UNITEDTable STATESof Contents

UNITED STATES 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:~~report ~~August~~(Date 8,of ~~2003~~earliest ~~(August~~event 6reported): October 22, 2003)

~~(Date~~iMANAGE, ~~of earliest event~~INC. ~~reported)~~

~~iMANAGE,~~(Exact ~~INC.~~name of registrant as specified in its charter)

(Exact name of Registrant as Specified in its Charter)


Delaware	0-28041	36-4043595
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation)

Delaware		0-28041		36-4043595
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

950 Tower Lane
Foster City, California 94404
(Address of principal executive offices)

950 Tower Lane, Foster City, California		94404
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 577-6500

Not Applicable (~~650)~~Former ~~577-6500~~name or former address, if changed since last report)

~~(Registrant’s~~TABLE ~~telephone~~OF ~~number, including area code)~~ CONTENTS

Item 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE.


	Item 9. Regulation FD Disclosure
	Item 12. Results of Operations and Financial Condition
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

OnTable August 6, 2003, iManage, Inc., a Delaware corporation (“iManage”) announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) dated as of August 6, 2003, with Interwoven, Inc., a Delaware corporation (“Interwoven”) and Mahogany Acquisition Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Interwoven (“Merger Sub”). Pursuant to the terms and conditions of the Merger Agreement, iManage will be merged with and into Merger Sub, with Merger Sub being the surviving corporation and becoming a direct wholly-owned subsidiary of Interwoven (the “Merger”). At the effective time of the Merger each issued and outstanding share of common stock of iManage, par value $0.001 per share (“iManage Common Stock”) will be converted into the right to receive 2.0943 shares of Interwoven common stock (“Exchange Ratio”) and $1.20 in cash, without interest. In addition, each outstanding option to purchase shares of iManage Common Stock will be assumed by Interwoven and converted into an option to purchase shares of Interwoven common stock, in a number and at an exercise price appropriately adjusted to reflect a modified version of the Exchange Ratio, which equals 2.0943 plus the fraction of (a) $1.20 divided by (b) the 5-day trailing average of the closing price of Interwoven common stock as reported on the NASDAQ National Market as of the trading day immediately preceding the date on which the transaction is completed. Contents

InItem ~~connection with the execution of the Merger Agreement, each of Mr~~9. ~~Mahmood~~Regulation ~~Panjwani, President~~FD and Chief Executive Officer, Mr. Rafiq R. Mohammadi, Vice President and Chief Technical Officer and Mr. Moez Virani, a Director, has agreed to vote all his shares of iManage Common Stock in favor of approval and adoption of the Merger Agreement and approval of the Merger. Certain Interwoven stockholders have agreed to vote all their shares of Interwoven common stock in favor of the issuance of Interwoven common stock pursuant to the Merger. Disclosure

~~Copies~~ Pursuant ofto the ~~Merger~~interim ~~Agreement~~guidance ~~attached~~provided ~~hereto~~in asSecurities ~~Exhibit 2.1~~ and ~~the joint press release~~Exchange ~~issued~~Commission onRelease ~~August 6~~No. 33-8216, ~~2003 announcing~~ the ~~execution~~disclosure ofin ~~the~~this ~~Merger~~Current ~~Agreement~~Report ~~attached~~on ~~hereto~~Form 8-K asis ~~Exhibit~~being ~~99.1~~furnished ~~are~~under ~~incorporated~~Item 12 ~~herein~~of ~~by reference~~Form 8-K.

~~Item~~ iManage, 7Inc. ~~FINANCIAL~~ ~~STATEMENTS~~(the ~~AND~~“Company”) ~~EXHIBITS~~presents its income (loss) from operations, net income (loss) and net income (loss) per share on a pro forma basis excluding certain items that are not measures of performance under accounting principles generally accepted in the United States of America. These items may include one-time restructuring and other similar charges as well as costs relating to amortization of stock-based compensation and intangible assets. Management uses these measures in comparing the Company’s historical performance and believes that these measures provide meaningful and comparable information to customers, customer prospects, partners and investors to assist in their review of the Company’s performance relative to prior periods and its competitors. These pro forma measures are particularly important at a time when many public enterprise software companies are experiencing severe liquidity issues and a lack of operating capital. Pro forma financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with accounting principles generally accepted in the United States of America, and pro forma financial measures as reported by the Company may not be comparable to similarly titled items reported by other companies.

~~(c)~~ The ~~Exhibits~~accompanying press release include schedules that reconcile the Company’s consolidated statement of operations prepared in accordance with generally accepted accounting principles to its results on a pro forma basis for the three- and nine-month periods ended September 30, 2003 and 2002. For the third quarter ended September 30, 2003, the Company’s pro forma adjustments include the reversal of stock-based compensation expense of $46,000, amortization of intangible assets of $34,000, merger-related costs of $1.1 million primarily associated with the proposed transaction with Interwoven, Inc. and the related tax impact of these adjustments of $58,000. For the third quarter ended September 30, 2002, the Company’s pro forma adjustments include the reversal of stock-based compensation expense of $199,000 and amortization of intangible assets of $34,000. For the nine-month period ended September 30, 2003, the pro forma adjustments include the reversal of a lease termination fee of $987,000, merger-related costs of $1.1 million, amortization of stock-based compensation of $207,000, amortization of intangible assets of $104,000 and the related tax impact of $84,000. For the nine-month period ended September 30, 2002, the pro forma adjustments include the amortization of stock-based compensation of $434,000 and the amortization of intangible assets of $759,000.

2.1		Merger Agreement dated August 6, 2003, by and among Interwoven, Inc., iManage, Inc. and Mahogany Acquisition Corporation.
99.1		Joint press release of iManage, Inc. and Interwoven, Inc., issued on August 6, 2003.


Item 12.		Results of Operations and Financial Condition

~~SIGNATURES~~ On October 22, 2003, iManage, Inc. issued a press release announcing its financial results for the quarter and nine-month period ended September 30, 2003. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

PursuantTable 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 hereunto duly authorized. Contents

		iMANAGE, INC. (Registrant)
Date: August 8, 2003	By:	/s/ JOHN E. CALONICO, JR.
		John E. Calonico, Jr. Vice President and Chief Financial Officer

SIGNATURES

~~EXHIBIT~~ Pursuant ~~INDEX~~to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

2.1	Merger Agreement dated August 6, 2003, by and among Interwoven, Inc., iManage, Inc. and Mahogany Acquisition Corporation.
	iMANAGE, INC
99.1	Joint press release of iManage, Inc. and Interwoven, Inc., issued on August 6, 2003.
October 22, 2003	By:	/s/ JOHN E. CALONICO, JR.
		John E. Calonico, Jr.
		Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

99.1		Press Release dated October 22, 2003

UNITEDTable STATESof Contents

PursuantTable 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 hereunto duly authorized. Contents

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