SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 24, 2002
MANUGISTICS GROUP, INC.
(Exact name of issuer as specified in its charter)
Delaware 0-22154 52-1469385
(STATE OR OTHER JURISDICTION OF (COMMISSION (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NUMBER)
9715 Key West Avenue
Rockville, Maryland 20850
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES AND ZIP CODE)
(301) 255-5000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
Before the opening of trading on October 25, 2002, Manugistics Group,
Inc. (the "Company") issued a press release announcing the appointment of
William H. Janeway of Warburg Pincus LLC to the Company's Board of Directors.
The Company also announced that Dr. Hau Lee had stepped down from its Board of
Directors. A copy of the press release appears as Exhibit 99 to this Report and
is incorporated herein by reference.
The Company also announced in its press release that, in connection with
Dr. Janeway's appointment to the Board, the Company had consented to the
acquisition of up to 19.9 % of the common stock of the Company by Warburg Pincus
Private Equity VIII, L.P. and certain of its affiliates, which currently hold an
aggregate of 10.9 % of the Company's common stock. The Company granted the
consent under the terms and conditions of a Standstill Agreement dated October
24, 2002 with Warburg Pincus Private Equity VIII, L.P. A copy of the
Standstill Agreement appears as Exhibit 10 to this Report and is incorporated
herein by reference.
This contains forward-looking statements that involve risks and
uncertainties that include, among others, continuing economic and political
uncertainty, the timing and degree of business recovery, anticipated losses,
unpredictability of future revenues, potential fluctuations in quarterly
operating results, unexpected competition, risks related to quarterly
performance, risks of new business areas, international expansion, business
combinations and strategic alliances, lengthening of sales cycles for software
products and services, and the effectiveness of the cost reduction efforts
undertaken by Manugistics and their impact on the company's ability to operate
its business. A decreased demand for enterprise application software due to
weakened economic conditions could result in decreased revenues or lower revenue
growth rates. More information about factors that potentially could affect
Manugistics' financial results is included in Manugistics filings with the
Securities and Exchange Commission, including its Annual Report on Form 10-K for
the year ended February 28, 2002 and Quarterly Report on Form 10-Q for the
quarter ended August 31, 2002. Manugistics assumes no obligation to update the
forward-looking information contained in this announcement
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following are filed as Exhibits to this Report:
Exhibit Number Description
-------------- -----------
10 Standstill Agreement, dated October 24, 2002, between
Manugistics Group, Inc. and Warburg Pincus Private
Equity VIII, L.P.
99 Press Release dated October 25, 2002.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Rockville, State of
Maryland, on the 25th day of October, 2002.
MANUGISTICS GROUP, INC.
By: /s/ Raghavan Rajaji
-------------------
Raghavan Rajaji
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
10 Standstill Agreement, dated October 24, 2002, between
Manugistics Group, Inc. and Warburg Pincus Private
Equity VIII, L.P.
99 Press Release dated October 25, 2002.