1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 5, 2001
REGISTRATION NO. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, GA 30339
(Address of Principal Executive Offices, Including Zip Code)
------------------------------
MANHATTAN ASSOCIATES, INC. 1998 STOCK INCENTIVE PLAN
(Full title of the Plan)
------------------------------
DAVID K. DABBIERE, ESQ. COPY TO:
SENIOR VICE PRESIDENT, LARRY W. SHACKELFORD, ESQ.
CHIEF LEGAL OFFICER AND SECRETARY MORRIS, MANNING & MARTIN, LLP
MANHATTAN ASSOCIATES, INC. 1600 ATLANTA FINANCIAL CENTER
2300 WINDY RIDGE PARKWAY, SUITE 700 3343 PEACHTREE ROAD, N.E.
ATLANTA, GEORGIA 30339 ATLANTA, GEORGIA 30326
(770) 955-7070 (404) 233-7000
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service.)
--------------------------------
CALCULATION OF REGISTRATION FEE
================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share(1) Price(1) Registration Fee
- ----------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value per share 1,659,453 shares $21.395 $35,503,996.94 $8,876.00
- ----------------------------------------------------------------------------------------------------------------
- -----------------
(1) Computed in accordance with Rule 457(c) and (h) of the Securities Act of
1933, based on the high and low prices of the common stock offered hereby
on the Nasdaq National Market on August 30, 2001.
2
STATEMENT REGARDING INCORPORATION BY REFERENCE FROM EFFECTIVE
REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8, the contents of the
Registrant's Registration Statements on Form S-8, filed with the Securities and
Exchange Commission on August 4, 1998 (File No. 333-60635) and September 14,
2000 (File No. 333-45802), relating in part to the registration of an aggregate
of 9,000,000 shares of the Registrant's common stock authorized for issuance
under the Manhattan Associates, Inc. 1998 Stock Incentive Plan, are incorporated
by reference in their entirety in this Registration Statement. This Registration
Statement provides for the registration of an additional 1,659,453 shares of the
Registrant's common stock to be issued under that Plan.
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 and/or directors of Manhattan Associates, Inc. as
specified by Rule 428(b)(1) of the Securities Act of 1933, as amended. In
accordance with the instructions of Part I of Form S-8, these documents will not
be filed with the Securities and Exchange 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 this 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 with the Commission are incorporated
herein by reference:
(a) the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000, filed with the Commission on April 2, 2001
(File No. 000-23999);
(b) the Registrant's Quarterly Reports on Form 10-Q for the
quarter ended March 31, 2001, filed with the Commission on May
15, 2001, and the quarter ended June 30, 2001, filed with the
Commission on August 14, 2001 (File No. 000-23999);
(c) the description of the Registrant's common stock, $.01 par
value per share contained in the Registrant's Registration
Statement on Form 8-A, filed with the Commission on April 6,
1998 (File No. 000-23999); and
(d) the Registrant's Registration Statements on Form S-8, filed
with the Securities and Exchange Commission on August 4, 1998
(File No. 333-60635) and September 14, 2000 (File No. 333-
45802).
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act of 1934, as amended, subsequent to the
date of this Registration Statement and prior to the termination of the offering
of the securities offered hereby shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof.
The Registrant hereby undertakes to provide without charge to each
person to whom a prospectus relating to this Registration Statement is
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 that are not specifically incorporated by reference
into the information that this Registration Statement incorporates). Written or
telephone requests should be directed to Investor Relations Department,
Manhattan Associates, Inc., 2300 Windy Ridge Parkway, Suite 700, Atlanta,
Georgia 30339; (770) 955-7070.
-2-
3
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
----------- -----------
4.1 Articles of Incorporation of the Registrant (Incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (File
No. 333-47095), filed with the Commission on February 27, 1998).
4.2 Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (File No. 333-47095), filed
with the Commission on February 27, 1998).
4.3 Manhattan Associates, Inc. Stock Incentive Plan (Incorporated by reference to
Exhibit 10.10 to the Registrant's Registration Statement on Form S-1 (File
No. 333-47095) filed on February 27, 1998).
4.4 First Amendment to the Manhattan Associates, Inc. 1998 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.22 to the Registrant's Annual Report
for the period ended December 31, 1998 (File No. 000-23999) filed on
March 31, 1999).
4.5 Second Amendment to the Manhattan Associates, Inc. 1998 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.23 to the Registrant's Annual Report
for the period ended December 31, 1998 (File No. 000-23999) filed on March
31, 1999).
4.6 Third Amendment to the Manhattan Associates, Inc. 1998 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.24 to the Registrant's Annual Report
for the period ended December 31, 1998 (File No. 000-23999) filed on March
31, 1999).
4.7 Fourth Amendment to the Manhattan Associates, Inc. 1998 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.25 to the Registrant's Annual Report
for the period ended December 31, 1999 (File No. 000-23999) filed on March
30, 2000).
4.8 Fifth Amendment to the Manhattan Associates, Inc. 1998 Stock Incentive Plan.
5.1 Opinion of Morris, Manning & Martin, LLP as to the legality of the securities
being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Morris, Manning & Martin, LLP (included in Exhibit 5.1).
24.1 Power of Attorney (following signature page).
-3-
4
SIGNATURES
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 5th day of
September, 2001.
MANHATTAN ASSOCIATES, INC.
By: /s/ Richard M. Haddrill
--------------------------------------------
Richard M. Haddrill
Chief Executive Officer and President
-4-
5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Richard M. Haddrill and David K. Dabbiere
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/ Richard M. Haddrill Chief Executive Officer, President, September 5, 2001
- ------------------------------------ and Director
Richard M. Haddrill (Principal Executive Officer)
/s/ Thomas W. Williams, Jr. Senior Vice President, September 5, 2001
- ------------------------------------ Chief Financial Officer and Treasurer
Thomas W. Williams, Jr. (Principal Financial Officer and
Principal Accounting Officer)
/s/ Alan J. Dabbiere Chairman of the Board September 5, 2001
- ------------------------------------
Alan J. Dabbiere
/s/ Brian J. Cassidy Director September 5, 2001
- ------------------------------------
Brian J. Cassidy
/s/ John R. Hardesty Director September 5, 2001
- ------------------------------------
John R. Hardesty
/s/ John J. Huntz, Jr. Director September 5, 2001
- ------------------------------------
John J. Huntz, Jr.
/s/ Thomas E. Noonan Director September 5, 2001
- ------------------------------------
Thomas E. Noonan
/s/ Deepak Raghavan Director September 5, 2001
- ------------------------------------
Deepak Raghavan
-5-
6
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 Articles of Incorporation of the Registrant (Incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (File
No. 333-47095), filed with the Commission on February 27, 1998).
4.2 Bylaws of the Registrant (Incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (File No. 333-47095), filed
with the Commission on February 27, 1998).
4.3 Manhattan Associates, Inc. Stock Incentive Plan (Incorporated by reference to
Exhibit 10.10 to the Registrant's Registration Statement on Form S-1 (File
No. 333-47095) filed on February 27, 1998).
4.4 First Amendment to the Manhattan Associates, Inc. 1998 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.22 to the Registrant's Annual Report
for the period ended December 31, 1998 (File No. 000-23999) filed on
March 31, 1999).
4.5 Second Amendment to the Manhattan Associates, Inc. 1998 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.23 to the Registrant's Annual Report
for the period ended December 31, 1998 (File No. 000-23999) filed on March
31, 1999).
4.6 Third Amendment to the Manhattan Associates, Inc. 1998 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.24 to the Registrant's Annual Report
for the period ended December 31, 1998 (File No. 000-23999) filed on March
31, 1999).
4.7 Fourth Amendment to the Manhattan Associates, Inc. 1998 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.25 to the Registrant's Annual Report
for the period ended December 31, 1999 (File No. 000-23999) filed on March
30, 2000).
4.8 Fifth Amendment to the Manhattan Associates, Inc. 1998 Stock Incentive Plan.
5.1 Opinion of Morris, Manning & Martin, LLP as to the legality of the securities
being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Morris, Manning & Martin, LLP (included in Exhibit 5.1).
24.1 Power of Attorney (following signature page).
-6-