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Registration No._______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
JDA SOFTWARE GROUP, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 86-0787377
- --------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
11811 NORTH TATUM BLVD., SUITE 2000
PHOENIX, ARIZONA 85028
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(Address of principal executive offices) (Zip code)
JDA SOFTWARE GROUP, INC. 1995 STOCK OPTION PLAN,
JDA SOFTWARE GROUP, INC. 1996 STOCK OPTION PLAN,
JDA SOFTWARE GROUP, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN,
AND JDA SOFTWARE GROUP, INC. 1996 OUTSIDE DIRECTORS STOCK OPTION PLAN
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(Full title of the plan)
JAMES D. ARMSTRONG, CHIEF EXECUTIVE OFFICER
FREDERICK M. PAKIS, PRESIDENT
JDA SOFTWARE GROUP, INC.
11811 NORTH TATUM BLVD., SUITE 2000
PHOENIX, ARIZONA 85028
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (602) 404-5500
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) REGISTRATION FEE(1)
- ------------------- ------------ ------------------ ------------------ -------------------
<S> <C> <C> <C> <C>
1995 Stock Option Plan
Common Stock ($0.01 par value) 1,107,138 $3.98 $4,406,409.24
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1996 Stock Option Plan 20,000 $9.60 $192,000.00
Common Stock ($0.01 par value) 1,230,000 22.375 27,521,250.00
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Employee Stock Purchase Plan
Common Stock ($0.01 par value) 200,000 $19.01875 $3,803,750.00
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Outside Directors Stock Option Plan
Common Stock ($0.01 par value) 150,000 $22.375 $3,356,250.00
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Total 2,707,138 $39,279,659.24 $13,544.71
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1. Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to the shares issuable pursuant to future grants under
the 1996 Stock Option Plan and the Outside Directors Stock Option Plan, the
price is based upon the average of the high and low prices of the Common
Stock on June 7, 1996, as reported on the National Association of Securities
Dealers Automated Quotations system. As to shares issuable pursuant to the
Employee Stock Purchase Plan, which establishes a purchase price equal to
85% of the fair market value of the Company's common stock, the price for
such shares is 85% of the average price determined in accordance with the
preceding sentence. As to shares issuable pursuant to the options
outstanding under the 1995 Stock Option Plan and the 1996 Stock Option Plan,
the price is based on the option exercise price.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
JDA Software Group, Inc. (the "Company") hereby incorporates by
reference in this registration statement the following documents:
(a) The Company's latest prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended (the "Securities Act"), containing
audited financial information for the Company's latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the document referred to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed pursuant to Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
The Company's Certificate of Incorporation and Bylaws provide that the
Company shall indemnify its directors, officers, employees and agents to the
full extent permitted by Delaware law, including in circumstances in which
indemnification is otherwise discretionary under Delaware law. In addition, the
Company has entered into separate indemnification agreements with its directors
and officers which would require the Company, among other things, to indemnify
them against certain liabilities which may arise by reason of their status or
service (other than liabilities arising from willful misconduct of a culpable
nature),
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to advance their expenses incurred as a result of any proceeding against them as
to which they could be indemnified and to maintain directors' and officers'
liability insurance, if available on reasonable terms.
These indemnification provisions may be sufficiently broad to permit
indemnification of the Company's officers and directors for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) Rule 415 Offering
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating
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to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) Filing incorporating subsequent Exchange Act documents by reference
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Request for acceleration of effective date or filing of
registration statement on Form S-8
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Phoenix, State of Arizona, on June 13, 1996.
JDA SOFTWARE GROUP, INC.
By: /s/ James D. Armstrong
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James D. Armstrong
Chief Executive Officer
POWER OF ATTORNEY
The officers and directors of JDA Software Group, Inc. whose signatures
appear below, hereby constitute and appoint James D. Armstrong and Frederick M.
Pakis, and each of them, their true and lawful attorneys and agents, with full
power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on June 13, 1996.
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Signature Title
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<S> <C>
/s/ James D. Armstrong Chief Executive Officer and Director
- ----------------------------- (Principal Executive Officer)
James D. Armstrong
/s/ Frederick M. Pakis President and Director
- ----------------------------- (Principal Executive Officer)
Frederick M. Pakis
/s/ Thomas M. Proud Vice President and Chief Financial Officer
- ----------------------------- (Principal Financial and Accounting Officer)
Thomas M. Proud
Director
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Kurt R. Jaggers
/s/ Crawford L. Cole Director
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Crawford L. Cole
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EXHIBIT INDEX
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<S> <C>
4.1 Second Restated Certificate of Incorporation of the Company is
incorporated by reference to Exhibit 3.1 to the Company's Registration
Statement on Form S-1 filed with the Securities and Exchange Commission
effective March 14, 1996 (File No. 333-748)
4.2 Bylaws of the Company are incorporated by reference to Exhibit 3.2 to
the Company's Registration Statement on Form S-1 filed with the
Securities and Exchange Commission effective March 14, 1996 (File No.
333-748)
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Independent Auditors' Consent
24 Power of Attorney (included in signature pages to this registration
statement)
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EXHIBIT 5
OPINION RE LEGALITY
OUR FILE NO.
102128-150066
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
RE: JDA SOFTWARE GROUP, INC. 1995 STOCK OPTION PLAN, JDA SOFTWARE GROUP,
INC. 1996 STOCK OPTION PLAN, JDA SOFTWARE GROUP, INC. 1996 EMPLOYEE
STOCK PURCHASE PLAN, AND JDA SOFTWARE GROUP, INC. 1996 OUTSIDE
DIRECTORS STOCK OPTION PLAN - REGISTRATION STATEMENT ON FORM S-8
Gentlemen and Ladies:
As legal counsel for JDA Software Group, Inc., a Delaware corporation
(the "Company"), we are rendering this opinion in connection with the
registration under the Securities Act of 1933, as amended, of up to 2,707,138
shares of the Company's Common Stock, $0.01 par value, which may be issued
pursuant to the exercise of options and purchase rights granted under the JDA
Software Group, Inc. 1995 Stock Option Plan, the JDA Software Group, Inc. 1996
Stock Option Plan, the JDA Software Group, Inc. 1996 Employee Stock Purchase
Plan and the JDA Software Group, Inc. 1996 Outside Directors Stock Option Plan
(collectively, the "Plans").
We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
We are admitted to practice only in the State of California and we
express no opinion concerning any law other than the law of the State of
California, the corporation laws of the State of Delaware and the federal law of
the United States. As to matters of Delaware corporation law, we have based our
opinion solely upon examination of such laws and the rules and regulations of
the authorities administering such laws, all as reported in standard, unofficial
compilations. We have not obtained opinions of counsel licensed to practice in
jurisdictions other than the State of California.
Based on such examination, we are of the opinion that the 2,707,138
shares of Common Stock which may be issued upon the exercise of options and
purchase rights granted under the Plans are duly authorized shares of the
Company's Common Stock, and, when issued against payment of the purchase price
therefor in accordance with the provisions of the Plans, will be validly issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and the use of our name wherever it
appears in said Registration Statement.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich
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GRAY CARY WARE & FREIDENRICH
A Professional Corporation
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
JDA Software Group, Inc. on Form S-8 of our report dated January 20, 1996,
contained in Amendment No. 2 to Registration Statement (File No. 333-748) of JDA
Software Group, Inc. on Form S-1.
/s/ Deloitte & Touche LLP
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DELOITTE & TOUCHE LLP
Phoenix, Arizona
June 13, 1996
