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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 4)1
MANHATTAN ASSOCIATES, INC.
Common Stock, $.01 par value per
share
562750 10 9
December 31, 2002
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
o Rule 13d-1 (c)
x Rule 13d-1 (d)
(1) The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).
| 13G | ||||||
| CUSIP No. 562750 10 9 | ||||||
| 1. | Name of Reporting
Person: Pegasys Systems Incorporated 22-2974064 |
I.R.S. Identification Nos. of above
persons (entities only): |
||||
| 2. | Check the Appropriate Box if a Member of a Group: | |||||
| (a) | o | |||||
| (b) | o | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of
Organization: New Jersey |
|||||
| Number
of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting
Power: 4,874,124 | |||||
| 6. | Shared Voting Power: 0 | |||||
| 7. | Sole Dispositive Power: 4,874,124 | |||||
| 8. | Shared Dispositive Power: 0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
4,874,124 |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain
Shares: o |
|||||
| 11. | Percent of Class Represented by Amount in Row
(9): 16.6% | |||||
| 12. | Type of Reporting Person: CO | |||||
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13G
CUSIP No. 562750 10 9
| Item 1. | |||
| (a) | Name of Issuer: | ||
| Manhattan Associates, Inc. | |||
| (b) | Address of Issuer's Principal Executive Offices: | ||
| 2300 Windy Ridge Parkway, Suite 700 Atlanta, GA 30339 |
|||
| Item 2. | |||
| (a) | Name of Person Filing: | ||
| Pegasys Systems Incorporated | |||
| (b) | Address of Principal Business Office or, if none, Residence: | ||
| 2300 Windy Ridge Parkway, Suite 700 Atlanta, GA 30339 |
|||
| (c) | Citizenship: | ||
| New Jersey Corporation | |||
| (d) | Title of Class of Securities: | ||
| Common Stock, $.01 par value per share | |||
| (e) | CUSIP Number: | ||
| 562750 10 9 | |||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
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13G
CUSIP No. 562750 10 9
| Item 4. | Ownership. | ||
| (a) | Amount beneficially owned: | ||
| 4,874,124 | |||
| (b) | Percent of class: | ||
| 16.6% | |||
| (c) | Number of shares as to which the person has: | ||
| (i) | Sole power to vote or to direct the vote: | ||
| 4,874,124 | |||
| (ii) | Shared power to vote or to direct the vote: | ||
| 0 | |||
| (iii) | Sole power to dispose or to direct the disposition of: | ||
| 4,874,124 | |||
| (iv) | Shared power to dispose or to direct the disposition of: | ||
| 0 | |||
| Item 5. | Ownership of Five Percent or Less of a Class. | ||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. | |||
| Instruction. Dissolution of a group requires a
response to this item. Not Applicable. | |||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | ||
| If any other person is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, such securities, a statement to that effect should be included
in response to this item and, if such interest relates to more than five percent
of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the
beneficiaries of an employee benefit plan, pension fund or endowment fund is not
required. Not applicable. | |||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. | ||
| If a parent holding company has filed this
schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and
attach an exhibit stating the identity and the Item 3 classification of the
relevant subsidiary. If a parent holding company has filed this schedule
pursuant to Rule 13d-1(c), attach an exhibit stating the identification of the
relevant subsidiary. Not applicable. | |||
| Item 8. | Identification and Classification of Members of the Group. | ||
| If a group has filed this schedule, pursuant
to Rule 13d-1(b)(ii)(J), so indicate under Item 3(h) and attach an exhibit
stating the identity and Item 3 classification of each member of the group. If a
group has filed this schedule pursuant to Rule 13d-1(d), attach an exhibit
stating the identification of each member of the group. Not applicable. | |||
| Item 9. | Notice of Dissolution of Group. | ||
| Notice of dissolution of a group may be
furnished as an exhibit stating the date of the dissolution and that all further
filings with respect to transactions in the security reported on will be filed,
if required, by members of the group, in their individual capacity. See Item 5.
Not applicable. | |||
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| CUSIP No. 562750 10 9 | 13G |
| Item 10. | Certification. | ||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: | February 14, 2003 |
| Company Name(s): | |
| Pegasys Systems Incorporated A New Jersey Corporation |
|
| By: | /s/ Alan J. Dabbiere |
| Name: | Alan J. Dabbiere |
| Title: | Chairman |
The original statement
shall be signed by each person on whose behalf the statement is filed or his
authorized representative. If the statement is signed on behalf of a person by
his authorized representative (other than an executive officer or general
partner of the filing person), evidence of the representatives authority to sign
on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the
Commission may be incorporated by reference. The name and title of each person
who signs the statement shall be typed or printed beneath his signature.
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties for whom copies are to be sent. Attention. Intentional misstatements
or omissions of fact constitute federal criminal violations (see 18 U.S.C.
1001).
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