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 15, 2006

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)

(800) 832-0228

(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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 31, 2006, I-many, Inc. (the “Company”) issued a press release announcing financial results for the fiscal quarter and year ended December 31, 2005 (the “Financial Release”). The Company is filing this Current Report on Form 8-K to update certain financial information included in the Financial Release. Specifically, the Company has reversed and deferred $673,000 that, in the Financial Release, had previously been included in 2005 revenue.

A copy of the Company’s revised Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, and Reconciliation of Value of License Transactions to Reportable Product Revenue is attached as an exhibit to this Current Report on Form 8-K and is incorporated herein by reference. These financial

The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

ITEM 9.01(d) EXHIBITS

99.1 Condensed Consolidated Balance Sheets as of December 31, 2005 and 2004, Condensed Consolidated Statements of Operations for the years and quarters ended December 31, 2005 and 2004 and Reconciliation of Value of License Transactions to Reportable Product Revenue for the years and quarters ended December 31, 2005 and 2004.

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

March 15, 2006

EX-99.1

Exhibit 99.1

I-MANY, INC.

Condensed Consolidated Balance Sheets

(in thousands)

	December 31, 2005		December 31, 2004
Assets
Current Assets:
Cash and cash equivalents	$	16,805	$	6,098
Restricted cash		—		161
Short-term investments and available for sale securities		—		14,610
Accounts receivable		9,577		9,964
Other current assets		845		518
Total current assets		27,227		31,351
Property and equipment, net		1,188		1,300
Restricted cash		555		663
Other assets		122		120
Acquired intangible assets, net		713		2,097
Goodwill		8,667		8,667
Total assets	$	38,472	$	44,198
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	5,618	$	6,571
Current portion of deferred revenue		12,194		9,975
Capital lease obligations		8		160
Total current liabilities		17,820		16,706
Deferred revenue, net of current portion		1,242		275
Other long-term liabilities		1,054		1,347
Stockholders’ equity		18,356		25,870
Total liabilities and stockholders’ equity	$	38,472	$	44,198

I-MANY, INC.

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)

(Unaudited)

	Three months ended December 31,						Twelve months ended December 31,
	2005			2004			2005			2004
Net Revenues:
Product	$	2,155		$	2,934		$	6,279		$	11,275
Services		6,071			6,587			26,297			27,138
Total net revenues		8,226			9,521			32,576			38,413
Operating Expenses:
Cost of third party technology		226			332			520			832
Cost of services		3,399			3,476			14,764			14,733
Amortization of acquired intangible assets		343			378			1,384			1,465
Sales and marketing		2,449			2,685			8,626			9,020
Research and development		2,540			2,995			11,267			11,874
General and administrative		1,206			1,631			4,819			5,552
Depreciation		205			253			796			917
In-process research and development		—			—			—			290
Restructuring and other charges (credits)		15			(25	)		(10	)		1,346
Total operating expenses		10,383			11,725			42,166			46,029
Loss from operations		(2,157	)		(2,204	)		(9,590	)		(7,616	)
Other income, net		103			77			285			244
Loss before income taxes		(2,054	)		(2,127	)		(9,305	)		(7,372	)
Benefit from income taxes		0			0			0			(82	)
Net loss	($	2,054	)	($	2,127	)	($	9,305	)	($	7,290	)
Basic and diluted net loss per common share	($	0.04	)	($	0.05	)	($	0.21	)	($	0.18	)
Weighted average shares outstanding		46,340			42,241			44,548			41,367

Reconciliation of Value of License Transactions to Reportable Product Revenue

	Three months ended December 31,				Twelve months ended December 31,
	2005		2004		2005		2004
	(AMOUNTS IN THOUSANDS)
Gross value of license contracts sold:
Health and Life Sciences	$	3,599	$	3,886	$	10,818	$	8,477
Industry Solutions		138		1,617		2,282		3,071
		3,737		5,503		13,100		11,548
Add product revenue recorded in current quarter from contracts sold in prior periods:
Health and Life Sciences—subscriptions		325		69		926		102
Health and Life Sciences—other deferrals		0		289		1,476		3,428
Industry Solutions—subscriptions		35		0		35		0
Industry Solutions—other deferrals		0		0		0		794
		360		358		2,437		4,324
Less value of license contracts sold in current quarter and deferred to future periods:
Health and Life Sciences		1,907		2,802		7,840		3,922
Industry Solutions		35		125		1,418		675
		1,942		2,927		9,258		4,597
Product revenue recorded:
Health and Life Sciences		2,017		1,442		5,380		8,085
Industry Solutions		138		1,492		899		3,190
	$	2,155	$	2,934	$	6,279	$	11,275

CONTACT:

I-many, Inc.

Kevin Harris, 732-452-1515

kharris@Imany.com

or

Investor Relations:

Liolios Group, Inc.

Scott Liolios, 949-574-3860

scott@liolios.com

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