UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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): September 9, 2009
JDA Software Group, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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0-27876
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86-0787377
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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14400 North 87th Street
Scottsdale, Arizona
(Address of principal executive offices)
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85260-3649
(Zip Code)
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(480) 308-3000
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement
On September 8, 2009, after evaluation and upon the approval of the Company’s Audit Committee, the
Company entered into a Stock Purchase Agreement with Thoma Cressey Fund VII, LP and Thoma Cressey
Friends Fund VII, LP, each a Delaware limited partnership, pursuant to which the Company agreed to
repurchase 19,472 shares of its Series B Convertible Preferred Stock, which shares are convertible
into 1,403,387 shares of the Company’s common stock, and 100,000 shares of common stock for a total
purchase price of $30,067,740 (or $20.00 per share of common stock into which the Series B
Convertible Preferred Stock is convertible) (the “Repurchase”).
Upon completion of the Repurchase, no shares of the Company’s Series B Convertible Preferred Stock
will be outstanding.
A copy of the Stock Purchase Agreement is filed herewith as Exhibit 10.1. The above description of
the Stock Purchase Agreement is qualified in its entirety by reference to Exhibit 10.1, which is
incorporated by reference herein. A copy of the press release filed in connection with the
Repurchase is also filed herewith as exhibit 99.1.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers; Compensatory Arrangements of Certain Officers
On September 8, 2009, in connection with and as a condition to the Repurchase, Orlando Bravo
resigned from the Company’s Board of Directors.
Additionally, on September 7, 2009, the Board of Directors elected Hamish N. Brewer to the Board of
Directors. Mr. Brewer is the Company’s President and Chief Executive Officer. Mr. Brewer will
serve as a Class III director and his term will expire at the Company’s 2011 annual meeting.
Mr. Brewer has served as the Company’s President and Chief Executive Officer since August 2003. Mr.
Brewer previously served as President from March 2001 to July 2003, as Senior Vice President, Sales
from 2000 to March 2001, as Senior Vice President, Enterprise Systems, from 1999 to 2000, as Senior
Vice President, International during 1998 to 1999, as Director of the Company’s Europe, Middle East
and African operations from 1996 to 1998, and as a Marketing Representative from 1994 to 1996.
Prior to joining JDA, Mr. Brewer served as a Retail Marketing Specialist with IBM from 1986 to 1990
and in various operational positions with a privately-held retail sales organization located in
England. Mr. Brewer received a Bachelor of Science and a Bachelor of Commerce degree from the
University of Birmingham in England.
On September 8, 2009, the Company also entered into an Amended and Restated Executive Employment
Agreement with Mr. Brewer (the “Employment Agreement”). Pursuant to the terms of the Employment
Agreement, Mr. Brewer will receive an annual base salary of $500,000 per year, and he is eligible
to receive incentive bonus compensation, subject to the terms and conditions contained in the
Company’s Executive Bonus Plan discussed in the Company’s proxy
statement. The Employment Agreement also states that, subject to the approval of the Board, the
Company may grant Mr. Brewer various forms of equity awards of common stock, from time to time,
under the Company’s 2005 Performance Incentive Plan and entitles Mr. Brewer to benefits that are
generally available to other senior executives of the Company, including group health, life and
disability insurance benefits, and participation in the Company’s 401(k) plan. Mr. Brewer is also
entitled to reimbursement for customary business expenses. If Mr. Brewer is terminated without
cause, for good reason or for disability, as such terms are defined in the Employment Agreement, he
will be entitled to certain severance benefits, including twenty-four months base salary, one
year’s target bonus and any unpaid bonus earned in the year of termination.
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