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): November 7, 2008
JDA Software Group, Inc.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | | 0-27876 | | 86-0787377 |
| (State or other jurisdiction of | | (Commission File Number) | | (IRS Employer |
| incorporation) | | | | Identification No.) |
| 14400 North 87th Street | | | | |
| Scottsdale, Arizona | | | | 85260-3649 |
| (Address of principal executive offices) | | | | (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) |
| |
| o | | 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.
JDA Software Group, Inc. (“JDA”), i2 Technologies, Inc. (“i2”) and Iceberg Acquisition Corp., a wholly-owned subsidiary of JDA, entered into an Agreement and Plan of Merger dated August 10, 2008 which provides for the merger of Iceberg Acquisition Corp. with and into i2, with i2 surviving as a wholly-owned subsidiary of JDA (the “Agreement”).
On November 7, 2008, JDA, in accordance with the Agreement, sent a letter to i2 notifying i2 that JDA had determined that additional time was required to arrange JDA’s financing of its acquisition of i2 and the closing of the acquisition would be delayed to a date to be specified by JDA, but in no event later than January 9, 2009 (the “letter”). The letter is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| | | |
| Exhibit No. | | Description |
| | | |
| 99.1 | | JDA Software Group, Inc. letter to i2 Technologies, Inc. dated November 7, 2008. |
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.
| |
| Date: November 10, 2008 | By: | /s/ Kristen L. Magnuson | |
| | | Kristen L. Magnuson | |
| | | Executive Vice President and Chief Financial Officer | |
| |
EXHIBIT INDEX
| | | |
| Exhibit No. | | Description |
| | | |
| 99.1 | | JDA Software Group, Inc. letter to i2 Technologies, Inc. dated November 7, 2008. |
