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): January 14, 2003
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
On January 14, 2003, Manugistics Group, Inc. (the "Company") entered
into a one year unsecured revolving credit facility with Silicon Valley Bank
("SVB") for $20.0 million. Under the terms of this credit facility, the Company
may request cash advances, letters of credit, or both. The credit facility
requires the Company to comply with the following financial covenants: (i)
minimum tangible net worth (defined as stockholders equity plus convertible debt
less goodwill, capitalized software costs and other intangible assets) must be
greater than $155.0 million as of November 30, 2002 (a requirement which the
Company has satisfied) and greater than $150.0 million as of February 28, 2003,
with the amount of the net worth required for subsequent fiscal quarters to be
agreed to by SVB during the first quarter of fiscal 2004; and (ii) a ratio of
(a) cash and cash equivalents deposited with SVB and its affiliates plus
accounts receivables to (b) current liabilities, plus long term indebtedness to
SVB and outstanding letters of credit minus deferred revenue of at least 2.0 to
1.0.
In addition, the credit facility requires the Company to maintain $70.0
million in funds with SVB and its affiliates. The credit facility also restricts
the amount of additional debt the Company can incur and restricts the amount of
cash that the Company can use for acquisitions and for the repurchase of
convertible debt. The Company may terminate the facility at any time upon
repayment of any advances and the posting of cash collateral for any outstanding
letters of credit. Under the credit facility, SVB has the right to obtain a lien
on all of the Company's assets, other than Intellectual Property, upon an
occurrence of default, unless the Company terminates the facility as provided
above. The credit facility also provides that, upon an event of default, the
Company is prohibited from paying a cash dividend to its shareholders.
The Company's credit facility with the Bank of America ("BOA") expires
on February 26, 2003. The Company anticipates replacing outstanding letters of
credit issued by BOA with letters of credit to be issued by SVB by the end of
its current fiscal year, February 28, 2003. As a result of replacing the BOA
letters of credit with SVB letters of credit, the cash restrictions under the
BOA credit facility (which presently restricts $14.1 million) will be
eliminated.
The foregoing description of the SVB credit facility is qualified in
its entirety by the loan agreement filed as exhibit 10.1 hereto.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following is filed as an Exhibit to this Report:
Exhibit Number Description
-------------- -----------
10.1 Loan Agreement by and between Manugistics Group,
Inc., Manugistics, Inc., and Manugistics
Atlanta, Inc. as Borrowers and Silicon Valley
Bank as Bank January 14, 2003.
10.2 Revolving Promissory Note by and between
Manugistics Group, Inc., Manugistics, Inc., and
Manugistics Atlanta, Inc. and Silicon Valley
Bank, dated January 14, 2003.
10.3 Loan Modification Agreement by and between
Manugistics Group, Inc., Manugistics, Inc., and
Manugistics Atlanta, Inc. and Silicon Valley
Bank, dated January 14, 2003.
This Report contains a forward-looking statement regarding the status of the
Company's letters of credit under its credit facility with Bank of America. Such
forward-looking statement is subject to the risk and uncertainty that the
Company is unable to replace the outstanding letters of credit under the Bank of
America credit facility. More information about factors that potentially could
affect the Company's financial results is included in the Company's filings with
the Securities and Exchange Commission, including its Annual Report on Form 10-K
for the year ended February 28, 2002 and its Form 10-Q for the period ended
November, 30, 2002. Except to the extent legally obligated to do so, the Company
assumes no obligation to update the forward-looking information contained in
this announcement.
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EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
10.1 Loan Agreement by and between Manugistics Group,
Inc., Manugistics, Inc., and Manugistics
Atlanta, Inc. as Borrowers and Silicon Valley
Bank as Bank January 14, 2003.
10.2 Revolving Promissory Note by and between
Manugistics Group, Inc., Manugistics, Inc., and
Manugistics Atlanta, Inc. and Silicon Valley
Bank, dated January 14, 2003.
10.3 Loan Modification Agreement by and between
Manugistics Group, Inc., Manugistics, Inc., and
Manugistics Atlanta, Inc. and Silicon Valley
Bank, dated January 14, 2003.
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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 16th day of January, 2003.
MANUGISTICS GROUP, INC.
By: /s/ Raghavan Rajaji
---------------------------------
Raghavan Rajaji
Executive Vice President and
Chief Financial Officer
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