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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:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Manugistics Group Inc.
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(Name of Registrant as Specified in Its Charter)
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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[MANUGISTICS LETTERHEAD]
July 23, 1997
RE: SUPPLEMENT TO PROXY STATEMENT
Dear Shareholder,
The purpose of this letter is to supplement certain information in the
Proxy Statement dated July 3, 1997, previously mailed to you, in connection
with the 1997 Annual Meeting of Shareholders scheduled to be held on July 25,
1997, at 9:00 a.m. E.D.T.
As more fully set forth in Proposal 2 in the Proxy Statement, the
Company's Board of Directors recommends that, in order to provide for the
future needs of the Company, the shareholders of the Company approve an
amendment to Article Four of the Company's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") to increase the number of
authorized shares of Common Stock of the Company from 30,000,000 shares to
100,000,000 shares. The additional shares would be available for issuance from
time to time by the Company in the discretion of the Board of Directors for any
proper corporate purpose including, among other things, future acquisitions,
stock dividends, stock splits, convertible debt financing and equity
financings.
The Proxy Statement stated that as of the date thereof, the Company had
no present plans, understandings or agreements for the issuance or use of the
proposed additional shares of Common Stock, other than for possible issuance in
the future in connection with the Company's stock option plans and employee
stock purchase plan.
Subsequent to the mailing of the Proxy Statement, on July 14, 1997,
management recommended to the Company's Board of Directors that the Company
take advantage of the current favorable market conditions to effect a public
offering of its Common Stock to increase the working capital available to the
Company for general corporate purposes, including the financing of the
Company's growth. The Board of Directors authorized the Company to pursue
promptly a registered, underwritten public offering of the Company's Common
Stock (the "Offering"), and the Company has filed a registration statement with
the Securities and Exchange Commission for a total of 2,200,000 shares
(exclusive of shares subject to the underwriters' over-allotment option),
consisting of 1,800,000 shares to be offered by the Company and 400,000 shares
to be offered by a selling shareholder. The ability of the Company to effect
the Offering is subject to the approval by the shareholders of Proposal 2. (The
affirmative
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vote of a majority of the shares of Common Stock outstanding on the record date
for the Annual Meeting is required to approve the amendment to the Certificate
of Incorporation.)
There can be no asurance that the Offering will be completed. Whether
the Company will ultimately make and complete the Offering and the size and
terms of the Offering will depend upon a number of factors, including market
conditions.
Sincerely yours,
/s/ HELEN A. NASTASIA
Helen A. Nastasia
General Counsel and Corporate Secretary
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This Proxy Statement supplement
shall not constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of these securities in any State in which such
offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such State. A copy of the
preliminary prospectus may be obtained from the offices of Alex. Brown & Sons
Incorporated at One South Street, Baltimore, MD 21202
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