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): May 25, 2006
JDA Software Group, Inc.
(Exact name of registrant as specified in its charter)
| | | | | |
Delaware
(State or other jurisdiction of
incorporation) | | 0-27876
(Commission File Number) | | 86-0787377
(IRS Employer
Identification No.) |
| | | |
14400 North 87th Street
Scottsdale, Arizona
(Address of principal executive offices) | | 85260-3649
(Zip Code) |
(480) 308-3000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| þ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01 Other Events.
As previously announced, JDA Software Group, Inc. (the “Company”) has entered into an Agreement and Plan of Merger by and among the Company, Stanley Acquisition Corp, a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and Manugistics Group, Inc. (“Manugistics”) pursuant to which Merger Sub will be merged with and into Manugistics (the “Merger”). The Company and Manugistics announced today that the U.S. Federal Trade Commission has granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the Merger.
Item 9.01 Financial Statements and Exhibits.
| | | |
| Exhibit No. | | Description |
| | | |
| 99.1 | | Joint press release of JDA Software Group, Inc. and Manugistics Group, Inc. dated May 25, 2006. |
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.
| | | | | |
| | JDA Software Group, Inc.
| |
| | By: | /s/ Kristen L. Magnuson | |
| | | Kristen L. Magnuson | |
| Date: May 25, 2006 | | Executive Vice President and
Chief Financial Officer | |
| |
EXHIBIT INDEX
| | | |
| Exhibit No. | | Description |
| | | |
| 99.1 | | Joint press release of JDA Software Group, Inc. and Manugistics Group, Inc. dated May 25, 2006. |
