AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 2002
REGISTRATION NO. 333-85044
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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I-MANY, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 7389 01-0524931
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation Industrial Identification Number)
or organization) Classification Code Number)
537 CONGRESS STREET
5(TH) FLOOR
PORTLAND, MAINE 04101-3353
(207) 774-3244
(Address Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
A. LEIGH POWELL
PRESIDENT AND CHIEF EXECUTIVE OFFICER
I-MANY, INC.
537 CONGRESS STREET
5(TH) FLOOR
PORTLAND, MAINE 04101-3353
(207) 774-3244
(Name, Address Including Zip Code and Telephone Number,
Including Area Code, of Agent for Service)
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COPY TO:
JEFFREY A. STEIN, ESQ.
HALE AND DORR LLP
60 STATE STREET
BOSTON, MA 02109
TELEPHONE: (617) 526-6000
TELECOPY: (617) 526-5000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: On or after
May 22, 2002.
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If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / /
If delivery of the Prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
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REMOVAL OF SECURITIES FROM REGISTRATION
This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-3, as amended, and as declared effective on May 22, 2002 (No. 333-85044)
(the "Registration Statement") is being filed to deregister certain shares of
common stock, $.0001 par value per share ("Common Stock"), of I-many, Inc.
("I-many"). I-many previously registered, pursuant to the Registration
Statement, 4,880,537 shares of Common Stock, consisting of (a) 1,100,413 shares
of Common Stock held by the selling stockholders on the date of effectiveness of
the Registration Statement, (b) 165,062 shares of Common Stock issuable upon
exercise of warrants held by the selling stockholders exercisable through
February 19, 2009, (c) 165,062 shares of Common Stock (the "Short-Term Warrant
Shares") issuable upon exercise of warrants held by the selling stockholders
exercisable through August 19, 2002 (the "Short-Term Warrants"), (d) up to
3,000,000 shares of Common Stock (the "Preferred Conversion Shares") issuable
upon conversion of 1,700 shares of Series A Convertible Preferred Stock, $.01
par value per share, held by the selling stockholders (the "Preferred Stock"),
and (e) up to 450,000 shares of Common Stock issuable upon exercise of warrants
to be issued upon conversion of the Preferred Stock (the "Preferred Warrant
Shares"). The Company redeemed all of the outstanding shares of Preferred Stock
on July 2, 2002, and the Short-Term Warrants expired unexercised on August 19,
2002. As a result, the Short-Term Warrant Shares, the Preferred Conversion
Shares and the Preferred Warrant Shares will not be issued. Accordingly, this
Post-Effective Amendment is being filed to remove from registration the
Short-Term Warrant Shares, the Preferred Conversion Shares and the Preferred
Warrant Shares, which consist of 3,615,062 shares of Common Stock in aggregate.
Upon effectiveness of this Post-Effective Amendment No.1, the following
shares of Common Stock will remain registered pursuant to the Registration
Statement for resale by the selling stockholders listed below:
First Investors
Holding Co., Inc. (1) 684,148
Pine Ridge
Financial Inc. (2) 581,327
(1) For purposes of this prospectus, shares of common stock owned prior to
offering (as adjusted by this removal) include 594,911 shares of common
stock issued at the closing to First Investors and up to a maximum of
89,237 shares of common stock that may be issued upon the exercise of a
seven-year warrant held by First Investors
(2) For purposes of this prospectus, shares of common stock owned prior to
offering (as adjusted by this removal) include 505,502 shares of common
stock issued at the closing to Pine Ridge and up to a maximum of 75,825
shares of common stock that may be issued upon the exercise of a
seven-year warrant held by Pine Ridge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Portland, Maine on
October 7, 2002.
I-MANY, INC.
By: /s/ A. Leigh Powell
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A. Leigh Powell
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
This Post-Effective Amendment No. 1 to the Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
SIGNATURE TITLE(S) DATE
--------- -------- ----
/s/ A. Leigh Powell President, Chief Executive Officer Oct. 7, 2002
- --------------------------------- and Chairman of the Board of Directors
A. Leigh Powell (Principal Executive Officer)
/s/ Kevin F. Collins Chief Financial Officer and Treasurer Oct. 7, 2002
- --------------------------------- (Principal Financial and Accounting
Kevin F. Collins Officer)
*
- --------------------------------- Director Oct. 7, 2002
William F. Doyle
*
- --------------------------------- Director Oct. 7, 2002
Murray B. Low
*
- --------------------------------- Director Oct. 7, 2002
E. David Hetz
*
- --------------------------------- Director Oct. 7, 2002
Karl Newkirk
*By: /s/ A. Leigh Powell
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A. Leigh Powell
Attorney-in-fact