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EX-99.1 - EX-99.1 - JDA SOFTWARE GROUP INC | p16755exv99w1.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): January 25, 2010
JDA Software Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 0-27876 | 86-0787377 | ||
(State or other jurisdiction of | (Commission File Number) | (IRS Employer | ||
incorporation) | Identification No.) |
14400 North 87th Street | ||
Scottsdale, Arizona | 85260-3649 | |
(Address of principal executive offices) | (Zip Code) |
(480) 308-3000
(Registrants telephone number, including area code)
(Registrants 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:
þ 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 2.02. Results of Operations and Financial Condition.
On January 25, 2010, JDA Software Group, Inc. (JDA) announced financial results for the
fourth quarter ended December 31, 2009 by issuing a press release and holding a related conference
call to discuss these results. The full text of the press release issued in connection with the
announcement is attached as Exhibit No. 99.1 to this Current Report on Form 8-K. The press release
and the conference call contain forward-looking statements regarding JDA and include cautionary
statements identifying important factors that could cause actual results to differ materially from
those anticipated.
The information in this Form 8-K and the exhibit attached hereto shall not be deemed filed
for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise
subject to the liabilities of that section, nor shall they be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item 8.01. Other Events.
As noted above, on January 25, 2010 JDA announced in a news release and on a conference call
its financial performance for the fourth quarter ended December 31, 2009. Within the news release
and during the call, JDA has made reference to its proposed acquisition of i2 Technologies, Inc.
(i2).
This communication is being made in respect of the proposed transaction involving JDA and i2.
In connection with the proposed transaction, JDA has filed with the Securities and Exchange
Commission a Registration Statement on Form S-4 containing a Proxy Statement of i2 and a Prospectus
of JDA, and each of JDA and i2 have filed, and plan to file, with the Securities and Exchange
Commission other documents regarding the proposed transaction. The definitive Proxy
Statement/Prospectus has been mailed to stockholders of i2. INVESTORS AND SECURITY HOLDERS ARE
URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the Registration
Statement and the Proxy Statement/Prospectus and other documents filed with the Securities and
Exchange Commission by JDA and i2 through the website maintained by the Securities and Exchange
Commission at www.sec.gov. In addition, investors and security holders may obtain free copies of
the Registration Statement and Proxy Statement/Prospectus and other documents filed with the
Securities and Exchange Commission from JDA by directing a request to JDA Software Group, Inc.,
14400 North 87th Street, Scottsdale, Arizona 85260, Attention: Investor Relations (telephone: (480)
308-3000) or going to JDAs corporate website at www.jda.com, or from i2 by directing a request to
i2 Technologies, Inc., One i2 Place, 11701 Luna Road, Dallas, Texas 75234, Attention: Investor
Relations (telephone (469) 357-1000) or going to i2s corporate website at www.i2.com.
JDA, i2, and their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies in respect of the proposed transaction. Information
regarding JDAs directors and executive officers is set forth in JDAs proxy statement for its 2009
Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on
April 7, 2009, and Annual Report on Form 10-K filed with the Securities and Exchange Commission on
March 13, 2009. Information regarding i2s directors and executive officers is set forth in i2s
proxy statement for its 2009 Annual Meeting of Stockholders, which was filed with the Securities
and Exchange Commission on April 28, 2009, and Annual Report on Form 10-K filed with the Securities
and Exchange Commission on March 12, 2009. Additional information regarding the interests of such
potential participants is included in the Proxy Statement/Prospectus and the other relevant
documents filed with the Securities and Exchange Commission.
Use of Non-GAAP Financial Information
JDA provides a non-GAAP measure of adjusted EBITDA (earnings before interest, taxes,
depreciation and amortization) and earnings per share in the attached press release. The
presentation is intended to be a supplemental measure of performance and typically excludes
non-cash charges such as amortization of intangibles, stock-based compensation and certain charges
that impact the comparability of one quarter to another. The presentation is not intended to
replace or to be displayed more prominently than our GAAP measurements. A reconciliation of the
adjustments to GAAP results for the periods is included. In addition, an explanation of the ways
in which JDA management uses these non-GAAP measures to evaluate its business, the substance behind
JDA managements decision to use these non-GAAP measures, the material limitations associated with
the use of these non-GAAP measures, the manner in which JDA management compensates for those
limitations, and the substantive reasons why JDA management believes that these non-GAAP measures
provide useful information to investors is included in the attached press release.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 | Press Release dated January 25, 2010. |
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: January 25, 2010 | By: | /s/ Pete Hathaway | ||
Pete Hathaway | ||||
Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
EXHIBIT | DESCRIPTION | |
99.1
|
Press Release dated January 25, 2010. |