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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 31, 1998
REGISTRATION NO. 333-58353
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MANUGISTICS GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
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DELAWARE 52-1469385
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
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2115 EAST JEFFERSON STREET
ROCKVILLE, MARYLAND 20852
(301) 984-5000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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WILLIAM M. GIBSON
PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD
MANUGISTICS GROUP, INC.
2115 EAST JEFFERSON STREET
ROCKVILLE, MARYLAND 20852
(301) 984-5000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND 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
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on the Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS 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.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JULY 31, 1998
333,207 SHARES
[MANUGISTICS GROUP LOGO]
COMMON STOCK
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This Prospectus relates to 333,207 shares of Common Stock, $.002 par value
per share (the "Common Stock" or the "Shares"), of Manugistics Group, Inc., a
Delaware corporation (the "Company") offered for the account of certain
stockholders of the Company (the "Selling Stockholders"). The Shares offered by
the Selling Stockholders were acquired by them from a subsidiary of the Company
effective as of June 1, 1998, in exchange for the then outstanding capital stock
of TYECIN Systems, Inc., a California corporation ("TYECIN"), pursuant to an
Agreement and Plan of Merger dated as of June 1, 1998, among the Company, TYECIN
and certain individuals. (See "Recent Developments -- Acquisition of TYECIN
Systems, Inc." and "Selling Stockholders.")
The Selling Stockholders may from time to time sell all or a portion of the
Shares which may be offered by them under this Prospectus in ordinary brokerage
transactions through the facilities of Nasdaq, in block transactions, in
privately negotiated transactions or otherwise. The Selling Stockholders may
also make private sales directly or through brokers. The Selling Stockholders
may pay customary brokerage fees, commissions and expenses. The Company will
bear all expenses of registration of the Shares and all other expenses of the
offering. The Selling Stockholders and the brokers executing selling orders on
behalf of the Selling Stockholders may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), in
which event commissions received by such brokers may be deemed underwriting
commissions under the Securities Act. (See "Plan of Distribution.")
The Company will not receive any proceeds from the sale of Shares offered
by the Selling Stockholders hereby.
The Common Stock is listed on The Nasdaq Stock Market ("Nasdaq") under the
symbol "MANU." On July 30, 1998, the last reported sale price for the Common
Stock on Nasdaq was $22.88 per share.
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SEE "RISK FACTORS" COMMENCING ON PAGE 7 HEREOF FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON
STOCK OFFERED HEREBY.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS , 1998.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements 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"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the public reference facilities
maintained by the Commission at 7 World Trade Center, Suite 1300, New York, New
York 10048, and at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such materials can also be obtained from the
Public Reference Section of the Commission, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates. Such reports, proxy statements
and other information can also be inspected at the offices of Nasdaq, 1735 K
Street, N.W., Washington, D.C. 20006, on which the Company's Common Stock is
listed. The Commission maintains an Internet Web site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission, located at http://www.sec.gov.
The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933 as amended (the "Securities Act").
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is made to the Registration Statement, copies of which are available from the
Public Reference Section of the Commission at prescribed rates as described
above. Statements contained herein concerning the provisions of documents filed
with, or incorporated by reference in, the Registration Statement as exhibits
are necessarily summaries of such provisions and documents and each such
statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Commission by the Company, are
incorporated in this Prospectus by reference: (i) the Company's Annual Report on
Form 10-K for the fiscal year ended February 28, 1998 ("1998 Form 10-K"); (ii)
the Company's Quarterly Report on Form 10-Q for the three months ended May 31,
1998; (iii) the Company's Current Report on Form 8-K dated March 2, 1998; (iv)
the Company's Current Report on Form 8-K dated March 19, 1998; (v) the Company's
Current Report on Form 8-K dated March 27, 1998; (vi) the Company's Current
Report on Form 8-K dated May 22, 1998; (vii) the Company's Current Report on
Form 8-K dated May 22, 1998; (viii) the Company's Current Report on Form 8-K
dated June 1, 1998; (ix) the Company's Current Report on Form 8-K dated June 2,
1998; (x) the Company's Current Report on Form 8-K dated June 9, 1998; (xi) the
Company's Current Report on Form 8-K dated June 18, 1998; (xii) the Company's
Current Report on Form 8-K dated July 15, 1998; and (xiii) the description of
the Company's Common Stock contained in the Company's Registration Statement on
Form 8-A filed under Section 12 of the Exchange Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the Offering shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date of the filing of 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 Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company undertakes to provide without charge to each person, including
any beneficial owner, to whom a copy of this Prospectus has been delivered, on
written or oral request, a copy of any and all of the documents incorporated in
this Prospectus by reference, other than exhibits to such documents not
specifically incorporated by reference therein. Requests for such copies should
be directed to Manugistics Group, Inc., at its principal executive offices
located at 2115 East Jefferson Street, Rockville, Maryland 20852, Attention:
Investor Relations (telephone: (301) 984-5409).
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PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the more detailed
information and financial statements included elsewhere herein or incorporated
by reference in this Prospectus.
THE COMPANY
Manugistics Group, Inc. develops, markets and supports software products
for synchronized supply chain management(TM) and provides related services.
Synchronized supply chain management refers to managing the complex interactions
involved in the flows of products through a supply chain, and involves
forecasting product demand and coordinating the timing of distribution,
manufacturing, procurement and transportation activities to meet this demand,
not only across an entire enterprise, but also among an enterprise and its
suppliers and customers. The Company believes it is the only provider of an
integrated suite of strategic, tactical and operational supply chain planning
tools and products that address the four key operational areas of supply chain
management: demand planning, supply planning, manufacturing scheduling and
transportation management.
Many companies have faced increased competition and more demanding customer
service requirements in recent years. Customers have had the leverage to demand
better service from suppliers, partially because bargaining power has shifted to
retailers and consumers from manufacturers and distributors over the past
decade. Also, many companies have contended with shorter product life cycles in
recent years. Manufacturing companies in a number of industries have incurred
substantial costs to build, acquire, maintain and operate plants and equipment.
Given these costs and increased competition, many companies have sought ways to
increase the returns from their significant investments in manufacturing assets.
Supply chain management software enables companies to plan their supply and
manufacturing activities to meet anticipated customer demand, while considering
capacity and materials constraints and other factors. Supply chain management
software complements Enterprise Resource Planning ("ERP") systems and provides
companies with information not only about their own enterprise, but also about
demand from customers and other information relating to suppliers and
transportation providers. Companies in many different industries now recognize
that effective supply chain management is a source of competitive advantage, and
these companies are seeking software that can help them achieve these benefits.
Manugistics' supply chain management software provides strategic, tactical
and operational supply chain planning tools and includes the Supply Chain
Navigator(TM), the Manugistics Integrator(R) and four major families: Demand
Planning, Supply Planning, Manufacturing Scheduling and Transportation
Management. The software operates in most major operating environments and
supports database software from leading relational database software vendors.
The United States list price for the Company's supply chain management software
products ranges from $200,000 for a single product to several million dollars
for the complete product suite. The Company has installed various combinations
of its supply chain management software products at more than 1,000 locations
worldwide. The Company's customers include E.I. du Pont de Nemours and Company,
Frito-Lay, Inc., General Motors Service Parts Operations, Hewlett-Packard
Company, Lever Brothers Company, Levi Strauss & Co., Wal-Mart Stores, Inc. and
Warner Lambert Company.
The Company also offers a wide range of product-related services, including
business operations consulting, change management consulting, end-user and
system administrator education and training, and customer support to help
clients reengineer their operations to take maximum advantage of the Company's
software and effective supply chain management. Customers may obtain support
services and maintenance for an annual fee that ranges from 12% to 18% of the
then-current license fee, depending on the level of support and the size of the
license fee.
The Company licenses its supply chain management solutions in North and
South America through a direct sales organization and in various regions outside
of the Americas primarily through subsidiaries. The
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Company has also begun using indirect sales channels, such as complementary
software vendors, third-party alliances and distributorships.
The Company's principal executive offices are located at 2115 East
Jefferson Street, Rockville, Maryland 20852, and its telephone number is (301)
984-5000.
THE OFFERING
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Common Stock Offered by the Selling Stockholders.... 333,207 shares
Common Stock Outstanding............................ 26,350,174 shares(1)
Use of Proceeds..................................... The Company will not receive any proceeds
from the sale of Common Stock offered
hereby.
Nasdaq Symbol....................................... MANU
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(1) At the close of business on July 30, 1998.
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CERTAIN FORWARD-LOOKING STATEMENTS
This Prospectus (including the documents incorporated herein by reference)
contains or may contain certain forward-looking statements and information that
are based on beliefs of, and information currently available to, the Company's
management as well as estimates and assumptions made by the Company's
management; such forward-looking statements are subject to a number of risks and
uncertainties. When used in this Prospectus, words such as "anticipate,"
"believe," "estimate," "expect," "future," "intend," "plan" and similar
expressions as they relate to the Company or the Company's management, identify
forward-looking statements. The forward-looking statements may relate to such
matters as anticipated financial performance, business prospects and strategies,
sales and marketing strategies, markets, current and potential competition,
technological developments, new products, research and development activities,
acquisition activities, partnerships and alliances and similar matters. The
Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements. In order to comply with the terms of the safe
harbor, the Company notes that a variety of factors could cause the Company's
actual results and experience to differ materially from the anticipated results
or other expectations expressed in the Company's forward-looking statements in
this Prospectus or elsewhere in the future. The risks and uncertainties that may
affect the business, operating results or financial condition of the Company
include those set forth below under "Risk Factors" and the following:
Revenues for any period depend on the volume, timing and size of license
agreements. The Company typically ships software products shortly after license
agreements are signed, and, therefore, does not maintain any material contract
backlog. The volume of licensing agreements depends in part on the ability of
the Company to hire and thereafter to train, integrate and deploy its sales
force effectively. The timing of license agreements is difficult to forecast
because software sales cycles are affected by the nature of the transactions,
including the breadth of the solution to be licensed and the organizational and
geographic scope of the licenses. In addition, the timing of license agreements
also may be affected by certain external factors such as general domestic and
international business or economic conditions or competitors' actions. A small
variation in the timing of software licensing transactions, particularly near
the end of any quarter or year, can cause significant variations in software
products license revenues in any period.
The Company believes that the market for supply chain management software
is expanding rapidly. However, if market demand for the Company's products does
not continue to grow rapidly, because of such factors as adverse changes in
domestic or international business and economic conditions or foreign currency
exchange rates, the timely availability and acceptance of the Company's
products, technological change or the effect of competitive products and
pricing, software license revenue growth and consulting, maintenance and other
services revenue growth, margins, or both could be adversely affected. If
competitors make acquisitions of other competitors or establish cooperative
relationships among themselves or with third parties to enhance the ability of
their products to address the supply chain management needs of prospects and
customers, or if certain ERP or other software vendors that have announced plans
to develop or incorporate functionality that could compete with the Company's
products successfully develop and market such functionality, software license
revenue growth could be adversely affected.
There can be no assurance that the Company will be able to attract
complementary software vendors, consulting firms or other organizations that
will be able to market the Company's products effectively or that will be
qualified to provide timely and cost-effective customer support and services. In
addition, there can be no assurance that any organization will continue its
involvement with the Company and its products, and the loss of relationships
with important organizations could materially adversely affect the Company's
results of operations.
These risks, uncertainties and assumptions also relate to the Company's
operations and results of operations, which also may be affected by shifts in
market demand, seasonal fluctuations in demand and sales (caused by, among other
factors, customer budgeting and purchasing patterns and the Company's sales
commission policies) and the timing of product releases. Such risks and
uncertainties may also include, in addition to any uncertainties specifically
identified in the text surrounding forward-looking
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statements, uncertainties with respect to changes or developments in social,
economic, business, industry, market, legal and regulatory circumstances and
conditions and actions taken or omitted to be taken by third parties, including
the Company's stockholders, customers, suppliers, business partners and
competitors. Should one or more of these risks or uncertainties materialize, or
should the underlying estimates or assumptions prove incorrect, actual results
or outcomes may vary significantly from those anticipated, believed, estimated,
expected, intended or planned. Any of these factors could have a material
adverse effect on the Company's business, operating results, financial condition
and cash flows.
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RISK FACTORS
In addition to the other information in this Prospectus, the following
factors should be considered carefully in evaluating an investment in the shares
of Common Stock offered by this Prospectus.
Potential Fluctuations in Quarterly Results; Seasonality. The Company's
quarterly operating results have varied in the past and might vary significantly
in the future because of factors such as domestic and international business
conditions or the general economy, the timely availability and acceptance of the
Company's products, technological change, the effect of competitive products and
pricing, the effects of marketing pronouncements by competitors or potential
competitors, changes in the Company's strategy, the mix of direct and indirect
sales, changes in operating expenses, personnel changes and foreign currency
exchange rate fluctuations. In addition, the Company has experienced and might
continue to experience from time to time very large, individual license sales
which can cause significant variations in quarterly license revenues.
The Company typically ships software products shortly after license
agreements are signed and, therefore, does not maintain any material contract
backlog. Furthermore, the Company has typically recognized a substantial portion
of its revenues in the last month of a quarter. As a result, software products
revenues in any quarter are substantially dependent on orders booked and shipped
in that month, and the Company cannot predict software products revenues for any
future quarter with any significant degree of certainty.
The Company's software products license revenues are also difficult to
forecast because the market for business application software products is
evolving rapidly, and the Company's sales cycles vary substantially from
customer to customer. The sales cycles depend, in part, on the nature of the
transactions, including the breadth of the solution to be licensed and the
organizational and geographic scope of the licenses. Because the licensing of
the Company's products generally involves a significant capital expenditure by
the customer, the Company's sales process is subject to the delays and lengthy
approval processes that are typically involved in such expenditures. In
addition, the Company expects that sales derived through indirect channels will
be harder to predict in timing and size than for direct sales because there is
less direct contact and influence with the prospective customer. For these and
other reasons, the sales cycle associated with the licensing of the Company's
products varies substantially from customer to customer and typically lasts
between six and twelve months, during which time the Company might devote
significant time and resources to a prospective customer, including costs
associated with multiple site visits, product demonstrations and feasibility
studies, and might experience a number of significant delays, over which the
Company has no control.
The Company's expense levels vary, at least in part, based on its
anticipated future revenues. A substantial portion of the Company's revenues in
any quarter is typically derived from a limited number of large contracts.
Therefore, if revenues in a period are below expectations, operating results are
likely to be adversely affected. Net income might be disproportionately affected
by a reduction in revenues because a proportionately smaller amount of the
Company's expenses varies directly with revenues. As a result of the foregoing
factors, it is likely that in some quarters, the Company's operating results
will be below the published expectations of financial research analysts. In that
event, the price of the Company's common stock would likely be materially
adversely affected. (See "Recent Developments," below.)
The Company has generally realized lower revenues in its first fiscal
quarter (ending in May) than in the immediately preceding quarter. The Company
believes that these fluctuations are caused primarily by customer budgeting and
purchasing patterns and by the Company's sales commission policies, which
compensate personnel for meeting or exceeding annual and other performance
quotas.
Competition. The market for business applications software is highly
competitive and subject to rapid change. Many application software vendors offer
products that are directly competitive with the software products marketed by
the Company. Some of the Company's current and potential competitors have
significantly greater financial, marketing, technical and other competitive
resources than the Company. As a result, they may be able to adapt more quickly
to new or emerging technologies and
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changes in customer requirements, or to devote greater resources to the
development, promotion and sale of their products than can the Company. In
addition, certain ERP system vendors have acquired supply chain management
software companies, products or functionality or have announced plans to develop
new products or to incorporate additional functionality into their current
products that, if successfully developed and marketed, could compete with the
products offered by the Company. Furthermore, current and potential competitors
may make acquisitions of other competitors or may establish cooperative
relationships among themselves or with third parties to increase the ability of
their products to address the supply chain management needs of the Company's
prospective customers. Accordingly, it is possible that new competitors may
emerge and rapidly acquire significant market share. If this were to occur, the
business, operating results, financial condition and cash flows of the Company
could be materially adversely affected.
Dependence on New Products and Rapid Technological Change; Risk of Product
Defects. The market for the Company's products is characterized by rapidly
changing technologies, frequent new product introductions, rapid changes in
customer requirements and evolving industry standards. The Company believes that
its future financial performance will depend in large part on its ability to
maintain and enhance its current product line, develop new products that achieve
market acceptance, maintain technological competitiveness and meet an expanding
range of customer requirements. There can be no assurance, however, that the
Company will be successful in developing and marketing new products or product
enhancements that respond to technological change or evolving industry
standards, that the Company will not experience difficulties that could delay or
prevent the successful development, introduction and marketing of these
products, or that its new products and product enhancements will adequately meet
the requirements of prospective customers and achieve market acceptance. If the
Company is unable, for technological or other reasons, to successfully develop
and introduce new products or product enhancements, the Company's business,
operating results, financial condition and cash flows would be materially
adversely affected.
In addition, software products as complex as those offered by the Company
might contain undetected errors or failures when first introduced or when new
versions are released. There can be no assurance, despite testing by the Company
and by current and prospective customers, that errors will not be found in new
products or product enhancements after commercial release, resulting in loss of
or delay in market acceptance, which could have a material adverse effect upon
the Company's business, operating results, financial condition and cash flows.
Year 2000 Compliance Issues. Many older computer systems and software
products that are still in use today were programmed to accept only two digit
entries in the date code field (i.e., "98" for "1998"). Systems and software
containing two digit date code fields need to be modified or upgraded to
distinguish 21st century dates (e.g., "2002") from 20th century dates (e.g.,
"1902"), in order to avoid the possibility of erroneous results or system
failures.
Many companies might need to modify or upgrade their information systems to
address this "Year 2000" issue. The effects of this issue and of the efforts by
companies to address it are unclear. The Company believes that the purchasing
patterns of customers and prospective customers might be affected by Year 2000
issues. Many companies are expending significant resources to correct or patch
their current software systems for Year 2000 compliance. These expenditures
might result in reduced funds available to purchase software products such as
those offered by the Company. Additionally, Year 2000 problems inherent in a
customer's other software programs might significantly limit that customer's
ability to realize the intended benefits to be derived from the Company's supply
chain management software. These events could result in a material adverse
effect on the Company's business, operating results, financial condition and
cash flows.
The Company utilizes other third party vendor equipment, telecommunication
products, and software products which may or may not be Year 2000 compliant.
Although the Company is currently taking steps to address the impact, if any, of
the Year 2000 issue surrounding such third party products, failure of any
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critical technology components to operate properly may have an adverse impact on
business operations or require the Company to incur unanticipated expenses to
remedy any problems.
Software products as complex as those offered by the Company, whether
developed internally or acquired by the Company, might contain undetected errors
or failures when first introduced or when new versions are released, including
products intended to be Year 2000 compliant. There can be no assurance that the
Company's software products contain or will contain all necessary date code
changes or that errors will not be found in new products or product enhancements
after commercial release, resulting in loss of or delay in market acceptance. In
addition, the Company might experience difficulties that could delay or prevent
the continued successful development and release of products that are Year 2000
compliant or that meet the Year 2000 requirements of customers. If the Company
is unable or is delayed in its efforts to make the necessary date code changes,
there could be a material adverse effect upon the Company's business, operating
results, financial condition and cash flows.
Expansion of Indirect Channels. The Company is building and maintaining
significant working relationships with complementary vendors, such as ERP system
vendors and consulting firms, that the Company believes can play important roles
in marketing the Company's products. The Company is currently investing, and
intends to continue to invest, significant resources to develop these
relationships, which could adversely affect the Company's operating margins.
There can be no assurance that the Company will be able to attract organizations
that will be able to market the Company's products effectively or that will be
qualified to provide timely and cost-effective customer support and service. In
addition, difficulties experienced by these complementary vendors in selling the
Company's products and services may adversely affect the Company's results of
operations. Furthermore, the Company's arrangements with these organizations are
not exclusive and, in many cases, may be terminated by either party without
cause, and many of these organizations are also involved with competing
products. Certain ERP system vendors have acquired supply chain management
software companies, products or functionality or have announced plans to develop
new products or to incorporate additional functionality into their current
products that would compete with the Company's products. Therefore, there can be
no assurance that any organization will continue its involvement with the
Company and its products, and the loss of important organizations could
materially adversely affect the Company's results of operations. In addition, if
the Company is successful in selling products as a result of these
relationships, any material increase in the Company's indirect sales as a
percentage of total revenues would be likely to adversely affect the Company's
average selling prices and gross margins because of the lower unit prices that
the Company receives when selling through indirect channels.
Management of Internal Growth. The Company has recently experienced a
period of rapid growth in revenues that has placed significant strains upon its
management systems and resources. The Company's ability to compete effectively
and to manage future growth, if any, will require the Company to continue to
improve its financial and management controls, reporting systems and procedures
on a timely basis. The Company has recently hired a significant number of
employees, and in order to maintain its ability to grow in the future, the
Company will be required to increase significantly its total number of employees
and to train and manage its employee work force on a timely and effective basis.
There can be no assurance that the Company will be able to do so successfully.
The Company's failure to do so could have a material adverse effect upon the
Company's business, operating results, financial condition and cash flows. See
also "Risk Factors -- Integration of Acquired Businesses."
Integration of Acquired Businesses. The Company investigates potential
candidates for acquisition, joint venture opportunities or other relationships
on an ongoing basis. From time to time, the Company engages in the evaluation
of, and discussions with, one or more such candidates. Acquisitions, including
the acquisition of ProMIRA Software Incorporated in February 1998, and TYECIN in
June 1998, involve the integration of companies that have previously operated
independently. There can be no assurance that the Company will be able to
integrate these or any future employees or operations effectively or that the
Company will realize the expected benefits of these or any future transactions.
In addition, there can be no assurance that the Company will not experience the
loss of key employees of these or any future acquired operations. The process of
integrating acquired employees and operations into the Company might result
9
<PAGE> 11
in unanticipated operational difficulties and expenditures. In addition, there
can be no assurance that the anticipated benefits of any specific acquisition
will be realized.
International Operations. The Company currently conducts operations in a
number of countries in Europe, Asia/Pacific and South America and plans to
conduct operations in additional regions outside the United States, which will
require significant management attention and financial resources and could
adversely affect the Company's operating margins. The Company plans to
accelerate the growth of, and increase its investment in, its international
operations. There can be no assurance that the Company will be able to generate,
maintain or increase demand for the Company's products in new geographic
markets. Certain risks are inherent in international operations. The majority of
the Company's contracts are denominated in U.S. currency. Most of the revenues
from sales outside the United States have been denominated in foreign
currencies, typically the local currency of the Company's business unit. The
Company anticipates that the proportion of its revenues denominated in foreign
currencies will increase. A decrease in the value of foreign currencies relative
to the U.S. dollar could result in losses from foreign currency translations. In
connection with transactions denominated in foreign currency, the Company has
taken steps to minimize the risks associated with such foreign currency in the
past and might take such steps in similar circumstances in the future. With
respect to the Company's international sales that are U.S. dollar-denominated,
currency fluctuations could make the Company's products and services less price
competitive. The Company's international sales and operations might be adversely
affected by the imposition of government controls, changes in financial
currencies (such as the unified currency known as the European Monetary Unit),
political and economic instability, difficulties in staffing and managing
international operations and general economic and currency exchange rate
conditions in foreign countries.
Lack of Product Diversification. The Company's future results depend on
continued market acceptance of supply chain management software and services as
well as the Company's ability to continue to adapt and modify this software to
meet the evolving needs of its prospects and customers. Any reduction in demand
or increase in competition in the market for supply chain management software
products could have a material adverse effect on the Company's business,
operating results, financial condition and cash flows.
Dependence Upon Key Personnel. The loss of the services of one or more of
the Company's executive officers could have a material adverse effect on the
Company's business, operating results, cash flows and financial condition. The
Company does not have employment contracts with any of its executive officers
and does not maintain key person insurance. There can be no assurance that the
Company will be able to retain its key personnel. The Company's future success
also depends on its continuing ability to attract, assimilate and retain highly
qualified sales, technical and managerial personnel. Competition for such
personnel is intense, and there can be no assurance that the Company can
attract, assimilate or retain such personnel in the future.
Intellectual Property and Proprietary Rights. The Company regards its
software as proprietary and relies on a combination of trade secret, copyright
and trademark laws, license agreements, confidentiality agreements with
employees, nondisclosure and other contractual requirements imposed on its
customers, consulting partners and others, technical measures and other methods
to protect its proprietary rights in its products. There can be no assurance
that these protections will adequately protect its proprietary rights or that
the Company's competitors will not independently develop products that are
substantially equivalent or superior to the Company's products. In addition, the
laws of certain countries in which the Company's products are or may be licensed
do not protect the Company's products and intellectual property rights to the
same extent as the laws of the United States. Although the Company believes that
its products, trademarks and other proprietary rights do not infringe upon the
proprietary rights of third parties, there can be no assurance that third
parties will not assert infringement claims against the Company.
Possible Volatility of Stock Price. Factors such as announcements of new
products or technological innovations by the Company or its competitors, as well
as quarterly variations in the Company's operating results, have caused and may
cause the market price of the Company's common stock to fluctuate
10
<PAGE> 12
significantly. In addition, the stock market in recent years has experienced
price and volume fluctuations which have particularly affected the market prices
of many high technology stock issues and which have often been unrelated or
disproportionate to the operating performance of such companies. These broad
market fluctuations, as well as general economic conditions, may adversely
affect the market price of the Company's common stock.
Anti-Takeover Protections. The Company's Certificate of Incorporation and
Amended and Restated By-Laws (the "By-Laws") contain provisions which may be
deemed to be "anti-takeover" in nature or effect in that such provisions may
deter, discourage or make more difficult the assumption of control of the
Company by another person by means of a tender offer, merger, proxy contest or
similar transaction. The Certificate of Incorporation authorizes the issuance,
without shareholder approval, of up to 4,620,253 shares of "blank check"
preferred stock, with such designations, rights, preferences, privileges and
restrictions, including voting rights, of such shares as may be determined from
time to time by the Company's Board of Directors. Accordingly, the Board is
empowered, without shareholder approval, to issue preferred stock with dividend,
liquidation, conversion, voting or other rights which could materially adversely
affect the voting power or other rights of the holders of the Common Stock
(including those of the purchasers in the offering made pursuant to this
Prospectus). Holders of the Common Stock issued and sold in the Offering will
have no preemptive rights to subscribe for a pro rata portion of preferred stock
or any other capital stock which may be issued by the Company. In the event of
issuance, such preferred stock could be utilized, under certain circumstances,
as a method of discouraging, delaying or preventing a change in control of the
Company. Although the Company has no present intention to issue any shares of
preferred stock, there can be no assurance that the Company will not do so in
the future. See "Description of Capital Stock -- Delaware Law and Certain
Charter and By-Law Provisions."
The By-Laws provide that the Board of Directors is divided into three
classes and for the staggered election of directors to serve for three-year
terms. Each director is subject to removal only for cause upon the vote of at
least 67% of the outstanding shares of Common Stock. Furthermore, the Company is
subject to certain anti-takeover provisions of the General Corporation Law of
Delaware. The existence of these provisions would be expected to have an
anti-takeover effect, including possibly discouraging takeover attempts that
might result in a premium over the market price for the Common Stock. See
"Description of Capital Stock -- Delaware Law and Certain Charter and By-Law
Provisions."
Shares Eligible for Future Sale. Sales of a substantial amount of shares
of Common Stock in the public market after the registration of shares effected
by this Registration Statement could adversely affect the market price of the
Common Stock. At July 30, 1998, the Company had 26,350,174 shares of Common
Stock outstanding. Of such shares, 1,550,000 shares were issued on February 13,
1998, in connection with the acquisition by a subsidiary of the Company of all
of the capital stock of ProMIRA Software Incorporated; however, a total of
794,549 shares either are subject to certain lock-up restrictions or are held in
escrow to secure potential claims by the subsidiary for indemnification and will
not be eligible for resale for periods generally ranging from one to two years
after issuance. In addition, approximately 333,000 shares were issued effective
as of June 1, 1998, in connection with the acquisition of TYECIN. Such shares
constitute all of the shares covered by this Prospectus; however, a total of
approximately 33,000 of such shares are held in escrow to secure potential
claims by the subsidiary for indemnification and will not be eligible for resale
for a period of approximately one year from the date of issuance. (See "Recent
Developments -- Acquisition of TYECIN Systems, Inc." and "Plan of
Distribution.")
At July 30, 1998, there were a total of approximately 6,459,275 registered
shares of Common Stock reserved for issuance upon exercise of outstanding stock
options and options that may be granted in the future under the Company's stock
option plans or for issuance under the Company's Employee Stock Purchase Plan.
11
<PAGE> 13
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares
offered hereby. The Selling Stockholders will receive all of the net proceeds
from the sale of the Shares which they respectively own.
RECENT DEVELOPMENTS
Acquisition of TYECIN Systems, Inc.
As previously reported by the Company in its Current Report on Form 8-K
dated June 2, 1998, effective as of June 1, 1998, the Company, through its
direct, wholly-owned subsidiary, TYECIN Acquisition, Inc. ("TYECIN
Acquisition"), acquired all of the capital stock of TYECIN Systems, Inc.,
("TYECIN") based in Los Altos, California (such transaction being referred to as
the "Merger") pursuant to a certain Agreement and Plan of Merger dated as of
June 1, 1998, by and among the Company, TYECIN Acquisition, TYECIN, Randall A.
Hughes and Richard A. Zuanich (the "Merger Agreement"). TYECIN is a provider of
advanced planning and scheduling supply chain management software for the
semiconductor industry. The Merger was accounted for as a pooling of interests.
In connection with the Merger, Manugistics paid or delivered to or for the
benefit of the holders of TYECIN capital stock (the "TYECIN Shareholders") an
aggregate of approximately 333,000 shares of the Company's Common Stock (the
"Shares"). In addition, the Company assumed the then outstanding options to
purchase common stock of TYECIN (the "Options"). The Options were converted to
options to purchase a total of approximately 24,500 Shares of the Company's
Common Stock. (The Shares and such options were issued by the Company pursuant
to exemptions from registration available under the Securities Act. The Shares
are covered by this Prospectus; the TYECIN Shareholders constitute the initial
Selling Stockholders under this Prospectus.)
Of the approximately 333,000 Shares issued in connection with the Merger, a
total of approximately 300,000 Shares were issued to a paying agent for direct
transfer to the TYECIN Shareholders following the closing of the Merger. Such
Shares generally will be eligible to be resold in the public markets upon the
effectiveness of the Registration Statement of which this Prospectus is a part.
The remaining 33,000 Shares are held in escrow to secure potential claims by the
Company, TYECIN and TYECIN Acquisition, for indemnification under the Merger
Agreement and will not be eligible for resale until the earlier of one year from
the effective date of the Merger or the first public release of consolidated
audited financial statements for the Company and TYECIN. (See "Plan of
Distribution.")
Operating Loss in First Quarter FY 1999
As previously reported by the Company, the Company had a net loss of
$8,246,000, or $0.32 per basic and diluted share for the three months ended May
31, 1998. (See the Company's Current Report on Form 8-K dated June 9, 1998 and
Quarterly Report on Form 10-Q for the three months ended May 31, 1998.)
Shareholder Class Action Lawsuits Filed
As previously reported by the Company, a number of lawsuits have been filed
commencing in June 1998 in various Federal District Courts alleging certain
misrepresentations and omissions under the federal securities laws against the
Company and certain of its senior officers and directors, regarding the
Company's business, operations, and financial condition. Each complaint seeks
class action status on behalf of purchasers of the Company's common stock during
certain specified periods (variously from February 13, 1998 through June 9,
1998) and seeks unspecified monetary damages. Management believes that the
lawsuits are without merit and the Company and the other defendants intend to
defend vigorously against the lawsuits. (See the Company's Current Report on
Form 8-K dated June 18, 1998 and Quarterly Report on Form 10-Q for the three
months ended May 31, 1998.)
12
<PAGE> 14
SELLING STOCKHOLDERS
This Prospectus is to be used in connection with the sale by the Selling
Stockholders of a total of up to 333,207 shares of Common Stock. The Shares to
be sold by the Selling Stockholders were, as previously reported by the Company,
issued to the Selling Stockholders effective as of June 1, 1998, pursuant to the
Merger Agreement. (See "Recent Developments -- Acquisition of TYECIN Systems,
Inc.," above, and "Plan of Distribution," below.) The Shares were issued in
transactions exempt from the registration requirements of the Securities Act
pursuant to Section 4(2) of the Securities Act.
The following table sets forth certain information regarding the beneficial
ownership of shares of Common Stock by the Selling Stockholders as of June 26,
1998; each Selling Stockholder owned less than one percent of the shares of
Common Stock then outstanding. The Shares being offered by this Prospectus
constitute all of the shares of Common Stock acquired by the Selling
Stockholders in the Merger. Each Selling Stockholder owns only those shares of
Common Stock which were acquired by such Selling Stockholder in the Merger. (As
noted above, ten percent of the shares held by each Selling Stockholder are
being held in escrow to secure potential claims by the Company and certain other
parties for indemnification under the Merger Agreement.) A total of
approximately 10,000 Shares held by seven Selling Stockholders, are, as more
fully described in the notes to the table below, not fully vested and may not be
sold under this Prospectus until vested. It is assumed that all of the Shares
being offered by this Prospectus will be sold; however, each of the Selling
Stockholders has the right to reduce the number of Shares offered for sale or to
otherwise decline to sell any or all of the Shares registered hereunder. To the
best of the Company's knowledge, none of the Selling Stockholders has held any
office or maintained any material relationship with the Company or its
affiliates over the past three years, except as set forth in the notes to the
table below with respect to certain individuals who became officers or managers
of Manugistics, Inc., the Company's principal subsidiary, upon the effectiveness
of the Merger and with respect to a joint venture partner of TYECIN.
<TABLE>
<CAPTION>
NAME OF SELLING NUMBER OF SHARES OWNED
STOCKHOLDER PRIOR TO THE OFFERING
--------------- ----------------------
<S> <C>
Ai-Chang, Mitchell.......................................... 107
Aisenman, Casey............................................. 61
Allison, Ruth............................................... 145
Andrews, Jerry.............................................. 85
Barr, M. Richard............................................ 970
Barr, M. Richard and Louise E. Barr......................... 191
Blanc, Patrick.............................................. 197
Brandemuehl, Mark........................................... 3,627
Burdick, Dana............................................... 77
Caune, Mikala............................................... 23
Cole, Peyton................................................ 12,729
Colletta, Lynda............................................. 194(1)
Colton, Mary Jo............................................. 678(2)
Drummond, Mark.............................................. 1,130
Firestine, Robert........................................... 3,405(3)
Fonner, Charles............................................. 9,397(4)
Gereben, Janos.............................................. 39
Hepburn, Paul............................................... 775
Hughes, Dana................................................ 1,163(5)
Hughes, Randall(6).......................................... 174,375
Innotech Corporation(7)..................................... 5,813
Jeffords, David............................................. 89
Khalaf, Bilal............................................... 6
Lee, Eliot.................................................. 39
Li, Ginger.................................................. 155(8)
Liu, Chihwei................................................ 8,970
Long, Michael............................................... 967
Massey, Todd................................................ 315
Miao, Sulan................................................. 48
Nalick, Scott............................................... 789
Nilson, Paul and Culver, Patricia Lynn...................... 816
Roarty, Brian............................................... 848
Rojas, Juan................................................. 291
Sabin, Gary................................................. 8,705
Sanders, Gary J. ........................................... 3,391(9)
Sivaprakasam, Anbu.......................................... 85
Stegmann, Thomas............................................ 153
Willis, Calvin.............................................. 5,078
Yu, Jason................................................... 93
Zuanich, Richard(10)........................................ 87,188
</TABLE>
(footnotes on following page)
13
<PAGE> 15
- ---------------
(1) A total of 66 shares remain unvested and are scheduled to vest periodically
through March 18, 2001.
(2) A total of 325 shares remain unvested and are scheduled to vest
periodically through January 20, 2002.
(3) A total of 405 shares remain unvested and are scheduled to vest
periodically through January 20, 2002.
(4) A total of 7,048 shares remain unvested.
(5) A total of 587 shares remain unvested and are scheduled to vest
periodically through January 20, 2002.
(6) Mr. Hughes is Vice President, Semiconductors of Manugistics, Inc.
(7) Innotech Corporation has a 30% interest in TYECIN-Innotech KK, a joint
venture which it organized with TYECIN in 1997 to distribute TYECIN's
products in Japan.
(8) A total of 87 shares remain unvested and are scheduled to vest periodically
through September 23, 2000.
(9) A total of 775 shares remain unvested.
(10) Mr. Zuanich is an Engineering Manager of Manugistics, Inc.
PLAN OF DISTRIBUTION
In accordance with the terms of the Merger Agreement, Manugistics is
required to register the Shares for resale under the Securities Act at its
expense. The Company intends to keep the Registration Statement, of which this
Prospectus is a part, effective at least until the first to occur of: (i) the
sale of all of the Shares pursuant to such Registration Statement; or (ii) the
eligibility of the Shares to be sold pursuant to Rule 144(k) under the
Securities Act. The TYECIN Shareholders may generally sell or otherwise transfer
the Shares only pursuant to this Prospectus, in accordance with the provisions
of Rule 144 under the Securities Act or in transactions otherwise exempt from
registration under the Securities Act.
All of the Shares issued in connection with the Merger are covered by this
Prospectus. Of these Shares, a total of approximately 300,000 Shares were issued
to a paying agent for direct transfer to the TYECIN Shareholders following the
closing of the Merger. Such Shares will be eligible to be resold upon the
effectiveness of the Registration Statement of which this Prospectus is a part.
In addition, a total of approximately 33,000 Shares (the "Escrow Shares")
have been delivered to an escrow agent to secure potential indemnification
claims of the Company, TYECIN Acquisition and TYECIN under the Merger Agreement.
To the extent that Escrow Shares are not subject to indemnification claims, the
Escrow Shares will be distributed to the TYECIN Shareholders upon the earlier of
one year from the Closing or the first public release of consolidated audited
financial statements for the Company and TYECIN. The Escrow Shares will be
eligible to be resold upon their release from escrow.
The Common Stock is presently listed for trading on Nasdaq. The sale of the
Shares offered hereunder is not being underwritten. The Selling Stockholders may
sell the Shares covered by this Prospectus from time to time in ordinary
brokers' transactions through the facilities of Nasdaq, in block transactions,
in privately negotiated transactions or otherwise. Sales of Shares may be
effected at market prices prevailing at the time of sale, at negotiated prices
or otherwise. There will be no charges or commissions paid to the Company by the
Selling Stockholders in connection with the issuance of the Shares. It is
anticipated that usual and customary brokerage fees will be paid by the Selling
Stockholders upon sale of the Common Stock offered hereby. In connection with
any sales, the Selling Stockholders and any brokers participating in such sales
may be deemed to be underwriters within the meaning of the Securities Act, in
which event commissions received by such brokers may be deemed underwriting
commissions under the Securities Act.
Each Selling Stockholder has agreed that it will not take, directly or
indirectly, any action designed to cause or result in, or which might reasonably
be expected to constitute, the manipulation or stabilization of the price of
Common Stock or of any other securities of Manugistics. In particular,
Regulation M under the Securities Act imposes certain restrictions on issuers,
selling stockholders and other participants in a distribution of securities
which are intended to prohibit such persons from facilitating the distribution
by "conditioning" the market for such securities.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 100,000,000 shares
of Common Stock, par value $.002 per share, and 4,620,253 shares of Preferred
Stock, par value $.01 per share.
14
<PAGE> 16
COMMON STOCK
At July 30, 1998, there were 26,350,174 shares of Common Stock issued and
outstanding and a total of approximately 6,459,275 shares of Common Stock
reserved for issuance upon exercise of outstanding stock options and options
that may be granted in the future under the Company's stock option plans or for
issuance under the Company's Employee Stock Purchase Plan.
Holders of Common Stock are entitled to one vote for each share held on all
matters submitted to a vote of stockholders and do not have cumulative voting
rights. Accordingly, holders of a majority of the shares of Common Stock
entitled to vote in any election of directors may elect all of the directors
standing for election. Holders of Common Stock are entitled to receive ratably
such dividends, if any, as may be declared by the Board of Directors out of
funds legally available therefor, subject to any preferential dividend rights of
outstanding Preferred Stock. Upon the liquidation, dissolution or winding up of
the Company, the holders of Common Stock are entitled to receive ratably the net
assets of the Company available after the payment of all debts and other
liabilities and subject to the prior rights of any outstanding Preferred Stock.
Holders of Common Stock, as such, have no preemptive, subscription, redemption
or conversion rights. The outstanding shares of Common Stock (including the
Shares) are fully paid and nonassessable. The rights, preferences and privileges
of holders of Common Stock are subject to, and may be adversely affected by, the
rights of the holders of shares of any series of Preferred Stock which the
Company may designate and issue from time to time.
PREFERRED STOCK
The Board of Directors is authorized, subject to certain limitations
prescribed by law, without further stockholder approval, to issue from time to
time up to an aggregate of 4,620,253 shares of Preferred Stock in one or more
series and to fix or alter the designations, preferences, rights and any
qualifications, limitations or restrictions on the shares of each such series
thereof, including the dividend rights, dividend rates, conversion rights,
voting rights, terms of redemption (including sinking fund provisions),
redemption price or prices, liquidation preferences and the number of shares
constituting any series or designations of such series. The issuance of
Preferred Stock may have the effect of delaying, deferring or preventing a
change of control of the Company.
There are no shares of Preferred Stock issued and outstanding. The Company
has no plans to issue any shares of Preferred Stock.
DELAWARE LAW AND CERTAIN CHARTER AND BY-LAW PROVISIONS
The Company is subject to the provisions of Section 203 of the General
Corporation Law of Delaware, as amended (the "Delaware GCL"). Section 203
prohibits a publicly-held Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed manner.
"Business combination" includes mergers, asset sales and other transactions
either caused by the interested stockholder or resulting in a financial benefit
to the interested stockholder which is not shared pro rata with the other
stockholders of the Company. Subject to certain exceptions, an "interested
stockholder" is a person who, together with affiliates and associates, owns, or
within three years did own, 15% or more of the corporation's voting stock. The
statute contains provisions enabling a corporation to avoid the statute's
restrictions if stockholders holding a majority of the corporation's voting
stock approve an amendment to the corporation's certificate of incorporation or
by-laws to avoid the restrictions. The Company has not and does not currently
intend to "elect out" of the application of this statute.
The Certificate of Incorporation contains certain provisions permitted
under the 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
15
<PAGE> 17
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 By-Laws provide for the division of the Board of Directors into three
classes as nearly equal in number as possible with staggered three-year terms.
The classification of the Board of Directors could make it more difficult for a
third party to acquire, or discourage a third party from attempting to acquire,
control of the Company. Any director may be removed only for cause and only by
the vote of at least 67% of the shares entitled to vote for the election of
directors.
TRANSFER AGENT AND REGISTRAR
The transfer agent and registrar for the Common Stock is Boston EquiServe,
Canton, Massachusetts.
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby will be passed
upon for the Company by Dilworth Paxson LLP, Philadelphia, Pennsylvania. Joseph
H. Jacovini, Chairman and a member of Dilworth Paxson LLP, is a director of the
Company and, at June 26, 1998, 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.
EXPERTS
The supplemental consolidated financial statements incorporated in this
Prospectus by reference from the Company's Current Report on Form 8-K dated July
15, 1998 for the year ended February 28, 1998 and 1997 and for each of the three
years in the period ended February 28, 1998, except as they relate to the
consolidated financial statements of TYECIN Systems, Inc. as of December 31,
1997 and 1996, and for each of the three years in the period ended December 31,
1997, have been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report which is incorporated herein by reference (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), and have so been incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.
The financial statements and the related financial statement schedule
incorporated in this prospectus by reference from the Company's Annual Report on
Form 10-K for the year ended February 28, 1998 have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in reliance upon
the reports of such firm given upon their authority as experts in accounting and
auditing.
The financial statements of TYECIN Systems, Inc., not separately presented
in this Prospectus, have been audited by PricewaterhouseCoopers LLP, independent
accountants, whose report thereon is incorporated by reference from the
Company's Current Report on Form 8-K dated July 15, 1998. Such financial
statements, to the extent they have been included in the financial statements of
Manugistics Group, Inc., have been so included in reliance on their report given
on the authority of said firm as experts in accounting and auditing.
16
<PAGE> 18
===============================================
No person has been authorized in connection with the offering made hereby to
give any information or to make any representations not contained in this
Prospectus and, if given or made, such information or representation must not be
relied upon as having been authorized by the Company or the Selling
Stockholders. This Prospectus does not relate to any securities other than those
described herein or constitute an offer to sell, or the solicitation of an offer
to buy, securities in any jurisdiction where, or to any person to whom, it is
unlawful to make such an offer or solicitation. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create an
implication that the information herein is correct as of any time subsequent to
the date hereof or that there has been no change in the affairs of the Company
since such date.
------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
Prospectus Summary.................... 3
Certain Forward-Looking Statements.... 5
Risk Factors.......................... 7
Use of Proceeds....................... 12
Recent Developments................... 12
Selling Stockholders.................. 14
Plan of Distribution.................. 15
Description of Capital Stock.......... 15
Legal Matters......................... 17
Experts............................... 17
</TABLE>
===============================================
=======================================
333,207 SHARES
[MANUGISTICS GROUP LOGO]
COMMON STOCK
------------------------
P R O S P E C T U S
------------------------
, 1998
=======================================
<PAGE> 19
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a list of the estimated expenses to be incurred by the
Registrant in connection with the registration of the shares of Common Stock
being made hereby.
<TABLE>
<S> <C>
SEC Registration Fee........................................ $ 2,417
---------
Nasdaq National Market Listing Fee.......................... 6,664
---------
Printing Expenses........................................... 18,000*
---------
Legal Fees and Expenses..................................... 30,000*
---------
Accountants' Fees and Expenses.............................. 65,000*
---------
Transfer Agent.............................................. 10,000
---------
Miscellaneous............................................... 2,919*
---------
Total............................................. $ 135,000*
=========
</TABLE>
- ---------------
* Represents the Company's estimate of such expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company has adopted the provisions of Section 102(b)(7) of the Delaware
General Corporation Law (the "Delaware GCL"), which eliminate or limit the
personal liability of a director to the Company or its stockholders for monetary
damages for breach of fiduciary duty under certain circumstances. Furthermore,
under Section 145 of the Delaware GCL, the Company shall indemnify each of its
directors and officers against expenses (including reasonable costs,
disbursements and counsel fees) in connection with any proceeding involving such
person by reason of having been an officer or director, to the extent such
person acted in good faith and in a manner reasonably believed to be in, or not
opposed to, the best interest of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe such person's conduct
was unlawful. The determination of whether indemnification is proper under the
circumstances, unless made by a court, shall be made by a majority of a quorum
of disinterested members of the Board of Directors, independent legal counsel or
the stockholders of the Company.
The Company's Certificate of Incorporation states that a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except that this
provision shall not eliminate or limit a director's liability for any breach of
the director's duty of loyalty to the Company or its stockholders, for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, under Section 174 of the Delaware GCL, or for any transaction
from which the director derived an improper personal benefit.
The Company's By-Laws further provide that the Company shall indemnify its
officers, directors and employees to the fullest extent permitted by law. The
By-Laws also permit the Company to purchase insurance on behalf of any such
person against any liability asserted against such person and incurred by such
person in any such capacity, or arising out of such person's status as such,
whether or not the Company would have the power to indemnify such person against
such liability under the foregoing provision of the By-Laws. The Company
maintains such insurance.
ITEM 16. EXHIBITS.
The exhibits marked by an asterisk are filed with this Amendment No. 1. All
other exhibits have been previously filed or are incorporated herein by
reference.
II-1
<PAGE> 20
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
4.1 Amended and Restated Certificate of Incorporation of the
Company(1)
4.1(a) Certificate of Retirement and Elimination (relating to the
Series A and Series B preferred stock of the Company)(2)
4.1(b) Certificate of Amendment to Amended and Restated Certificate
of Incorporation of the Company (effective July 29, 1997)(3)
4.2 Amended and Restated By-Laws of the Company(4)
4.3 Agreement and Plan of Merger dated as of June 1, 1998(5)
5 Opinion of Dilworth Paxson LLP
*23.1 Consent of Deloitte & Touche LLP
*23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Dilworth Paxson LLP(6)
24 Powers of Attorney of certain officers and directors of the
Company(7)
</TABLE>
--------------------
(1) Incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (Reg. No. 33-65312).
(2) Incorporated by reference to Exhibit 4.1(a) to the Company's
Registration Statement on Form S-3 (Reg. No. 333-31949).
(3) Incorporated by reference to Exhibit 4.1(b) to the Company's
Registration Statement on Form S-3 (Reg. No. 333-31949).
(4) Incorporated by reference to Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (Reg. No. 33-65312).
(5) Incorporated by reference to Exhibit 2 to the Company's Current Report
on Form 8-K dated July 15, 1998.
(6) Included in Exhibit 5.
(7) Included in the signature page to this Registration Statement as
initially filed.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
The undersigned Registrant hereby further undertakes that:
(i) For purposes of determining any liability under the Securities
Act, the information omitted from the form of Prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(ii) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of Prospectus 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.
The undersigned Registrant hereby further undertakes that:
(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) That, for the purpose of determining liability under the
Securities Act, each such post-effective amendment 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; and
II-2
<PAGE> 21
(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.
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 Securities 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.
II-3
<PAGE> 22
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-3 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 July 31, 1998.
MANUGISTICS GROUP, INC.
By: /s/ PETER Q. REPETTI
------------------------------------
PETER Q. REPETTI
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
* Chief Executive Officer, President and July 31, 1998
- --------------------------------------------- Chairman of the Board of Directors
WILLIAM M. GIBSON (Principal executive officer)
/s/ PETER Q. REPETTI Senior Vice President and Chief July 31, 1998
- --------------------------------------------- Financial Officer
PETER Q. REPETTI (Principal financial officer and
principal accounting officer)
* Director July 31, 1998
- ---------------------------------------------
JACK A. ARNOW
* Director July 31, 1998
- ---------------------------------------------
J. MICHAEL CLINE
* Director July 31, 1998
- ---------------------------------------------
LYNN C. FRITZ
* Director July 31, 1998
- ---------------------------------------------
JOSEPH H. JACOVINI
* Director July 31, 1998
- ---------------------------------------------
WILLIAM G. NELSON
* Director July 31, 1998
- ---------------------------------------------
THOMAS A. SKELTON
*By: /s/ PETER Q. REPETTI
- ---------------------------------------------
PETER Q. REPETTI
as Attorney-in-Fact
</TABLE>
II-4
<PAGE> 23
EXHIBIT INDEX
The exhibits marked with an asterisk are filed with this Amendment No. 1.
All other exhibits have previously been filed or are incorporated herein by
reference.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<C> <S>
4.1 Amended and Restated Certificate of Incorporation of the
Company(1)
4.1(a) Certificate of Retirement and Elimination (relating to the
Series A and Series B preferred stock of the Company)(2)
4.1(b) Certificate of Amendment to Amended and Restated Certificate
of Incorporation of the Company (effective July 29, 1997)(3)
4.2 Amended and Restated By-Laws of the Company(4)
4.3 Agreement and Plan of Merger dated as of June 1, 1998(5)
5 Opinion of Dilworth Paxson LLP
*23.1 Consent of Deloitte & Touche LLP
*23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Dilworth Paxson LLP(6)
24 Powers of Attorney of certain officers and directors of the
Company(7)
</TABLE>
--------------------
(1) Incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (Reg. No. 33-65312).
(2) Incorporated by reference to Exhibit 4.1(a) to the Company's
Registration Statement on Form S-3 (Reg. No. 333-31949).
(3) Incorporated by reference to Exhibit 4.1(b) to the Company's
Registration Statement on Form S-3 (Reg. No. 333-31949).
(4) Incorporated by reference to Exhibit 3.2 to the Company's Registration
Statement on Form S-1 (Reg. No. 33-65312).
(5) Incorporated by reference to Exhibit 2 to the Company's Current Report
on Form 8-K dated July 15, 1998.
(6) Included in Exhibit 5.
(7) Included in the signature page to this Registration Statement as
initially filed.
II-5
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-58353 on Form S-3 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 Current Report
on Form 8-K of Manugistics Group, Inc. filed on July 15, 1998.
We also consent to the incorporation by reference in this Amendment No. 1
to Registration Statement No. 333-58353 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 references to us under the heading "Experts" in the
Prospectus, which is a part of this Amendment No. 1 to Registration Statement
No. 333-58353.
DELOITTE & TOUCHE LLP
Washington, D.C.
July 29, 1998
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
FOR TYECIN SYSTEMS, INC.
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Amendment No. 1 to the Registration Statement on Form
S-3 (No. 333-58353) 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. We
also consent to the reference to us under the heading "Experts" in such
prospectus.
PricewaterhouseCoopers LLP
San Jose, California
July 30, 1998
