<PAGE> 1
As filed with the Securities and Exchange Commission on January 8, 2001.
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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MANHATTAN ASSOCIATES, INC.
(Exact name of issuer as specified in its charter)
GEORGIA 58-2373424
(State of Incorporation) (I.R.S. Employer Identification Number)
2300 WINDY RIDGE PARKWAY
SUITE 700
ATLANTA, GEORGIA 30339
(770) 955-7070
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices
and principal place of business)
------------------------------
RICHARD M. HADDRILL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MANHATTAN ASSOCIATES, INC.
2300 WINDY RIDGE PARKWAY, SUITE 700
ATLANTA, GEORGIA 30339
(770) 955-7070
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
JOHN C. YATES, ESQ.
LARRY W. SHACKELFORD, ESQ.
MORRIS, MANNING & MARTIN, L.L.P.
1600 ATLANTA FINANCIAL CENTER
3343 PEACHTREE ROAD, N.E.
ATLANTA, GEORGIA 30326
(404) 233-7000
(404) 365-9532 (FAX)
--------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the effective date of this registration statement as
the selling shareholder shall determine.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================
Amount Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Shares to Be Offering Price Per Aggregate Offering Registration
to Be Registered Registered Share(1) Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 215,000 $34.375 $7,390,625 $1,848.000
===================================================================================================================
</TABLE>
(1) Computed in accordance with Rule 457(c) under the Securities Act of
1933 solely for the purpose of calculating the registration fee, based
upon the average of the high and low prices reported on January 3,
2001, as reported on the Nasdaq National Market.
--------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8(A), MAY DETERMINE.
SUBJECT TO COMPLETION, DATED JANUARY 8, 2001
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The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell the securities and it is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.
PROSPECTUS
215,000 SHARES
[MANHATTAN ASSOCIATES LOGO]
COMMON STOCK
This prospectus relates to up to 215,000 shares of common stock of
Manhattan Associates, Inc., which may be offered from time to time by the
selling shareholder named herein. We will not receive any of the proceeds from
the sale of the shares of common stock.
The shares being registered were issued to the selling shareholder in
connection with the acquisition by us of certain assets of Intrepa, L.L.C., or
Intrepa, on October 24, 2000. In this acquisition, we agreed to register these
shares of common stock.
Our common stock is traded on the Nasdaq National Market under the
symbol "MANH." On January 4, 2001, the last reported sales price for our common
stock as reported on the Nasdaq National Market was $40.6875 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 1 OF THIS PROSPECTUS FOR A
DISCUSSION OF FACTORS THAT YOU SHOULD CONSIDER BEFORE INVESTING IN THE COMMON
STOCK OFFERED HEREBY.
--------------------------
<TABLE>
<CAPTION>
Per Share Total
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<S> <C> <C>
Offering Price................................................ $34.375 $7,390,625
Offering Proceeds to Selling Shareholder(1)................... $34.375 $7,390,625
</TABLE>
(1) Excludes any brokerage commissions to be paid by selling shareholder. We
have agreed to pay the expenses of the registration of the shares for this
offering, which are estimated at $20,000.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-----------------------------------
THE DATE OF THIS PROSPECTUS IS JANUARY 8, 2001.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
Incorporation of Certain Documents by Reference ...................................................... i
Summary .............................................................................................. 1
Risk Factors ......................................................................................... 1
Use of Proceeds ...................................................................................... 9
Business ............................................................................................. 9
Selling Shareholder .................................................................................. 10
Plan of Distribution ................................................................................. 10
Legal Matters ........................................................................................ 11
Experts .............................................................................................. 11
Where You Can Find More Information .................................................................. 11
Disclosure of Commission Position on Indemnification for Securities Act Liabilities .................. 11
</TABLE>
You should rely only on the information contained in this prospectus or
to which we have referred you. We have not authorized anyone to provide you with
information that is different. This prospectus may be used only where it is
legal to sell these securities. The information contained in this prospectus may
be accurate only on the date of this prospectus.
Our trademarks and registered trademarks used in this prospectus
include PkMS(R), infolink(TM) and the Manhattan logo. Other trademarks used in
the prospectus are the property of their owners.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate" into
this prospectus information we periodically file with the Securities and
Exchange Commission in other documents. This means that we can disclose
important information to you by referring to other documents that contain that
information. The information may include documents filed after the date of this
prospectus that update and supersede the information you read in this
prospectus. We incorporate by reference the documents listed below, and all
future documents filed with the Securities and Exchange Commission under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
we terminate the offering of these securities.
<TABLE>
<CAPTION>
SEC File No.: 000-23999 Period/Filing Date
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<S> <C>
Annual Report on Form 10-K Year ended December 31, 1999
Quarterly Reports on Form 10-Q Quarters ended March 31, 2000, June 30, 2000 and
September 30, 2000
Definitive Proxy Statement April 14, 2000
Current Reports on Form 8-K November 6, 2000 and January 8, 2001
Description of the securities to be registered April 6, 1998
contained in our registration statement on Form 8-A
</TABLE>
You may request a copy of these documents, at no cost, by writing to:
Manhattan Associates, Inc.
2300 Windy Ridge Parkway, Suite 700
Atlanta, Georgia 30339
Attn: Thomas Williams, Chief Financial Officer
You should rely on the information incorporated by reference or
provided in this prospectus. We have authorized no one to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. You should not assume that the
information in this prospectus is accurate as of any date other than the date on
the front of the document.
i
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SUMMARY
OUR BUSINESS
We are a leading provider of technology-based solutions to improve
supply chain effectiveness and efficiencies. Our solutions enhance distribution
efficiencies through the integration of supply chain constituents, including
manufacturers, distributors, retailers, suppliers, transportation providers and
end consumers. Our solutions are designed to optimize the receipt, storage,
assembly and distribution of inventory and the management of equipment and
personnel within a warehouse, and to enhance communications between the
warehouse and its trading partners. Our solutions consist of software, including
PkMS, a comprehensive and modular software system; services, including design,
configuration, implementation, and training services, plus customer support
services and software enhancement subscriptions; and hardware. We currently
provide solutions to manufacturers, distributors, retailers and transportation
providers primarily in the following markets: direct-to-consumer/e-commerce,
retail, apparel/footwear, consumer products manufacturing, food/grocery and
third party logistics.
Our principal executive offices are located at 2300 Windy Ridge
Parkway, Suite 700, Atlanta, Georgia 30339, and our telephone number is
770-955-7070.
RECENT DEVELOPMENTS
On October 24, 2000, we acquired certain assets of Intrepa in exchange
for $13.0 million in cash, the issuance of a $7.0 million note payable to
Intrepa, the payment of $2.0 million under a note previously issued by Intrepa
and the issuance of $10.0 million of our common stock to Intrepa, who is the
selling shareholder in this offering.
RISK FACTORS
This offering involves a high degree of risk. You should carefully
consider the risks described below and the other information in this prospectus
before deciding to invest in shares of our common stock. While these are the
risks and uncertainties that we believe are the most important for you consider,
you should know that they are not the only risks or uncertainties facing us or
which may adversely affect our business. If any of the following risks or
uncertainties actually occur, our business, financial condition and operating
results would likely suffer. In that event, the market price of our common stock
could decline and you could lose all or part of the money you paid to buy our
common stock.
RISKS RELATED TO OUR BUSINESS
OUR FAILURE TO MANAGE GROWTH OF OPERATIONS MAY PREVENT US FROM OPERATING
PROFITABLY.
We continue to increase the scope of our operations domestically and
internationally and have increased our number of employees substantially. For
example, at December 31, 1997, 1998 and 1999 we had a total of 191, 517 and 557
employees, respectively, and at September 30, 2000, we had 662 employees. This
growth will continue to place a significant strain on our management systems and
resources. If we are unable to manage our growth effectively, we may not be
profitable. We may further expand domestically or internationally through
internal growth or through acquisitions of related companies and technologies.
Since November 1997, we have implemented new accounting, timekeeping and
customer service systems. Our ability to manage any growth will depend in large
part on the performance of these new systems.
For us to effectively manage our growth, we must continue to:
- improve our operational, financial and management controls;
- improve our reporting systems and procedures;
<PAGE> 5
- enhance management and information control systems;
- develop the management skills of our managers and supervisors;
and
- train and motivate our employees.
OUR FLUCTUATING OPERATING RESULTS COULD CAUSE OUR STOCK PRICE TO FALL.
Our quarterly revenue and operating results are difficult to predict
and may fluctuate significantly from quarter to quarter If our quarterly revenue
or operating results fall below the expectations of investors or public market
analysts, the price of our common stock could fall substantially. Our quarterly
revenue is difficult to forecast for several reasons, including the following:
- the varying sales cycle for our products and services from
customer to customer;
- demand for our products;
- customers' budgeting and purchasing cycles;
- delays in our implementations at customer sites;
- timing of hiring new services employees and the rate at which
these employees become productive;
- development and performance of our distribution channels;
- timing of any acquisitions and related costs; and
- identification of software quality problems.
As a result of these factors, our license revenue is difficult to
predict. Because our revenue from services is largely correlated to our license
revenue, a decline in license revenue could also cause a decline in our services
revenue in the same quarter or in subsequent quarters. In addition, an increase
or decrease in hardware sales, which provide us with lower gross margins than
sales of software licenses or services, may also cause variations in our
quarterly operating results.
Most of our expenses, including employee compensation and rent, are
relatively fixed. In addition, our expense levels are based, in part, on our
expectations regarding future revenue increases. As a result, any shortfall in
revenue in relation to our expectations could cause significant changes in our
operating results from quarter to quarter and could result in quarterly losses.
As a result of these factors, we believe that period-to-period comparisons of
our revenue levels and operating results are not necessarily meaningful.
Although we have grown significantly during the past five years, we do not
believe that our prior growth rates are sustainable or a good predictor of
future operating results. You should not rely on our historical quarterly
revenue and operating results to predict our future performance.
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OUR OPERATING RESULTS ARE SUBSTANTIALLY DEPENDENT ON ONE PRODUCT.
Substantially all of our revenue comes from the sale of our PkMS
software and related services and hardware, and we expect this pattern to
continue. Accordingly, our future operating results will depend on the demand
for PkMS and related services and hardware by future customers, including new
and enhanced releases that are subsequently introduced. We cannot assure you
that the market will continue to demand our current products or that we will be
successful in marketing any new or enhanced products. If our competitors release
new products that are superior to PkMS in performance or price, demand for our
products may decline. A decline in demand for PkMS as a result of competition,
technological change or other factors would reduce our total revenues and harm
our ability to maintain profitability.
OUR INFOLINK SOLUTION MAY NOT BE ACCEPTED BY THE MARKET.
We recently have developed our Internet-based information exchange
system, infolink, and released our initial version of this product in September
2000. Our future success will in part depend upon the adoption of our infolink
product. While we have been collaborating with several retailers to develop and
adopt infolink, we cannot assure you that these retailers or their suppliers and
manufacturers will license infolink from us. Since we believe we are the first
company to offer a product such as infolink, we will need to undertake
substantial marketing efforts to make prospective customers aware of infolink
and to persuade them to accept our product. We expect to face competition in the
future with respect to this product offering. In light of these factors, the
market for infolink may fail to develop or develop more slowly than we expect.
Either outcome would limit the growth of our total revenues and make it more
difficult for us to maintain profitability.
THE LENGTH AND COMPLEXITY OF OUR IMPLEMENTATION CYCLE MAY RESULT IN
IMPLEMENTATION DELAYS, WHICH MAY CAUSE CUSTOMER DISSATISFACTION.
Due to the size and complexity of most of our software implementations,
our implementation cycle can be lengthy and may result in delays. These delays
could cause customer dissatisfaction, which could harm our reputation.
Additional delays could result if we fail to attract, train and retain services
personnel, or if our alliance companies fail to commit sufficient resources
towards implementing our software. These delays and resulting customer
dissatisfaction could harm our reputation and cause our revenue to decline.
THE INABILITY TO ATTRACT AND RETAIN MANAGEMENT AND OTHER PERSONNEL MAY ADVERSELY
AFFECT US.
Our success greatly depends on the continued service of our executives
as well as our other key senior management, technical and sales personnel. The
loss of any of our senior management or other key research, development, sales
and marketing personnel, particularly if lost to competitors, could impair our
ability to grow our business. We do not maintain key man life insurance on any
of our executive officers. Our future success will depend in large part upon our
ability to attract, retain and motivate highly skilled employees. We face
significant competition for individuals with the skills required to perform the
services we offer. We cannot assure you that we will be able to attract and
retain sufficient numbers of these highly skilled employees or to motivate them.
Because of the complexity of the distribution center management software market,
we may experience a significant time lag between the date on which technical and
sales personnel are hired and the time at which these persons become fully
productive.
FLUCTUATIONS IN HARDWARE SALES MAY ADVERSELY AFFECT OUR PROFITABILITY.
A significant portion of our revenue in any period is comprised of the
resale of a variety of third-party hardware products to purchasers of our
software. Our customers may choose to purchase this hardware directly from
manufacturers or distributors of these products. Revenue from hardware sales as
a percentage of total revenue decreased in 1997, 1998 and 1999, and may continue
to decrease in the future. If we are not able to increase our revenue from
software licenses and services or maintain our hardware revenue, our ability to
maintain profitability may be adversely affected.
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IMMIGRATION RESTRICTIONS MAY HINDER OUR EMPLOYEE RETENTION AND HIRING.
A number of our employees are Indian nationals employed pursuant to
non-immigrant work-permitted visas issued by the United States Immigration and
Naturalization Service, or INS. There is a limit on the number of new visas
issued by the INS each year. In years in which this limit is reached, we may be
unable to retain or hire additional foreign employees. The federal government
may in the future further restrict the issuance of new visas. If we are unable
to retain or hire additional foreign employees, we may incur additional labor
costs and expenses or not have sufficient qualified personnel to carry on our
business, which could harm our ability to successfully continue and grow our
business.
WE MAY NOT BE ABLE TO CONTINUE TO COMPETE SUCCESSFULLY WITH OTHER COMPANIES.
We compete in markets that are intensely competitive and are expected
to become more competitive as current competitors expand their product offerings
and new competitors enter the market. Our current competitors come from many
segments of the software industry and offer a variety of solutions directed at
various aspects of the supply chain, as well as the enterprise as a whole. We
face competition for product sales from:
- other distribution center management software, Supply Chain
Management, or SCM, Enterprise Resource Planning, or ERP, and
e-commerce vendors;
- the corporate information technology departments of potential
customers capable of internally developing solutions; and
- smaller independent companies that have developed or are
attempting to develop distribution center management software.
We may face competition in the future from business application
software vendors that may broaden their product offerings by developing or
acquiring distribution center management software, in addition to ERP, SCM and
e-commerce applications vendors. These ERP and SCM vendors have a large number
of strong customer relationships which could provide a significant competitive
advantage. New competitors or alliances among current and new competitors may
emerge and rapidly gain significant market share. Many of our current or
potential future competitors have longer operating histories, greater financial,
technical, marketing and other resources, greater name recognition, and a larger
installed base of customers than we do. To be successful, we must continue to
produce products based on the leading technology in our market. If we cannot
maintain our technological leadership or assemble the development, marketing,
sales and customer service resources to meet any competitive threat, we may lose
market share and suffer reductions in sales prices and gross margins. These
developments could substantially harm our business and operating results.
IF WE CANNOT INTEGRATE ACQUIRED COMPANIES WITH OUR BUSINESS, OUR PROFITABILITY
MAY BE ADVERSELY AFFECTED.
We acquired Performance Analysis Corporation, or PAC, in February 1998,
the Distribution Center Management Systems software product and related assets
of Kurt Salmon Associates in October 1998, and the assets of Intrepa in October
2000. We may from time to time acquire companies with complementary products and
services. These acquisitions will continue to expose us to increased risks and
costs, including the following:
- difficulties in assimilating new operations and personnel;
- diverting financial and management resources from existing
operations; and
- difficulties in integrating acquired technologies.
We may not be able to generate sufficient revenue from any of these
acquisitions to offset the associated acquisition costs. We will also be
required to maintain uniform standards of quality and service, controls,
procedures and policies. Our failure to achieve any of these standards may hurt
relationships with customers, employees, and new management personnel. In
addition, future acquisitions may result in additional stock issuances which
could be dilutive to our shareholders.
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We may also evaluate joint venture relationships with complementary
businesses. Any joint venture we enter into would involve many of the same risks
posed by acquisitions, particularly the following:
- risks associated with the diversion of resources;
- the inability to generate sufficient revenue;
- the management of relationships with third parties; and
- potential additional expenses.
Many business acquisitions must be accounted for using the purchase
method of accounting. Many acquisition candidates have significant intangible
assets, and an acquisition of these businesses, if accounted for as a purchase,
would result in substantial goodwill amortization charges to us, reducing future
earnings. In addition, these acquisitions could involve acquisition-related
charges, such as one-time acquired research and development charges. For
example, we recorded an acquired research and development expense of
approximately $1.6 million in the first quarter of 1998 in connection with the
acquisition of PAC.
OUR GROWTH IS DEPENDENT UPON THE SUCCESSFUL DEVELOPMENT OF OUR INDIRECT SALES
CHANNELS.
We believe that future growth also will depend on developing and
maintaining successful strategic relationships with systems integrators and
third-party software application providers. Our strategy is to continue to
increase the proportion of customers served through these indirect channels. We
are currently investing, and plan to continue to invest, significant resources
to develop these indirect channels. This investment could adversely affect our
operating results if these efforts do not generate license and service revenue
necessary to offset this investment. Also, our inability to recruit and retain
qualified systems integrators could adversely affect our results of operations.
Because lower unit prices are typically charged on sales made through indirect
channels, increased indirect sales could reduce our average selling prices and
result in lower gross margins. In addition, sales of our products through
indirect channels will reduce our consulting service revenues as the third-party
systems integrators provide these services. As indirect sales increase, our
direct contact with our customer base will decrease, and we may have more
difficulty accurately forecasting sales, evaluating customer satisfaction and
recognizing emerging customer requirements. In addition, these systems
integrators and third-party software providers may develop, acquire or market
products competitive with our products.
Our strategy of marketing our products directly to customers and
indirectly through systems integrators and third-party software application
providers may result in distribution channel conflicts. Our direct sales efforts
may compete with those of our indirect channels and, to the extent different
systems integrators target the same customers, systems integrators may also come
into conflict with each other. Any channel conflicts which develop may have a
material adverse effect on our relationships with systems integrators or hurt
our ability to attract new systems integrators.
THERE ARE MANY RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS.
We continue to expand our international operations, and these efforts
require significant management attention and financial resources. We may not be
able to successfully penetrate international markets or if we do, we cannot
assure you that we will grow these markets at the same rate as in North America.
Because of the complex nature of this expansion, it may negatively affect our
business and operating results.
We have committed resources to the opening and integration of
additional international sales offices and the expansion of international sales
and support channels. Our efforts to develop and expand international sales and
support channels may not be successful. International sales are subject to many
risks, including the following:
- difficulties in staffing and managing foreign operations;
- difficulties in managing international systems integrators;
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- difficulties and expenses associated with complying with a
variety of foreign laws;
- difficulties in producing localized versions of our products;
- import and export restrictions and tariffs;
- difficulties in collecting accounts receivable;
- unexpected changes in regulatory requirements;
- currency fluctuations; and
- political and economic instability abroad.
International sales can also be affected to a greater extent by
seasonal fluctuations resulting from the lower sales that typically occur during
the summer months in Europe and other parts of the world.
WE MUST CONTINUE TO ADVANCE OUR TECHNOLOGY TO REMAIN COMPETITIVE.
The market for our products is characterized by rapid technological
change, frequent new product introductions and enhancements, changes in customer
demands and evolving industry standards. Our existing products could be rendered
obsolete if we fail to continue to advance our technology. We have also found
that the technological life cycles of our products are difficult to estimate,
partially because of changing demands of other participants in the supply chain.
We believe that our future success will depend upon our ability to continue to
enhance our current product line while we concurrently develop and introduce new
products that keep pace with competitive and technological developments. These
developments require us to continue to make substantial product development
investments. Although we are presently developing a number of product
enhancements to the PkMS product suite, we cannot assure you that these
enhancements will be completed on a timely basis or gain customer acceptance.
WE MAY FACE LIABILITY TO CLIENTS IF OUR SYSTEMS FAIL.
Our products are often critical to the operations of our customers'
businesses and provide benefits that may be difficult to quantify. We have
guaranteed that our products will comply with certain labeling requirements of
the top 100 consumer goods retailers as ranked by Stores Magazine. If our
products fail to function as required, we may be subject to claims for
substantial damages. Courts may not enforce provisions in our contracts which
would limit our liability or otherwise protect us from liability for damages.
Although we maintain general liability insurance coverage, including coverage
for errors or omissions, this coverage may not continue to be available on
reasonable terms or in sufficient amounts to cover claims against us. In
addition, our insurer may disclaim coverage as to any future claim. If claims
exceeding the available insurance coverage are successfully asserted against us,
or our insurer imposes premium increases, large deductibles or co-insurance
requirements on us, our business and results of operations could be adversely
affected.
OUR SOFTWARE MAY CONTAIN UNDETECTED ERRORS OR "BUGS," RESULTING IN HARM TO OUR
REPUTATION AND OPERATING RESULTS.
Software products as complex as those offered by us might contain
undetected errors or failures when first introduced or when new versions are
released. We cannot assure you, despite testing by us and by current and
prospective customers, that errors will not be found in new products or product
enhancements after commercial release. Any errors found may cause substantial
harm to our reputation, result in additional unplanned expenses to remedy any
defects as well as a loss in revenue.
OUR FAILURE TO ADEQUATELY PROTECT OUR PROPRIETARY RIGHTS COULD HARM OUR
COMPETITIVE MARKET POSITION AND OUR OPERATING RESULTS.
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Our success and ability to compete is dependent in part upon our
proprietary technology. We cannot assure you that we will be able to protect our
proprietary rights against unauthorized third-party copying or use. We rely on a
combination of copyright, trademark and trade secret laws, as well as
confidentiality agreements and licensing arrangements, to establish and protect
our proprietary rights. Despite our efforts to protect our proprietary rights,
existing copyright, trademark and trade secret laws afford only limited
protection. In addition, the laws of certain foreign countries do not protect
our rights to the same extent as do the laws of the United States. Attempts may
be made to copy or reverse engineer aspects of our products or to obtain and use
information that we regard as proprietary. Any infringement of our proprietary
rights could negatively impact our future operating results. Furthermore,
policing the unauthorized use of our products is difficult and litigation may be
necessary in the future to enforce our intellectual property rights, to protect
our trade secrets or to determine the validity and scope of the proprietary
rights of others. Litigation could result in substantial costs and diversion of
resources and could negatively impact on our future operating results.
INTELLECTUAL PROPERTY CLAIMS CAN BE COSTLY AND RESULT IN THE LOSS OF SIGNIFICANT
RIGHTS.
It is possible that third parties will claim that we have infringed
their current or future products. We expect that distribution center management
software developers like us will increasingly be subject to infringement claims
as the number of products grow. Any claims, with or without merit, could be
time-consuming, result in costly litigation, cause product shipment delays, or
require us to enter into royalty or licensing agreements, any of which could
negatively impact our operating results. We cannot assure you that these royalty
or licensing agreements, if required, would be available on terms acceptable to
us, if at all. We cannot assure you that legal action claiming patent
infringement will not be commenced against us, or that we would prevail in
litigation given the complex technical issues and inherent uncertainties in
patent litigation. If a patent claim against us were successful and we could not
obtain a license on acceptable terms or license a substitute technology or
redesign to avoid infringement, we may be prevented from distributing our
software or required to incur significant expense and delay in developing
non-infringing software.
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RISKS RELATED TO OUR OFFERING
EXISTING SHAREHOLDERS WILL CONTINUE TO CONTROL MANHATTAN AND MAY INFLUENCE OUR
AFFAIRS.
Our directors, executive officers and key employees together control
approximately 80% of our outstanding common stock. In particular, Alan J.
Dabbiere, the Chairman of the Board, controls approximately [45%] of our common
stock. As a result, these shareholders, if they act together, are able to
influence the management and affairs of our company and all matters requiring
shareholder approval, including the election of directors and approval of
significant corporate transactions. This concentration of ownership may have the
effect of delaying or preventing a change in control of our company and might
affect the market price of the common stock.
WE MAY REQUIRE ADDITIONAL CAPITAL.
We may require additional capital to finance our growth or to fund
acquisitions or investments in complementary businesses, technologies or product
lines. Our capital requirements will depend on many factors, including:
- demand for our products;
- the timing of and extent to which we invest in new technology;
- the level and timing of revenue;
- the expenses of sales and marketing and new product
development;
- the success and related expense of increasing our brand
awareness;
- the extent to which competitors are successful in developing
new products and increasing their market share; and
- the costs involved in maintaining and enforcing intellectual
property rights.
To the extent that our resources are insufficient to fund our future
activities, we may need to raise additional funds through public or private
financing. However, additional funding, if needed, may not be available on terms
attractive to us, or at all. Our inability to raise capital when needed could
have a material adverse effect on our business, operating results and financial
condition. If additional funds are raised through the issuance of equity
securities, the percentage ownership of Manhattan by our shareholders would be
diluted.
OUR ARTICLES OF INCORPORATION AND BYLAWS AND GEORGIA LAW MAY INHIBIT A TAKEOVER
OF OUR COMPANY.
Our basic corporate documents and Georgia law contain provisions that
might enable our management to resist a takeover of Manhattan. These provisions
might discourage, delay or prevent a change in the control or a change in our
management. These provisions could also discourage proxy contests and make it
more difficult for you and other shareholders to elect directors and take other
corporate actions. The existence of these provisions could limit the price that
investors might be willing to pay in the future for shares of the common stock.
OUR STOCK PRICE HAS BEEN HIGHLY VOLATILE.
The trading price of our common stock has fluctuated significantly
since our initial public offering in April 1998. In addition, the trading price
of our common stock could be subject to wide fluctuations in response to various
factors, including:
- quarterly variations in operating results;
- announcements of technological innovations or new products by
us or our competitors;
8
<PAGE> 12
- developments with respect to patents or proprietary rights;
and
- changes in financial estimates by securities analysts.
In addition, the stock market has experienced volatility that has
particularly affected the market prices of equity securities of many technology
companies and that often has been unrelated or disproportionate to the operating
performance of these companies. These broad market fluctuations may adversely
affect the market price of our common stock.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of the shares in
this offering. All of the proceeds from the sale of the shares in this offering
will be received by the selling shareholder.
BUSINESS
We are a leading provider of technology-based solutions to improve
supply chain effectiveness and efficiencies. Our solutions enhance distribution
efficiencies through the integration of supply chain constituents, including
manufacturers, distributors, retailers, suppliers, transportation providers and
end consumers. Our solutions are designed to optimize the receipt, storage,
assembly and distribution of inventory and the management of equipment and
personnel within a warehouse, and to enhance communications between the
warehouse and its trading partners. Our solutions consist of software, including
PkMS, a comprehensive and modular software system; services, including design,
configuration, implementation, and training services, plus customer support
services and software enhancement subscriptions; and hardware. We currently
provide solutions to manufacturers, distributors, retailers and transportation
providers primarily in the following markets: direct-to-consumer/e-commerce,
retail, apparel/footwear, consumer products manufacturing, food/grocery and
third party logistics.
On October 24, 2000, we acquired certain assets of Intrepa, a leading
developer of supply chain solutions for traditional and e-business
transportation and distribution, in exchange for $13.0 million in cash, the
issuance of a $7.0 note payable to Intrepa, the payment of $2.0 million under a
promissory note previously issued by Intrepa and the issuance of $10.0 million
of our common stock. We added approximately 100 experienced employees and a
large customer base to our business due to the acquisition. In addition, the
acquisition enables us to broaden the number of targeted vertical markets in
which we compete.
A more complete description of our business is set forth in our Form
10-K for the year ended December 31, 1999, incorporated herein by reference.
9
<PAGE> 13
SELLING SHAREHOLDER
The following table sets forth certain information regarding beneficial
ownership of our common stock as of November 30, 2000, and as adjusted to
reflect the sale of shares offered hereby by the selling shareholder.
The entity named in the table has sole voting power and investment
power with respect to all shares listed as owned by such entity. Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission and includes voting or investment power with respect to the
securities.
<TABLE>
<CAPTION>
PERCENT SHARES ELIGIBLE
NUMBER OF BENEFICIALLY FOR SALE IN
SELLING SHAREHOLDER (1) SHARES OWNED(1) THIS OFFERING
----------------------- --------- ------------ ---------------
<S> <C> <C> <C>
Intrepa, L.L.C.(2) ............................. 215,000 * 215,000
</TABLE>
---------------
*Less than 1% of the outstanding common stock.
(1) Beneficial ownership is determined in accordance with the
rules of the Securities and Exchange Commission and includes
shares as to which the named person has or shares voting or
investment power. The number of shares of common stock
outstanding and the number of shares beneficially owned by a
person used in calculating the percentage for each listed
person includes any shares the person has the right to acquire
within 60 days of November 30, 2000, and is based on
26,035,927 shares actually outstanding on November 30, 2000.
(2) Includes sales of such shares by the members or other
participating investors of the selling shareholder following a
distribution by the selling shareholder of the shares to such
persons
PLAN OF DISTRIBUTION
We have been advised by the selling shareholder that it expects to
offer its shares through brokers or dealers to be selected by it from time to
time. The shares may be offered for sale through the Nasdaq National Market, in
the over-the-counter market, in one or more private transactions, or a
combination of such methods of sale, at prices and on terms then prevailing, at
prices related to such prices, or at negotiated prices. The selling shareholder
may pledge all or a portion of its shares as collateral in loan transactions.
Upon default by the selling shareholder, the pledgee in such loan transaction
would have the same rights of sale as the selling shareholder under this
prospectus to the extent it remains part of an effective registration statement.
The selling shareholder may also transfer shares by gift and upon any such
transfer the donee would have the same rights of sale as the selling shareholder
under this prospectus. In addition, any securities covered by this prospectus
that qualify for sale pursuant to Rule 144 of the Securities Act of 1933, as
amended, may be sold under Rule 144 rather than pursuant to this prospectus.
Finally, the selling shareholder and any brokers and dealers through whom sales
of the shares are made may be deemed to be "underwriters" within the meaning of
the Securities Act of 1933, and the commissions or discounts and other
compensation paid to such persons may be regarded as underwriters' compensation.
LEGAL MATTERS
The validity of the common stock offered hereby and the issuance
thereof will be passed upon for us by Morris, Manning & Martin, L.L.P., Atlanta,
Georgia.
10
<PAGE> 14
EXPERTS
Our financial statements and schedules as of December 31, 1998 and
1999, and for each of the three years in the period ended December 31, 1999
incorporated by reference herein from our Annual Report on Form 10-K for the
year ended December 31, 1999 have been audited by Arthur Andersen LLP,
independent certified public accountants, as indicated in their reports with
respect thereto and are included herein in reliance upon the authority of said
firm as experts in giving said reports.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance with the Securities Exchange Act, we
file reports, proxy statements and other information with the Securities and
Exchange Commission. You may obtain such reports, proxy statements and other
information from the Securities and Exchange Commission's Public Reference Room
at 450 Fifth Street, N.W., Washington, D.C. 20549, or by calling the Securities
and Exchange Commission at 1-800-SEC-0330, or from its Internet web site at
http:\\www.sec.gov.
This prospectus is a part of a registration statement that we filed
with the Securities and Exchange Commission. The registration statement contains
more information than this prospectus, including certain exhibits. You can get a
copy of the registration statement from the Securities and Exchange Commission
at the address listed above or from its web site.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Our Articles of Incorporation and Bylaws authorize us to indemnify any
of our present or former directors, officers, employees, or agents, against
expenses, judgments, fines, and amounts paid in settlement incurred by him or
her in connection with any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, to the
fullest extent not prohibited by the Georgia Business Corporation Code, public
policy or other applicable law. The Georgia Business Corporation Code authorizes
a corporation to indemnify its directors, officers, employees, or agents in
terms sufficiently broad to permit such indemnification under certain
circumstances for liabilities (including provisions permitting advances for
expenses incurred) arising under the Securities Act of 1933.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 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 us 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, we
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
questions whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
11
<PAGE> 15
================================================================================
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED IN CONNECTION
WITH THE OFFERING MADE HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN SO
AUTHORIZED BY US OR THE SELLING SHAREHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE
ANY OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES
OFFERED HEREBY TO ANY PERSON OR BY ANYONE IN ANY JURISDICTION TO WHICH IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT
TO THE DATE HEREOF.
UNTIL FORTY DAYS AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT, ALL
DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT
PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS
IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS
UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
------------------
215,000 SHARES
(INSERT LOGO)
COMMON STOCK
----------------
PROSPECTUS
----------------
January 8, 2001
================================================================================
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses relating to the registration of shares will be borne by
Manhattan Associates. Such expenses are estimated to be as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee ......... $ 1,848
Accountants' fees and expenses .............................. 5,000
Legal fees and expenses ..................................... 10,000
Miscellaneous ............................................... 3,152
--------
Total Expenses ..................................... $ 20,000
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our Articles of Incorporation provide that the liability of the
directors 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 our director, officer, employee or
agent, 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 (i) any
appropriation, in violation of his or her duties, of any business opportunity of
Manhattan, (ii) acts or omissions which involve intentional misconduct or a
knowing violation of law, (iii) any liability under Section 14-2-832 of the
GBCC, which relates to unlawful payments of dividends and unlawful stock
repurchases and redemptions or (iv) 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.
ITEM 16. LIST OF EXHIBITS.
The following exhibits are filed as part of, or are incorporated by
reference into, this report on Form S-3:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
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).
24.1 Power of Attorney (included at Page II-5 of this Registration Statement).
</TABLE>
II-1
<PAGE> 17
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement.
(i) To include in any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended,
that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) For purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's Annual Report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
II-3
<PAGE> 18
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-3 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 the 8th day of January,
2001.
MANHATTAN ASSOCIATES, INC.
By: /s/ Richard M. Haddrill
-----------------------------------------
Richard M. Haddrill
President and Chief Executive Officer
II-4
<PAGE> 19
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Alan J. Dabbiere and Richard M. Haddrill,
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-3 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 Securities and Exchange 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 of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
/s/ Alan J. Dabbiere Chairman of the Board of Directors January 8, 2001
---------------------------
Alan J. Dabbiere
/s/ Richard M. Haddrill President, Chief Executive Officer and January 8, 2001
--------------------------- Director (Principal Executive Officer)
Richard M. Haddrill
/s/ Thomas Williams Senior Vice President, Chief Financial January 8, 2001
--------------------------- Officer and Treasurer (Principal Financial
Thomas Williams and Accounting Officer)
/s/ Deepak Raghavan Director January 8, 2001
---------------------------
Deepak Raghavan
/s/ Brian J. Cassidy Director January 8, 2001
---------------------------
Brian J. Cassidy
/s/ John J. Huntz, Jr. Director January 8, 2001
---------------------------
John J. Huntz, Jr.
/s/ Thomas E. Noonan Director January 8, 2001
---------------------------
Thomas E. Noonan
/s/ John R. Hardesty Director January 8, 2001
---------------------------
John R. Hardesty
</TABLE>
II-5
<PAGE> 20
EXHIBIT INDEX
The following exhibits are filed with or incorporated by reference into
this registration statement pursuant to Item 601 of Regulation S-K:
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL PAGE
NUMBER DESCRIPTION NUMBER
------- ----------- ---------------
<S> <C> <C>
5.1 Opinion of Morris, Manning & Martin, L.L.P. at to the legality of
the securities being registered. 21
23.1 Consent of Arthur Andersen LLP. 22
23.2 Consent of Morris Manning & Martin, L.L.P. (included in N/A
Exhibit 5.1).
24.1 Power of Attorney (included at Page II-5 of this Registration N/A
Statement).
</TABLE>
