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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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2000 NON-QUALIFIED STOCK OPTION PLAN OF MANUGISTICS GROUP, INC.
2000 EMPLOYEE STOCK OPTION GRANT TO GREGORY C. CUDAHY, EXECUTIVE VICE PRESIDENT
2000 EMPLOYEE STOCK OPTION GRANT TO MICHAEL SIMONETTO, SENIOR VICE PRESIDENT
2000 EMPLOYEE STOCK OPTION GRANT TO JOSEPH MARINO, 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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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>
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TITLE OF SECURITIES AMOUNT TO PROPOSED PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED BE REGISTERED MAXIMUM AGGREGATE REGISTRATION FEE
OFFERING PRICE OFFERING
PER SHARE PRICE
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<S> <C> <C> <C> <C>
COMMON STOCK, $.002 PAR
VALUE 1,660,200 SHARES $44.13 (1) $ 73,264,626 (1) $18,316.16(1)
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COMMON STOCK, $.002 PAR
VALUE 3,079,800 SHARES $40.34 (2) $124,239,132 (2) $31,059.78(2)
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TOTAL FEE $49,375.94
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</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 DECEMBER 21, 2000, AS REPORTED BY THE
NASDAQ NATIONAL MARKET SYSTEM, FOR SHARES OF COMMON STOCK RESERVED
FOR ISSUANCE UNDER STOCK OPTIONS TO BE GRANTED IN THE FUTURE UNDER
THE OPTION GRANT TO MR. MARINO AND THE 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 GRANTED TO THE THREE EXECUTIVE
OFFICERS AND THE STOCK OPTION PLAN MENTIONED ABOVE.
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This registration statement relates to: (i) a total of 2,359,800 shares
of Common Stock which are reserved for future sale and issuance upon the
exercise of options previously granted under the 2000 Non-Qualified Stock Option
Plan of Manugistics Group, Inc. (the "2000 Plan"); (ii) a total of 1,640,200
additional shares of Common Stock which are reserved for future sale and
issuance upon the exercise of options which may be granted in the future under
the 2000 Plan; (iii) a total of 470,000 shares of Common Stock which are
reserved for future issuance upon the exercise of non-qualified stock options
previously granted to Gregory C. Cudahy, Executive Vice President of Manugistics
Group, Inc. (the "Company"), pursuant to his employment agreement dated October
16, 2000 with the Company; (iv) a total of 200,000 shares of Common Stock which
are reserved for future issuance upon the exercise of non-qualified stock
options previously granted to Michael Simonetto, Senior Vice President of the
Company, pursuant to his employment agreement dated October 31, 2000 with the
Company; (v) a total of 50,000 shares of Common Stock which are reserved for
future issuance upon the exercise of non-qualified stock options previously
granted to Joseph Marino, Vice President of the Company, pursuant to his
employment agreement dated November 16, 2000 with the Company; and (vi) a total
of 20,000 shares of Common Stock which are reserved for future issuance upon the
exercise of additional non-qualified stock options which may be granted to
Joseph Marino under his employment agreement dated November 16, 2000 upon
satisfaction of certain performance conditions. Pursuant to Rule 416 under the
Securities Act of 1933, as amended (the "Securities Act"), an indeterminate
amount of additional Shares, which may become issuable pursuant to the
anti-dilution provisions of the 2000 Plan or of any of the options granted under
the above mentioned employment agreements are also being registered hereunder.
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 29, 2000;
2. all other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the registrant
document referred to in (1) above; and
3. 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.
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 November 29, 2000, Mr. Jacovini was
the beneficial owner of 192,000 shares of Common Stock (including 2,672 shares
of Common Stock held by his spouse and a total of 73,328 shares of Common Stock
issuable upon exercise of certain options).
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS
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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
10.1 2000 Non-Qualified Stock Option Plan of Manugistics
Group, Inc.
10.2 Employment Agreement Between Gregory C. Cudahy and
the Company dated October 16, 2000
10.3 Employment Agreement Between Michael Simonetto and
the Company dated October 31, 2000
10.4 Employment Agreement Between Joseph Marino and the
Company dated November 16, 2000
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
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.
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(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
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 22nd day of
December, 2000.
MANUGISTICS GROUP, INC.
By: /s/ GREGORY J. OWENS
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Gregory J. Owens
Chief Executive Officer
POWER OF ATTORNEY
Each of the undersigned directors of Manugistics Group, Inc. whose
signature appears below hereby appoints Gregory J. Owens 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 the
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.
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<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ GREGORY J. OWENS Chief Executive Officer and December 22, 2000
---------------------- Director (Principal Executive Officer)
Gregory J. Owens
/s/ RAGHAVAN RAJAJI Executive Vice President and Chief December 22, 2000
---------------------- Financial Officer (Principal Financial
Raghavan Rajaji Officer and Principal Accounting Officer)
/s/ WILLIAM M. GIBSON Chairman of the Board of Directors December 22, 2000
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William M. Gibson
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ J. MICHAEL CLINE Director December 22, 2000
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J. Michael Cline
Director December , 2000
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Steven A. Denning
Director December , 2000
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Esther Dyson
/s/ LYNN C. FRITZ Director December 22, 2000
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Lynn C. Fritz
/s/ JOSEPH H. JACOVINI Director December 22, 2000
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Joseph H. Jacovini
/s/ HAU L. LEE Director December 22, 2000
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Hau L. Lee
Director December , 2000
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William G. Nelson
/s/ THOMAS A. SKELTON Director December 22, 2000
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Thomas A. Skelton
</TABLE>
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
5 Opinion of Dilworth Paxson LLP as to the legality of
securities being registered
10.1 2000 Non-Qualified Stock Option Plan of Manugistics
Group, Inc.
10.2 Employment Agreement Between Gregory C. Cudahy and
the Company dated October 16, 2000
10.3 Employment Agreement Between Michael Simonetto and
the Company dated October 31, 2000
10.4 Employment Agreement Between Joseph Marino and the
Company dated November 16, 2000
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
