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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): December 21, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
As previously reported, on December 21, 2000, Manugistics Group, Inc.
(the "Company") through its wholly-owned subsidiary, Manu Acquisition Corp., a
Delaware corporation, acquired all of the then outstanding capital stock of
Talus Solutions, Inc. ("Talus"), a Delaware corporation, in a stock-for-stock
merger (such transaction being referred to as the "Merger") pursuant to a
certain Agreement and Plan of Merger dated as of September 21, 2000. Talus,
headquartered in Atlanta, Georgia, is a provider of Pricing and Revenue
Optimization (PRO) products and services.
In connection with the closing of the Merger, the Company issued a
total of 7,026,260 shares of its common stock, which had a value of
approximately $299,382,000 based on the closing price of the Company's common
stock on December 21, 2000. The consideration paid by the Company was determined
by the parties through a privately negotiated arms' length transaction. Of these
shares, a total of approximately 5,972,530 shares were delivered to the
Company's exchange agent for direct transfer to the former Talus stockholders
following closing of the Merger. A total of approximately 1,053,730 shares will
be delivered to State Street Bank and Trust Company, as escrow agent, to secure
potential indemnification claims of the Company. To the extent that the escrowed
shares are not subject to indemnification claims on the various release dates
when distribution is to occur, the escrowed shares will be delivered to the
former Talus stockholders in two installments, commencing on October 31, 2001,
with the last such installment due to be distributed on July 2, 2002.
In addition, a total of approximately 1,373,608 shares have been
reserved for issuance upon exercise of Talus stock options and
warrants assumed by the Company in connection with the Merger.
Certain former Talus stockholders holding a total of approximately
5,456,460 shares of the Company's common stock, including escrowed shares,
have agreed not to resell such shares prior to certain staged release dates.
The lock-up period as to the last of such shares ends on October 31, 2001.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Audited Consolidated Balance Sheets of Talus as of December 31, 1998 and 1999.
Audited Consolidated Statements of Operations, Consolidated Statements of
Stockholders' Equity and Consolidated Statements of Cash Flows of Talus for
the fiscal years ended December 31, 1997, 1998 and 1999.
Unaudited Consolidated Balance Sheet of Talus as of September 30, 2000.
Unaudited Consolidated Statements of Operations, and Consolidated Statements of
Cash Flows of Talus for the nine months ended September 30, 2000 and 1999.
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(The above mentioned financial statements are incorporated by reference to the
prospectus dated November 22, 2000, pages F-3 through F-22, which constitutes
part of the Company's Registration Statement on Form S-4 (Reg. No. 333-48952).
(b) Pro Forma Financial Information.
Unaudited Pro Forma Combined Condensed Balance Sheet of the Company and Talus
as of August 31, 2000.
Unaudited Pro Forma Combined Condensed Statement of Operations of the Company
and Talus for the six months ended August 31, 2000 and the fiscal year ended
February 29, 2000.
(The above mentioned pro forma financial information is incorporated by
reference to the Current Report on Form 8-K/A filed by the Company on October
10, 2000.)
(c) Exhibits.
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Exhibit Number Description
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2 Agreement and Plan of Merger by and Among Manugistics Group,
Inc., Talus Solutions, Inc. and Manu Acquisition Corp. dated
as of September 21, 2000. (Incorporated by reference to the
Current Report on Form 8-K/A filed by the Company on October
11, 2000.)
23 Consent of KPMG LLP
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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 4th day of January, 2001.
MANUGISTICS GROUP, INC.
By: /s/ Timothy T. Smith
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Timothy T. Smith
Senior Vice President and
General Counsel
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EXHIBIT INDEX
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Exhibit Number Description
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2 Agreement and Plan of Merger by and Among
Manugistics Group, Inc., Talus Solutions, Inc. and
Manu Acquisition Corp. dated as of September 21,
2000. (Incorporated by reference to the Current Report
on Form 8-K/A filed by the Company on October 11,
2000.)
23 Consent of KPMG LLP
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