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UNITED STATES
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): February 21, 2006
MANHATTAN ASSOCIATES, INC.
(Exact Name of Registrant as Specified in Charter)
GEORGIA 0-23999 58-2373424
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) 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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ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On February 21, 2006, Manhattan Associates, Inc. (the "Company") entered
into an executive employment agreement (the "Employment Agreement") with Dennis
B. Story, pursuant to which Mr. Story will serve as the Senior Vice President
and Chief Financial Officer of the Company, effective March 15, 2006. Mr. Story,
age 42, currently serves as the senior vice president of finance for Fidelity
National Information Services, Inc. (NYSE: FIS). Mr. Story was previously senior
vice president of finance for Certegy, Inc., an Atlanta based financial services
company, which merged with Fidelity National Information Services, Inc. in
February 2006. Prior to Certegy, Mr. Story served as chief financial officer of
NewRoads Inc., a privately-owned logistics provider from September 2003 to
September 2004, and senior vice president and corporate controller of Equifax
Inc. from 2000 until August 2003.
Pursuant to the Employment Agreement, Mr. Story is entitled to receive an
annual base salary of $255,000, with a performance related bonus targeted at
$178,500 per year based on specific criteria as stated in his employment
agreement. In addition, Mr. Story will receive stock option grants totaling
175,000 shares. All of the options will vest upon a change in control of the
Company. Under the Employment Agreement, Mr. Story has agreed to assign to the
Company all patents, copyrights and other intellectual property developed by him
in the course of his employment. In addition, under the Employment Agreement and
a related Severance and Non-Competition Agreement (the "Severance Agreement"),
Mr. Story has agreed not to solicit the Company's customers for a period of one
year following any termination. Under the Severance Agreement, Mr. Story is
eligible to receive 12 months of his base salary in the event of termination as
defined in the agreement. A copy of the Employment Agreement and the Severance
Agreement are attached as Exhibits 10.1 and 10.2, respectively.
Steve Norton, the Company's current Chief Financial Officer, has expressed
a desire to change career paths and has agreed to remain with the Company
through March 31, 2006 to assist in the transition.
On February 21, 2006, the Company issued a press release regarding the
Employment Agreement, the Severance Agreement and related matters. A copy of the
press release is attached as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
10.1 Executive Employment Agreement by and between Manhattan
Associates, Inc. and Dennis B. Story, effective as of
February 18, 2006.
10.2 Severance and Non-Competition Agreement by and between
Manhattan Associates, Inc. and Dennis B. Story, effective as
of February 18, 2006.
99.1 Press Release, dated February 21, 2006.
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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/ Peter F. Sinisgalli
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Peter F. Sinisgalli
President and Chief Executive Officer
Dated: February 21, 2006
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INDEX TO EXHIBITS
10.1 Executive Employment Agreement by and between Manhattan Associates,
Inc. and Dennis B. Story, effective as of February 18, 2006.
10.2 Severance and Non-Competition Agreement by and between Manhattan
Associates, Inc. and Dennis B. Story, effective as of February 18,
2006.
99.1 Press Release, dated February 21, 2006.
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