October 12, 2006
Mail Stop 4561
Kristen L. Magnuson
Executive Vice President and Chief Financial Officer
JDA Software Group, Inc.
14400 North 87th Street
Scottsdale, AZ 85260-3649
RE: JDA Software Group, Inc.
Registration Statement on Form S-3
Filed September 20, 2006
File number 333-137470
Form 10-K for the year ended December 31, 2005
Filed March 16, 2006
File number 0-27876
Dear Ms. Magnuson:
We have limited our review of your filings to the issues we
have addressed in our comments. We think you should revise your
document in response to those comments. If you disagree, we will
consider your explanation as to why our comments are inapplicable
or
a revision is unnecessary. Please be as detailed as necessary in
your explanation. In some of our comments, we may ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form S-3
Selling Shareholders, page 18
1. Please briefly describe the transaction on July 5, 2006 in
which
the selling shareholders acquired the Series B Convertible
Preferred
Stock. Describe the material terms of the transaction, including
the
terms for the conversion of the Series B Convertible Preferred
shares
into common shares. We note the description in your Form 8-K for
the
same date.
2. Please confirm, if true, that neither selling shareholder is a
registered broker-dealer or an affiliate of a registered broker-
dealer.
Plan of Distribution, page 19
3. We note that the selling shareholders may engage in short sales
of
your common stock. Please confirm that you are aware of
Corporation
Finance Telephone Interpretation A.65.
Part II
Item 17. Undertakings, page 23
4. Please advise why you have included the Rule 430A undertaking.
See
Item 17E of your disclosure. Please also note that Item 512(a) of
Regulation S-K was amended in Release No. 33-8591 for new Rules
430B
and 430C.
Form 10-K
Item 9A. Controls and Procedures
5. You provide an incomplete definition of "disclosure controls
and
procedures" as set forth in Exchange Act Rule 13a-15(e). Please
provide the entire definition or cite to the Exchange Act rule
without reciting the rule text itself. Please confirm that JDA
Software`s disclosure controls and procedures were effective as
defined in Rule 13a-15(e) for the year ended December 31, 2005 and
supplementally confirm that you will conform your disclosure to
this
rule in future filings.
6. The language regarding changes in internal controls over
financial
reporting must conform to the language of Item 308(c) of
Regulation
S-K. Your disclosure notes that during the second quarter you
implemented a new financial management system and other measures.
Your disclosure then states that other than these measures, "there
have been no significant changes in [y]our internal controls over
financial reporting, or to [y]our knowledge, in other factors that
could significantly affect these controls subsequent to December
31,
2005." Note that Item 308(c) asks registrants to disclose any
change
in the registrant`s internal control over financial
reporting...that
occurred during the registrant`s last fiscal quarter (or in your
case, the fourth fiscal quarter) that has materially affected or
is
reasonably likely to materially affect, the registrant`s internal
control over financial reporting. Please advise how your Form 10-K
disclosure comports with Item 308(c).
**********************************
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please address
our
comments on your Form 10-K within 10 business days of the date of
this letter. Please furnish a cover letter with your amendment
that
keys your responses to our comments and provides any requested
information. Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rule 461 regarding requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
Please contact Hugh Fuller at (202) 551-3853 or me at (202)
551- 3730 with any other questions.
Sincerely,
Barbara C. Jacobs
Assistant Director
CC: Paul E. Hurdlow
DLA Piper Rudnick Gray Cary US LLP
1221 S. MoPac Expressway, Suite 400
Austin, TX 78746
Facsimile no. (512) 457-7001
Kristen L. Magnuson
JDA Software Group, Inc.
October 12, 2006
Page 1 of 4