Securities And Exchange Commission

Washington, DC 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): September 1, 2005

Manhattan Associates, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Georgia (State or Other Jurisdiction of Incorporation or organization)		0-23999 (Commission File Number)		58-2373424 (I.R.S. Employer Identification No.)

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 is 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))

 

 

MANHATTAN ASSOCIATES, INC.
FORM 8-K
CURRENT REPORT

TABLE OF CONTENTS

				Page
Item 2.01		Completion of Acquisition or Disposition of Assets			3
Item 9.01		Financial Statements and Exhibits			3
Signature					5
Exhibit Index					6

Item 2.01 Completion of Acquisition or Disposition of Assets.

     On August 31, 2005, Manhattan Associates, Inc. (NASDAQ: MANH), a Georgia corporation (the “Company” or “Manhattan”), completed its acquisition of Evant, Inc., a California corporation (“Evant”), pursuant to the Agreement and Plan of Merger by and between Manhattan Associates, Inc., a Georgia corporation (“Buyer”), Madison Acquisition Corp., a California corporation (“Merger Sub”), Evant, and Ted Schlein (the “Shareholder Representative”), dated August 10, 2005 (the “Merger Agreement”), as amended pursuant to Amendment No. 1 to Merger Agreement, dated as of August 15, 2005 (“Amendment No. 1”, collectively, the “Merger Agreement”) (the “Acquisition”). Pursuant to the terms of the Merger Agreement, Manhattan paid an aggregate of approximately $50 million in cash, a portion of which is to be held in escrow for up to 14 months. The purchase price was determined through arms-length negotiations between the parties and the cash portion was paid from Manhattan’s available cash funds. The foregoing description of the Acquisition is qualified in its entirety by reference to the complete text of the Merger Agreement, which was previously furnished as Exhibit 2.1 to Manhattan’s Current Report on Form 8-K, filed on August 16, 2005.

     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)

Financial Statements of Business Acquired.

     It is impracticable to provide all of the required financial statements for Evant at this time. The Company will file such financial statements to this Current Report on Form 8-K as soon as practicable, but no later than 71 days after the date of this Current Report on Form 8-K is filed.

(b)

Pro forma Financial Information.

     It is impracticable to provide the required pro forma financial statements for Evant at this time. The Company will file such pro forma financial statements to this Current Report on Form 8-K as soon as practicable, but no later than 71 days after the date of this Current Report on Form 8-K is filed.

(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. (Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K (File No. 000-23999), filed on August 16, 2005).
	2.2		Voting Agreement, by and between Manhattan Associates, Inc. and the shareholders of Evant, Inc., dated August 10, 2005. (Incorporated by reference to Exhibit 2.2 to the Company’s Form 8-K (File No. 000-23999), filed on August 16, 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. (Incorporated by reference to Exhibit 2.3 to the Company’s Form 8-K (File No. 000-23999), filed on August 16, 2005).
	99.1		Press Release, dated September 1, 2005, announcing the Acquisition.

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.

Dated: September 6, 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. (Incorporated by reference to Exhibit 2.1 to the Company’s Form 8-K (File No. 000-23999), filed on August 16, 2005).
2.2		Voting Agreement, by and between Manhattan Associates, Inc. and the shareholders of Evant, Inc., dated August 10, 2005. (Incorporated by reference to Exhibit 2.2 to the Company’s Form 8-K (File No. 000-23999), filed on August 16, 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. (Incorporated by reference to Exhibit 2.3 to the Company’s Form 8-K (File No. 000-23999), filed on August 16, 2005).
99.1		Press Release, dated September 1, 2005, announcing the Acquisition.

EXHIBIT 99.1

Investor Relations Contact:

Matt Roberts
Investor Relations/Business Analysis Director, Manhattan Associates
678.597.7317
mroberts@manh.com

Media Relations Contact:

Michelle Meek
Outlook Marketing
312.873.3424
michelle@outlookmarketingsrv.com

Manhattan Associates Completes Acquisition of Evant

Expands Supply Chain Product Footprint to Include
Demand Planning & Forecasting and Replenishment

ATLANTA — Sept. 1, 2005 - Leading supply chain solutions provider, Manhattan Associates, Inc. (NASDAQ: MANH), announced that is has completed the acquisition of Evant, Inc., a provider of supply chain planning and replenishment solutions.

As stated in a press release dated August 11 announcing the signing of the definitive agreement, the transaction is expected to be approximately $0.02 dilutive to 2005 adjusted earnings per share for Manhattan Associates and $0.03 accretive to 2006 adjusted earnings per share. Initially the company expected the transaction to close on September 30. With the transaction now closed, some of the transition costs expected to be recognized in the fourth quarter will now be recognized in Manhattan Associates’ third quarter. As a result, it is expected that the acquisition will have a $0.01 dilutive impact on the third quarter results and a $0.01 dilutive impact on the fourth quarter results. At this time, it is not possible to estimate the impact of the transaction under Generally Accepted Accounting Principles (GAAP) due to the need to complete an independent appraisal of the net assets being acquired and the related purchase accounting adjustments.

About Manhattan Associates, Inc.
Manhattan Associates is a leading supply chain solutions provider. The company’s demand intelligence, advanced planning, supply chain planning, supply chain execution and business process platform capabilities enable its more than 1200 customers worldwide to enhance profitability, performance and competitive advantage. For more information, please visit www.manh.com.

This press release may contain “forward-looking statements” relating to Manhattan Associates, Inc. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are delays in product development, undetected software errors, competitive pressures, technical difficulties, market acceptance, availability of technical personnel, changes in customer requirements, risks of international operations and general economic conditions. Additional factors are set forth in “Safe Harbor Compliance Statement for Forward-Looking Statements” included as Exhibit 99.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004. Manhattan Associates undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results.