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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
MANHATTAN ASSOCIATES, INC.
--------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
--------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
--------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------
[ ] Fee paid previously with preliminary materials:
--------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
--------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
--------------------------------------------------------------
(3) Filing Party:
--------------------------------------------------------------
(4) Date Filed:
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MANHATTAN ASSOCIATES, INC.
2300 Windy Ridge Parkway, Suite 700
Atlanta, Georgia 30339
(770) 955-7070
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 19, 2001
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Manhattan Associates, Inc. (the "Company") will be held at 2300 Windy Ridge
Parkway, Atlanta, Georgia 30339, at 10:00 a.m., Atlanta, Georgia time, on
Saturday, May 19, 2001 (the "Annual Meeting"), to consider and act upon:
1. the election of three directors to the Company's Board of
Directors;
2. a proposal to increase the number of shares available for
issuance under the Company's Stock Incentive Plan from
9,659,453 shares to 10,659,453 shares, an increase of
1,000,000 shares;
3. a proposal to ratify the selection of independent auditors for
the Company's current fiscal year; and
4. such other business as may properly come before the Annual
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 31,
2001, as the record date for the determination of shareholders entitled to
notice of, and to vote at, the Annual Meeting.
By Order of the Board of Directors,
/s/ David K. Dabbiere
------------------------------------
David K. Dabbiere
Secretary
April 25, 2001
Atlanta, Georgia
IMPORTANT
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE MARK, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT IN THE ENVELOPE THAT HAS BEEN PROVIDED. NO
POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES. IN THE EVENT YOU ARE ABLE
TO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE YOUR SHARES IN PERSON.
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MANHATTAN ASSOCIATES, INC.
2300 WINDY RIDGE PARKWAY, SUITE 700
ATLANTA, GEORGIA 30339
--------------------
PROXY STATEMENT
---------------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 19, 2001
-------------------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
SHAREHOLDERS MEETING
This Proxy Statement and the enclosed proxy card ("Proxy") are
furnished on behalf of the Board of Directors of Manhattan Associates, Inc., a
Georgia corporation ("Manhattan" or the "Company" or "we"), for use at the
Annual Meeting of Shareholders to be held on Saturday, May 19, 2001, at 10:00
a.m., Atlanta, Georgia time (the "Annual Meeting"), or at any adjournment or
postponement thereof, for the purposes set forth herein and in the accompanying
Notice of Annual Meeting. The Annual Meeting will be held at 2300 Windy Ridge
Parkway, Atlanta, Georgia 30339. The Company intends to mail this Proxy
Statement and the accompanying Proxy on or about April 26, 2001, to all
shareholders entitled to vote at the Annual Meeting.
SHAREHOLDERS ENTITLED TO VOTE
Only holders of record of the Company's $.01 par value per share common
stock (the "Common Stock") at the close of business on March 31, 2001 will be
entitled to notice of and to vote at the Annual Meeting. At the close of
business on March 31, 2001, the Company had outstanding and entitled to vote
26,658,191 shares of Common Stock. Each holder of record of Common Stock on such
date will be entitled to one vote for each share held on all matters to be voted
upon at the Annual Meeting. Any shareholder who signs and returns a Proxy has
the power to revoke it at any time before it is exercised by providing written
notice of revocation to the Secretary of the Company or by filing with the
Secretary of the Company a Proxy bearing a later date. The holders of a majority
of the total shares of Common Stock outstanding on the record date, whether
present at the Annual Meeting in person or represented by Proxy, will constitute
a quorum for the transaction of business at the Annual Meeting. The shares held
by each shareholder who signs and returns the enclosed Proxy will be counted for
the purposes of determining the presence of a quorum at the meeting, whether or
not the shareholder abstains on all or any matter to be acted on at the meeting.
Abstentions and broker non-votes both will be counted toward fulfillment of
quorum requirements. A broker non-vote occurs when a nominee holding shares for
a beneficial owner does not vote on a particular proposal because the nominee
does not have discretionary voting power with respect to that proposal and has
not received instructions from the beneficial owner.
COUNTING OF VOTES
The purpose of the Annual Meeting is to consider and act upon the
matters which are listed in the accompanying Notice of Annual Meeting and set
forth in this Proxy Statement. The enclosed Proxy provides a means for a
shareholder to vote upon all of the matters listed in the accompanying Notice of
Annual Meeting and described in the Proxy Statement. The enclosed Proxy also
provides a means for a shareholder to vote for all of the nominees for Director
listed thereon or to withhold authority to vote for one or more of such
nominees. The Company's Bylaws provide that Directors are elected by a plurality
of the votes cast. Plurality means that more
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votes must be cast in favor of the election of a Director than those cast
against election of such Director. Accordingly, the withholding of authority by
a shareholder (including broker non-votes) will not be counted in computing a
plurality and thus will have no effect on the results of the election of such
nominees.
The accompanying Proxy also provides a means for a shareholder to vote
for, against or abstain from voting on each of the other matters to be acted
upon at the Annual Meeting. Each Proxy will be voted in accordance with the
shareholder's directions. The affirmative vote of a majority of the shares of
Common Stock present in person or represented by a Proxy and entitled to vote on
proposals two and three set forth in the accompanying Notice of Annual Meeting
is required for the approval of such proposals. Approval of any other matters as
may properly come before the meeting also will require the affirmative vote of a
majority of the shares of Common Stock present in person or represented by a
Proxy and entitled to vote at the meeting. Abstentions with respect to proposals
two and three will have the same effect as a vote against the proposals. With
respect to broker non-votes, the shares will not be considered present at the
meeting for the proposals to which authority was withheld. Consequently, broker
non-votes will not be counted with regard to such proposals, but they will have
the effect of reducing the number of affirmative votes required to approve the
proposals, because they reduce the number of shares present or represented from
which a majority is calculated.
PROXIES
When the enclosed Proxy is properly signed and returned, the shares
that it represents will be voted at the Annual Meeting in accordance with the
instructions noted thereon. In the absence of such instructions, the shares
represented by a signed Proxy will be voted in favor of the nominees for
election to the Board of Directors, and in favor of the approval of proposals
two and three.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the amount and percent of shares of
Common Stock that, as of March 31, 2001, are deemed under the rules of the
Securities and Exchange Commission (the "Commission") to be "beneficially owned"
by each member of the Board of Directors of the Company, by each nominee to
become a member of the Board of Directors, by each Named Executive Officer of
the Company, by all Directors and Executive Officers of the Company as a group,
and by any person or "group" (as that term is used in the Securities Act of
1934, as amended) known to the Company as of that date to be a "beneficial
owner" of more than 5% of the outstanding shares of Common Stock.
COMMON STOCK
BENEFICIALLY OWNED (2)
--------------------------------
NUMBER OF PERCENTAGE
SHARES OF OF
NAME OF BENEFICIAL OWNER (1) COMMON STOCK CLASS
- ---------------------------- --------------- -------------
Richard M. Haddrill (3)...................................................... 508,647 1.9%
Deepak Raghavan (4).......................................................... 2,218,693 8.3
Thomas W. Williams, Jr. (5).................................................. 12,500 *
Jeffry W. Baum (6)........................................................... 166,667 *
Jeffrey S. Mitchell (7)...................................................... 20,000 *
Neil Thall (8)............................................................... 70,000 *
Brian J. Cassidy (9)......................................................... 187,500 *
Alan J. Dabbiere (10)........................................................ 9,677,064 36.3
John R. Hardesty (11)........................................................ 25,000 *
John J. Huntz, Jr. (12)...................................................... 28,000 *
Thomas E. Noonan (13)........................................................ 36,000 *
Ponnambalam Muthiah (14)..................................................... 2,253,696 8.5
Deepak M.J. Rao (15)......................................................... 2,246,411 8.4
All executive officers and directors as a group (11 persons) (16)............ 12,950,071 47.0
- ----------
*Less than 1% of the outstanding Common Stock.
(1) Except as set forth herein, the street address of the named beneficial
owner is c/o Manhattan Associates, Inc., 2300 Windy Ridge Parkway,
Suite 700, Atlanta, Georgia 30339.
(2) For purposes of calculating the percentage beneficially owned, the
number of shares of Common Stock deemed outstanding include (i)
26,658,191 shares outstanding as of March 31, 2001 and (ii) 920,480
shares issuable by us pursuant to options held by the respective person
or group that may be exercised within 60 days following March 31, 2001
("Presently Exercisable Options"). Presently Exercisable Options are
considered to be outstanding and to be beneficially owned by the person
or group holding such options for the purpose of computing the
percentage ownership of such person or group but are not treated as
outstanding for the purpose of computing the percentage ownership of
any other person or group.
(3) Includes 421,313 shares issuable pursuant to Presently Exercisable
Options.
(4) Includes 2,212,693 shares held by a limited partnership controlled by
Mr. Raghavan, the 99% limited partnership interest of which is owned by
a trust for the benefit of his descendants, and 6,000 shares held by
Mr. Raghavan for the benefit of his minor child. Mr. Raghavan disclaims
beneficial ownership of the shares held by the limited partnership
that are allocable to the interest held by the trust and the shares
held for the benefit of his child.
(5) Includes 12,500 shares issuable pursuant to Presently Exercisable
Options.
(6) Includes 166,667 shares issuable pursuant to Presently Exercisable
Options.
(7) Includes 20,000 shares issuable pursuant to Presently Exercisable
Options.
(8) Includes 70,000 shares issuable pursuant to Presently Exercisable
Options.
(9) Includes 145,000 shares issuable pursuant to Presently Exercisable
Options. Mr. Cassidy's address is Julianalaan 4-404, 3743 JG Baarn, The
Netherlands.
(10) Consists of 9,677,064 shares held by Pegasys Systems Incorporated, a
corporation controlled by Mr. Dabbiere, 80% of the equity interest of
which is held by a trust for the benefit of Mr. Dabbiere's siblings,
certain extended relatives and any future descendants. Mr. Dabbiere
disclaims beneficial ownership of the shares held by Pegasys that are
allocable to the interest held by the trust.
(11) Includes 25,000 shares issuable pursuant to Presently Exercisable
Options. Mr. Hardesty's address is 2162 Camel Mesa Drive, Laughlin,
Nevada 89029.
(12) Includes 25,000 shares issuable pursuant to Presently Exercisable
Options. Mr. Huntz's address is c/o Fuqua Ventures, LLC, 1201 W.
Peachtree Street, Suite 5000, Atlanta, Georgia 30309.
(13) Includes 35,000 shares issuable pursuant to Presently Exercisable
Options. Mr. Noonan's address is c/o Internet Security Systems, Inc.,
6303 Barfield Road, Atlanta, Georgia 30328.
(14) Includes 1,567,452 shares held by a limited partnership controlled by
Ponnambalam Muthiah, the 99% limited partnership interest of which is
held by a trust for the benefit of his descendants, and 12,000 shares
held by him for the benefit of his minor children. Ponnambalam Muthiah
disclaims beneficial ownership of the shares held by the limited
partnership that are allocable to the interest held by the trust and
the shares held for the benefit of his children.
(15) Includes 1,959,961 shares held by a limited partnership controlled by
Mr. Rao, the 99% limited partnership interest of which is held by a
trust for the benefit of his descendants. Mr. Rao disclaims beneficial
ownership of the shares held by the limited partnership that are
allocable to the interest held by the trust.
(16) Includes 9,677,064 shares held by a corporation controlled by Mr.
Dabbiere; 2,212,693 shares held by a limited partnership controlled by
Mr. Raghavan and 6,000 shares held by Mr. Raghavan's child, who is a
minor; 87,334 shares held by Mr. Haddrill; 42,500 shares held by Mr.
Cassidy; 3,000 shares held by Mr. Huntz; 1,000 shares held by Mr.
Noonan; and 920,480 shares issuable pursuant to Presently Exercisable
Options.
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PROPOSAL 1
ELECTION OF DIRECTORS
INTRODUCTION
At the Annual Meeting, three directors are to be elected for the terms
described below. The Board of Directors is divided into three classes, each of
whose members serve for staggered three-year terms. The Board is currently
comprised of two Class I directors (Mr. Cassidy and Mr. Dabbiere), two Class II
directors (Mr. Haddrill and Mr. Raghavan) and three Class III directors (Mr.
Hardesty, Mr. Huntz and Mr. Noonan). At each annual meeting of shareholders, a
class of directors will be elected for a three-year term to succeed the
directors of the same class whose terms are then expiring. The terms of the
Class I directors, Class II directors and Class III directors will expire upon
the election and qualification of successor directors at the 2002, 2003 and 2001
annual meeting of shareholders, respectively. There are no family relationships
among any of the directors or director nominees of the Company.
The Board of Directors has adopted a policy statement that provides as
follows: "[i]t is the policy of Manhattan Associates, Inc., in order to ensure
full representation of the Company's shareholders on the Board of Directors and
to enhance the Company's access to talented managerial advisors, that no
nonemployee director of the Company shall serve as a director for more than
eight consecutive years and that each nonemployee director when first elected to
the Board of Directors (including after a period of non-service) shall serve for
only a one year term unless renominated by the Board of Directors at that time,
in which case he or she shall be included in the Company's staggered board in a
manner determined by the Board of Directors."
Shares represented by executed Proxies will be voted, if authority to
do so is not withheld, for the election of the three nominees named below. In
the event that any nominee should be unavailable for election as a result of an
unexpected occurrence, such shares will be voted for the election of such
substitute nominee as the Board of Directors may select. Each person nominated
for election has agreed to serve if elected, and management has no reason to
believe that any nominee will be unable to serve.
The Board of Directors recommends a vote FOR each named nominee.
NOMINEES
The name and age, principal occupation or employment, and other data
regarding each nominee, based on information received from the respective
nominees, are set forth below:
Nominees to Serve as a Class III Director
JOHN R. HARDESTY, age 61, has served as a Director of Manhattan since
July 2000. Mr. Hardesty has been self-employed as an investor since March 1995.
From 1988 until 1995, Mr. Hardesty was the owner and chairman of Dixson, a
manufacturer of electronic instruments for the heavy-duty truck market and
process control market. Mr. Hardesty also serves as a director of La Teko
Resources Ltd., a gold exploration company.
JOHN J. HUNTZ, JR., age 50, has served as a Director of Manhattan since
January 1999. Mr. Huntz serves as Managing Director of Fuqua Ventures, LLC, a
private equity investment firm. Mr. Huntz served as Executive Vice President and
Chief Operating Officer of Fuqua Enterprises, Inc., a company that manufactures
health-care products, from August 1995 to March 1998 and as its Senior Vice
President since March 1994. From September 1989 to January 1994, Mr. Huntz
served as the Managing Partner of Noble Ventures International, Inc., a private
international investment company. From 1984 to 1989, Mr. Huntz held the position
of Director of Capital Resources for Arthur Young & Company, and from 1979 to
1984, Mr. Huntz was with Harrison Capital, Inc., a venture capital investment
subsidiary of Texaco, Inc. Mr. Huntz founded and serves as President of the
Atlanta Venture Forum, a risk capital network, and is on the Board of Directors
of the National Venture Capital Association. Mr. Huntz is
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also a member of the National Association of Small Business Investment
Companies and the Southern Regional Association of Small Business Investment
Companies. Mr. Huntz serves as a director and Chairman of the Compensation
Committee of GMP Companies, a developer of medical technologies.
THOMAS E. NOONAN, age 40, has served as a Director of Manhattan since
January 1999. Mr. Noonan has served as the President and as a Director of
Internet Security Systems, Inc., a provider of network security monitoring,
detection and response software, since June 1995, and as its Chief Executive
Officer and Chairman of the Board of Directors since November 1996. Prior to
joining Internet Security Systems, Inc., Mr. Noonan served as Vice President,
Sales and Marketing with TSI International, Inc., an electronic commerce
company, from September 1994 until May 1995. From November 1989 until September
1994, Mr. Noonan held high-level sales and marketing positions at Dun &
Bradstreet Software, a developer of enterprise business software.
CURRENT DIRECTORS
The Directors of the Company continuing in office as Class I Directors,
elected to serve until the 2002 Annual Meeting, are as follows:
ALAN J. DABBIERE, age 39, a founder of Manhattan, served as Chief
Executive Officer and President of Manhattan from its inception in 1990 until
October 1999 and has served as Chairman of the Board since February 1998. From
1986 until 1990, Mr. Dabbiere was employed by Kurt Salmon Associates, a
management consulting firm specializing in consumer products manufacturing and
retailing, where he specialized in consulting for the retail and consumer
products manufacturing industries. At Kurt Salmon Associates, Mr. Dabbiere
participated in Quick Response pilot projects focused on the value of an
integrated supply chain initiative. Mr. Dabbiere serves on the American Apparel
Manufacturer Association's Management Systems Committee.
BRIAN J. CASSIDY, age 55, has served as a Director of Manhattan since
May 1998. Mr. Cassidy has served as the Vice-Chairman and Co-Founder of WebForia
Inc., formerly LiveContent Inc., a developer and supplier of research tools for
the Internet, since April 1996. Prior to joining LiveContent Inc., Mr. Cassidy
served as Vice President of Business Development of Saros Corporation, a
developer of document management software, from January 1993 to March 1996.
Prior to joining Saros Corporation, Mr. Cassidy was employed by Oracle
Corporation, as Joint Management Director of European Operations and a member of
the Executive Management Board from 1983 to 1988 and as Worldwide Vice President
of Business Development from 1988 to 1990.
The Directors of the Company continuing in office as Class II
Directors, elected to serve until the 2003 Annual Meeting, are as follows:
RICHARD M. HADDRILL, age 47, has served as a Director of Manhattan
since October 1999 and has served as President and Chief Executive Officer of
Manhattan since October 1999. From September 1996 until June 1999, Mr. Haddrill
served as a board member for Powerhouse Technologies, a technology, services and
gaming company. From 1994 until 1996, Mr. Haddrill served as Powerhouse's
Executive Vice President and served as President and Chief Executive Officer
from 1996 until October 1999. From 1991 until 1994, Mr. Haddrill was President
of the international subsidiaries of Knowledgeware, a computer software company.
From 1975 until 1991, Mr. Haddrill was employed at Ernst & Young, and he held
various positions there including Managing Partner and Partner.
DEEPAK RAGHAVAN, age 34, a founder of Manhattan, has served as Senior
Vice President of Manhattan since August 1998, as a Director since February 1998
and as Chief Technology Officer since its inception in 1990. From 1987 until
1990, Mr. Raghavan was a Senior Software Engineer for Infosys Technologies
Limited, a software development company, where he specialized in the design and
implementation of information systems for the apparel manufacturing industry.
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BOARD OF DIRECTORS MEETINGS, COMMITTEES AND COMPENSATION
During 2000, the Board of Directors held four meetings. All of the
incumbent directors attended at least 75% of the aggregate total number of
meetings of the Board of Directors and meetings of committees of the Board of
Directors on which they served.
Messrs. Dabbiere and Raghavan served as members of the Executive
Committee in 2000. The Executive Committee is empowered to exercise all
authority of the Board of Directors, except as limited by the Georgia Business
Corporation Code ("GBCC"). Under the GBCC, an Executive Committee may not, among
other things, approve or propose to shareholders actions required to be approved
by shareholders, fill vacancies on the Board of Directors or any of its
committees, amend or repeal the bylaws, or approve a plan of merger not
requiring shareholder approval. Messrs. Huntz and Noonan served as members of
the Compensation Committee throughout 2000. Mr. Cassidy served on the
Compensation Committee until April 2000, and Mr. Hardesty was elected as a third
member of the Compensation Committee in July 2000. The Compensation Committee is
responsible for reviewing and recommending salaries, bonuses and other
compensation for our officers. The Compensation Committee is also responsible
for administering Manhattan's stock option plans and for establishing the terms
and conditions of all stock options granted under these plans. Messrs. Huntz and
Noonan served as members of the Audit Committee throughout 2000, and Mr.
Hardesty was elected as a third member of the Audit Committee in July 2000. The
Audit Committee is responsible for recommending independent auditors, reviewing
with the independent auditors the scope and results of the audit engagement,
monitoring our financial policies and internal control procedures, and reviewing
and monitoring the provisions of non-audit services by our auditors.
Non-employee members of the Board of Directors received $1,000 for each
board meeting attended in 2000 and $500 for each committee meeting held
independently of a board meeting. The Company may also grant stock options to
the non-employee members of the Board of Directors. In 2000, the Company granted
stock options to purchase 10,000 shares of Common Stock to each non-employee
director.
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EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth, for the
three years ended December 31, 2000, the total compensation paid to or accrued
for the Chief Executive Officer and other Executive Officers as defined under
the rules of the Securities and Exchange Commission with the next highest total
annual salary and bonus that exceeded $100,000 (collectively, the "Named
Executive Officers").
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------------- -------------
NUMBER OF
OTHER SECURITIES ALL
ANNUAL UNDERLYING OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION (2) OPTIONS COMPENSATION
- --------------------------- ------ ---------- ----------- ---------------- ------------- -------------
Richard M. Haddrill (3) ................... 2000 $300,000 $520,920 $ 52,672(4) -- $ --
President, Chief Executive Officer 1999 44,000 52,060 100,000(4) 1,300,000 300,000(5)
and Director 1998 -- -- -- -- --
Jeffry W. Baum ............................ 2000 150,000 206,047 -- 10,000 --
Senior Vice President--International 1999 125,000 265,220 -- 80,000 --
Operations 1998 89,449 89,449 -- 160,000 --
Jeffrey S. Mitchell ....................... 2000 150,000 249,714 -- 20,000 --
Senior Vice President--North 1999 150,000 128,750 -- 175,000 --
American Sales 1998 115,704 299,808 -- 30,000 --
Neil Thall ................................ 2000 250,000 162,221 -- 20,000 --
Executive Vice President-- 1999 229,167 -- -- 140,000 --
Professional Services 1998 184,633 40,000 -- -- --
Thomas W. Williams, Jr. (6) ............... 2000 146,667 85,381 50,273(4) 60,000 --
Senior Vice President, Chief Financial 1999 -- -- -- -- --
Officer and Treasurer 1998 -- -- -- -- --
(1) Bonuses represent amounts earned in the applicable year, regardless of
whether such bonuses were paid prior to the end of such year.
(2) In accordance with the rules of the Securities and Exchange Commission,
other compensation received in the form of perquisites and other
personal benefits has been omitted because such perquisites and other
personal benefits constituted less than the lesser of $50,000 or 10% of
the total annual salary and bonus for the Named Executive Officer for
such year.
(3) Mr. Haddrill joined the Company in October 1999.
(4) Represents relocation expenses paid in 2000.
(5) Represents compensation expense relating to 85,000 shares of Common
Stock issued to Mr. Haddrill in 1999.
(6) Mr. Williams joined the Company in February 2000.
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OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth all individual grants of stock options
during the year ended December 31, 2000, to each of the Named Executive
Officers:
INDIVIDUAL GRANTS
-----------------------------------------------------
NUMBER OF PERCENT OF POTENTIAL REALIZABLE
SECURITIES TOTAL OPTIONS VALUE AT ASSUMED
UNDERLYING GRANTED TO EXERCISE OR ANNUAL RATES OF STOCK
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION PRICE APPRECIATION
NAME GRANTED FISCAL YEAR PER SHARE DATE FOR OPTION TERM (1)
---- ------- ----------- --------- ---- ------------------------
5% 10%
--------- ---------
Richard M. Haddrill........ -- -- -- -- -- --
Jeffry W. Baum............. 10,000 0.7% $38.98 11/30/10 $245,171 $ 621,311
Jeffrey S. Mitchell........ 20,000 1.4 38.98 11/30/10 490,342 1,242,622
Neil Thall................. 20,000 1.4 38.98 11/30/10 490,342 1,242,622
Thomas W. Williams, Jr..... 50,000 3.4 7.94 01/17/10 249,593 632,517
10,000 0.7 38.98 11/30/10 245,171 621,311
- ----------
(1) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These
gains are based on the fair market value per share on the date of grant
and assumed rates of stock price appreciation of 5% and 10% compounded
annually from the date the respective options were granted to their
expiration date. These assumptions are mandated by the rules of the
Securities and Exchange Commission and are not intended to forecast
future appreciation of our stock price. The potential realizable value
computation is net of the applicable exercise price, but does not take
into account federal or state income tax consequences and other
expenses of option exercises or sales of appreciated stock. Actual
gains, if any, are dependent upon the timing of such exercise and the
future performance of our Common Stock. There can be no assurance that
the rates of appreciation in this table can be achieved. This table
does not take into account any appreciation in the price of our Common
Stock to date.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUES
The following table summarizes the number of shares and value realized
by each of the Named Executive Officers upon the exercise of options and the
value of the outstanding options held by the Named Executive Officers at
December 31, 2000:
NUMBER OF VALUE OF
SHARES SECURITIES UNDERLYING UNEXERCISED
ACQUIRED VALUE UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
NAME ON EXERCISE REALIZED (1) AT FISCAL YEAR-END AT FISCAL YEAR-END (2)
---- ----------- ------------ -------------------------- ---------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
Richard M. Haddrill ...... 198,334 $7,882,574 297,306 804,360 $11,662,806 $31,445,449
Jeffry W. Baum ........... -- -- 120,001 129,999 4,302,432 4,426,161
Jeffrey S. Mitchell ...... 85,000 3,602,780 70,000 130,000 2,441,250 3,725,162
Neil Thall ............... 60,000 2,990,396 60,000 110,000 2,199,375 3,275,312
Thomas W. Williams, Jr ... -- -- -- 60,000 -- 1,770,656
- ----------
(1) Amounts disclosed in this column do not reflect amounts actually
received by the Named Executive Officers but are calculated based on
the difference between the fair market value on the date of exercise of
the options and the exercise price of the options. The Named Executive
Officers will receive cash only if and when they sell the Common Stock
issued upon exercise of the options, and the amount of cash received by
such individuals is dependent on the price of our Common Stock at the
time of such sale.
(2) Based on the fair market value of our Common Stock as of December 31,
2000 of $42.63 per share as reported on the Nasdaq National Market,
less the exercise price payable upon exercise of such options.
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EMPLOYMENT AGREEMENTS
Mr. Thall entered into an employment agreement with Manhattan effective
November 25, 1997. For 2001, Mr. Thall is entitled to receive an annual base
salary of $250,000 and is entitled to a performance-related bonus of up to
$150,000. In addition, Mr. Thall received an option to purchase 150,000 shares
of our Common Stock, of which 40,000 shares vested on each of November 25, 1997,
1998 and 1999 and 30,000 shares vested on November 25, 2000. Under the terms of
the agreement, Mr. Thall has agreed to assign to us all patents, copyrights and
other intellectual property developed by him during the course of his
employment. In addition, Mr. Thall has agreed not to solicit our customers for a
period of one year following his termination.
Mr. Haddrill entered into an employment agreement with Manhattan
effective October 11, 1999. Pursuant to this agreement, Mr. Haddrill is entitled
to receive an annual base salary of $300,000 and a performance-related bonus
equal to 2% of pre-tax operating income. In addition, Mr. Haddrill received
85,000 shares of our Common Stock and an option to purchase 1,300,000 shares of
our Common Stock, which vests in equal quarterly installments over three years
commencing in October 1999. All of the shares granted pursuant to this option
will become immediately exercisable upon a change in control as defined in the
agreement. Under the agreement, Mr. Haddrill has agreed to assign to us all
patents, copyrights and other intellectual property developed by him during the
course of his employment. In addition, Mr. Haddrill has agreed not to solicit
our customers for a period of one year following his termination. In connection
with any termination of Mr. Haddrill's employment, other than a termination
based on gross negligence or willful misconduct, Mr. Haddrill will be entitled
to receive a severance payment within 10 days of termination equal to two times
his base salary and bonus (limited for these purposes to an amount not to exceed
his base salary). In addition, Mr. Haddrill is eligible to receive up to $1.2
million as reimbursement for certain taxes, if incurred, upon a change in
control as defined in the agreement.
STOCK OPTION PLANS
Manhattan Associates, LLC Option Plan. The Manhattan Associates, LLC
Option Plan (the "LLC Option Plan") became effective on January 1, 1997. The
aggregate number of shares reserved for issuance under the LLC Option Plan was
5,000,000 shares. The purpose of the LLC Option Plan was to provide incentives
for key employees, officers, consultants and directors to promote the success of
Manhattan and to enhance our ability to attract and retain the services of such
persons. Options granted under the LLC Option Plan were not options intended to
qualify as "incentive stock options" under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"). Since February 28, 1998, no additional
options could be granted pursuant to the LLC Option Plan.
As of March 31, 2001, we had outstanding options to purchase 1,174,076
shares of Common Stock under the LLC Option Plan at a weighted average exercise
price of $5.42 per share.
Stock Incentive Plan. The Manhattan Associates, Inc. Stock Incentive
Plan was adopted by the Board of Directors and approved by our shareholders in
February 1998. As amended to date, up to 9,659,453 shares of Common Stock
(subject to adjustment in the event of stock splits and other similar events),
less the number of shares issued under the LLC Option Plan, may be issued
pursuant to stock options and other stock incentives granted under the Stock
Incentive Plan. In addition, the Stock Incentive Plan provides for an annual
increase in the number of shares available for issuance under the Plan by an
amount equal to 5% of the outstanding shares of our Common Stock. On January 1,
2001, the number of shares of Common Stock available for issuance under the Plan
automatically increased 659,453 shares to 9,659,453 shares pursuant to this
provision. As of March 31, 2001, we had outstanding options or other stock
incentives to acquire 4,652,673 shares of Common Stock under the Stock Incentive
Plan at a weighted average exercise price of $16.98 per share.
The Stock Incentive Plan provides for the grant of incentive stock
options intended to qualify under Section 422 of the Code, nonstatutory stock
options, restricted stock awards and stock appreciation rights ("SARs", and,
together with the other options and incentives, "Awards").
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Officers, employees, directors, advisors and consultants of Manhattan and any of
our subsidiaries are eligible to be granted Awards under the Stock Incentive
Plan. Under present law, however, incentive stock options may be granted only to
employees. The granting of Awards under the Stock Incentive Plan is
discretionary. We will be required to recognize compensation expense over the
vesting period of any SARs granted.
Optionees receive the right to purchase a specified number of shares of
Common Stock at a specified option price and subject to such other terms and
conditions as are specified in connection with the option grant. Options may be
granted at an exercise price that may be less than, equal to or greater than the
fair market value of the Common Stock on the date of grant. Under present law,
incentive stock options may not be granted at an exercise price less than the
fair market value of the Common Stock on the date of grant (or less than 110% of
the fair market value in the case of incentive stock options granted to
optionees holding more than 10% of our voting power). The Stock Incentive Plan
permits the payment of the exercise price of options to be in the form of cash,
or if the individual option agreement so provides, by surrender to us of shares
of Common Stock or by a cashless exercise through a brokerage transaction.
The Stock Incentive Plan is administered by the Compensation Committee
of the Board of Directors. The committee has the authority to adopt, amend and
repeal the administrative rules, guidelines and practices relating to the Stock
Incentive Plan generally and to interpret the provisions thereof. The Committee
may amend, modify or terminate any outstanding Award and with respect to new
Awards will determine:
- the number of shares of Common Stock covered by options,
restricted stock awards or SARs, the dates upon which such
options or SARs become exercisable and the restrictions on
restricted stock lapse;
- the exercise price of options and SARs and the purchase price,
if any, of restricted stock;
- the duration of options and SARs; and
- the conditions and duration of restrictions on restricted
stock.
No Award may be made under the Stock Incentive Plan after February
2008, but Awards previously granted may extend beyond that time. The Board of
Directors may at any time terminate the Stock Incentive Plan. Any such
termination will not affect outstanding options, restricted stock or SARs.
Other Options. In addition to options issued under the LLC Option Plan
and the Stock Incentive Plan, as of March 31, 2001, we had outstanding options
to purchase an aggregate of 453,284 shares of Common Stock to employees outside
of the LLC Option Plan and the Stock Incentive Plan at a weighted average
exercise price of $0.33 per share.
LIMITATION OF LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS
Our Articles of Incorporation provide that the liability of the
directors to the shareholders for monetary damages shall be limited to the
fullest extent permissible under Georgia law. This limitation of liability does
not affect the availability of injunctive relief or other equitable remedies.
Our Bylaws provide that we will indemnify each of our 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 Manhattan, 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:
- any appropriation, in violation of his or her duties, of any
business opportunity of Manhattan;
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- acts or omissions that involve intentional misconduct or a
knowing violation of law;
- any liability under Section 14-2-832 of the GBCC, which
relates to unlawful payments of dividends and unlawful stock
repurchases and redemptions; or
- any transaction from which he or she derived an improper
personal benefit.
We have entered into indemnification agreements with certain officers and
directors providing indemnification similar to that provided in the Bylaws.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following non-employee directors were the members of the
Compensation Committee of the Board of Directors during 2000: Brian J. Cassidy,
John R. Hardesty, John J. Huntz, Jr. and Thomas E. Noonan. In April 2000, Mr.
Cassidy resigned from the Compensation Committee, and in July 2000, Mr. Hardesty
was elected to the Compensation Committee. During 1999 and 2000, we paid Mr.
Cassidy approximately $60,000 each year for consulting services. In addition, we
granted options to purchase 100,000 shares of Common Stock at $9.00 per share to
Mr. Cassidy during 1999. Under the option agreement, 25,000 shares vested on
each of April 27, 1999 and October 27, 1999, and 25,000 shares vest on each of
April 27, 2000 and October 27, 2000.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires our
directors and executive officers and persons who own beneficially more than 10%
of our Common Stock to file reports of ownership and changes in ownership of
such stock with the Securities and Exchange Commission. To our knowledge, our
directors, executive officers and 10% shareholders complied during 2000 with all
applicable Section 16(a) filing requirements except late filings by two
directors, Brian J. Cassidy and John J. Huntz, Jr., of Form 4s to report a sale
of 10,000 shares by Mr. Cassidy and an option exercise and sale of 10,000 shares
by Mr. Huntz, and one late filing by one of our executive officers, Jeffry Baum,
to report his initial beneficial ownership on Form 3. Each of these transactions
have subsequently been reported.
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COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
GENERAL
The Compensation Committee of the Company's Board of Directors has
furnished the following report on Executive Compensation in accordance with the
rules and regulations of the Securities and Exchange Commission. This report
outlines the duties of the Committee with respect to executive compensation, the
various components of the Company's compensation program for executive officers
and other key employees, and the basis on which the 2000 compensation was
determined for the executive officers of the Company, with particular detail
given to the 2000 compensation for the Company's Chairman of the Board and Chief
Executive Officer.
COMPENSATION OF EXECUTIVE OFFICERS GENERALLY
The Compensation Committee of the Board of Directors (the "Committee")
is responsible for establishing compensation levels for the executive officers
of the Company, including the annual bonus plan for executive officers and for
administering the Company's Stock Option Plan. The Committee is currently
comprised of three non-employee directors: Messrs. Noonan (Chairman), Hardesty
and Huntz. In April 2000, Mr. Cassidy resigned from the Committee and Mr. Noonan
was elected to replace Mr. Cassidy as Chairman of the Committee. The Committee's
overall objective is to establish a compensation policy that will (i) attract,
retain and reward executives who contribute to achieving the Company's business
objectives; (ii) motivate executives to obtain these objectives; and (iii) align
the interests of executives with those of the Company's long-term investors. The
Company compensates executive officers with a combination of salary and
incentives designed to focus their efforts on maximizing both the near-term and
long-term financial performance of the Company. In addition, the Company's
compensation program rewards individual performance that furthers Company goals.
The executive compensation program includes the following: (i) base salary; (ii)
incentive bonuses; (iii) long-term equity incentive awards in the form of stock
option grants; and (iv) other benefits. Each executive officer's compensation
package is designed to provide an appropriately weighted mix of these elements,
which cumulatively provide a level of compensation roughly equivalent to that
paid by companies of similar size and complexity.
Base Salary. Base Salary levels for each of the Company's executive
officers, including the Chief Executive Officer, are generally set within a
range of base salaries that the Committee believes are paid to similar executive
officers at companies deemed comparable based on the similarity in revenue
level, industry segment and competitive employment market to the Company. In
addition, the Committee generally takes into account the Company's past
financial performance and future expectations, as well as the performance of the
executives and changes in the executives' responsibilities.
Incentive Bonuses. The Committee recommends the payment of bonuses to
provide an incentive to executive officers to be productive over the course of
each fiscal year. These bonuses are awarded only if the Company achieves or
exceeds certain corporate performance objectives. The incentive bonus to each
executive officer is based on the individual executive's performance as it
relates to the Company's performance.
Equity Incentives. Stock options are used by the Company for payment of
long-term compensation to provide a stock-based incentive to improve the
Company's financial performance and to assist in the recruitment, retention and
motivation of professional, managerial and other personnel. Generally, stock
options are granted to executive officers from time to time based primarily upon
the individual's actual and/or potential contributions to the Company and the
Company's financial performance. Stock options are designed to align the
interests of the Company's executive officers with those of its shareholders by
encouraging executive officers to enhance the value of the Company, the price of
the Common Stock, and hence, the shareholder's return. In addition, the vesting
of stock options over a period of time is designed to create an incentive for
the individual to remain with the Company. The Company has granted options to
the executives on an ongoing basis to provide continuing incentives to the
executives to meet future performance goals and to remain with the Company.
During the fiscal year ended
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December 2000, options to purchase an aggregate of 110,000 shares of Common
Stock were granted to the Company's executive officers.
Other Benefits. Benefits offered to the Company's executive officers
are provided to serve as a safety net of protection against the financial
catastrophes that can result from illness, disability, or death. Benefits
offered to the Company's executive officers are substantially the same as those
offered to all of the Company's regular employees. In 1995, the Company
established a tax-qualified deferred compensation 401(k) Savings Plan (the
"Plan") covering all of the Company's eligible full-time employees. Under the
Plan, participants may elect to contribute, through salary reductions, up to 18%
of their annual compensation subject to a statutory maximum. The Company
provides additional matching contributions in the amount of 50% up to the first
6% contributed under the Plan. The Plan is designed to qualify under Section 401
of the Internal Revenue Code so that the contributions by employees or by the
Company to the Plan, and income earned on plan contributions, are not taxable to
employees until withdrawn from the Plan, and so that contributions by the
Company will be deductible by the Company when made.
COMPENSATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS
The Committee annually reviews the performance and compensation of the
Chairman of the Board of Directors based on the assessment of his past
performance and its expectation of his future contributions to the Company's
performance. Alan J. Dabbiere has served as the Company's Chairman of the Board
since February 1998. In 2000, Mr. Dabbiere's base salary as Chairman of the
Board was set at $150,000. The Committee believes the compensation paid to Mr.
Dabbiere was reasonable.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
The Committee annually reviews the performance and compensation of the
Chief Executive Officer based on the assessment of his past performance and its
expectation of his future contributions to the Company's performance. Richard M.
Haddrill has served as the Company's Chief Executive Officer since October 1999.
For the twelve-month period commencing on January 1, 2000, Mr. Haddrill's base
salary was set at $300,000. The Committee believes the compensation paid to Mr.
Haddrill was reasonable.
POLICY WITH RESPECT TO QUALIFYING COMPENSATION FOR DEDUCTIBILITY
Section 162(m) of the Internal Revenue Code imposes a limit on tax
deductions for annual compensation (other than performance-based compensation)
in excess of one million dollars paid by a corporation to its Chief Executive
Officer and the other four most highly compensated executive officers of a
corporation. The Company has not established a policy with regard to Section
162(m) of the Code, since the Company has not and does not currently anticipate
paying cash compensation in excess of one million dollars per annum to any
employee. None of the compensation paid by the Company in 2000 was subject to
the limitations on deductibility. The Board of Directors will continue to assess
the impact of Section 162(m) on its compensation practices and determine what
further action, if any, is appropriate.
Compensation Committee
Thomas E. Noonan, Chairman
John R. Hardesty
John J. Huntz, Jr.
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STOCK PERFORMANCE GRAPH
The following line-graph provides a comparison of the cumulative total
shareholder return on our Common Stock for the period from the date of the
Company's initial public offering on April 23, 1998 through December 31, 2000,
against the cumulative shareholder return during such period achieved by The
Nasdaq Stock Market (U.S. Companies) ("Nasdaq US") and the Index for Nasdaq
Listed Supply Chain Solution Provider Stocks (the "Nasdaq Computer Index"). The
graph assumes that $100 was invested on April 23, 1998 in our Common Stock and
in each of the comparison indices, and assumes reinvestment of dividends.
[GRAPH APPEARS HERE]
INDEX FOR
INDEX FOR NASDAQ LISTED
NASDAQ STOCK SUPPY CHAIN
MEASUREMENT PERIOD MANHATTAN MARKET (US SOLUTION
(FISCAL YEAR COVERED) ASSOCIATES COMPANIES) PROVIDER STOCKS
---------------------- ---------- ---------- ---------------
4/23/98 $100.00 $100.00 $100.00
12/31/98 181.67 120.14 51.41
12/31/99 49.17 223.27 103.10
12/31/00 284.17 134.33 117.21
The Stock Performance Graph shall not be deemed incorporated by
reference by any general statement incorporating by reference this proxy
statement into any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended (collectively, the "Acts"), except
to the extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.
RELATED PARTY TRANSACTIONS
During 2000, Peter V. Dabbiere, a brother of Alan J. Dabbiere, was
employed by us as the general manager of hardware sales and support and received
an aggregate payment of $127,868.
During 2000, Joel D. Dabbiere, a brother of Alan J. Dabbiere, was
employed by us in various sales management roles and received an aggregate
payment of $331,481.
During 2000, David K. Dabbiere, a brother of Alan J. Dabbiere, was
employed by us as Senior Vice President, Chief Legal Officer and Secretary and
received an aggregate payment of $161,714. In addition, we granted options to
purchase 5,000 shares of Common Stock at $38.98 per share to Mr. Dabbiere during
2000.
All cash compensation paid to Alan Dabbiere's brothers was comparable
to compensation that would have been paid to unaffiliated persons.
During 1999 and 2000, we paid Brian J. Cassidy, a Class I Director,
approximately $60,000 each year for consulting services. In addition, we granted
options to purchase 100,000 shares of Common Stock at $9.00 per share to Mr.
Cassidy during 1999. Under the option agreement, 25,000 shares vested on each of
April 27, 1999 and October 27, 1999, and 25,000 shares vest on each of April 27,
2000 and October 27, 2000.
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AUDIT COMMITTEE REPORT
This Audit Committee Report does not constitute soliciting material and
should not be deemed filed or incorporated by reference into any other Company
filing under the Securities Act of 1933 or the Securities Exchange Act of 1934,
except to the extent the Company specifically incorporates this Report by
reference therein.
The Audit Committee of the Board of Directors currently consists of
Messrs. Huntz (Chairman), Hardesty and Noonan, all of whom meet the independence
requirements of Rule 4200(a)(14) of the National Association of Securities
Dealers' listing standards. During fiscal 2000, the Audit Committee of the Board
of Directors developed a charter for the Committee, which was approved by both
the Audit Committee and the full Board on June 30, 2000. The complete text of
the new charter is attached as "Annex A" to this Proxy Statement.
In overseeing the preparation of the Company's financial statements,
the Audit Committee met with both management and the Company's independent
auditors to review and discuss the financial statements prior to their issuance
and to discuss significant accounting issues. Management advised the Committee
that all financial statements were prepared in accordance with generally
accepted accounting principles, and the Committee discussed the statements with
both management and the independent auditors. The Committee's review included
discussion with the independent auditors of matters required to be discussed
pursuant to Statement on Auditing Standards No. 61 (Communication with Audit
Committees).
With respect to the Company's independent auditors, the Audit
Committee, among other things, discussed with Arthur Andersen LLP, matters
relating to its independence, including the disclosures made to the Audit
Committee as required by the Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees).
Based on these reviews and discussions, the Audit Committee recommended
to the Board of Directors that the Company's audited financial statements be
included in the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2000.
Audit Committee
John J. Huntz, Jr., Chairman
John R. Hardesty
Thomas E. Noonan
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PROPOSAL 2
AMENDMENT TO THE STOCK INCENTIVE PLAN
Up to 9,659,453 shares of our Common Stock, less any shares issued
under our LLC Option Plan, are currently available for issuance under the
Manhattan Associates, Inc. Stock Incentive Plan (the "Plan"). In April 2001, our
Board of Directors adopted, subject to the approval by the shareholders, an
amendment to the Plan to increase the number of shares authorized under the
Plan. This amendment would increase the number of shares reserved for issuance
thereunder to 10,659,453 shares, an increase of 1,000,000 shares. As of March
31, 2001, there were approximately 4,652,673 outstanding options to purchase
shares of Common Stock under the Plan and 1,174,076 outstanding options to
purchase shares of Common Stock under our LLC Option Plan.
The text of the proposed amendment to the Plan is set forth in "Annex
B" to this Proxy Statement. The Plan is described above under "Proposal
1-Election of Directors-Stock Option Plans" and is qualified in its entirety by
reference to the text of the Plan.
The proposed amendment to the Plan will be adopted upon receiving the
affirmative vote of holders of a majority of the shares present or represented
by proxy at the Annual Meeting. Proxies will be voted in accordance with the
specifications marked thereon, and if no specifications is made, will be voted
"FOR" adoption of the proposed amendment to the Plan. The Board has determined
that the amendment to the Plan is in the best interest of the Company and our
shareholders. The proposed amendment would provide a stable pool of additional
shares for grant to our officers, directors, consultants and key employees. The
Board believes that grants of stock options are an effective method to attract
and retain officers, directors, consultants and key employees and that the
availability of shares for future grants under the plan is important to our
business prospects and operations.
The Board of Directors recommends a vote FOR the approval of the
amendment to the Plan.
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PROPOSAL 3
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
In April 2001, the Board of Directors appointed the accounting firm of
Arthur Andersen LLP to serve as its independent auditor for the fiscal year
ending December 31, 2001. The appointment of this firm was recommended to the
Board by its Audit Committee. A proposal to ratify that appointment will be
presented at the Annual Meeting. Representatives of Arthur Andersen LLP are
expected to be present at the Annual Meeting. They will have an opportunity to
make a statement if they desire to do so and will be available to respond to
appropriate questions from shareholders.
AUDIT FEES
The aggregate fees billed by the Company's independent auditors for
professional services rendered in connection with the audit of the Company's
financial statements included in the Company's Annual Report on Form 10-K for
Fiscal Year 2000, as well as for the review of the Company's financial
statements included in the Company's Quarterly Reports on Form 10-Q during
Fiscal Year 2000 totaled approximately $121,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
No fees other than those described above under the caption "Audit Fees"
and those described below under the caption "All Other Fees" were billed to the
Company by the Company's independent auditors for professional services in
fiscal year 2000.
ALL OTHER FEES
The aggregate fees billed by Arthur Andersen LLP for professional
services rendered other than as stated under the captions Audit Fees and
Financial Information Systems Design and Implementation Fees above were
approximately $248,000. The Audit Committee of the Board of Directors considers
the provision of these services to be compatible with maintaining the
independence of Arthur Andersen LLP.
The Board of Directors recommends a vote FOR ratification of selection
of independent auditors.
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SHAREHOLDER PROPOSALS
Rules of the Securities and Exchange Commission require that any
proposal by a shareholder of the Company for consideration at the 2002 Annual
Meeting of Shareholders must be received by the Company no later than December
27, 2001 if any such proposal is to be eligible for inclusion in the Company's
proxy materials for its 2002 Annual Meeting. Under such rules, the Company is
not required to include shareholder proposals in its proxy materials unless
certain other conditions specified in such rules are met.
In order for a shareholder to bring any business or nominations before
the Annual Meeting of Shareholders, certain conditions set forth in Sections
2.14 and 3.8 of the Company's Bylaws must be complied with, including, but not
limited to, delivery of notice to the Company not less than 30 days prior to the
meeting as originally scheduled.
OTHER MATTERS
Management of the Company is not aware of any other matter to be
presented for action at the Annual Meeting other than those mentioned in the
Notice of Annual Meeting of Shareholders and referred to in this Proxy
Statement. However, should any other matter requiring a vote of the shareholders
arise, the representatives named on the accompanying Proxy will vote in
accordance with their best judgment as to the interests of the Company and
shareholders.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ David K. Dabbiere
-----------------------------------
David K. Dabbiere
Secretary
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ANNEX A
AUDIT COMMITTEE CHARTER
ORGANIZATION
There shall be a committee of the Board of Directors to be known as the
Audit Committee. The Audit Committee shall be composed of directors who are
independent of the management of the corporation and are free of any
relationship that, in the opinion of the Board of Directors, would interfere
with their exercise of independent judgment as a committee member. "Independent"
means a Director who meets the National Board of Securities Dealer definition of
"independence" as determined by the Board of Directors.
STATEMENT OF POLICY
The Audit Committee shall represent and provide assistance to the Board
of Directors in fulfilling their responsibility to the shareholders, potential
shareholders, and investment community relating to corporate accounting,
reporting practices of the corporation, and the quality and integrity of the
financial reports of the corporation. In so doing, it is the responsibility of
the Audit Committee to maintain free and open means of communication between the
Board of Directors, the independent auditor, and the financial Management of the
corporation.
RESPONSIBILITIES
In carrying out its responsibilities, the Audit Committee believes its
policies and procedures should remain flexible, in order to best react to
changing conditions and to ensure to the Board of Directors and the shareholders
of the corporation that the accounting and reporting practices of the
corporation are in accordance with all regulatory, statutory and generally
accepted requirements and are of the highest quality.
In carrying out these responsibilities, the Audit Committee will:
- Meet four times per year at a minimum, or more frequently as
circumstances require. The Committee may ask members of
Management or others to attend meetings and provide pertinent
information as necessary.
- Confirm and assure the independence of the independent
auditor.
- Evaluate and recommend to the Board of Directors the
independent auditor to audit the financial statements of the
corporation and its subsidiaries, as well as recommend such
independent auditor's retention or discharge.
- Meet with the independent auditor and financial Management of
the corporation to review the scope of the proposed audit for
the current year and the audit procedures to be utilized, and
at the conclusion thereof review such audit, including any
comments or recommendations of the independent auditor.
- Inquire of Management and the independent auditor about
significant risks or exposures and assess the steps Management
has taken to minimize such risk to the corporation.
- Meet as necessary with the independent auditor and Management
in separate executive sessions to discuss any matters that the
Committee or these groups believe should be discussed
privately with the Audit Committee.
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- - Review with the independent auditor and financial Management of the
Corporation, the adequacy and effectiveness of the accounting and
financial controls of the corporation, and elicit any recommendations
for the improvement of internal control procedures or particular areas
where new or more effective and/or efficient controls or procedures are
desirable. Particular emphasis should be given to the adequacy of such
internal controls to expose any payments, transactions, or procedures
that might be deemed illegal or otherwise improper. Further, the
Committee periodically should review policy statements of the
corporation to determine adherence to the code of conduct.
- - Review the financial statements contained in the annual report to
shareholders with Management and the independent auditor to determine
that the independent auditor is satisfied with the disclosure and
content of the financial statements to be presented to the
shareholders. Any changes in accounting principles should be reviewed.
- - Provide sufficient opportunity for the independent auditor to meet with
the members of the Audit Committee without members of Management
present. The items to be discussed in these meetings are the
independent auditor's evaluation of the corporation's financial and
accounting personnel, and the cooperation that the independent auditor
received during the course of the audit.
- - Submit the minutes of all meetings of the Audit Committee to, or
discuss the matters discussed at each Committee meeting with, the Board
of Directors.
- - Investigate any matter brought to its attention within the scope of its
duties, with the power to retain outside counsel for this purpose if,
in its judgment, that is appropriate.
- - Review with Management and the independent auditor the interim
financial reports before filing with the SEC or other regulators.
- - Review policies and procedures with respect to Officers' expense
accounts and perquisites, including their use of corporate assets, and
consider the results of any review of these areas by the independent
auditor.
- - Review and recommend any updates to the Committee's charter annually.
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ANNEX B
TEXT OF PROPOSED AMENDMENT NO. 5 TO
MANHATTAN ASSOCIATES, INC. STOCK INCENTIVE PLAN
The Manhattan Associates, Inc. Stock Incentive Plan (the "Plan") is
hereby amended as follows:
1. Increase in Authorized Shares. Section 3 of the Plan is hereby
amended by deleting "9,000,000" in the first sentence thereof and substituting
"10,659,453" in its place, so that the first sentence reads: "The initial number
of Shares reserved for issuance under this Plan shall be 10,659,453, as adjusted
pursuant to Section 11, less the number of Shares subject to options issued
under the Manhattan Associates, LLC Option Plan."
2. Effective Date. The effective date of this Amendment shall be
April 17, 2001, provided, the shareholders of the Company approve this Amendment
within 12 months after such effective date. Any Stock Incentives granted under
the Plan as amended hereby before the date of such approval automatically shall
be granted subject to such approval.
24
The shares represented by this Proxy will be voted as directed by the Shareholder. If no direction is given when the duly
executed Proxy is returned, such shares will be voted
"FOR" all nominees in Proposal 1 and "FOR" Proposals 2 and 3. I PLAN TO ATTEND MEETING [ ]
- ------------------------------------------------------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR ALL NOMINEES" IN PROPOSAL 1 AND "FOR" PROPOSALS 2 AND 3.
- ------------------------------------------------------------------------------------------------------------------------------
Proposal 1 - Election of the following Nominees as Directors:
FOR all Nominees listed at right WITHHELD NOMINEES: JOHN R. HARDESTY JOHN J. HUNTZ, JR. THOMAS E. NOONAN
(except as marked to the contrary) For all Nominees
listed at right
[ ] [ ] (Instruction: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name above.)
- ------------------------------------------------------------------------------------------------------------------------------
Proposal 2 - Approval of the amendment to the Company's Stock Incentive Plan:
For Against Abstain
[ ] [ ] [ ]
- ------------------------------------------------------------------------------------------------------------------------------
Proposal 3 - Approval of the appointment of Arthur Andersen LLP as independent auditors of the Company for the fiscal year
ending December 31, 2001:
For Against Abstain
[ ] [ ] [ ]
- ------------------------------------------------------------------------------------------------------------------------------
PLEASE MARK YOUR CHOICE LIKE THIS X IN BLUE OR BLACK INK. Signature if held jointly______________________________
Please mark, date and sign as your name appears above
Date and return in the enclosed envelope.
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Signature
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MANHATTAN ASSOCIATES, INC.
2300 WINDY RIDGE PARKWAY
SUITE 700
ATLANTA, GEORGIA 30339
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Alan J. Dabbiere and David K. Dabbiere,
Esq. and each of them, with full power of substitution, as Proxy, to represent
and vote all the shares of Common Stock of Manhattan Associates, Inc. held of
record by the undersigned on March 31, 2001, at the annual meeting of
Shareholders to be held on May 19, 2001 or any adjournment thereof, as
designated on the reverse side hereof and in their discretion as to other
matters.
Please sign exactly as name appears on the reverse side. When shares
are held by joint tenants, both should sign. When signing as attorney, as
executor, administrator, trustee or guardian, please give full title as such. If
a corporation, please sign in full corporate name by President or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.
(Please date and sign on reverse)
(Continued on reverse side)