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As filed with the Securities and Exchange Commission on July 13, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
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REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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I-MANY, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 01-0524931
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
537 CONGRESS STREET 04101-3353
PORTLAND, ME (Zip Code)
(Address of Principal Executive Offices)
1994 STOCK OPTION PLAN
1997 STOCK OPTION PLAN
2000 STOCK INCENTIVE PLAN
2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
A. LEIGH POWELL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
I-MANY, INC.
537 CONGRESS STREET
PORTLAND, ME 04101-3353
(Name, Address of gent for Service)
(207) 774-3244
(Telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
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---------------------------- ---------------------- ---------------------- ---------------------- -------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) SHARE PRICE REGISTRATION FEE
---------------------------- ---------------------- ---------------------- ---------------------- -------------------
---------------------------- ---------------------- ---------------------- ---------------------- -------------------
<S> <C> <C> <C> <C>
1994 Stock Option Plan
Common Stock
($.0001 par value) 123,155 $.016(2) $1,970.48 (2) $.52
---------------------------- ---------------------- ---------------------- ---------------------- -------------------
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1997 Stock Option Plan
Common Stock
($.0001 par value) 6,280 $.016(2) $100.48 (2) $.02
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609,750 1.20 (2) 731,700.00 (2) 193.16
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824,875 1.516(2) 1,250,510.50 (2) 330.13
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187,500 2.80 (2) 525,000 138.60
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1,608,625 3.00 (2) 4,825,875.00 (2) 1,274.03
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427,500 3.80 (2) 1,624,500.00 (2) 428.86
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---------------------------- ---------------------- ---------------------- ---------------------- -------------------
392,813 4.20(2) 1,649,814.60 (2) 435.55
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138,000 10.80(2) 1,490,400.00 (2) 393.46
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2000 Stock Incentive Plan 32,450 shares $10.00(2) $324,500.00 $85.66
Common Stock
($.0001 par value) 2,500,000 shares 9.00(3) 22,500,000.00(3) 5,940.00
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2000 Non-Employee Director
Stock Option Plan
Common Stock
($.0001 par value) 562,500 shares $9.00(3) $5,062,500.00(3) $1,336.50
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2000 Employee Stock
Purchase Plan
Common Stock
($.0001 par value) 1,250,000 shares $9.00(3) $11,250,000.00(3) $2,970.00
---------------------------- ---------------------- ---------------------- ---------------------- -------------------
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TOTAL: 8,630,998 shares $13,526.49
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(1) Shares of Common Stock that are not issued under the 1994
Stock Option Plan and the 1997 Stock Option Plan are issuable
under the 2000 Stock Incentive Plan. Pursuant to Rule 416(a),
this Registration Statement also covers additional securities
that may be offered as a result of stock splits, stock
dividends or similar transactions relating to the shares
covered by this Registration Statement.
(2) Estimated solely for purposes of calculating the registration
fee, and based upon the fixed exercise prices of outstanding
options in accordance with Rule 457(h) under the Securities
Act of 1933, as amended (the "Securities Act").
(3) Estimated solely for purposes of calculating the registration
fee, and based upon the initial public offering price of the
Registrant's Common Stock on July 13, 2000 in accordance with
Rule 457(h) under the Securities Act.
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I of Form S-8 is included in documents
sent or given to participants in the plans specified on the cover page of this
Registration Statement of I-many, Inc., a Delaware corporation (the
"Registrant"), pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:
(1) The Registrant's prospectus dated July 13, 2000 filed pursuant
to Rule 424(b) under the Securities Act, which contains
audited financial
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statements for the Registrant's latest fiscal year for which
such statements have been filed.
(2) The description of the common stock of the Registrant, $.0001
par value per share (the "Common Stock"), contained in the
registration statement filed on June 23, 2000 under Section 12
of the Exchange Act, including any amendment or report filed
for purposes of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification
Article SEVENTH of the Registrant's Amended and Restated Certificate of
Incorporation provides that no director of the Registrant shall be personally
liable to the Registrant or its stockholders for any monetary damages for any
breach of fiduciary duty as a director, except to the extent that the Delaware
General Corporation Law prohibits the elimination or limitation of liability of
directors for breach of fiduciary duty.
Article EIGHTH of the Registrant's Amended and Restated Certificate of
Incorporation sets forth procedures for the indemnification of the officers and
directors of the Registrant. Article EIGHTH further provides that the
indemnification provided therein is not exclusive, and provides that in the
event that the Delaware General Corporation Law is amended to expand the
indemnification permitted to directors or officers the Registrant must indemnify
those persons to the fullest extent permitted by such law as so amended.
Section 145 of the Delaware General Corporation Law provides that a
corporation has the power to indemnify a director, officer, employee or agent of
the corporation and certain other persons serving at the request of the
corporation in related capacities against amounts paid and expenses incurred in
connection with an action or proceeding to which he is or is threatened to be
made a party by reason of such position, if such person shall have acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, in any criminal proceeding, if such person
had no reasonable cause to believe his conduct was unlawful; provided that, in
the case of actions brought by or in the right of the corporation, no
indemnification shall be made
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with respect to any matter as to which such person shall have been adjudged to
be liable to the corporation unless and only to the extent that the adjudicating
court determines that such indemnification is proper under the circumstances.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
Item 9. Undertakings
a. The 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 any prospectus required by section 10(a)(3) of the
Securities Act;
(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 the 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 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table herein; and
(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 (i) and (ii) do not apply if this
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new
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registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
b. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this 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 in the initial bona fide offering
thereof.
c. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Portland, Maine on the 11th day of July, 2000.
By: /s/ A. Leigh Powell
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A. Leigh Powell
President and Chief Executive
Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of I-many, Inc. hereby
severally constitute and appoint Philip M. St. Germain and A. Leigh Powell, and
each of them singly, our true and lawful attorneys with full power to them, and
each of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all
subsequent amendments to said Registration Statement, and generally to do all
such things in our names and behalf in our capacities as officers and directors
to enable I-many, Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
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SIGNATURE TITLE(S) DATE
<S> <C> <C>
/s/ A. Leigh Powell
------------------------------------ President and Chief Executive Officer,
A. Leigh Powell President and Director (Principal
Executive Officer) July 11, 2000
/s/ Philip M. St. Germain
------------------------------------ Chief Financial Officer, Treasurer and
Philip M. St. Germain Director (Principal Financial and
Accounting Officer) July 11, 2000
/s/ William F. Doyle
------------------------------------ Chairman of the Board of Directors July 11, 2000
William F. Doyle
/s/ Jeffrey Horing
------------------------------------ Director July 11, 2000
Jeffrey Horing
/s/ John C. Phelan
------------------------------------ Director July 11, 2000
John C. Phelan
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Exhibit Index
Exhibit
Number Description
4.1(1) Amended and Restated Certificate of Incorporation of the
Registrant
4.2(1) Amended and Restated By-Laws of the Registrant
4.3(1) Specimen Certificate for shares of Common Stock, $.0001 par
value per share, of the Registrant
5 Form of Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on the signature page of this
Registration Statement)
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(1) Incorporated herein by reference to the Registrant's Registration
Statement on Form S-1 (Commission File No. 333-32346).
