, to each of the Named Executive
Officers:
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------
NUMBER OF PERCENT OF POTENTIAL REALIZABLE
SECURITIES TOTAL OPTIONS VALUE AT ASSUMED
UNDERLYING GRANTED TO EXERCISE OR ANNUAL RATES OF STOCK
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION PRICE APPRECIATION
NAME GRANTED FISCAL YEAR PER SHARE DATE FOR OPTION TERM(1)
---- ---------- ------------- ----------- ---------- -----------------------
5% 10%
---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Alan J. Dabbiere ....... -- -- -- -- -- --
Richard M. Haddrill .... 1,300,000 27.9% $ 3.53 10/11/09 $2,887,019 $7,316,274
David K. Dabbiere ...... -- -- -- -- -- --
Neil Thall ............. 110,000 2.4% 7.69 6/8/09 531,809 1,347,708
30,000 0.6% 5.75 12/7/09 108,484 274,921
Deepak Raghavan ........ -- -- -- -- -- --
Jeffry W. Baum ......... 50,000 1.1% 3.53 10/11/09 111,039 281,395
30,000 0.6% 5.38 11/29/09 101,409 256,991
Michael J. Casey ....... 75,000 1.6% 7.69 6/8/09 362,597 918,892
</TABLE>
- ----------
(1) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based on the fair market value per share on the date of grant and
assumed rates of stock price appreciation of 5% and 10% compounded annually
from the date the respective options were granted to their expiration date.
These assumptions are mandated by the rules of the Securities and Exchange
Commission and are not intended to forecast future appreciation of our
stock price. The potential realizable value computation is net of the
applicable exercise price, but does not take into account federal or state
income tax consequences and other expenses of option exercises or sales of
appreciated stock. Actual gains, if any, are dependent upon the timing of
such exercise and the future performance of our Common Stock. There can be
no assurance that the rates of appreciation in this table can be achieved.
This table does not take into account any appreciation in the price of our
Common Stock to date.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES
The following table summarizes the number of shares and value realized
by each of the Named Executive Officers upon the exercise of options and the
value of the outstanding options held by the Named Executive Officers at
December 31, 1999:
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SHARES SECURITIES UNDERLYING UNEXERCISED
ACQUIRED VALUE UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
NAME ON EXERCISE REALIZED(1) AT FISCAL YEAR-END AT FISCAL YEAR-END(2)
---- ----------- ----------- --------------------------- ---------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Alan J. Dabbiere........... -- -- -- -- -- --
Richard M. Haddrill........ -- -- 93,461 1,206,539 $ 359,241 $4,637,634
David K. Dabbiere.......... -- -- 160,000 -- -- --
Neil Thall................. -- -- 60,000 150,000 125,000 142,500
Deepak Raghavan............ -- -- -- -- -- --
Jeffry W. Baum............. -- -- 46,667 193,333 -- 252,188
Michael J. Casey........... 20,000 $106,028 53,334 -- 260,003 --
</TABLE>
- ----------
(1) Amounts disclosed in this column do not reflect amounts actually received
by the Named Executive Officers but are calculated based on the difference
between the fair market value on the date of exercise of the options and
the exercise price of the options. The Named Executive Officers will
receive cash only if and when they sell the Common Stock issued upon
exercise of the options, and the amount of cash received by such
individuals is dependent on the price of our Common Stock at the time of
such sale.
(2) Based on the fair market value of our Common Stock as of December 31, 1999
of $7.375 per share as reported on the Nasdaq National Market, less the
exercise price payable upon exercise of such options.
8
<PAGE> 11
EMPLOYMENT AGREEMENTS
Mr. Thall entered into an employment agreement with Manhattan effective
November 25, 1997. For 2000, Mr. Thall is entitled to receive an annual base
salary of $250,000 and is entitled to a performance-related bonus of up to
$80,000. In addition, Mr. Thall received an option to purchase 150,000 shares of
our Common Stock, of which 40,000 shares vested on each of November 25, 1997,
1998 and 1999 and 30,000 shares vest on November 25, 2000. Under the terms of
the agreement, Mr. Thall has agreed to assign to us all patents, copyrights and
other intellectual property developed by him during the course of his
employment. In addition, Mr. Thall has agreed not to solicit our customers for a
period of one year following his voluntary termination or termination without
cause.
Mr. Haddrill entered into an employment agreement with Manhattan
effective October 11, 1999. Pursuant to this agreement, Mr. Haddrill is entitled
to receive an annual base salary of $300,000 and a performance-related bonus
equal to 2% of pre-tax operating income. In addition, Mr. Haddrill received
85,000 shares of our Common Stock and an option to purchase 1,300,000 shares of
our Common Stock, which vests in equal quarterly installments over three years
commencing at execution of the employment agreement. All of the shares granted
pursuant to this option will become immediately exercisable upon a change in
control as defined in the agreement. Mr. Haddrill will also receive $100,000 as
reimbursement of certain relocation expenses. Under the agreement, Mr. Haddrill
has agreed to assign to us all patents, copyrights and other intellectual
property developed by him during the course of his employment. In addition, Mr.
Haddrill has agreed not to solicit our customers for a period of one year
following his termination. In connection with any termination of Mr. Haddrill's
employment, other than a termination based on gross negligence or willful
misconduct, Mr. Haddrill will be entitled to receive a severance payment within
10 days of termination equal to two times his base salary and bonus (limited for
these purposes to an amount not to exceed his base salary). In addition, Mr.
Haddrill is eligible to receive up to $1.2 million as reimbursement for certain
taxes, if incurred, upon a change in control as defined in the agreement.
STOCK OPTION PLANS
Manhattan Associates, LLC Option Plan. The Manhattan Associates, LLC
Option Plan (the "LLC Option Plan") became effective on January 1, 1997. The
aggregate number of shares reserved for issuance under the LLC Option Plan was
5,000,000 shares. The purpose of the LLC Option Plan was to provide incentives
for key employees, officers, consultants and directors to promote the success of
Manhattan and to enhance our ability to attract and retain the services of such
persons. Options granted under the LLC Option Plan were not options intended to
qualify as "incentive stock options" under Section 422 of the Code. Since
February 28, 1998, no additional options could be granted pursuant to the LLC
Option Plan.
As of December 31, 1999, we had outstanding options to purchase
2,153,797 shares of Common Stock under the LLC Option Plan at a weighted average
exercise price of $4.59 per share.
Stock Incentive Plan. Manhattan's 1998 Stock Incentive Plan (the "Stock
Incentive Plan") was adopted by the Board of Directors and approved by our
shareholders in February 1998. As amended, up to 9,000,000 shares of Common
Stock (subject to adjustment in the event of stock splits and other similar
events), less the number of shares issued under the LLC Option Plan, can be
issued pursuant to stock options and other stock incentives granted under the
Stock Incentive Plan. As of December 31, 1999, we had outstanding options or
other stock incentives to acquire 4,869,569 shares of Common Stock under the
Stock Incentive Plan at a weighted average exercise price of $7.98 per share. At
December 31, 1999, 1,556,721 shares are available for future grant.
The Stock Incentive Plan provides for the grant of incentive stock
options intended to qualify under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), nonstatutory stock options, restricted stock
awards and stock appreciation rights ("SARs", and, together with the other
options and incentives, "Awards"). Officers, employees, directors, advisors and
consultants of Manhattan and any of its subsidiaries are eligible to be granted
Awards under the Stock Incentive Plan. Under present law, however, incentive
stock options may be granted only to employees. The granting of Awards under the
Stock Incentive Plan is discretionary. We will be required to recognize
compensation expense over the vesting period of any SARs granted.
9
<PAGE> 12
Optionees receive the right to purchase a specified number of shares of
Common Stock at a specified option price and subject to such other terms and
conditions as are specified in connection with the option grant. Options may be
granted at an exercise price that may be less than, equal to or greater than the
fair market value of the Common Stock on the date of grant. Under present law,
incentive stock options may not be granted at an exercise price less than the
fair market value of the Common Stock on the date of grant (or less than 110% of
the fair market value in the case of incentive stock options granted to
optionees holding more than 10% of the voting power of Manhattan). The Stock
Incentive Plan permits the payment of the exercise price of options to be in the
form of cash, or if the individual option agreement so provides, by surrender to
us of shares of Common Stock or by a cashless exercise through a brokerage
transaction.
The Stock Incentive Plan is administered by the Compensation Committee
of the Board of Directors. The committee has the authority to adopt, amend and
repeal the administrative rules, guidelines and practices relating to the Stock
Incentive Plan generally and to interpret the provisions thereof. The committee
may amend, modify or terminate any outstanding Award and with respect to new
Awards will determine:
- the number of shares of Common Stock covered by options,
restricted stock awards or SARs, the dates upon which such options
or SARs become exercisable and the restrictions on restricted
stock lapse;
- the exercise price of options and SARs and the purchase price, if
any, of restricted stock;
- the duration of options and SARs; and
- the conditions and duration of restrictions on restricted stock.
No Award may be made under the Stock Incentive Plan after February
2008, but Awards previously granted may extend beyond that time. The Board of
Directors may at any time terminate the Stock Incentive Plan. Any such
termination will not affect outstanding options, restricted stock or SARs.
Other Options. In addition to options issued under the LLC Option Plan
and the Stock Incentive Plan, as of December 31, 1999, we have outstanding
options to purchase an aggregate of 651,784 shares of Common Stock to employees
outside of the LLC Option Plan and the Stock Incentive Plan at weighted average
exercise price of $0.30 per share.
DEFERRED COMPENSATION PLANS
401(k) Profit Sharing Plan. We maintain a 401(k) Profit Sharing Plan
(the "401(k) Plan") that is intended to be a tax-qualified contribution plan
under Section 401(k) of the Code. Pursuant to the 401(k) Plan, participants may
contribute, subject to certain Code limitations, up to 18% of eligible
compensation, as defined, to the 401(k) Plan. Employees are eligible for this
arrangement upon completion of their first calendar month of employment. We will
match contributions made by employees pursuant to the 401(k) Plan at a rate of
50% of the participant's contributions, up to 6% of the eligible compensation
being contributed after the participant's first year of employment, subject to
certain Code limitations. All of our employees who have completed one year of
service consisting of at least 1,000 hours of employment are eligible for the
matching contribution. We may make an additional contribution to participants'
401(k) accounts each year at the discretion of the Board of Directors. The
portion of a participant's account attributable to his or her own contributions
is 100% vested. The portion of the account attributable to our contributions
(including matching contributions) vests over 5 to 7 years of service with
Manhattan. Distributions from the 401(k) Plan may be made in the form of a
lump-sum cash payment or in installment payments.
Defined Contribution Plan. We sponsored a defined contribution pension
plan (the "Pension Plan") covering substantially all of our employees. Under the
Pension Plan, we contributed up to 8% of a participant's eligible compensation,
as defined, to the Pension Plan after the participant's first year of
employment. There were no contributions to the Plan during 1998 or 1999 as the
Plan was terminated in 1998.
10
<PAGE> 13
PAC 401(k) Profit Sharing Plan. Performance Analysis Corporation, a
wholly-owned subsidiary of Manhattan, sponsors a 401(k) Profit Sharing Plan (the
"PAC 401(k) Plan"), covering substantially all employees of PAC. Under the PAC
401(k) Plan's deferred compensation arrangement, eligible employees who elect to
participate in the PAC 401(k) Plan may contribute up to 15% of eligible
compensation, as defined, to the PAC 401(k) Plan. The PAC 401(k) Plan may allow
for a matching contribution that is determined by the Board of Directors of PAC
each plan year.
LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS
Our Articles of Incorporation provide that the liability of the
directors to the shareholders for monetary damages shall be limited to the
fullest extent permissible under Georgia law. This limitation of liability does
not affect the availability of injunctive relief or other equitable remedies.
Our Bylaws provide that we will indemnify each of our officers,
directors, employees and agents to the extent that he or she is or was a party,
or is threatened to be made a party, to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative because he or she is or was a director, officer, employee or agent
of Manhattan, against reasonable expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with such action,
suit or proceeding; provided, however, that no indemnification shall be made
for:
- any appropriation, in violation of his or her duties, of any
business opportunity of Manhattan;
- acts or omissions that involve intentional misconduct or a knowing
violation of law;
- any liability under Section 14-2-832 of the GBCC, which relates to
unlawful payments of dividends and unlawful stock repurchases and
redemptions; or
- any transaction from which he or she derived an improper personal
benefit.
We have entered into indemnification agreements with certain officers and
directors providing indemnification similar to that provided in the Bylaws.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following non-employee directors were the members of the
Compensation Committee of the Board of Directors during 1999: Brian J. Cassidy,
John J. Huntz, Jr. and Thomas E. Noonan. During 1999, the Company paid Mr.
Cassidy approximately $60,000 for consulting services. In addition, the Company
granted options to purchase 100,000 shares of Common Stock at $9.00 per share to
Mr. Cassidy during 1999. Under the option agreement, 25,000 shares vested on
each of April 27, 1999 and October 27, 1999, and 25,000 shares vest on each of
April 27, 2000 and October 27, 2000.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers and persons who own beneficially more
than 10% of our Common Stock to file reports of ownership and changes in
ownership of such stock with the Securities and Exchange Commission. To the
Company's knowledge, its directors, executive officers and 10% shareholders
complied during 1999 with all applicable Section 16(a) filing requirements.
11
<PAGE> 14
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
GENERAL
The Compensation Committee of the Company's Board of Directors has
furnished the following report on Executive Compensation in accordance with the
rules and regulations of the Securities and Exchange Commission. This report
outlines the duties of the Committee with respect to executive compensation, the
various components of the Company's compensation program for executive officers
and other key employees, and the basis on which the 1999 compensation was
determined for the executive officers of the Company, with particular detail
given to the 1999 compensation for the Company's Chairman of the Board and Chief
Executive Officers.
COMPENSATION OF EXECUTIVE OFFICERS GENERALLY
The Compensation Committee of the Board of Directors (the "Committee")
is responsible for establishing compensation levels for the executive officers
of the Company, including the annual bonus plan for executive officers and for
administering the Company's Stock Option Plan. The Committee is comprised of
three non-employee directors: Messrs. Cassidy (Chair), Huntz and Noonan. The
Committee's overall objective is to establish a compensation policy that will
(i) attract, retain and reward executives who contribute to achieving the
Company's business objectives; (ii) motivate executives to obtain these
objectives; and (iii) align the interests of executives with those of the
Company's long-term investors. The Company compensates executive officers with a
combination of salary and incentives designed to focus their efforts on
maximizing both the near-term and long-term financial performance of the
Company. In addition, the Company's compensation program rewards individual
performance that furthers Company goals. The executive compensation program
includes the following: (i) base salary; (ii) incentive bonuses; (iii) long-term
equity incentive awards in the form of stock option grants; and (iv) other
benefits. Each executive officer's compensation package is designed to provide
an appropriately weighted mix of these elements, which cumulatively provide a
level of compensation roughly equivalent to that paid by companies of similar
size and complexity.
Base Salary. Base Salary levels for each of the Company's executive
officers, including the Chief Executive Officer, are generally set within a
range of base salaries that the Committee believes are paid to similar executive
officers at companies deemed comparable based on the similarity in revenue
level, industry segment and competitive employment market to the Company. In
addition, the Committee generally takes into account the Company's past
financial performance and future expectations, as well as the performance of the
executives and changes in the executives' responsibilities.
Incentive Bonuses. The Committee recommends the payment of bonuses to
provide an incentive to executive officers to be productive over the course of
each fiscal year. These bonuses are awarded only if the Company achieves or
exceeds certain corporate performance objectives. The incentive bonus to each
executive officer is based on the individual executive's performance as it
relates to the Company's performance.
Equity Incentives. Stock options are used by the Company for payment of
long-term compensation to provide a stock-based incentive to improve the
Company's financial performance and to assist in the recruitment, retention and
motivation of professional, managerial and other personnel. Generally, stock
options are granted to executive officers from time to time based primarily upon
the individual's actual and/or potential contributions to the Company and the
Company's financial performance. Stock options are designed to align the
interests of the Company's executive officers with those of its shareholders by
encouraging executive officers to enhance the value of the Company, the price of
the Common Stock, and hence, the shareholder's return. In addition, the vesting
of stock options over a period of time is designed to create an incentive for
the individual to remain with the Company. The Company has granted options to
the executives on an ongoing basis to provide continuing incentives to the
executives to meet future performance goals and to remain with the Company.
During the fiscal year ended December 1999, options to purchase an aggregate of
1,595,000 shares of Common Stock were granted to the Company's executive
officers.
12
<PAGE> 15
Other Benefits. Benefits offered to the Company's executive officers
are provided to serve as a safety net of protection against the financial
catastrophes that can result from illness, disability, or death. Benefits
offered to the Company's executive officers are substantially the same as those
offered to all of the Company's regular employees. In 1995, the Company
established a tax-qualified deferred compensation 401(k) Savings Plan (the
"Plan") covering all of the Company's eligible full-time employees. Under the
Plan, participants may elect to contribute, through salary reductions, up to 18%
of their annual compensation subject to a statutory maximum. The Company
provides additional matching contributions in the amount of 50% up to the first
6% contributed under the Plan. The Plan is designed to qualify under Section 401
of the Internal Revenue Code so that the contributions by employees or by the
Company to the Plan, and income earned on plan contributions, are not taxable to
employees until withdrawn from the Plan, and so that contributions by the
Company will be deductible by the Company when made.
COMPENSATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS
The Committee annually reviews the performance and compensation of the
Chairman of the Board of Directors based on the assessment of his past
performance and its expectation of his future contributions to the Company's
performance. Alan J. Dabbiere has served as the Company's Chairman of the Board
since February 1998. In 1999, Mr. Dabbiere's base salary as Chairman of the
Board and Chief Executive Officer was set at $150,000. The Committee believes
the compensation paid to Mr. Dabbiere was reasonable.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The Committee annually reviews the performance and compensation of the
Chief Executive Officer based on the assessment of his past performance and its
expectation of his future contributions to the Company's performance. Alan J.
Dabbiere served as the Company's Chief Executive Officer from 1990 until October
1999. In 1999, Mr. Dabbiere's base salary as Chairman of the Board and Chief
Executive Officer was set at $150,000. Richard M. Haddrill has served as the
Company's Chief Executive Officer since October 1999. Mr. Haddrill's base salary
was set at $44,000 for the period October 1, 1999 to December 31, 1999. For the
twelve month period commencing on January 1, 2000, Mr. Haddrill's base salary
was set at $300,000. The Committee believes the compensation paid to Messrs.
Dabbiere and Haddrill was reasonable.
POLICY WITH RESPECT TO QUALIFYING COMPENSATION FOR DEDUCTIBILITY
Section 162(m) of the Internal Revenue Code imposes a limit on tax
deductions for annual compensation (other than performance-based compensation)
in excess of one million dollars paid by a corporation to its Chief Executive
Officer and the other four most highly compensated executive officers of a
corporation. The Company has not established a policy with regard to Section
162(m) of the Code, since the Company has not and does not currently anticipate
paying cash compensation in excess of one million dollars per annum to any
employee. None of the compensation paid by the Company in 1998 was subject to
the limitations on deductibility. The Board of Directors will continue to assess
the impact of Section 162(m) on its compensation practices and determine what
further action, if any, is appropriate.
Compensation Committee
Brian J. Cassidy, Chairman
John J. Huntz, Jr.
Thomas E. Noonan
13
<PAGE> 16
STOCK PERFORMANCE GRAPH
The following line-graph provides a comparison of the cumulative total
shareholder return on our Common Stock for the period from the date of the
Company's initial public offering on April 23, 1998 through December 31, 1999,
against the cumulative shareholder return during such period achieved by The
Nasdaq Stock Market (U.S. Companies) ("Nasdaq US") and the Index for Nasdaq
Listed Supply Chain Solution Provider Stocks (the "Nasdaq Computer Index"). The
graph assumes that $100 was invested on April 23, 1998 in our Common Stock and
in each of the comparison indices, and assumes reinvestment of dividends.
[GRAPH]
<TABLE>
<CAPTION>
Index For
NASDAQ Stock NASDAQ Listed
Measurement Period Manhattan Market (U.S. Supply Chain
(Fiscal Year Covered) Associates Companies) Solution Provider Stocks
- --------------------- ---------- ------------ ------------------------
<S> <C> <C> <C>
4/23/98 100.00 100.00 100.00
12/31/98 181.67 120.14 51.41
12/31/99 49.16 217.04 118.82
</TABLE>
The Stock Performance Graph shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended (collectively, the "Acts"), except
to the extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
CERTAIN TRANSACTIONS
LLC DISTRIBUTION AND RESTRUCTURING
In April 1998, Manhattan Associates LLC ("Manhattan LLC") contributed
all of its assets and liabilities, including the stock of Performance Analysis
Corporation, to Manhattan in exchange for Common Stock of Manhattan (the
"Restructuring"). Immediately prior to the Restructuring, Manhattan LLC
distributed all undistributed earnings, calculated on a tax basis, at December
31, 1997, or approximately $9.2 million, and all undistributed earnings from
December 31, 1997 through the date of the Restructuring, or approximately $2.5
million, to Manhattan LLC's shareholders.
TAX INDEMNIFICATION AGREEMENTS
We have entered into tax indemnification agreements (the "Tax
Indemnification Agreements") with Pegasys Systems Incorporated ("Pegasys"), a
corporation controlled by Alan J. Dabbiere; Alan J. Dabbiere; Deepak Raghavan,
our Chief Technology Officer; two other founders of the Company, Deepak M.J. Rao
and Ponnambalam Muthiah; and certain entities affiliated with such individuals.
Each of the Tax Indemnification Agreements provide for, among other things, the
indemnification of Manhattan by these persons for any federal and state income
taxes (including interest and penalties) incurred by us if for any reason
Manhattan LLC were to be taxable as a "C"
14
<PAGE> 17
corporation during the period prior to the Restructuring and for any tax
liabilities incurred by us by reason of the Restructuring. The liability of each
of such persons to us may not exceed the amount of any distributions received
(directly or indirectly) by such persons from Manhattan LLC, net of any taxes
attributable to his distributed share of Manhattan LLC's income. The Tax
Indemnification Agreements also provide for the indemnification by us of each
party for certain additional taxes, interest and penalties resulting from
Manhattan LLC being taxed as a partnership.
RELATED PARTY TRANSACTIONS
During 1999, Peter V. Dabbiere, a brother of Alan J. Dabbiere, was
employed by us as the general manager of hardware sales and support and received
an aggregate payment of $128,208.
During 1999, Joel D. Dabbiere, a brother of Alan J. Dabbiere, was
employed by us in various sales management roles and received an aggregate
payment of $110,413.
During 1999, David K. Dabbiere, a brother of Alan J. Dabbiere, was
employed by us as Senior Vice President, Chief Legal Officer and Secretary and
received an aggregate payment of $247,500.
All cash compensation paid to Alan Dabbiere's brothers was comparable
to compensation that would have been paid to unaffiliated persons.
During 1999, the Company paid Brian J. Cassidy, a Class I Director,
approximately $60,000 for consulting services. In addition, the Company granted
options to purchase 100,000 shares of Common Stock at $9.00 per share to Mr.
Cassidy during 1999. Under the option agreement, 25,000 shares vested on each of
April 27, 1999 and October 27, 1999, and 25,000 shares vest on each of April 27,
2000 and October 27, 2000.
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
In April 2000, the Board of Directors appointed the accounting firm of
Arthur Andersen LLP to serve as its independent auditor for the fiscal year
ending December 31, 2000. The appointment of this firm was recommended to the
Board by its Audit Committee. A proposal to ratify that appointment will be
presented at the Annual Meeting. Representatives of Arthur Andersen LLP are
expected to be present at the meeting. They will have an opportunity to make a
statement if they desire to do so and will be available to respond to
appropriate questions from shareholders.
The Board of Directors recommends a vote FOR ratification of selection
of independent auditors.
SHAREHOLDER PROPOSALS
Rules of the Securities and Exchange Commission require that any
proposal by a shareholder of the Company for consideration at the 2001 Annual
Meeting of Shareholders must be received by the Company no later than December
16, 2000 if any such proposal is to be eligible for inclusion in the Company's
proxy materials for its 2001 Annual Meeting. Under such rules, the Company is
not required to include shareholder proposals in its proxy materials unless
certain other conditions specified in such rules are met.
In order for a shareholder to bring any business or nominations before
the Annual Meeting of Shareholders, certain conditions set forth in Sections
2.14 and 3.8 of the Company's Bylaws must be complied with, including, but not
limited to, delivery of notice to the Company not less than 30 days prior to the
meeting as originally scheduled.
15
<PAGE> 18
OTHER MATTERS
Management of the Company is not aware of any other matter to be
presented for action at the Annual Meeting other than those mentioned in the
Notice of Annual Meeting of Shareholders and referred to in this Proxy
Statement. However, should any other matter requiring a vote of the shareholders
arise, the representatives named on the accompanying Proxy will vote in
accordance with their best judgment as to the interests of the Company and
shareholders.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ David K. Dabbiere
-----------------------------------
David K. Dabbiere
Secretary
16
<PAGE> 19
MANHATTAN ASSOCIATES, INC.
2300 WINDY RIDGE PARKWAY
SUITE 700
ATLANTA, GEORGIA 30339
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Alan J. Dabbiere and David K. Dabbiere, Esq.
and each of them, with full power of substitution, as Proxy, to represent and
vote all the shares of Common Stock of Manhattan Associates, Inc. held of record
by the undersigned on April 7, 2000, at the annual meeting of Shareholders to be
held on May 16, 2000 or any adjournment thereof, as designated on the reverse
side hereof and in their discretion as to other matters.
Please sign exactly as name appears on the reverse side. When shares are
held by joint tenants, both should sign. When signing as attorney, as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
(Please date and sign on reverse)
(Continued on reverse side)
(Continued from other side)
The shares represented by this Proxy will be voted as directed by the
Shareholder. If no direction is given when the duly executed Proxy is returned,
such shares will be voted "FOR" all nominees in Proposal 1 and "FOR" Proposal
2. I PLAN TO ATTEND MEETING [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL NOMINEES" IN PROPOSAL 1 AND
"FOR" PROPOSAL 2.
PROPOSAL 1 Election of the following Nominees as Directors:
[ ] FOR all nominees listed below [ ] WITHHELD For all Nominees
listed below
(except as marked to the contrary)
NOMINEES: RICHARD M. HADDRILL DEEPAK RAGHAVAN
INSTRUCTION: (TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A
LINE THROUGH THE NOMINEE'S NAME ABOVE.)
- --------------------------------------------------------------------------------
PROPOSAL 2 Approval of the appointment of Arthur Andersen LLP as independent
auditors of the Company for the fiscal year ending December 31,
2000: [ ] FOR [ ] AGAINST [ ] ABSTAIN
PLEASE MARK YOUR CHOICE LIKE THIS X IN BLUE OR BLACK INK.
Date __________________ , 2000
______________________________
Signature
______________________________
Signature if held jointly
Please mark, date and sign as
your name appears above and
return in the enclosed
envelope.
