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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): February 3, 1999
Manugistics Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-22154 52-1469385
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
2115 East Jefferson Street
Rockville, Maryland 20852
(Address of principal executive offices and zip code)
(301) 984-5000
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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Item 5. Other events.
On February 3, 1999, Manugistics Group, Inc. (the "Company") issued two
press releases which respectively announced: (i) the completion of its option
repricing program, which had previously been approved by the shareholders of the
Company at a Special Meeting held on December 4, 1998 for employees other than
executive officers and directors; and (ii) its response to an action commenced
against the Company by Information Resources, Inc. in state court in Illinois
seeking damages for, among other things, an alleged breach of a marketing
agreement.
Copies of the press releases appear as Exhibit 99.1 and Exhibit 99.2 to
this Report and are incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
The following are filed as Exhibits to this Report:
Exhibit Number Description
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99.1 Press Release dated February 3, 1999 issued by the Company to
announce the completion of its stock option repricing program
99.2 Press Release dated February 3, 1999 issued by the Company in
response to an action commenced by Information Resources, Inc.
2
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SIGNATURE
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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, thereunto duly authorized, in the City of Rockville, State of
Maryland, on the 3rd day of February, 1999.
MANUGISTICS GROUP, INC.
By: /s/ Peter Q. Repetti
--------------------------------
Peter Q. Repetti
Senior Vice President and
Chief Financial Officer
3
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EXHIBIT INDEX
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Exhibit Number Description
- -------------- -----------
99.1 Press Release dated February 3, 1999 issued by the Company to
announce the completion of its stock option repricing program
99.2 Press Release dated February 3, 1999 issued by the Company in
response to an action commenced by Information Resources, Inc.
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Exhibit 99.1
Contacts: Peter Q. Repetti
Chief Financial Officer
301-984-5087
Nate Wallace
Manager, Investor Relations
301-984-5059
For Immediate Release
MANUGISTICS COMPLETES
STOCK OPTION REPRICING PROGRAM
Rockville, Md., February 3, 1999 -- Manugistics Group, Inc. (Nasdaq: MANU),
announced today that it had completed a stock option repricing program in which
options to purchase a total of 1.52 million shares of the Company's Common Stock
(approximately 5.7% of the outstanding shares of Common Stock) were repriced.
Under the repricing program, which had been approved by the shareholders of
the Company, outstanding options (other than those held by executive officers
and directors) surrendered for repricing were exchanged for an equivalent number
of repriced options.
The exercise price of the repriced options is $8.75 per share and the four
year vesting schedule of each option restarted on February 1, 1999. In
conjunction with the Company's previously announced restructuring, the
Compensation Committee of the Board of Directors has, pursuant to authority
granted to it under the related option plans, modified the annual vesting
provisions of the repriced options to provide that the vesting for the first two
years would be accelerated if certain earnings milestones are met in
fiscal years 2000 and 2001.
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Under proposed Financial Accounting Standards Board rules which would be
retroactive to option repricings effected after December 15, 1998, companies
would be required to treat repriced options as compensatory options granted
under a variable plan. As a result, companies would record a non-cash
compensation expense, over the term of the option, based upon increases in the
market price of the companies' common stock. Pending further announcements and
the adoption of definitive rules by the FASB on the subject, the Company cannot
determine the impact on its earnings of the proposed rules as applied to its
option repricing program.
Headquartered in Rockville, Md., Manugistics Group, Inc. provides customer-
centric supply chain optimization solutions and has the largest global client
base of any supply chain provider. The company's solutions are used by more than
850 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 uniquely allow its clients to create and
optimize their dynamic supply chains around their customers and are quick to
implement, adapt easily to change, and deliver rapid results.
Forward Looking Statements
This press release contains forward looking statements that are subject to
risks and uncertainties and there are important factors that could cause actual
results to differ materially from those anticipated by such statements. (Certain
of such statements are identified by use of words such as "anticipate,"
"believe," "estimate," "intend," "expect," or "future.") Most importantly, there
are a number of important factors that could affect the Company's performance.
Demand for the Company's supply chain management software products and the
Company's quarterly operating results could be affected by business conditions
or the general economy in domestic and international markets, the timely
availability and acceptance of the Company's products, technological change, the
timing and results of the Company's longer-term initiatives, the response of
prospective customers to announced or commercially available products or
pricing,
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competitors' announcements and other marketing activities, acquisitions or
marketing relationships, the length of the Company's sales cycles, or the
Company's ability to integrate acquired operations and technologies rapidly and
effectively. The Company's expense levels are based largely on its expectations
of future revenues, and if revenues were to be below expectations (as has
occurred in the first three quarters of fiscal 1999), the Company's operating
results would be and have been affected. The timing of releases of the Company's
software products can be affected by client needs, marketplace demands,
technological advances, and competitors' activities. The expansion of the
Company's operations into foreign markets, including the Asia/Pacific and South
America regions, might be affected by general economic conditions in foreign
countries, difficulties in staffing and managing international operations,
changes in foreign currency exchange rates, and political and economic
instability. For further information, please refer to the Company's Form 10-K
for the year ended February 28, 1998, and other reports and documents
subsequently filed with the Securities and Exchange Commission which are
publicly available, copies of which may also be obtained by contacting the
Company's Investor Relations department at 301-984-5409. The Company assumes no
obligation to update the information contained in this press release.
# # #
Manugistics, the Manugistics logo, and working as one are registered trademarks
of Manugistics, Inc. All other product or company names mentioned are used for
identification purposes only, and may be trademarks of their respective owners.
Additional information about Manugistics can be found at the company's site on
the World Wide Web, at http://www.manugistics.com.
<PAGE>
Exhibit 99.2
Contacts: Peter Q. Repetti
Chief Financial Officer
301-984-5087
Nate Wallace
Manager, Investor Relations
301-984-5059
For Immediate Release
MANUGISTICS RESPONDS
TO ACTION COMMENCED BY IRI
Rockville, Md., February 3, 1999 -- Manugistics Group, Inc. (Nasdaq: MANU),
announced today that Information Resources, Inc. recently commenced an Action
against the Company's principal subsidiary, Manugistics, Inc., in state court in
Illinois seeking damages for the alleged breach of a marketing agreement. As
previously reported, certain issues had arisen between IRI and Manugistics
regarding the satisfaction of the conditions to Manugistics' obligations to make
certain payments under the agreement. The payments that Manugistics disputes as
subject to significant contingencies, include approximately $1.9 million related
to a prior period and $10 million related to future periods. IRI also seeks
damages and injunctive relief for the alleged breach by Manugistics of a related
non-compete agreement.
The Company believes that it has meritorious defenses to the claims
asserted in the Action and intends to vigorously defend against them. The
Company also is considering asserting claims against IRI.
Headquartered in Rockville, Md., Manugistics Group, Inc. provides customer-
centric supply chain optimization solutions and has the largest global client
base of any supply chain provider. The company's solutions are used by more
than 850 companies to improve the flow of product within and
<PAGE>
among companies from raw materials or parts through manufacturing to delivery of
product to the end customer. Manugistics' solutions uniquely allow its clients
to create and optimize their dynamic supply chains around their customers and
are quick to implement, adapt easily to change, and deliver rapid results.
Forward Looking Statements
This press release contains forward looking statements that are subject to
risks and uncertainties and there are important factors that could cause actual
results to differ materially from those anticipated by such statements. (Certain
of such statements are identified by use of words such as "anticipate,"
"believe," "estimate," "intend," "expect," or "future.") Most importantly, there
are a number of important factors that could affect the Company's performance.
Demand for the Company's supply chain management software products and the
Company's quarterly operating results could be affected by business conditions
or the general economy in domestic and international markets, the timely
availability and acceptance of the Company's products, technological change, the
timing and results of the Company's longer-term initiatives, the response of
prospective customers to announced or commercially available products or
pricing, competitors' announcements and other marketing activities, acquisitions
or marketing relationships, the length of the Company's sales cycles, or the
Company's ability to integrate acquired operations and technologies rapidly and
effectively. The Company's expense levels are based largely on its expectations
of future revenues, and if revenues were to be below expectations (as has
occurred in the first three quarters of fiscal 1999), the Company's operating
results would be and have been affected. The timing of releases of the Company's
software products can be affected by client needs, marketplace demands,
technological advances, and competitors' activities. The expansion of the
Company's operations into foreign markets, including the Asia/Pacific and South
America regions, might be affected by general economic conditions in foreign
countries, difficulties in staffing and managing international operations,
changes in foreign currency exchange rates, and political and economic
instability. For further information, please refer to the Company's Form 10-K
for the year ended February 28, 1998,
<PAGE>
and other reports and documents subsequently filed with the Securities and
Exchange Commission which are publicly available, copies of which may also be
obtained by contacting the Company's Investor Relations department at 301-984-
5409. The Company assumes no obligation to update the information contained
in this press release.
# # #
Manugistics, the Manugistics logo, and working as one are registered trademarks
of Manugistics, Inc. All other product or company names mentioned are used for
identification purposes only, and may be trademarks of their respective owners.
Additional information about Manugistics can be found at the company's site on
the World Wide Web, at http://www.manugistics.com.
