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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) August 15, 1996
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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.)
11811 North Tatum Blvd., Suite 2000, Phoenix, Arizona 85028
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (602) 404-5500
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
(a) Pursuant to an Acquisition and Exchange Agreement (the "Acquisition
Agreement"), dated as of August 15, 1996, by and among the
registrant and each of the shareholders (the "Sellers") of JDA
Software Services Ltd. ("JDA Canada"), the registrant acquired JDA
Canada through the direct exchange of newly issued shares of the
registrant's common stock, $0.01 par value, for all of the
outstanding equity securities of JDA Canada (the "Acquisition"),
effective August 15, 1996 (the "Effective Date").
Upon the effectiveness of the Acquisition, each outstanding share
of JDA Canada Class A Common Stock was exchanged for 78.5525 shares
of the registrant's common stock; each outstanding share of JDA
Canada's Class B Common Stock was exchanged for six (6) shares of
the registrant's common stock; each outstanding share of JDA
Canada's Class C Common Stock was exchanged for one (1) share of
the registrant's common stock; and each outstanding share of JDA
Canada's Class A Preferred Stock was exchanged for .3845 shares of
the registrant's common stock.
In total, following consummation of the Acquisition, the registrant
issued and delivered an aggregate of 143,926 shares of authorized
and newly issued shares of its common stock to the Sellers. Of such
shares, an aggregate of 14,393 shares (the "Escrow Shares") have
been deposited in escrow and are subject to release to the Sellers,
in whole or in part, upon expiration of the one-year period
following the Effective Date. The number of Escrow Shares released
will be based upon the level of damages, if any, suffered by the
registrant resulting from any breach of Sellers' representations
and warranties in the Acquisition Agreement. The terms and
conditions relating to the use of the Escrow Shares in support of
Sellers' representations and warranties in the Acquisition
Agreement, or the release of such Escrow Shares upon termination of
the escrow, are governed by an Escrow Agreement dated as of the
Effective Date by and among the registrant, Sellers and Chicago
Title Company.
Subsequent to May 1989, and prior to the Acquisition, JDA Canada
was not affiliated with the registrant. From November 1979 until
January 1, 1988, James D. Armstrong, the registrant's Chief
Executive Officer and a member of the registrant's Board of
Directors, was the President and principal shareholder of JDA
Canada. Effective January 1, 1988, Mr. Armstrong sold all of his
interest in JDA Canada to certain of the Sellers. Mr. Armstrong
remained a member of the Board of Directors of JDA Canada until May
1989. Since December 1987, JDA Canada has held exclusive rights to
distribute the registrant's products within Canada. In November
1994, the registrant acquired DSS, an in-store system, from JDA
Canada in exchange for a perpetual exclusive license to market DSS
in Canada, royalty payments and certain rights to product
enhancements.
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(b) JDA Canada is engaged in the business of marketing, selling and
installing comprehensive enterprise-wide software solutions that
address the mission-critical business information requirements of
retailing organizations in the Canadian marketplace. The registrant
intends to continue such business through its now wholly owned
subsidiary.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
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2.1* Acquisition and Exchange Agreement (the
"Acquisition Agreement") by and among the
registrant and the shareholders of JDA
Software Services Ltd. (Exhibit A to the
Acquisition Agreement), dated August 15,
1996.
99.1 Press Release dated August 15, 1996.
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*Other exhibits to the Acquisition Agreement not filed
herewith are identified in the Acquisition Agreement. The
registrant will furnish supplementally any omitted exhibit
to the Commission upon request.
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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: August 30, 1996 By: /s/ Thomas M. Proud
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Thomas M. Proud
Vice President, Chief Financial
Officer, Secretary and Treasurer
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EXHIBIT INDEX
Exhibit No. Description
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2.1* Acquisition and Exchange Agreement (the
"Acquisition Agreement") by and among the Company
and the shareholders of JDA Software Services
Ltd. (Exhibit A to the Acquisition Agreement),
dated August 15, 1996.
99.1 Press Release dated August 15, 1996.
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*Other exhibits to the Acquisition Agreement not filed
herewith are identified in the Acquisition Agreement. The
registrant will furnish supplementally any omitted exhibit
to the Commission upon request.
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