<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 12, 1998
MANUGISTICS GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-22154 52-1469385
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
2115 EAST JEFFERSON STREET, ROCKVILLE, MARYLAND 20852
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 984-5000
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ITEM 5. OTHER EVENTS
On February 12, 1998, the Company issued a press release announcing
that it was negotiating the final terms of a definitive agreement to acquire
ProMIRA Software Inc., a provider of supply chain planning tools for
manufacturers of complex products, headquartered in Ottawa, Canada. A copy
of the press release is attached hereto as Exhibit 99.6 and is incorporated
by reference herein.
On February 13, 1998, the Company issued a press release announcing
that it had completed the acquisition of ProMIRA Software Inc. A copy of the
press release is attached hereto as Exhibit 99.7 and is incorporated by
reference herein.
ITEM 7. EXHIBITS
Exhibit Number
99.6 Press Release dated February 12, 1998.
99.7 Press Release dated February 13, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MANUGISTICS GROUP, INC.
Date: February 19, 1998 By: /s/ PETER Q. REPETTI
--------------------
Peter Q. Repetti
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer and
Chief Accounting Officer)
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
<S> <C>
99.6 Press Release dated February 12, 1998
99.7 Press Release dated February 13, 1998
</TABLE>
<PAGE> 1
PR CONTACTS: INVESTOR RELATIONS CONTACT:
Charlotte Penner or Nathaniel Wallace
Kristan De La Rosa Manugistics, Inc.
Manugistics, Inc. 301-984-5059
301-984-5000
FOR IMMEDIATE RELEASE
MANUGISTICS AGREES TO ACQUIRE PROMIRA
SOFTWARE, CREATING FIRST END-TO-END
SUPPLY CHAIN MANAGEMENT SOLUTION FOR
MANUFACTURERS OF COMPLEX PRODUCTS
NEW OFFERING TO ENHANCE MANUGISTICS' DISCRETE MANUFACTURING SOLUTION
ROCKVILLE, MD., FEBRUARY 12, 1998 -- Manugistics, Inc. (Nasdaq: MANU),
the world's most recognized name in supply chain management, today announced
that it is negotiating the final terms of a definitive agreement to acquire
ProMIRA Software Inc., the leading provider of supply chain planning tools for
manufacturers of complex products headquartered in Ottawa, Canada. The
companies expect to finalize the agreement and close the transaction shortly
thereafter.
This acquisition would combine Manugistics' strengths in demand
planning, complex distribution, constraint-based supply chain optimization, and
manufacturing scheduling with ProMIRA's optimized material and capacity
planning and real-time order promising capabilities for complex products in
industries such as high technology, electronics, and motor vehicles and parts.
Under the terms of the agreement, which has been approved by the Board
of Directors of each company, Manugistics will issue 1,550,000 shares of
Manugistics common stock, approximately one-half of which
(more)
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MANUGISTICS AGREES TO ACQUIRE PROMIRA ... PAGE 2
will be subject to certain lock-up and escrow arrangements for at least two
years. In addition, Manugistics will pay approximately $5.3 million in cash for
the outstanding preferred stock of ProMIRA. The transaction is valued at
approximately $68 million. Manugistics will account for the acquisition as a
purchase transaction and anticipates recognizing a one-time, non-cash charge to
write down acquired in-process research and development preliminarily valued at
approximately $45 million in its fiscal fourth quarter that will end February
28, 1998.
"We have just taken a giant step in accelerating the delivery of our
vision to provide the most comprehensive synchronized supply chain management
solutions across a broad spectrum of industries. By adding new functionality
for optimized material planning and supplier collaboration, this acquisition
will complement our existing solutions and bolster our offering in vertical
industries with discrete manufacturing and complex products," said William M.
Gibson, president and CEO of Manugistics. Chosen by clients such as
Caterpillar, Compaq, Digital Equipment Corporation, Hewlett-Packard, Motorola,
and NCR, ProMIRA's solutions provide proven benefits in these key industries,
often in less than two months.
Increasingly competitive global markets are forcing discrete
manufacturers to be more responsive, to effectively manage dynamic supplier and
manufacturing networks worldwide, and to collaborate closely with suppliers,
distributors, retailers, and third-party providers. As a result, these
manufacturers are searching for a complete supply chain solution to manage not
only a complex environment, but also a complex product.
(more)
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MANUGISTICS AGREES TO ACQUIRE PROMIRA ... PAGE 3
"Combining our expertise and solutions for synchronized supply chain
management with ProMIRA's unique, market-leading solutions for manufacturers of
complex products will create the solution that a wide range of manufacturers
need to turn their supply chain into a competitive advantage," continued
Gibson.
Martin Horne, president of ProMIRA, said that, "By teaming with the
market leader in vision and innovation for advanced supply chain management, we
will be able to reach new clients and become part of a broader solution with
immense opportunities. We're extremely excited about joining a company with
the same commitment to its clients, proven benefits, and rapid returns on
investment that we deliver."
MARKET OPPORTUNITY
Manufacturers of complex products face significant challenges in the
area of manufacturing and supply including accelerating time-to-market for
products with short lifecycles, incorporating product engineering changes,
simultaneously optimizing material and capacity constraints, managing deep
bills of materials, more quickly promising complex customer orders utilizing
dynamic parts substitution, and collaborating with numerous material suppliers
in real time. ProMIRA has pioneered techniques for managing these complexities
with solutions for real-time order promising, optimization of material and
capacity, and supplier collaboration and management. Couple these capabilities
with Manugistics5, and manufacturers of complex products will now have a total
solution to meet their specific supply chain requirements.
SOLUTION DESCRIPTION
Discrete manufacturers want a complete solution that integrates all
elements of supply chain optimization, while addressing the unique challenges
of
(more)
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MANUGISTICS AGREES TO ACQUIRE PROMIRA ... PAGE 4
their complex product environment. Through the acquisition of ProMIRA,
Manugistics5 can deliver the first-ever solution to meet their needs with
unmatched benefits including:
- - Real-Time Configure-to-Deliver (CTD) functionality. CTD goes beyond
traditional Available-to-Promise by simultaneously checking critical
elements in real time, such as the availability of inventory and substitute
parts, capability-to-manufacture, the ability of suppliers to deliver, the
opportunity to re-allocate common usage parts, and transportation
resources. CTD ensures that manufacturers meet their commitments and
provide reliable, real-time customer service, ultimately increasing their
customer loyalty.
- - Simultaneous constraint optimization. Multi-site manufacturing,
distribution, and supplier networks translate into numerous constraints
that must each be considered when developing supply chain plans. By
simultaneously optimizing materials, capacity, inventory, and distribution
constraints throughout this complex network, the solution helps increase
the profitability of manufacturing and supply plans.
- - Enhanced robust materials planning. The solution will optimize the
allocation of scarce common-usage materials and the timing of new product
introductions and engineering changes. The optimized result will enable
companies to reduce material inventories and minimize obsolescence while
maximizing profits and customer service.
PRODUCT AVAILABILITY
A solution that combines Manugistics5 and ProMIRA's REFLEX and
SupplyNET products and SmartBill technology is available immediately.
Manugistics will provide an integrated solution in the next release of
Manugistics5, presently targeted for this summer. ProMIRA's algorithms and
(more)
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MANUGISTICS AGREES TO ACQUIRE PROMIRA ... PAGE 5
functional capabilities is scheduled to be embedded into Manugistics Supply
Chain Architecture(TM) later this year, creating more robust, flexible
automated business process modeling for discrete manufacturing.
COMPANY SYNERGIES
"The synergy between Manugistics and ProMIRA will complete the supply
chain management puzzle for companies in industries such as high technology,
electronics, motor vehicles and parts," said Ann Grackin, partner at
Benchmarking Partners. "Their shared commitment to delivering rapid benefits
and deep product functionality has earned both companies a blue-chip base of
extremely satisfied clients across multiple industries."
COMPANY BACKGROUND
ProMIRA has been providing supply chain planning software for
manufacturers of complex products since 1994. ProMIRA helps clients realize
dramatic improvements in competitiveness and return on assets, typically in two
months. ProMIRA's solutions are used by industry-leading companies such as
Alcatel, Compaq, Digital, Harris, Hewlett-Packard, Mitel, NCR, Newbridge
Networks, Northern Telecom, Rockwell, and Zenith.
Manugistics is the world's most recognized name in supply chain
management. Used by over 560 companies around the world, Manugistics'
synchronized supply chain management(TM) solution assists managers in making
the right decisions involving product demand, supply, manufacturing scheduling,
and transportation. Through its advanced technology and an aggressive
partnership strategy, Manugistics provides a single view of the supply chain
that connects decision makers not only across an enterprise, but also among
(more)
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MANUGISTICS AGREES TO ACQUIRE PROMIRA ... PAGE 6
enterprises. Headquartered in Rockville, Md., Manugistics has been providing
innovative supply chain management solutions to clients for more than a decade.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements that involve
risks and uncertainties. The success of the acquisition and future operating
results of the combination of Manugistics and ProMIRA may differ from the
results discussed or forecasted in the forward-looking statements due to
factors that include, but are not limited to, risks associated with
acquisition, such as the potential difficulties in the assimilation of
operations, strategies, technologies and products of the acquired company the
risk of loss of key personnel of the acquired company; diversion of management
attention from other business concerns; risks of entering new markets and risk
associated with ProMIRA's business, including the risk of variations in
operating results, current and expected additional competition; and the need to
continue to expand product distribution, particularly internationally. For
further information, please refer to the Company's S-3 Registration Statement,
Form 10-Q dated November 30, 1997, or other reports filed with the Securities
and Exchange Commission which are publicly available, copies of which may also
be obtained by contacting the Company's Investor Relations department at
301-984-5409.
# # #
Manugistics, the Manugistics logo, and working as one are registered trademarks
and synchronized supply chain management and Manugistics Supply Chain
Architecture are trademarks of Manugistics, Inc.
Additional information about Manugistics can be found at the company's site on
the World Wide Web, at http://www.manugistics.com.
<PAGE> 1
PR Contacts: Investor Relations Contact:
Charlotte Penner or Nathaniel Wallace
Kristan De La Rosa Manugistics, Inc.
Manugistics, Inc. 301-984-5059
301-984-5000
FOR IMMEDIATE RELEASE
MANUGISTICS COMPLETES ACQUISITION
OF PROMIRA SOFTWARE
ROCKVILLE, MD., FEBRUARY 13, 1998 -- Manugistics, Inc. (Nasdaq: MANU),
the world's most recognized name in supply chain management, today announced
that it has completed the acquisition of ProMIRA Software Inc., the leading
provider of supply chain planning tools for manufacturers of complex products,
headquartered in Ottawa, Canada. Announced in a previous press release, the
acquisition combines Manugistics' strengths in demand planning, complex
distribution, constraint-based supply chain optimization, and manufacturing
scheduling with ProMIRA's optimized material and capacity planning and
real-time order promising capabilities for complex products in industries such
as high-technology, electronics, and motor vehicles and parts.
A solution that combines Manugistics5 and ProMIRA's REFLEX and
SupplyNET products and SmartBill technology is available immediately.
Manugistics will provide an integrated solution in the next release of
Manugistics5, presently targeted for this summer. ProMIRA's algorithms and
functional capabilities are scheduled to be embedded into Manugistics Supply
Chain Architecture(TM) later this year, creating more robust, flexible
automated business process modeling for discrete manufacturing.
(more)
<PAGE> 2
MANUGISTICS COMPLETES PROMIRA ACQUISITION PAGE 2
ProMIRA has been providing supply chain planning software for
manufacturers of complex products since 1992. ProMIRA helps clients realize
dramatic improvements in competitiveness and return on assets, typically in two
months. ProMIRA's solutions are used by industry-leading companies such as
Alcatel, Compaq, Digital, Harris, Hewlett-Packard, Mitel, NCR, Newbridge
Networks, Northern Telecom, Rockwell, and Zenith.
Manugistics is the world's most recognized name in supply chain
management. Used by over 560 companies around the world, Manugistics'
synchronized supply chain management(TM) solution assists managers in making
the right decisions involving product demand, supply, manufacturing scheduling,
and transportation. Through its advanced technology and an aggressive
partnership strategy, Manugistics provides a single view of the supply chain
that connects decision makers not only across an enterprise, but also among
enterprises. Headquartered in Rockville, Md., Manugistics has been providing
innovative supply chain management solutions to clients for more than a decade.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements that involve
risks and uncertainties. The success of the acquisition and future operating
results of the combination of Manugistics and ProMIRA may differ from the
results discussed or forecasted in the forward-looking statements due to
factors that include, but are not limited to, risks associated with
acquisition, such as the potential difficulties in the assimilation of
operations, strategies, technologies and products of the acquired company the
risk of loss of key personnel of the acquired company; diversion of management
attention from other business concerns; risks of entering new markets and risk
associated with ProMIRA's business, including the risk of variations in
operating results, current and expected additional competition; and the need to
continue to
(more)
<PAGE> 3
MANUGISTICS COMPLETES PROMIRA ACQUISITION PAGE 3
expand product distribution, particularly internationally. For further
information, please refer to the Company's S-3 Registration Statement, Form
10-Q dated November 30, 1997, or other reports filed with the Securities and
Exchange Commission which are publicly available, copies of which may also be
obtained by contacting the Company's Investor Relations department at
301-984-5409.
# # #
Manugistics, the Manugistics logo, and working as one are registered trademarks
and synchronized supply chain management and Manugistics Supply Chain
Architecture are trademarks of Manugistics, Inc.
Additional information about Manugistics can be found at the company's site on
the World Wide Web, at http://www.manugistics.com
