8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): March 31, 2005

I-many, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-30883	01-0524931
(Commission File Number)	(I.R.S. Employer Identification No.)
399 Thornall Street, 12th Floor, Edison, NJ	08837
(Address of Principal Executive Offices)	(Zip Code)

(207) 774-3244

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 obligations of the registrant under any of the following provisions (see General Instruction A.2 below):

¨ 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 14d-4(c) under the Exchange Act (17 CFR 240.14d-4(c))

Item 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

On March 31, 2005, the Agreement and Plan of Merger dated December 3, 2004 (the “Merger Agreement”) among the Registrant, Selectica, Inc., a Delaware corporation (“Selectica”), and Indigo Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Selectica, was terminated by the Registrant by written notice pursuant to the terms of the Merger Agreement. Under the terms of the terminated Merger Agreement, Selectica would have paid $1.55 per share in cash for all outstanding shares of the Registrant’s common stock, for a total transaction value of approximately $70 million. The termination followed the rejection of the Merger Agreement and the transactions contemplated in it by the shareholders of the Registrant at a special meeting of shareholders held earlier the same day.

ITEM 9.01(c) EXHIBITS

99.1    Press release of I-many, Inc. dated March 31, 2005, regarding termination of the Agreement and Plan of Merger.

SIGNATURES

Pursuant to the requirements 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.

I-MANY, INC.
By:	/s/ Robert G. Schwartz, Jr.
	Robert G. Schwartz, Jr.
	Vice President and General Counsel

Dated: March 31, 2005

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Contact:	Kevin Harris
	I-many, Inc.
	732-452-1515
	Kharris@imany.com

I-many Shareholders Reject Merger with Selectica

EDISON, N.J – March 31, 2005—I-many, Inc. (NASDAQ:IMNY), the leading provider of advanced Enterprise Contract Management solutions for managing corporate commitments, reported that its shareholders voted today to reject the proposed sale of the company to Selectica, Inc. under the terms in the Agreement and Plan of Merger between the parties, entered into on December 3, 2004. Accordingly, the Agreement and Plan of Merger has been terminated.

I-many ceo and president A. Leigh Powell commented, “While our board and I supported the proposed transaction, we fully accept the vote of our shareholders, several of which have publicly announced their belief that the value of I-many exceeds the value of the proposed transaction. Given our strong performance in the fourth quarter of 2004, which included 9 new clients, $12.3 million of recognized and deferred new revenue, full year 2004 pro forma profitability, and outlook for continuing pro forma profitability this year, I believe we are well positioned for 2005. I look forward to helping I-many fulfill its vision and leading the rapidly growing market for Enterprise Contract Management and Corporate Commitment solutions.”

About I-many, Inc.

I-many, Inc. delivers advanced business solutions for managing corporate commitments. I-many solution suites comprehensively manage any type of commitment from contracts and obligations to payments and collections, maximizing revenue and delivering hard cost savings. For more information, visit the company at www.imany.com.

Forward Looking Statements

The statements contained in this release that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, including statements regarding future financial, operating and product results, and actual results may vary from those expressed or implied herein. Factors that could affect these results are set forth from time to time in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004 and other filings with the Securities and Exchange Commission. I-many undertakes no obligation to update the statements made in this press release.

Selectica is a trademark of Selectica, Inc. I-many is a trademark of I-many, Inc.