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): March 28, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
Pursuant to an Agreement and Plan of Merger dated as of March 26, 2002
(the "Merger Agreement"), by and among I-many, Inc. ("I-many"), IMA Delaware
Corp., a wholly-owned subsidiary of I-many ("Merger Sub"), and Menerva
Technologies, Inc. ("Menerva"), on March 28, 2002, the Merger Sub was merged
with and into Menerva, whereupon Menerva became a wholly-owned subsidiary of
I-many. An aggregate of $2,500,000 in cash (from I-many's cash on hand) and
988,467 shares of the common stock, $.0001 par value per share, of I-many were
issued to the stockholders of Menerva in the merger. In addition, stockholders
of Menerva will have the opportunity to receive an aggregate of up to an
additional $3,000,000 (payable in the form of cash and shares of I-many common
stock) approximately 12 months from the closing of the merger upon the
achievement of certain performance criteria set forth in the Merger Agreement
relating to the licensing or sale of Menerva's products. Menerva is an
enterprise software company with buy-side contract solutions based in Redwood
City, California. I-many intends to use Menerva's plant, equipment and other
physical property substantially in the manner they were used by Menerva
immediately prior to the merger.
In addition, pursuant to the Merger Agreement, Menerva's stock option
plan has been assumed by I-many. At the effective time of the merger, each
outstanding option to purchase Menerva common stock under Menerva's stock option
plan became an option to purchase a number of shares of I-many common stock
based on the same conversion formula used in the merger.
The merger is intended to qualify as a reorganization within the
meaning of Section 368 of the Internal Revenue Code of 1986, as amended. I-many
will treat the merger as a purchase for accounting purposes.
The terms of the Merger Agreement and the merger, including the
consideration to be paid to the Menerva stockholders, were determined on the
basis of arm's-length negotiations between I-many and Menerva. The board of
directors of I-many and the board of directors and the stockholders of Menerva
approved the Merger Agreement and the merger. Prior to the closing of the merger
I-many was a reseller of Menerva's products, and otherwise none of I-many, its
affiliates, officers or directors or any associate of any such officer or
director, had any material relationship with Menerva.
The foregoing discussion of the Merger Agreement does not purport to be
complete and is qualified by reference to the full text of the Merger Agreement,
which is filed herewith.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
2.1 Agreement and Plan of Merger dated as of March 26, 2002, by and
among I-many, Inc., IMA Delaware Corp., and Menerva Technologies, Inc..
99.1 Press Release dated March 27, 2002.
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SIGNATURES
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.
I-MANY, INC.
By: /s/ Kevin Collins
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Kevin Collins
Chief Financial Officer
April 8, 2002
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INDEX TO EXHIBITS
2.1 Agreement and Plan of Merger dated as of March 26, 2002, by and
among I-many, Inc., IMA Delaware Corp., and Menerva Technologies, Inc.
99.1 Press Release dated March 27, 2002.
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