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
Date of Report (Date of Earliest Event Reported): February 20, 2002
I-many, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-30883 01-0524931
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(Commission File Number) (I.R.S. Employer Identification No.)
537 Congress Street
5th Floor
Portland, Maine 04101-3353
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(Address of Principal Executive Offices) (Zip Code)
(207) 774-3244
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
On February 20, 2002, I-many, Inc. (the "Registrant") completed a $25
million private placement with investors (the "Purchasers"), pursuant to the
terms of a Securities Purchase Agreement among the Company and the Purchasers
(the "Purchase Agreement"). The private placement was exempt from
registration under the Securities Act of 1933, as amended, pursuant to
Section 4(2) of such Act.
At the closing, which occurred on February 20, 2002, the Registrant issued
1,100,413 shares of common stock at a purchase price of $7.27 per share,
aggregating $8,000,000, and 1,700 shares of a newly designated series of
preferred stock, at a purchase price of $10,000 per share. The preferred stock
has no dividends or coupon, no liquidation preference and no financial
covenants.
The preferred stock will be convertible into common stock at a price
equal to the higher of $7.00 or 93% of the average price of the Registrant's
stock measured over a period following the effectiveness of a registration
statement, which the Registrant has agreed to file with the Securities and
Exchange Commission (the "SEC") for the resale of the shares. The Registrant
has the right to establish a new floor for the conversion price, which will
serve as the minimum conversion price. Subject to the establishment of a new
floor price, the conversion price of the preferred stock also will not exceed
$8.72 or 80% of the average price of the Registrant's common stock measured
over a period following the effectiveness of the registration statement,
whichever is greater.
The shares of preferred stock may be converted into common stock at the
option of the holder during the five trading-day period commencing on the
later to occur of 110 business days after the closing date and 30 trading
days after the effective date of the registration statement covering the
resale of the shares. The Registrant may require the conversion of such
shares into common stock during the same five-day period if the floor price
established by the Registrant is less than the applicable conversion price.
In the event that the preferred stock is not converted into common stock by
the date set for conversion, the shares of preferred stock will be redeemed
by the Registrant. Pending conversion or redemption of the shares of
preferred stock, the proceeds from the sale of the preferred stock are being
held in escrow.
The Registrant intends to use the proceeds from the private placement
for working capital and other general corporate purposes, which may include
acquisitions of, or investments in, one or more new technologies, products or
businesses.
In addition, the Registrant granted the investors certain common stock
purchase warrants, consisting of (i) warrants exercisable for 180 days after
the closing to purchase up to an additional aggregate of 165,062 shares of
common stock at an exercise price of $7.27 per share; (ii) seven-year
warrants to purchase up to an additional aggregate of 165,062 shares of
common stock at an exercise price of $7.50 per share; and (iii) seven-year
warrants to purchase a number of additional shares of common stock equal to
15% of the shares of common stock received on conversion of the preferred
stock, at an exercise price equal to 120% of the conversion price. The
exercise price of the seven-year warrants is subject to downward adjustment
on a "weighted average" basis in the event the Registrant issues additional
shares of common stock, or instruments convertible or exercisable for common
stock, at an effective price less than the then applicable exercise price.
This adjustment does not apply, however, to the issuance of common stock or
such instruments in underwritten public offerings, strategic transactions or
pursuant to equity incentive plans. The warrants described in clause (iii) of
this paragraph will become void if the Registrant redeems the preferred stock.
The Registrant is obligated to register the resale of the shares of
common stock issued at the closing and the shares of common stock issuable
upon conversion of the preferred stock, as well as upon the exercise of the
warrants, on a registration statement on Form S-3 to be filed with the SEC.
The Registrant has agreed to file the registration statement on or before
April 1, 2002.
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Granite Financial Group, Inc., of San Diego, CA, served as placement
agent for the Registrant.
This summary description of the private placement transaction contemplated
by the Purchase Agreement does not purport to be complete and is qualified in
its entirety by reference to the Purchase Agreement and the other documents and
instruments that are filed as Exhibits hereto.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION
Not applicable.
(c) EXHIBITS
The Exhibits filed as part of this Current Report on Form 8-K are
listed on the Exhibit Index immediately preceding such Exhibits, which
Exhibit Index is incorporated herein by reference. The Registrant's file
number under the Exchange Act is 000-30883. Omitted schedules shall be
furnished to the Securities and Exchange Commission upon request.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
I-MANY, INC.
Date: February 28, 2002 By: /s/ Kevin F. Collins
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Kevin F. Collins
CHIEF FINANCIAL OFFICER
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Certificate of Designations of the Series A Convertible Preferred Stock
99.1 Securities Purchase Agreement, dated as of February 15, 2002, among the Registrant and
the purchasers named therein.
99.2 Registration Rights Agreement, dated as of February 15, 2002, among the Registrant and
the purchasers named therein.
99.3 Form of Warrant, to purchase up to an aggregate of 165,062 shares of common stock of
the Registrant.
99.4 Form of Warrant, to purchase up to an aggregate of 165,062 shares of common stock of
the Registrant.
99.5 Form of Warrant, to purchase shares of common stock of the Registrant.
99.6 Escrow Agreement, dated as of February 19, 2002, among the Registrant, the purchasers
named therein, and Hale and Dorr LLP.
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HALE AND DORR LLP
COUNSELLORS AT LAW
www.haledorr.com
300 PARK AVENUE
NEW YORK, NEW YORK 10022
212-937-7200* FAX 212-937-7300
February 28, 2002
VIA ELECTRONIC TRANSMISSION
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: I-many, Inc.
Commission File No. 000-30883
CURRENT REPORT ON FORM 8-K
Ladies and Gentlemen:
Submitted herewith for filing on behalf of I-many, Inc. (the "Registrant")
is the Registrant's Current Report on Form 8-K dated February 20, 2002.
If you have any questions regarding this filing, please call the
undersigned at (212) 937-7200 or Jeff Stein of this office at (617) 526-6000.
Very truly yours,
/s/ JOHN GIAMBALVO
John Giambalvo
Attachment
cc: Kevin F. Collins
Jeffrey A. Stein, Esq.