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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): November 1, 2000
MANUGISTICS GROUP, INC.
(Exact name of issuer as specified in its charter)
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Delaware 0-22154 52-1469385
(STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NUMBER)
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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)
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ITEM 5. OTHER EVENTS.
Share Transfer Restriction Agreements with Principals of Talus Solutions,
Inc.
As previously reported in the Company's Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on October 16, 2000,
approximately 3,500,000 of the shares to be issued in connection with the
acquisition of Talus Solutions, Inc. will become, following closing of the
acquisition, available for sale in stages with respect to various amounts of
shares in accordance with the terms of certain share transfer restriction
agreements signed by certain of the principals of Talus Solutions, Inc. The
Company has agreed that the first release will be made effective on January 18,
2001. Ten percent of the 3,500,000 shares will be released on that date if the
average closing price per share as determined below is less than $70, and
twenty-five percent of the 3,500,000 shares will be released on that date if
the average closing price per share as determined below is equal to or greater
than $70 per share. The number of shares to be released will be determined
based on the average closing price for Manugistics' common stock for the 15 day
trading period ending two days prior to January 14, 2001.
New Executive Officers.
Gregory C. Cudahy, 37, joined Manugistics as Executive Vice President,
Pricing and Revenue Management in October 2000. From September 1999 through
October 2000, Mr. Cudahy served as Partner-in-Charge of Andersen Consulting's
North America Supply Chain Line of Business. He previously served as Associate
Partner in the same department from September 1996 through August 1999 and as
Senior Manager from June 1995 through August 1996.
Andrew J. Hogensen, 36, has served as our Senior Vice President,
Engineering since October 2000. From October 1999 through October 2000 he served
as our Vice President, Transportation, Products and Solutions. From 1997 through
October 1999, he served as a Senior Manager of Andersen Consulting's Strategy
Practice Group. Mr. Hogensen joined Andersen Consulting in July 1995 as a
Manager in the Strategy Practice Group.
Resignation of Director; Increase in Number of Directors.
Jack A. Arnow resigned from our board of directors effective as of
October 26, 2000. Mr. Arnow had served as a Class I director, whose term was
scheduled to expire in 2002. The Company's board of directors intends to fill
the vacancy created by Mr. Arnow's resignation with one of two new directors the
company has agreed to appoint to the Company's board of directors under the
terms of the merger agreement with Talus Solutions, Inc. In addition, the
Company has expanded the board of directors from nine to ten members to
accommodate appointment of the second director which it has agreed to appoint
under the terms of the merger agreement with Talus Solutions, Inc.
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SIGNATURE
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 1st day of November, 2000.
MANUGISTICS GROUP, INC.
By: /s/ Raghavan Rajaji
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Raghavan Rajaji
Executive Vice President and
Chief Financial Officer
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