AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 1998
REGISTRATION NO. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
MANHATTAN ASSOCIATES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
GEORGIA 58-2373424
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification number)
2300 WINDY RIDGE PARKWAY
SUITE 700
ATLANTA, GEORGIA 30339
(770) 955-7070
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES,
INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE)
______________________________________
MANHATTAN ASSOCIATES, LLC OPTION PLAN,
MANHATTAN ASSOCIATES, INC. STOCK INCENTIVE PLAN AND
OTHER STOCK OPTIONS
(FULL TITLE OF PLANS)
______________________________________
COPY TO:
MICHAEL J. CASEY JOHN C. YATES, ESQ.
CHIEF FINANCIAL OFFICER LARRY W. SHACKELFORD, ESQ.
MANHATTAN ASSOCIATES, INC. MORRIS, MANNING & MARTIN, L.L.P.
2300 WINDY RIDGE PARKWAY, SUITE 700 1600 ATLANTA FINANCIAL CENTER
ATLANTA, GEORGIA 30339 3343 PEACHTREE ROAD, N.E.
(770) 955-7070 ATLANTA, GEORGIA 30326
(NAME, ADDRESS, INCLUDING ZIP CODE, AND (404) 233-7000
TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED MAXIMUM AMOUNT
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING OF
TO BE REGISTERED REGISTERED (1) PRICE PER SHARE (2) PRICE (2) REGISTRATION FEE (2)
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COMMON STOCK, $.01 PAR VALUE PER SHARE 5,729,784 shares $18.06 $103,479,899 $30,526.57
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(1) Includes (i) up to 5,000,000 shares of Common Stock to be issued and sold by
Registrant under the Manhattan Associates, LLC Option Plan (the "LLC Option
Plan"), (ii) 5,000,000 shares of Common Stock less the number of shares of
Common Stock issued under the LLC Option Plan to be issued and sold by
Registrant under the Manhattan Associates, Inc. Stock Incentive Plan (the
"Stock Incentive Plan"), (iii) 200,000 shares of Common Stock to be issued
and sold pursuant to a Share Option Agreement dated July 1, 1997 between the
predecessor to the Registrant and Zachary Todaro (the "Todaro Plan"), (iv)
333,326 shares of Common Stock to be issued and sold pursuant to a Share
Option Agreement dated July 1, 1997 between the predecessor to the
Registrant and Suryprakash Singapur (the "Singapur Plan"), (v) 128,458
shares of Common Stock to be issued and sold pursuant to a Share Option
Agreement dated July 1, 1997 between the predecessor to the Registrant and
J. Paul Furbish, Jr. (the "Furbish Plan") and (vi) 68,000 shares of Common
Stock to be issued and sold pursuant to a Share Option Agreement dated
February 16, 1998 between the predecessor to the Registrant and Daniel
Basmajian, Sr. (the "Basmajian Plan") (the LLC Option Plan, Stock Incentive
Plan, Todaro Plan, Singapur Plan, Furbish Plan and Basmajian Plan are
collectively referred to herein as the "Plans").
(2) Estimated pursuant to Rule 457(h) of the Securities Act of 1933, as amended,
solely for the purpose of calculating the registration fee on the basis of
the average of the high and low sales prices of the Registrant's Common
Stock on August 3, 1998.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be sent
or given to employees of Manhattan Associates, Inc. (the "Company") as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act"). In accordance with the instructions in Part I of Form S-8, such
documents will not be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 of the Securities Act. These
documents and the documents incorporated by reference pursuant to Item 3 of Part
II of the registration statement, taken together, constitute the prospectus as
required by Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission are
incorporated herein by reference:
(a) the Company's Prospectus, filed with the Commission on April 24, 1998
pursuant to Rule 424(b) under the Securities Act, which contains audited
financial statements for the Company's latest fiscal year for which such
statements have been filed (Registration No. 333-47095);
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998, filed with the Commission on June 8, 1998 (Registration No. 000-
23999); and
(c) the description of the Company's common stock, $.01 par value per share
("Common Stock") included in the Company's Registration Statement on Form 8-A,
filed with the Commission on April 6, 1998 (Registration No. 000-23999).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the Shares of Common Stock offered hereby
shall be deemed to be incorporated by reference into this Prospectus and to be a
part hereof.
The Company hereby undertakes to provide without charge to each person to
whom this Prospectus has been delivered, upon the written or oral request of any
such person, a copy of any and all of the foregoing documents incorporated
herein by reference (other than exhibits to such documents which are not
specifically incorporated by reference into the information that this Prospectus
incorporates). Written or telephone requests should be directed to Investor
Relations Department, Manhattan Associates, Inc., Suite 700, 2300 Windy Ridge
Parkway, Atlanta, Georgia 30339, telephone number: (770) 955-7070.
ITEM 4. DESCRIPTION OF SECURITIES.
A description of the Company's Common Stock is incorporated by reference
under Item 3.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Legal matters in connection with the shares of Common Stock offered hereby
were passed upon by Morris, Manning & Martin, L.L.P., Atlanta, Georgia. Members
of Morris, Manning & Martin, L.L.P. hold an aggregate of 5,100 shares of the
Registrant's Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Bylaws, which are incorporated by reference under Item 3,
provide that the Company shall indemnify each of its officers, directors,
employees and agents to the extent that he or she is or was a party, or is
threatened to be made a party, to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
because he or she is or was a director, officer, employee or agent of the
Company, against reasonable expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement in connection with such action, suit or
proceeding; provided, however, that no indemnification shall be made for (i) any
appropriation, in violation of his or her duties, of any business opportunity of
the Company, (ii) any acts or omissions which involve intentional misconduct or
a knowing violation of law, (iii) any liability under Section 14-2-832 of the
Georgia Business Corporation Code, which relates to unlawful payments of
dividends and unlawful stock repurchases and redemptions, or (iv) any
transaction from which he or she derived an improper personal benefit. The
Company maintains directors and officers liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:
Exhibit No. Description
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4.1 Articles of Incorporation of the Registrant (Incorporated by reference to
the Registrant's Registration Statement on Form S-1, filed with the
Commission on February 27, 1998 (Registration No. 333-47095))
4.2 Bylaws of the Registrant (Incorporated by reference to the Registrant's
Registration Statement on Form S-1, filed with the Commission on February
27, 1998 (Registration No. 333-47095))
5.1 Opinion of Morris, Manning & Martin, L.L.P. as to the legality of the
securities being registered
10.1 Manhattan Associates, LLC Option Plan (Incorporated by reference to the
Registrant's Registration Statement on Form S-1, filed with the Commission
on February 27, 1998 (Registration No. 333-47095))
10.2 Manhattan Associates, Inc. Stock Incentive Plan (Incorporated by reference
to the Registrant's Registration Statement on Form S-1, filed with the
Commission on February 27, 1998 (Registration No. 333-47095))
3
10.3 Share Option Agreement between Manhattan Associates, LLC and Zachary Todaro,
dated July 1, 1997
10.4 Share Option Agreement between Manhattan Associates, LLC and Suryprakash
Singapur, dated July 1, 1997
10.5 Share Option Agreement between Manhattan Associates, LLC and J. Paul Furbish, Jr.,
dated July 1, 1997
10.6 Share Option Agreement between Manhattan Associates, LLC and Daniel Basmajian, Sr.,
dated February 16, 1998
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Morris, Manning & Martin, L.L.P. (included in Exhibit 5.1)
24 Powers of Attorney (included on signature page)
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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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.
(3) To remove from the registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
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15(d) of the Exchange Act) 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 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
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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 Atlanta, State of Georgia, on this the 4th day of
August, 1998.
MANHATTAN ASSOCIATES, INC.
By: /s/ Alan J. Dabbiere
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Alan J. Dabbiere
Chairman of the Board, Chief Executive
Officer and President
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POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signatures appears
below constitutes and appoints Alan J. Dabbiere and/or Michael J. Casey,
jointly and severally, as his true and lawful attorneys-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign a Registration Statement relating
to the registration of shares of common stock on Form S-8 and to sign any and
all amendments (including post effective amendments) to the Registration
Statement, and to file the same, with all exhibits thereto and other documents
in connection therewith, with the Commission, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing required or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute, could lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
/s/ Alan J. Dabbiere Chairman of the Board, Chief August 4, 1998
- -------------------- Executive Officer and President
Alan J. Dabbiere (Principal Executive Officer)
/s/ Michael J. Casey Chief Financial Officer and Treasurer August 4, 1998
- -------------------- (Principal Financial Officer and
Michael J. Casey Principal Accounting Officer)
/s/ Deepak Raghavan Director August 4, 1998
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Deepak Raghavan
/s/ Brian J. Cassidy Director August 4, 1998
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Brian J. Cassidy
/s/ Charles W. McCall Director August 4, 1998
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Charles W. McCall
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EXHIBIT INDEX
Exhibit No. Description
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4.1 Articles of Incorporation of the Registrant (Incorporated by reference to
the Registrant's Registration Statement on Form S-1, filed with the
Commission on February 27, 1998 (Registration No. 333-47095))
4.2 Bylaws of the Registrant (Incorporated by reference to the Registrant's
Registration Statement on Form S-1, filed with the Commission on February
27, 1998 (Registration No. 333-47095))
5.1 Opinion of Morris, Manning & Martin, L.L.P. as to the legality of the
securities being registered
10.1 Manhattan Associates, LLC Option Plan (Incorporated by reference to the
Registrant's Registration Statement on Form S-1, filed with the Commission
on February 27, 1998 (Registration No. 333-47095))
10.2 Manhattan Associates, Inc. Stock Incentive Plan (Incorporated by reference
to the Registrant's Registration Statement on Form S-1, filed with the
Commission on February 27, 1998 (Registration No. 333-47095))
10.3 Share Option Agreement between Manhattan Associates, LLC and Zachary Todaro,
dated July 1, 1997
10.4 Share Option Agreement between Manhattan Associates, LLC and Suryprakash
Singapur, dated July 1, 1997
10.5 Share Option Agreement between Manhattan Associates, LLC and J. Paul Furbish, Jr.,
dated July 1, 1997
10.6 Share Option Agreement between Manhattan Associates, LLC and Daniel Basmajian, Sr.,
dated February 16, 1998
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Morris, Manning & Martin, L.L.P. (included in Exhibit 5.1)
24 Powers of Attorney (included on signature page)
8