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 (Date of earliest event reported) July 21, 2003
JDA Software Group, Inc.
(Exact name of registrant as specified in charter)| | | | | |
| Delaware | | 0-27876 | | 86-0787377 |
| |
| |
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(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
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| 14400 N. 87th Street, Scottsdale, AZ | | 85260-3649 |
| |
|
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (480) 308-3000
(Former name or former address, if changed since last report)
TABLE OF CONTENTS
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
| | | |
| Exhibit No. | | Description |
| |
|
| 99.1 | | Press Release dated July 21, 2003 |
Item 9. Regulation FD Disclosure(Item 12, Results of Operations and Financial Condition)
On July 21, 2003, JDA Software Group, Inc. (“JDA”) announced its final financial results for the quarter ended June 30, 2003 by issuing a press release and on the same date, held a related conference call to discuss these results. The full text of the press release issued in connection with the announcement is attached as Exhibit No. 99.1 to this Current Report on Form 8-K. The July 21, 2003 press release and the conference call contain forward-looking statements regarding JDA and include cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.
In accordance with the procedural guidance in SEC Release No. 33-8216, the information in this Form 8-K and the Exhibit attached hereto is being furnished under “Item 9. Regulation FD Disclosure” rather than under “Item 12. Disclosure of Results of Operations and Financial Condition.” The information in this Form 8-K and the Exhibits attached hereto 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.
Use Of Non-GAAP Financial Information
JDA provides a non-GAAP measure of earnings (loss) per share in its earnings releases. The presentation is intended to be a supplemental measure of performance and typically excludes non-cash charges such as amortization of intangibles, purchased in-process research and development, restructuring and other merger or reorganization related costs that impact the comparability of one quarter to another or the comparability of the Company’s performance to another company that is providing this type of supplemental information. It is not intended to replace or to be displayed more prominently than our GAAP measurement of earnings (loss) per share. We have provided clear, concise disclosure to enable investors to reconcile the non-GAAP measure of earnings (loss) per share to the measure of earnings (loss) per share calculated in accordance with GAAP.
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 hereunto duly authorized.
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| | | JDA Software Group, Inc. |
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| Date: July 21, 2003 | | By: | | /s/ Kristen L. Magnuson
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| | | | | Kristen L. Magnuson |
| | | | | Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
| | | |
| Exhibit No. | | Description |
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|
| 99.1 | | Press Release dated July 21, 2003 |
