<PAGE>
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MANUGISTICS GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 52-1469385
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
2115 East Jefferson Street
Rockville, Maryland 20852
(Address of Principal Executive Offices and Zip Code)
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1998 STOCK OPTION PLAN OF MANUGISTICS GROUP, INC.
1999 EMPLOYEE STOCK OPTION GRANT TO GREGORY J. OWENS,
CHIEF EXECUTIVE OFFICER AND PRESIDENT
1999 EMPLOYEE STOCK OPTION GRANT TO RICHARD F. BERGMANN,
EXECUTIVE VICE PRESIDENT
1999 EMPLOYEE STOCK OPTION GRANT TO TERRENCE A. AUSTIN, EXECUTIVE VICE PRESIDENT
(FULL TITLES OF THE PLANS)
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GREGORY J. OWENS
CHIEF EXECUTIVE OFFICER AND PRESIDENT
MANUGISTICS GROUP, INC.
2115 EAST JEFFERSON STREET
ROCKVILLE, MARYLAND 20852
(Name and Address of Agent For Service)
(301) 984-5000
(Telephone Number, Including Area Code, of Agent For Service)
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<PAGE>
COPY TO:
JOSEPH H. JACOVINI, ESQUIRE
MERRITT A. COLE, ESQUIRE
DILWORTH PAXSON LLP
3200 MELLON BANK CENTER
1735 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19103-7595
(215) 575-7000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Title Of Securities Amount To Proposed Maximum Offering Proposed Maximum Amount Of
To Be Registered Be Registered Price Aggregate Offering Registration Fee
Per Share Price
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.002 Par Value 3,060,000 shares $50.22(1) $153,673,200(1) $40,569.72(1)
- -------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.002 Par Value 3,670,000 shares $12.26(2) $ 44,999,675(2) $11,879.91(2)
- -------------------------------------------------------------------------------------------------------------------------------
Total Fee $198,672,875 $52,449.63
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(c) under the Securities Act of 1933, as amended, on
the basis of the average of the high and low prices for the Common Stock
on March 8, 2000, as reported by the Nasdaq National Market System, for
shares of Common Stock reserved for issuance under stock options which
may be granted in the future under the 1999 stock option grants to
executive officers and the 1998 Stock Option Plan mentioned above.
(2) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, on
the basis of the weighted average of the exercise prices of the stock
options previously granted to the three executive officers mentioned
above.
<PAGE>
This registration statement relates to: (i) a total of 3,000,000 additional
shares of Common Stock, $.002 par value per share (the "Common Stock"), which
are reserved for issuance upon the exercise of options which may be granted in
the future under the 1998 Stock Option Plan of Manugistics Group, Inc., as
amended in 1999 (the "SOP"); (ii) a total of 3,000,000 shares of Common Stock
which are reserved for future issuance upon the exercise of non-qualified stock
options previously granted to Gregory J. Owens, Chief Executive Officer and
President of Manugistics Group, Inc. (the "Company"), pursuant to his employment
agreement with the Company; (iii) a total of 430,000 shares of Common Stock
which are reserved for future issuance upon the exercise of non-qualified stock
options previously granted to Richard F. Bergmann, Executive Vice President of
the Company, pursuant to his employment agreement with the Company; (iv) a total
of 30,000 shares of Common Stock which are reserved for issuance upon the
exercise of additional non-qualified stock options which may be granted to
Richard F. Bergmann under his employment agreement upon satisfaction of certain
performance conditions; (v) a total of 240,000 shares of Common Stock which are
reserved for future issuance upon the exercise of non-qualified stock options
previously granted to Terrence A. Austin, Executive Vice President of the
Company, pursuant to his employment agreement with the Company; and (vi) a total
of 30,000 shares of Common Stock which are reserved for issuance upon the
exercise of additional non-qualified stock options which may be granted to
Terrence A. Austin under his employment agreement upon satisfaction of certain
performance conditions. The contents of the Company's Registration Statement on
Form S-8 (Reg. No. 333-62993), which relates to a total of 2,737,900 shares of
Common Stock previously registered for offer and sale under the SOP, is
incorporated by reference.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed with the Commission by the Company
are incorporated in this Prospectus by reference:
1. the Company's Annual Report on Form 10-K for the fiscal year ended
February 28, 1999;
2. the Company's Current Report on Form 8-K dated April 7, 1999;
3. the Company's Current Report on Form 8-K dated April 27, 1999;
4. the Company's Quarterly Report on Form 10-Q for the quarter ended May
31, 1999;
5. the Company's Current Report on Form 8-K dated August 17, 1999;
6. the Company's Quarterly Report on Form 10-Q for the quarter ended August
31, 1999;
7. the Company's Quarterly Report on Form 10-Q for the quarter ended
November 30, 1999;
8. the Company's Current Report on Form 8-K dated February 25, 2000; and
9. the description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A under the Securities Exchange Act of
1934, as amended, including any amendment or report filed to update the
description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this registration statement and
prior to the termination of the offering of the Common Stock shall be deemed to
be incorporated by reference in this registration statement and to be a part
hereof from the date of filing such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other subsequently
filed document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this registration statement.
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The law firm of Dilworth Paxson LLP has rendered an opinion regarding the
legality of the shares of Common Stock. At February 29, 2000, Mr. Jacovini was
the beneficial owner of approximately 77,500 shares of Common Stock (including
1,336 shares of Common Stock held by his spouse and a total of 27,664 shares of
Common Stock issuable upon exercise of certain options). On the same date, other
members of Dilworth Paxson LLP beneficially owned a total of approximately 3,000
shares of Common Stock.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Company's Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") contains certain provisions permitted under the
General Corporation Law of Delaware, as amended ("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 also contains provisions indemnifying the Company's directors,
officers and employees to the fullest extent permitted by the Delaware GCL. The
Company believes that these provisions will assist the Company in attracting and
retaining qualified individuals to serve as directors, officers and employees.
The Company's directors and officers are also insured against certain
liabilities under a directors and officers liability insurance policy maintained
by the Company.
ITEM 8. EXHIBITS
Exhibit Number Description
-------------- -----------
5 Opinion of Dilworth Paxson LLP as to the legality
of securities being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of PricewaterhouseCoopers LLP
*23.3 Consent of Dilworth Paxson LLP
**24 Power of Attorney of certain officers and directors
of the Company
-------------------------------
* Included in Exhibit 5
**Included in the signature page to this Registration Statement
<PAGE>
ITEM 9. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the end
of the offering.
B. 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 15(d) of
the 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.
C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Rockville, State of Maryland, on the 10th day of
March, 2000.
MANUGISTICS GROUP, INC.
By: /s/ Gregory J. Owens
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Gregory J. Owens
Chief Executive Officer and President
POWER OF ATTORNEY
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Each of the undersigned directors of Manugistics Group, Inc. whose
signature appears below hereby appoints Gregory J. Owens and Raghavan Rajaji,
and each of them acting alone, as attorney-in-fact for the undersigned with full
power of substitution, to execute in his name and on behalf of such person,
individually, and in each capacity stated below, this Registration Statement on
Form S-8 and one or more amendments (including post-effective amendments) to
this Registration Statement as said attorney-in-fact shall deem appropriate, and
to file any such amendment (including exhibits thereto and other documents in
connection herewith) to this Registration Statement on Form S-8 with the
Securities and Exchange Commission, granting unto said attorney-in-fact full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
/s/ Gregory J. Owens Director, Chief Executive Officer and March 10, 2000
- ---------------------- President (Principal Executive Officer)
Gregory J. Owens
/s/ Raghavan Rajaji Executive Vice President and Chief March 10, 2000
- ---------------------- Financial Officer (Principal Financial
Raghavan Rajaji Officer and Principal Accounting Officer)
/s/ William M. Gibson Chairman of the Board of Directors March 10, 2000
- ----------------------
William M. Gibson
/s/ Jack A. Arnow Director March 10, 2000
- ----------------------
Jack A. Arnow
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Signature Title Date
- --------- ----- ----
/s/ J. Michael Cline
- ---------------------- Director March 10, 2000
J. Michael Cline
/s/ Lynn C. Fritz
- ---------------------- Director March 10, 2000
Lynn C. Fritz
/s/ Joseph H. Jacovini
- ---------------------- Director March 10, 2000
Joseph H. Jacovini
/s/ William G. Nelson
- ---------------------- Director March 10, 2000
William G. Nelson
/s/ Thomas A. Skelton
- ---------------------- Director March 10, 2000
Thomas A. Skelton
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EXHIBIT INDEX
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Exhibit Number Description
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5 Opinion of Dilworth Paxson LLP as to the legality
of securities being registered
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of PricewaterhouseCoopers LLP
*23.3 Consent of Dilworth Paxson LLP
**24 Power of Attorney of certain officers and directors
of the Company
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* Included in Exhibit 5
**Included in the signature page to this Registration Statement
<PAGE>
EXHIBIT 5
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[LETTERHEAD OF DILWORTH PAXSON LLP]
DIRECT DIAL NUMBER:
(215) 575-7000
March 10, 2000
Manugistics Group, Inc.
2115 East Jefferson Street
Rockville, MD 20852
Re: Manugistics Group, Inc. 1998 Stock Option Plan
of Manugistics Group, Inc. and Executive Stock
Option Grants - Registration Statement on Form S-8
----------------------------------------------------
Ladies and Gentlemen:
As counsel for Manugistics Group, Inc., a Delaware corporation (the
"Company"), we have been asked to render our opinion with respect to certain
matters relating to the offer and sale of a total of up to 6,730,000 shares of
the Company's Common Stock, par value $.002 per share (the "Shares"), which may
be issued, as follows: (i) 3,000,000 Shares -- pursuant to the 1998 Stock Option
Plan of Manugistics Group, Inc., as amended in July 1999 (the "SOP"); and (ii)
up to 3,730,000 Shares --pursuant to employee stock options granted in 1999
pursuant to employment agreements entered into with three executive officers of
the Company, but not under the SOP (the "Non-SOP Options"), which are or may
become issuable upon exercise of options granted or which may be granted upon
satisfaction of certain performance conditions. The number of shares which may
be purchased upon exercise of each option is subject to adjustment from time to
time as set forth in such option or the SOP.
The Shares are the subject of a Registration Statement on Form S-8 (the
"Registration Statement") which the Company intends to file with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), on or about March 10, 2000. (Said Registration Statement on Form S-8, as
it will initially be filed, is referred to hereinafter as the "Registration
Statement.")
<PAGE>
Dilworth Paxson LLP Page 2
To: Manugistics Group, Inc.
The Registration Statement incorporates by reference the contents of the
Company's Registration Statement on Form S-8 No. 333-62993 relating to certain
shares of Common Stock issued or issuable under the SOP. (This Registration
Statement is referred to below as the "Incorporated Registration Statement.")
We understand that the Incorporated Registration Statement remains in full force
and effect.
In rendering this opinion, we have examined: (i) the Amended and
Restated Certificate of Incorporation and By-laws of the Company, each as
presently in effect; (ii) the various resolutions and related minutes of the
Company's Board of Directors respectively adopting and amending the SOP and
authorizing the reservation for issuance of an additional 3,000,000 shares of
the Company's Common Stock pursuant to the SOP; (iii) the resolutions and
related minutes of the Company's Board of Directors authorizing the grant of the
Non-SOP Options and the reservation for issuance of up to 3,790,000 shares of
the Company's Common Stock pursuant to said stock options; (iv) the resolutions
of the Company's Board of Directors authorizing the preparation and filing of
the Registration Statement; (v) the Registration Statement (including the
Incorporated Registration Statement); and (vi) such certificates and other
documents as we have deemed appropriate or necessary as a basis for the opinions
hereinafter expressed.
In rendering the opinions expressed below, we have assumed the
authenticity of all documents and records examined, the conformity with the
original documents of all documents submitted to us as copies and the
genuineness of all signatures.
Based upon and subject to the foregoing, we are of the opinion that the
Shares, when duly issued in accordance with the respective terms of the SOP
(including the terms and conditions of options granted thereunder) or the Non-
SOP Options, after the Registration Statement shall have become effective under
the Act, will be legally issued, fully paid and nonassessable.
We have made such investigation of the General Corporation Law of the
State of Delaware as we have considered appropriate for the purpose of rendering
the opinion expressed above. We are qualified to practice law in the
Commonwealth of Pennsylvania; this opinion is limited to the Federal law of the
United States and the General Corporation Law of the State of Delaware.
<PAGE>
Dilworth Paxson LLP Page 3
To: Manugistics Group, Inc.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference made to this Firm in Item 5 of Part
II of the Registration Statement.
Very truly yours,
/s/ Dilworth Paxson LLP
DILWORTH PAXSON LLP
cc: Tim Smith, Senior Vice President,
General Counsel and Secretary
Manugistics Group, Inc.
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Manugistics Group, Inc. on Form S-8 of our reports dated April 7, 1999 (except
for Note 16, as to which the date is April 25, 1999), appearing in the Annual
Report on Form 10-K of Manugistics Group, Inc. for the year ended February 28,
1999.
/s/ Deloitte & Touche LLP
McLean, VA
March 8, 2000
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
FOR TYECIN SYSTEMS, INC.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Manugistics Group, Inc. 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 Manugistics Group Inc.'s Annual Report on
Form 10-K for the year ended February 28, 1999.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
San Jose, California
March 10, 2000
