UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

(Mark One)

For the fiscal year ended December 31, 2018

OR

For the transition period from                      to                     

Commission File Number: 000-23999

 

Manhattan Associates, Inc.

(Exact name of registrant as specified in its charter)

 

 

Registrant’s telephone number, including area code: (770) 955-7070

Securities registered pursuant to Section 12(b) of the Act:

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☑    No  ☐

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ☐    No  ☑

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☑    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☑    No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐    No  ☑

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant as of June 30, 2018 was $3,091,365,142, which was calculated based upon a closing sales price of $47.01 per share of the Common Stock as reported by the Nasdaq Global Select Market on the same day. As of January 31, 2019, the Registrant had outstanding 65,017,683 shares of Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

The Registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders to be held May 14, 2019 is incorporated by reference in Part III of this Form 10-K to the extent stated herein.

 

 

 

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EXPLANATORY NOTE

Manhattan Associates, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend its Annual Report on Form 10-K for the year ended December 31, 2018 (the “Original Form 10-K”), which was filed with the Securities and Exchange Commission on February 8, 2019. The purpose of this Amendment is to amend the table included in the section titled “Purchase of Equity Securities” in Part II, “Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities” (“Item 5”) of the Company’s Original Form 10-K. In the table in the Original Form 10-K, the Company inadvertently presented the amounts paid on share repurchases instead of the number of shares repurchased in the column heading “Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs.” This Amendment amends such disclosure to present the number of shares repurchased.

 

In addition, this Amendment amends Item 15 of Part IV of the Original Form 10-K to include new certifications by the Company’s principal executive officer (Exhibit 31.1) and principal financial officer (Exhibit 31.2) under Section 302 of the Sarbanes-Oxley Act of 2002 as required by Rule 12b-15 under the Securities Exchange Act of 1934.

Except for the foregoing, this Amendment does not reflect events occurring after the filing of the Original Form 10-K, does not update disclosures contained in the Form 10-K and does not modify or amend the Form 10-K.  Accordingly, this Amendment should be read in conjunction with the Original Form 10-K.

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PART II

 

 

Market for Common Stock

Our common stock is traded on the Nasdaq Global Select Market under the symbol “MANH.” The number of registered shareholders of record of our common stock as of January 30, 2019 was approximately 13. The number of record holders does not include persons who held our common stock in nominee or “street name” accounts through brokers.

We do not intend to declare or pay cash dividends in the foreseeable future. Our management anticipates that all earnings and other cash resources, if any, will be retained for investment in our business.

Equity Compensation Plan Information

In the following table, we provide information regarding our current equity compensation plans as of December 31, 2018:

 

You may find additional information regarding our equity compensation plans in Note 2 of the Notes to our Consolidated Financial Statements.

Purchase of Equity Securities

In the following table, we provide information regarding our common stock repurchases under our publicly-announced share repurchase program for the quarter ended December 31, 2018. All repurchases related to the share repurchase program were made on the open market.

 

In 2018, we repurchased a total of 3,147,466 shares at an average price per share of $45.52 under our publicly-announced share repurchase program. In January 2019, our Board of Directors authorized us to repurchase up to an aggregate of $50 million of our common stock.

 

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PART IV

 

 

The response to this item is submitted as a separate section of the Original Form 10-K. See Item 8 of the Original Form 10-K.

The financial statement schedule is filed as a part of the Original Form 10-K.

3. Exhibits.

See (b) below.

 

 

 

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EXHIBIT INDEX

The following exhibits are filed or incorporated by reference herein.

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

 

Date: March 15, 2019

 

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(a), AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Eddie Capel, certify that:

 

Dated this 15th day of March, 2019

 

 

 

 

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a)/15d-14(d), AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dennis B. Story, certify that:

 

Dated this 15th day of March, 2019