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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) February 5, 2001
JDA Software Group, Inc.
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(Exact name of registrant as specified in charter)
Delaware 0-27876 86-0787377
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(State or other jurisdiction Commission (IRS Employer
of incorporation) File Number) Identification No.)
14400 N. 87th Street, Scottsdale, Arizona 85260-3649
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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 February 5, 2001, JDA Software Group, Inc. ("JDA") completed the
acquisition of certain assets of Zapotec Software, Inc. ("Zapotec") for
$1,250,000 million in cash, and assumed certain trade and other liabilities and
specific acquisition related liabilities for consulting and maintenance
commitments under assumed contracts. Zapotec's primary product, ProMax, is an
integrated software solution that enables retailers, suppliers and distributors
to manage their trade allowance and promotional programs by automating the
contract fulfillment, claim generation and accounts receivable process.
In addition to ProMax, JDA acquired Zapotec's Ad Plan application.
Currently in development, Ad Plan is designed to be a vertical Web portal that
will integrate advertising and promotional planning and enable collaborative
budgeting, secondary research, media buying merchandise content and trade
allowance tracking among a community of resellers, suppliers, advertising
agencies and media companies.
The purchase price was determined through arms-length negotiations
between the parties and was paid from JDA's immediately available cash funds.
JDA paid $804,335 of the purchase price at closing and withheld the remaining
$445,665, pursuant to the terms of the agreement, pending Zapotec's satisfaction
of certain indemnification, payroll-related and third-party contractual
obligations. Prior to the acquisition, there were no material relationships
between JDA and Zapotec, nor any of their officers, directors, or affiliates.
The acquisition, which is not significant relative to our financial position or
operating results, will be accounted for as a purchase.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit No. Description
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2.1 Asset Purchase Agreement dated as of
February 5, 2001, by and among JDA Software
Group, Inc. and Zapotec Software, Inc . and
certain shareholders of Zapotec Software,
Inc.
99.1 Press release issued February 5, 2001.
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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: February 16, 2001 By: /s/ Kristen 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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2.1 Asset Purchase Agreement dated as of
February 5, 2001, by and among JDA Software
Group, Inc. and Zapotec Software, Inc . and
certain shareholders of Zapotec Software,
Inc.
99.1 Press release issued February 5, 2001.