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Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MANUGISTICS GROUP, INC.
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
DELAWARE 52-1469385
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
2115 East Jefferson Street
Rockville, Maryland 20852
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
Fifth Amended and Restated Employee Stock Option Plan
Manugistics Group, Inc. 1994 Outside Directors Non-Qualified Stock Option Plan
(FULL TITLES OF THE PLANS)
WILLIAM M. GIBSON
PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
MANUGISTICS GROUP, INC.
2115 EAST JEFFERSON STREET
ROCKVILLE, MARYLAND 20852
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(301) 984-5000
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED BE REGISTERED OFFERING PRICE AGGREGATE OFFERING REGISTRATION FEE (1)
PER SHARE (1) PRICE (1)
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, $.002 PAR VALUE 1,080,000 SHARES $ 37.125 $ 40,095,000 $ 12,150
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE,
PURSUANT TO RULE 457(c) UNDER THE SECURITIES ACT OF 1933, ON THE BASIS OF
THE AVERAGE OF THE HIGH AND LOW PRICES FOR THE COMMON STOCK ON SEPTEMBER 30,
1997, AS REPORTED BY THE NASDAQ NATIONAL MARKET SYSTEM.
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This registration statement relates to (a) a total of 1,000,000 additional
shares of Common Stock reserved for future issuance upon the exercise of options
which may be granted under the Registrant's Fifth Amended and Restated Employee
Stock Option Plan ("ESOP") and (b) a total of 80,000 shares of Common Stock
reserved for future issuance upon the exercise of options which may be granted
under the Manugistics Group, Inc. 1994 Outside Directors Non-Qualified Stock
Option Plan ("DSOP"). (Such shares are referred to below as the "Shares.") The
contents of Registration Statements Nos. 33-67994, 33-98820 and 333-09481,
which relate to the shares of Common Stock previously registered for offer and
sale under the ESOP, are incorporated by reference. The contents of
Registration Statement No. 33-89492, which relate to shares registered for
offer and sale under the 1994 Outside Directors Non-Qualified Stock Option
Plan, are incorporated by reference.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by the
Company are incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1997.
2. The Company's Current Report on Form 8-K as filed on May 12, 1997.
3. The Company's Quarterly Report on Form 10-Q for the three months ended
May 31, 1997.
4. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A under the Securities
Exchange Act of 1934, as amended, including any amendment or report
filed to update the description.
5. The Company's prospectus filed pursuant to Rule 424(b) on August 13,
1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of
this registration statement and prior to the termination of the offering of the
Common Stock shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The law firm of Dilworth, Paxson, Kalish & Kauffman LLP has rendered an
opinion regarding the legality of the Shares. Under the terms of the DSOP,
Joseph H. Jacovini, Co-Chairman and a principal in that firm and a member of
the Board of Directors of the Company, is awarded annually an option to
purchase 10,000 shares of Common Stock. Members of said law firm, including Mr.
Jacovini, may be deemed to beneficially own a total of approximately 80,000
shares of Common Stock.
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ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Certificate of Incorporation contains certain provisions
permitted under the General Corporation Law of Delaware ("Delaware GCL") which
eliminate the personal liability of directors for monetary damages for a breach
of the director's fiduciary duty, except for: (i) breach of a director's duty of
loyalty; (ii) acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) the unlawful payment of
dividends, stock purchase or stock redemption, or (iv) any transaction from
which the director derives any improper personal benefit. The Certificate of
Incorporation and By-Laws also contain provisions indemnifying the Company's
directors, officers and employees to the fullest extent permitted by the
Delaware GCL. The Company believes that these provisions will assist the Company
in attracting and retaining qualified individuals to serve as directors,
officers and employees. The Certificate of Incorporation provides that a
director's liability shall be eliminated or limited to the fullest extent
permitted by the Delaware GCL, as amended from time to time.
The Company's directors and officers are also insured against certain
liabilities under a directors and officers liability insurance policy maintained
by the Company.
ITEM 8. EXHIBITS
5 Opinion of Dilworth, Paxson, Kalish & Kauffman LLP as to the
legality of securities being registered
23.1 Consent of Deloitte & Touche, LLP
23.2 Consent of Dilworth, Paxson, Kalish & Kauffman, LLP*
24.1 Power of Attorney
*Included in Exhibit 5
ITEM 9. 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 to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement.
(2) For the purpose of determining any liability under the Securities Act
of 1933, that each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered
herein, 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 end of
the offering.
(4) That, 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
that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
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securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions
set forth in response to Item 6, 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 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 of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rockville, State of Maryland, on the 1st day of
October, 1997.
MANUGISTICS GROUP, INC.
BY: /s/ William M. Gibson
-------------------------
William M. Gibson
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following persons in the
capacities and on the date indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C>
/s/ William M. Gibson Chairman of the Board, October 1,1997
- ------------------------ President and Chief Executive
William M. Gibson Officer (Principal Executive
Officer)
/s/ Peter Q. Repetti Vice President and Chief October 1, 1997
- ------------------------ Financial Officer (Principal
Peter Q. Repetti Financial Officer and Principal
Accounting Officer)
* Director October 1, 1997
- -------------------------
Jack A. Arnow
* Director October 1, 1997
- -------------------------
Joseph H. Jacovini
* Director October 1, 1997
- -------------------------
J. Michael Cline
* Director October 1, 1997
- -------------------------
William G. Nelson
* Director October 1, 1997
- -------------------------
Thomas A. Skelton
* Director October 1, 1997
- -------------------------
Lynn C. Fritz
*By :Peter Q. Repetti
--------------------
Peter Q. Repetti, Attorney in Fact
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER
- --------------
<S> <C>
5 Opinion of Dilworth, Paxson, Kalish & Kauffman, LLP as to the
legality of the securities being registered
23.1 Consent of Deloitte & Touche, LLP
23.2 Consent of Dilworth, Paxson, Kalish & Kauffman, LLP (included as
part of Exhibit 5)
24.1 Power of Attorney
</TABLE>
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(215) 575-7000
October 1, 1997
Manugistics Group, Inc.
2115 East Jefferson Street
Rockville, MD 20852
Re: Manugistics Group, Inc. Fifth Amended and Restated
Employee Stock Option Plan
Manugistics Group, Inc. 1994 Outside Directors
Non-Qualified Stock Option Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
As counsel for Manugistics Group, Inc., a Delaware corporation (the
"Company"), we have been asked to render our opinion with respect to certain
matters relating to the offer and sale of a total of up to an additional
1,080,000 shares of the Company's Common Stock, par value $.002 per share (the
"Additional Shares"), which are or may become issuable upon exercise of options
granted or which may be granted pursuant to: (i) the Company's Fifth Amended
and Restated Employee Stock Option Plan, as amended (the "ESOP") - 1,000,000 of
the Additional Shares; and (ii) the Company's 1994 Outside Directors
Non-Qualified Stock Option Plan, as amended (the "Outside Directors Plan") -
80,000 of the Additional Shares. (The number of Shares which may be purchased
upon exercise of each option is subject to adjustment from time to time as set
forth in such option or the relevant plan.)
The Additional Shares are the subject of a Registration Statement on
Form S-8 which the Company intends to file with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), on or
about October 2, 1997. (Said Registration Statement on Form S-8 is referred to
hereinafter as the "Registration Statement.")
The Registration Statement incorporates by reference the contents of
the Company's: (a) Registration Statements on Form S-8 Nos. 33-67994, 33-98820
and 33-09481, relating to the shares of the Common Stock issued or issuable
under the ESOP and (b) Registration Statement No. 33-89492, relating to the
shares of Common Stock issued or issuable under the Outside Directors
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DILWORTH, PAXSON, KALISH & KAUFFMAN LLP PAGE 2
TO: MANUGISTICS GROUP, INC.
Plan. (These Registration Statements are referred to below as the
"Incorporated Registration Statements.") We understand that the Incorporated
Registration Statements remain in full force and effect.
In rendering this opinion, we have examined: (i) the Amended and
Restated Certificate of Incorporation and By-laws of the Company, each as
presently in effect; (ii) the resolutions and related minutes of the Company's
Board of Directors respectively adopting and amending the ESOP and authorizing
the issuance of Additional Shares pursuant to the ESOP; (iii) the resolutions
and related minutes of the Company's Board of Directors respectively adopting
and amending the Outside Directors Plan and authorizing the issuance of
Additional Shares pursuant to the Outside Directors Plan; (iv) the resolutions
of the Company's Board of Directors authorizing the preparation and filing of
the Registration Statement; (v) the Registration Statement (including the
Incorporated Registration Statements); and (vi) such certificates and other
documents as we have deemed appropriate or necessary as a basis for the
opinions hereinafter expressed.
In rendering the opinions expressed below, we have assumed the
authenticity of all documents and records examined, the conformity with the
original documents of all documents submitted to us as copies and the
genuineness of all signatures.
Based upon and subject to the foregoing, we are of the opinion that the
Additional Shares, when duly issued in accordance with the terms of the ESOP or
the Outside Directors Plan, as appropriate, and options duly granted
thereunder, respectively, after the Registration Statement shall have become
effective under the Act, will be legally issued, fully paid and nonassessable.
We have made such investigation of the General Corporation Law of the
State of Delaware as we have considered appropriate for the purpose of
rendering the opinion expressed above. We are qualified to practice law in the
Commonwealth of Pennsylvania; this opinion is limited to the Federal law of the
United States and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to this Firm in Item 5 of Part
II of the Registration Statement.
Very truly yours,
DILWORTH, PAXSON, KALISH & KAUFFMAN LLP
cc: Helen A. Nastasia, General Counsel
and Secretary
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Manugistics Group, Inc. on Form S-8 of our reports dated March 28, 1997, except
for Note 12, as to which the date is May 9, 1997, appearing in the Annual Report
on Form 10-K of Manugistics Group, Inc. for the year ended February 28, 1997.
/s/ Deloitte & Touche, LLP
Washington, D.C.
September 29, 1997
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EXHIBIT 24.1
POWER OF ATTORNEY
Each of the undersigned directors of Manugistics Group, Inc. whose
signature appears below hereby appoints William M. Gibson and Peter Q. Repetti,
jointly and individually, as attorneys-in-fact for the undersigned with full
power of substitution, to execute in his name and on behalf of such person,
individually, and in each capacity stated below, this Registration Statement on
Form S-8 and one or more amendments (including post-effective amendments) to
this Registration Statement as the attorney-in-fact shall deem appropriate, and
to file any such amendment (including exhibits thereto and other documents in
connection herewith) to this Registration Statement on Form S-8 with the
Securities and Exchange Commission, granting unto said attorneys-in-fact, and
each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact, or either of them, may
lawfully do or cause to be done by virtue hereof.
Signed this 1st day of October, 1997.
<TABLE>
<S> <C>
/s/ William M. Gibson /s/ Jack A. Arnow
- ------------------------- ---------------------
William M. Gibson
/s/ J. Michael Cline /s/ Lynn C. Fritz
- ------------------------- ---------------------
J. Michael Cline Lynn C. Fritz
/s/ Joseph H. Jacovini /s/ William G. Nelson
- ------------------------- ---------------------
Joseph H. Jacovini
/s/ Thomas A. Skelton
- -------------------------
Thomas A. Skelton
</TABLE>
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