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EX-99.4 - EX-99.4 - JDA SOFTWARE GROUP INC | p17827exv99w4.htm |
EX-99.5 - EX-99.5 - JDA SOFTWARE GROUP INC | p17827exv99w5.htm |
EX-99.3 - EX-99.3 - JDA SOFTWARE GROUP INC | p17827exv99w3.htm |
EX-99.2 - EX-99.2 - JDA SOFTWARE GROUP INC | p17827exv99w2.htm |
EX-23.1 - EX-23.1 - JDA SOFTWARE GROUP INC | p17827exv23w1.htm |
EX-23.2 - EX-23.2 - JDA SOFTWARE GROUP INC | p17827exv23w2.htm |
EX-99.1 - EX-99.1 - JDA SOFTWARE GROUP INC | p17827exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 8, 2010
JDA Software Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 0-27876 | 86-0787377 | ||
(State of other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
14400 North 87th Street
Scottsdale, Arizona 85260-3649
(Address of principal executive offices including zip code)
Scottsdale, Arizona 85260-3649
(Address of principal executive offices including zip code)
(480) 308-3000
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(Former Name or Former Address, if Changed Since Last Report)
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)) |
Item 8.01 Other Events.
As previously disclosed, on December 10, 2009, JDA Software Group, Inc. (the Company) issued
$275 million aggregate principal amount of 8.0% Senior Notes due 2014 (the Notes). The Notes
were issued at an initial offering price of 98.988% of the principal amount pursuant to an
indenture, dated as of December 10, 2009, among the Company, certain of the Companys subsidiaries
and U.S. Bank National Association, as trustee. The net proceeds from the sale of the Notes, which
exclude the original issue discount ($2.8 million) and other debt issuance costs ($6.5 million)
were placed in escrow and subsequently used, together with cash on hand at JDA and i2, to fund the
cash portion of the merger consideration in the Companys acquisition of i2 Technologies, Inc.
(i2). The Notes have a five-year term and mature on December 15, 2014, and the obligations under
the Notes are fully and unconditionally guaranteed on a senior basis by substantially all of the
Companys existing and future domestic subsidiaries, including i2 and its domestic subsidiaries
(the Subsidiary Guarantors).
Also as previously disclosed, in connection with the issuance of the Notes, the Company
entered into an exchange and registration rights agreement with certain purchasers of the Notes
represented by Goldman, Sachs & Co. and Wells Fargo Securities, LLC dated December 10, 2009 (the
Registration Rights Agreement). Under the terms of the Registration Rights Agreement, the
Company is required to, among other things, (i) file an exchange offer registration statement (the
Exchange Offer Registration Statement) within 180 days following the issuance of the Notes
enabling holders to exchange the Notes for registered notes with terms substantially identical to
the terms of the Senior Notes, (ii) use commercially reasonable efforts to have the Exchange Offer
Registration Statement declared effective by the Securities and Exchange Commission (the SEC) on
or prior to 270 days after the closing of the note offering (the Registration Deadline), and
(iii) unless the exchange offer would not be permitted by applicable law or SEC policy, to complete
the exchange offer within 30 business days after the Registration Deadline. Under specified
circumstances, including if the exchange offer would not be permitted by applicable law or SEC
policy, the registration rights agreement provides that the Company must file a shelf registration
statement for the resale of the Notes. If we default on these registration obligations, additional
interest (referred to as special interest), up to a maximum amount of 1.0% per annum, will be
payable on the Notes until all such registration defaults are cured.
We currently plan to file the Exchange Offer Registration Statement on or about June 8, 2010.
This Current Report on Form 8-K is being filed to:
| Present audited consolidated balance sheets of the Company and its subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of income, stockholders equity and comprehensive income (loss), and cash flows for each of three years in the period ended December 31, 2009 that include, in accordance with Regulation S-X, Section 210.3-10(f), condensed consolidated financial information for the Subsidiary Guarantors (the Updated Annual Financial Statements) (see Footnote 21 Condensed Consolidating Financial Information), and to revise the prior period segment disclosures in Footnote 19 Segment Information, in accordance with the realignment of the Companys reportable business segments upon completion of the acquisition of i2 Technologies; | ||
| Present a revised Managements Discussion and Analysis of Financial Condition and Results of Operations for our fiscal years ended December 31, 2009, 2008 and 2007 to provide such prior period information in accordance with the realignment of the Companys reportable business segments that resulted from the acquisition of i2 Technologies on January 28, 2010, consistent with the revised segment disclosures presented in the Updated Annual Financial Statements, and as previously disclosed by the Company in its Quarterly Report on Form 10-Q filed with respect to the quarter ended March 31, 2010; | ||
| Present consolidated balance sheets of the Company and its subsidiaries as of March 31, 2010 and December 31, 2009 and the related consolidated statements of income, stockholders equity and comprehensive income (loss), and cash flows for the three months ended March 31, 2010 and 2009 that include, in accordance with Regulation S-X, Section 210.3-10(f), condensed consolidated financial information for the Subsidiary Guarantors (the Updated Interim Financial Statements) (see Footnote 14 Condensed Consolidating Financial Information); | ||
| Present the audited consolidated balance sheets of i2 Technologies, Inc. and its subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations and comprehensive income, stockholders equity (deficit), and cash flows for each of the three years in the period ended December 31, 2009, in accordance with Regulation S-X, Sections 210.3-05 and 210.3-10(g) (the i2 Financial Statements which are attached hereto as Exhibit 99.4); and |
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| Present updated pro forma financial information related to the Companys acquisition of i2, in accordance with Article 11 of Regulation S-X (the Pro Forma Information which are attached hereto as Exhibit 99.5). |
The Company intends to incorporate the Updated Annual Financial Statements, the Updated
Interim Financial Statements, the i2 Financial Statements and the Pro Forma Information in future
SEC filings, including the Exchange Offer Registration Statement.
The Updated Annual Financial Statements do not otherwise reflect events or developments that
have occurred after March 16, 2010. More current information is contained in the Companys
quarterly report on Form 10-Q for the period ended March 31, 2010 and other filings made with the
SEC. These and other filings contain important information regarding events or developments that
have occurred since the filing of the 2009 Form 10-K. This Current Report on Form 8-K should be
read in conjunction with the portions of the Form 10-K that have not been updated herein.
In addition, the Company had disclosed in Managements Discussion and Analysis of Financial
Condition and Results of Operations in its Quarterly Report on Form 10-Q filed with respect to the
quarter ended March 31, 2010 that, among other things, it expected to increase its cash balance
during 2010 through the generation of between $100 million to $110 million of operating cash flow,
offset in part by approximately $22 million in interest payable on the Notes, $20 million of
capital expenditures, $10 million related to the payment of transaction-related costs, and $10
million of cash taxes primarily related to state, local and foreign taxes. This Current Report on
Form 8-K is also being filed to clarify, with respect to such disclosure, that (i) the 2010
operating cash flow amounts are more accurately reflected as being
net of approximately $22 million in
interest on the Notes, a $15 million use by the Company of working capital, $10 million related to
the payment of transaction-related costs, and $10 million of cash taxes primarily related to state,
local and foreign taxes and (ii) the Company also separately expects to incur approximately $20
million of capital expenditures in 2010.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. | Description | |
23.1
|
Consent of Deloitte & Touche LLP (relating to JDA Software Group, Inc.). | |
23.2
|
Consent of Grant Thornton LLP (relating to i2 Technologies, Inc.). | |
99.1
|
Updated Annual Financial Statements. | |
99.2
|
Updated Management Discussion and Analysis of Financial Condition and Results of Operations. | |
99.3
|
Updated Interim Financial Statements. | |
99.4
|
i2 Financial Statements. | |
99.5
|
Updated Pro Forma Information. |
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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: June 8, 2010 | ||||
By: | /s/ Peter S. Hathaway | |||
Peter S. Hathaway | ||||
Executive Vice President and Chief Financial Officer |
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