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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MANUGISTICS GROUP, INC.
(Exact name of issuer as specified in its charter)
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<S> <C>
Delaware 52-1469385
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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2115 East Jefferson Street
Rockville, Maryland 20852
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
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TYECIN SYSTEMS, INC. 1993 STOCK OPTION PLAN
TYECIN SYSTEMS, INC. AMENDED AND RESTATED 1994 FLEXIBLE STOCK INCENTIVE 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)
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COPY TO:
JOSEPH H. JACOVINI, ESQUIRE
MERRITT A. COLE, ESQUIRE
DILWORTH PAXSON LLP
3200 MELLON BANK CENTER
1735 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19103-7595
(215) 575-7000
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED BE REGISTERED OFFERING PRICE AGGREGATE REGISTRATION FEE (1)
PER SHARE (1) OFFERING
PRICE (2)
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<S> <C> <C> <C> <C>
COMMON STOCK, $.002 PAR 24,487 SHARES $3.10 $74,300.50 $21.92
VALUE
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(1) THIS PRICE IS THE HIGHEST EXERCISE PRICE OF THE OPTIONS
OUTSTANDING UNDER THE OPTION PLANS REFERRED TO ABOVE (THE
"PLANS").
(2) CALCULATED, PURSUANT TO RULE 457(h)(1) UNDER THE SECURITIES
ACT OF 1933, ON THE BASIS OF THE VARIOUS EXERCISE PRICES OF
THE OPTIONS OUTSTANDING UNDER THE PLANS.
2
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This registration statement relates to a total of 24,487 shares
of Common Stock, par value $.002 per share, of Manugistics Group, Inc. (the
"Company") as follows: (a) a total of 46 shares which are reserved for future
issuance upon the exercise of options which are outstanding under the TYECIN
Systems, Inc. 1993 Stock Option Plan, and (b) a total of 24,441 shares which are
reserved for future issuance upon the exercise of options which are outstanding
under the TYECIN Systems, Inc. Amended and Restated 1994 Flexible Stock
Incentive Plan, which plans were assumed by the Company pursuant to
the terms of the merger of TYECIN Systems, Inc. with and into a wholly-owned
subsidiary of the Company effective as of June 1, 1998.
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, 1998.
2. The Company's Current Report on Form 8-K dated March 2, 1998.
3. The Company's Current Report on Form 8-K dated March 19, 1998.
4. The Company's Current Report on Form 8-K dated March 27, 1998.
5. The Company's Current Report on Form 8-K dated May 22, 1998.
6. The Company's Current Report on Form 8-K dated May 22, 1998.
7. The Company's Current Report on Form 8-K dated June 1, 1998.
8. The Company's Current Report on Form 8-K dated June 2, 1998.
9. The Company's Current Report on Form 8-K dated June 9, 1998.
10. The Company's Current Report on Form 8-K dated June 18, 1998.
11. The Company's Current Report on Form 8-K dated July 15, 1998.
12. The Company's Quarterly Report on Form 10-Q for the quarter ended
May 31, 1998.
13. 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.
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.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The law firm of Dilworth Paxson LLP has rendered an opinion regarding
the legality of the Shares. Under the terms of the Company's 1998 Stock Option
Plan, 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 5,000 shares of Common Stock. At June 26, 1998, Mr. Jacovini was the
beneficial owner of 72,000 shares of Common Stock (including 2,000 shares held
by his spouse and a total of 22,664 shares issuable upon exercise of certain
options). Other members of Dilworth Paxson LLP own a total of approximately
2,400 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Amended and Restated Certificate of Incorporation (the
"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 the Company's Amended and Restated 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 LLP as to the legality of
securities being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of PricewaterhouseCoopers LLP
*23.3 Consent of Dilworth Paxson LLP
**24 Power of Attorney of certain officers and directors
of the Company
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* Included in Exhibit 5
**Included in the signature page to this Registration
Statement
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.
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(1) 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.
(1) 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.
(1) 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 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 31st day
of July, 1998.
MANUGISTICS GROUP, INC.
By: /s/ WILLIAM M. GIBSON
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William M. Gibson
Chairman of the Board, President and
Chief Executive Officer
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.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
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Signature Title Date
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/s/ WILLIAM M. GIBSON Chairman of the Board, President and July 31, 1998
- --------------------------- Chief Executive Officer (Principal
William M. Gibson Executive Officer)
/s/ PETER Q. REPETTI Senior Vice President and Chief July 31, 1998
- --------------------------- Financial Officer (Principal
Peter Q. Repetti Financial Officer and Principal
Accounting Officer)
/s/ JACK A. ARNOW Director July 31, 1998
- ---------------------------
Jack A. Arnow
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Signature Title Date
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/s/ J. MICHAEL CLINE Director July 31, 1998
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J. Michael Cline
/s/ LYNN C. FRITZ Director July 31, 1998
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Lynn C. Fritz
/s/ JOSEPH H. JACOVINI Director July 31, 1998
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Joseph H. Jacovini
/s/ WILLIAM G. NELSON Director July 31, 1998
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William G. Nelson
/s/ THOMAS A. SKELTON Director July 31, 1998
- ---------------------------
Thomas A. Skelton
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EXHIBIT INDEX
EXHIBIT NUMBER
5 Opinion of Dilworth Paxson LLP as to the legality of
securities being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of PricewaterhouseCoopers LLP
*23.3 Consent of Dilworth Paxson LLP
**24 Power of Attorney of certain officers and directors
of the Company
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* Included in Exhibit 5
**Included in the signature page to this
Registration Statement
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[Letterhead of Dilworth Paxson LLP]
Direct Dial Number:
(215) 575-7000
July 31, 1998
Manugistics Group, Inc.
2115 East Jefferson Street
Rockville, MD 20852
Re: 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 24,484
shares of the Company's Common Stock, par value $.002 per share (the "Shares"),
which are issuable upon exercise of options (the "Options") granted pursuant
to: (i) the TYECIN Systems, Inc. 1993 Stock Option Plan (the "1993 Option
Plan") - 46 Shares; and (ii) the TYECIN Systems, Inc. 1994 Flexible Stock
Incentive Plan, as amended (the "1994 Option Plan") - 24,438 Shares
(collectively, the "Plans"). (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 in the relevant plan.)
The Company acquired TYECIN Systems, Inc. ("TYECIN") pursuant to an
Agreement and Plan of Merger dated as of June 1, 1998, by and among the
Company, TYECIN and certain other parties (the "Merger Agreement"). The
Company assumed the Options pursuant to the Merger Agreement.
The 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 July 31,
1998. (Said Registration Statement on Form S-8 is referred to hereinafter as
the "Registration Statement.")
In rendering this opinion, we have examined: (i) the Amended and
Restated Certificate of Incorporation and Amended and Restated By-laws of the
Company, each as presently in effect; (ii) the resolutions and related minutes
of the Company's Board of Directors respectively approving the Merger Agreement
and the assumption of the options; (iii) the Merger Agreement (including all
exhibits and schedules thereto); (iv) each of the Plans; (v) the resolutions of
the Company's Board of Directors authorizing the preparation and filing of the
Registration Statement; (vi) the Registration Statement; and (vii) such
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DILWORTH PAXSON LLP PAGE 2
TO: MANUGISTICS GROUP, INC.
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. We have assumed the due and valid adoption of
the Plans, and the due and valid issuance by TYECIN of the options assumed by
the Company in the merger.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when duly issued in accordance with the terms of the 1993 Option Plan or
the 1994 Option Plan, as appropriate, and options duly respectively granted
thereunder, 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. 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,
/s/ DILWORTH PAXSON LLP
DILWORTH PAXSON LLP
cc: Helen A. Nastasia, General Counsel
and Secretary
Manugistics Group, Inc.
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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 24, 1998 (except
Note 13 as to which the date is March 26, 1998) on the historical consolidated
financial statements appearing in the Annual Report on Form 10-K of Manugistics
Group, Inc. for the year ended February 28, 1998.
We also consent to the incorporation by reference in this Registration
Statement of our report dated June 19, 1998 on the Company's supplemental
consolidated financial statements as of February 28, 1998 and 1997 and for each
of the three years in the period ended February 28, 1998 (which expresses an
unqualified opinion and includes an explanatory paragraph relating to the
restatement of the historical consolidated financial statements for a pooling
of interests) appearing in the Form 8-K filed on July 15, 1998.
/s/ DELOITTE & TOUCHE LLP
Washington, D.C.
July 29, 1998
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
FOR TYECIN SYSTEMS, INC.
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated March 6, 1998, except as
to Note 11, which is as of June 1, 1998, related to the consolidated financial
statements of TYECIN Systems, Inc. (not presented separately therein), which
appears in the Current Report on Form 8-K of Manugistics Group, Inc. dated July
15, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
San Jose, California
July 30, 1998
