1
SUPPLEMENT NO. 3 TO PROSPECTUS DATED MARCH 12, 2001
[MANUGISTICS LOGO]
$250,000,000
5% CONVERTIBLE SUBORDINATED NOTES DUE 2007 AND
COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES
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This is a third supplement to the Prospectus dated March 12, 2001 (the
"Prospectus"), relating to $250,000,000 principal amount of our 5% Convertible
Subordinated Notes due 2007 (the "Notes") and the shares of our common stock
issuable upon conversion of the Notes.
The table in the "Selling Holders" section on pages 19-21 of the Prospectus
is hereby supplemented by the addition of the following:
SHARES OF
PRINCIPAL AMOUNT COMMON STOCK
OF NOTES ISSUABLE UPON
BENEFICIALLY OWNED CONVERSION OF
SELLING HOLDER AND OFFERED NOTES(1)
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Ariston Internet Convertible Fund................ $25,000 567
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Total.................................. $25,000 567
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(1) Based upon an initial conversion rate of approximately 22.695 shares of
common stock per $1,000 principal amount of Notes and a cash payment in lieu
of any fractional interest.
All of the other portions of the Prospectus, as previously supplemented,
remain unchanged.
The date of this Supplement No. 3 is April 10, 2001