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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 10, 2005
MANHATTAN ASSOCIATES, INC.
(Exact Name of Registrant as Specified in Its Charter)
GEORGIA 0-23999 58-2373424
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
Incorporation or organization)
2300 WINDY RIDGE PARKWAY, SUITE 700, ATLANTA, GEORGIA
30339
(Address of Principal Executive Offices)
(Zip Code)
(770) 955-7070
(Registrant's telephone number, including area code)
NONE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing in intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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MANHATTAN ASSOCIATES, INC.
FORM 8-K
CURRENT REPORT
TABLE OF CONTENTS
Page
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Item 1.01 Entry Into a Material Definitive Agreement 3
Item 9.01 Financial Statements and Exhibits 3
Signature 4
Exhibit Index 5
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On August 10, 2005, Manhattan Associates, Inc. (NASDAQ: MANH), a Georgia
corporation (the "Company" or "Manhattan"), entered into a definitive agreement
(the "Agreement") to acquire Evant, Inc., a California corporation ("Evant"), a
provider of supply chain planning and replenishment solutions. Privately held
and based in San Francisco and Atlanta, Evant provides solutions to more than 60
companies in the retail, manufacturing and wholesale distribution industries.
The transaction has been approved by both the Manhattan board of directors and
the Evant board of directors. The acquisition is subject to the customary
closing conditions and is expected to close on or before September 30, 2005.
Under the terms of the Agreement, Manhattan will pay approximately $50 million
in cash for Evant.
On August 15, 2005, Manhattan and Evant amended the Agreement to adjust
the method by which a portion of the merger consideration will be paid by Evant
to certain of its employees under an pre-existing bonus arrangement. The
amendment does not change the terms of the transaction as they relate to
Manhattan.
A copy of the press release is attached as Exhibit 99.1 and incorporated
herein by this reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
2.1 Agreement and Plan of Merger, by and among Manhattan Associates,
Inc., Madison Acquisition Corp., Evant, Inc. and Ted Schlein, as
Shareholder Representative, dated August 10, 2005.
2.2 Voting Agreement, by and between Manhattan Associates, Inc. and
the shareholders of Evant, Inc., dated August 10, 2005.
2.3 Amendment Number 1 to Agreement and Plan of Merger, by and among
Evant, Inc., Manhattan Associates, Inc., Madison Acquisition
Corp. and Ted Schlein, as Shareholder Representative, dated as of
August 15, 2005.
99.1 Press Release, dated August 11, 2005.
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
MANHATTAN ASSOCIATES, INC.
By: /s/ Steven R. Norton
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Steven R. Norton
Senior Vice President and Chief
Financial Officer
Dated: August 16, 2005
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
2.1 Agreement and Plan of Merger, by and among Manhattan Associates, Inc.,
Madison Acquisition Corp., Evant, Inc. and Ted Schlein, as Shareholder
Representative, dated August 10, 2005.
2.2 Voting Agreement, by and between Manhattan Associates, Inc. and the
shareholders of Evant, Inc., dated August 10, 2005.
2.3 Amendment Number 1 to Agreement and Plan of Merger, by and among Evant,
Inc., Manhattan Associates, Inc., Madison Acquisition Corp. and Ted
Schlein, as Shareholder Representative, dated as of August 15, 2005.
99.1 Press Release, dated August 11, 2005.