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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (date of earliest event reported): June 1,1998
MANUGISTICS GROUP, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 0-22154 52-1469385
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
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2115 EAST JEFFERSON STREET
ROCKVILLE, MARYLAND 20852
(Address of principal executive offices (Zip Code)
(301) 984-5000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On Monday, June 1, 1998, the Company issued a press release announcing
that it had entered into a definitive merger agreement to acquire Los Altos,
California-based TYECIN Systems, Inc. A copy of the press release is attached
hereto and incorporated herein by reference.
ITEM 7. EXHIBITS
Exhibit Number
99.3 Press Release dated June 1, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Manugistics Group, Inc.
Date: June 1, 1998 By: /s/ Peter Q. Repetti
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Peter Q. Repetti
Senior Vice President and Chief Financial
Officer
(Principal Financial Officer and Chief
Accounting Officer)
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
99.3 Press Release dated June 1, 1998
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Exhibit 99.3
Contacts: Charlotte Penner or
Kristan De La Rosa
Manugistics, Inc.
301-984-5000
FOR IMMEDIATE RELEASE
MANUGISTICS ANNOUNCES
AGREEMENT TO ACQUIRE TYECIN SYSTEMS
ACQUISITION CREATES COMPREHENSIVE CUSTOMER-CENTRIC SUPPLY
CHAIN OPTIMIZATION SOLUTION FOR SEMICONDUCTOR AND HIGH-TECH
INDUSTRIES
WASHINGTON, D.C., JUNE 1, 1998 - Manugistics Group, Inc. (Nasdaq: MANU), the
world's most recognized name in supply chain management, today announced at
working as one '98, that it has entered into a definitive merger agreement to
acquire TYECIN Systems Inc., the leading supplier of advanced planning and
scheduling applications for the semiconductor industry. The merger with Los
Altos, California-based TYECIN will create a comprehensive solution for
customer-centric supply chain optimization that considers the unique
complexities faced by semiconductor manufacturers from global planning to the
factory floor. In addition, the solution will deliver significant benefits to
other industries that interact with semiconductor manufacturers as part of their
extended supply chain, such as computers, consumer electronics,
telecommunications and industrial equipment.
Under the terms of the merger agreement, which has been approved by the Board of
Directors of each company, Manugistics will issue approximately 333,000 shares
of Manugistics common stock in exchange for all the outstanding stock of TYECIN.
The transaction is valued at approximately $9.5 million. The transaction is
subject to customary conditions of closing. Manugistics will account for the
merger as a pooling of interests and anticipates non-recurring costs associated
with the merger of approximately $3 million in its fiscal second quarter that
will end August 31, 1998.
"This merger significantly strengthens our supply chain solution and increases
the depth of functionality that we can offer to semiconductor manufacturers and
other high-tech companies," said Mary Lou Fox, senior vice president for
Manugistics. "Because of the complementary nature of our solutions and
organizations, we feel we can quickly add TYECIN's products to the Manugistics
suite and create the first one-vendor solution to manage the complete extended
supply chain in these industries."
Not only do semiconductor manufacturers face significant supply chain challenges
on their own, but they are critical suppliers in the extended supply chain of
many other companies and are often part of a company which also manufactures
end-user high-tech
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products. This results in a broad need for customer-centric supply chain
optimization now met by the combined solutions of Manugistics and TYECIN.
With this merger, Manugistics will offer the only integrated solution optimized
for semiconductor manufacturers and other high-tech industries to enable them to
deliver products on-time with consistent, high quality. The solution will enable
companies to optimize global production resources for maximum performance,
deliver real-time available-to-promise+ (ATP) and manufacturing planning and
scheduling, increase forecast accuracy, especially for short life-cycle
products, and collaborate with suppliers and customers through Manugistics
NetWORKS(TM). A combined solution is available immediately. The fully integrated
solution is planned for later this year as part of Manugistics5.
"Both TYECIN and Manugistics have solid track records of deep domain expertise
TYECIN in the semiconductor industry and Manugistics in supply chain management
as well as successful implementations that deliver results to clients," states
Randall Hughes, President of TYECIN Systems. "Together we can offer a solution
that can be implemented quickly and will allow clients to realize significant
benefits in reducing costs, shrinking manufacturing time to market, better
utilizing their manufacturing assets as well as improving their ability to meet
customer orders."
TYECIN Systems, which is uniquely focused on semiconductors and the complex
microelectronics industry, has a broad base of clients using its factory-level
planning and scheduling software. Its products are installed at over 350 sites,
including eight of the top 10 semiconductor manufacturers, as well as leading
foundries, fabless companies, and manufacturers in the thin film disk and flat
panel display industries. TYECIN's client base includes industry leaders such as
Fujitsu, Hewlett-Packard, Hitachi, IBM, Level One Communications, Texas
Instruments, Toshiba, and TSMC (Taiwan). TYECIN's product line also includes a
supply chain optimization planning product designed for the specific needs of
the semiconductor industry, which is currently operational at Harris Corp. and
planned for commercial release this year.
Headquartered in Rockville, Maryland, Manugistics, Inc. is the world's most
recognized name in supply chain management and has the largest global client
base of any supply chain provider. The company's solutions are used by over 630
companies to improve the flow of product within and among companies from raw
materials or parts through manufacturing to delivery of product to the end
customer. Manugistics' solutions for customer-centric supply chain optimization
uniquely allow its clients to create and optimize their supply chains around
their customers and are quick to implement, adapt easily to change and deliver
rapid results. Its clients include leading companies such as Compaq,
Harley-Davidson, Nike, Frito-Lay, Wal-Mart, DuPont, and Nortel.
FORWARD LOOKING STATEMENTS
This press release contains forward-looking statements that involve risks
and uncertainties. The success of the merger and future operating results of the
combination of Manugistics and TYECIN may differ from the results discussed or
forecasted in the
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forward-looking statements due to factors that include, but are not limited to,
risks associated with merger, such as the potential difficulties in the
assimilation of operations, strategies, technologies, and products of the
acquired company; the risk of loss of key personnel of the acquired company;
diversion of management attention from other business concerns; risks of
entering new markets and risk associated with TYECIN's business, including the
risk of variations in operating results, current and expected competition; and
the need to continue to expand product distribution, particularly
internationally. For further information, please refer to reports and other
documents filed by the Company with the Securities and Exchange Commission which
are publicly available, copies of which also may be obtained by contacting the
Company's Investor Relations department at 301-984-5409.
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Manugistics, the Manugistics logo, and working as one are registered trademarks
of Manugistics, Inc. Additional information about Manugistics can be found at
the company's site on the World Wide Web, at http://www.manugistics.com.
