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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) April 6, 2000
JDA Software Group, Inc.
(Exact name of registrant as specified in charter)
Delaware 0-27876 86-0787377
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
14400 N. 87th Street, Scottsdale, Arizona 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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 6, 2000, JDA Software Group, Inc. (the "Registrant"), together
with certain of its wholly-owned subsidiaries, completed the acquisition (the
"Acquisition") of certain assets and assumed certain liabilities of Intactix
International, Inc., a Delaware corporation and a wholly-owned subsidiary of
Pricer AB ("Intactix") and of certain subsidiaries of Intactix pursuant to an
asset purchase agreement dated as of February 24, 2000 by and among the
Registrant, Pricer AB and Intactix ("Asset Purchase Agreement"), which was
previously filed.
Intactix and its subsidiaries develop, market and support space
management software applications.
The Registrant acquired all of the material assets of Intactix (the
"Assets") and certain liabilities of Intactix. The Assets are comprised of
certain software products, accounts receivable, rights and benefits under
assumed contracts, permits, intangibles and business records related to the
Assets.
The purchase price for the Assets was determined through arms-length
negotiations by the parties. The consideration for the Assets was $20,500,000 of
which approximately $15,950,000 was paid in cash at the closing and $4,550,000
million was placed into escrow. The source of the funds for the consideration
came from the Registrant's immediately available funds.
The Acquisition will be treated as a purchase for financial accounting
purposes. Prior to the execution of the Asset Purchase Agreement, there was no
material relationship between the Registrant, or its affiliates, and Intactix,
or its affiliates, or between any officers or directors of the Registrant, or
its affiliates, and the officers or directors of Intactix, or its affiliates.
ITEM 5. OTHER EVENTS.
On April 7, 2000, the Registrant issued a press release announcing the
consummation of the Acquisition. The press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Financial statements for the business acquired as described in Item 2
above will be filed by amendment to this Form 8-K.
(b) Pro forma financial information.
Pro forma financial information reflecting the effect of the business
acquired as described in Item 2 above will be filed by amendment to this Form
8-K.
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(c) Exhibits.
Exhibit No. Description
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99.1 Press release issued April 7, 2000.
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: April 6, 2000 By: /s/ Kristen L. Magnuson
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Kristen L. Magnuson
Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release issued April 7, 2000.
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