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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) April 22, 1998
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
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
The Registrant announced the resignation of Crawford L. Cole as a member
of the Board of Directors of Registrant. In addition, Registrant announced the
appointment of William C. Keiper as a member of the Board of Directors of
Registrant. The Registrant's press release announcing the resignation and
appointment is attached as Exhibit 99.1 to this report. Mr. Keiper will assume
Mr. Cole's seat as a Class I director, and will serve until the Company's 2000
Annual Meeting of Stockholders and until his successor is duly elected and
qualified.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Not Applicable.
(b) Pro forma financial information.
Not Applicable
(c) Exhibits.
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Exhibit No. Description
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99.1 Press Release dated April 23, 1998.
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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: April 23, 1998 By: /s/ Kristen L. Magnuson
__________________________________
Kristen L. Magnuson
Vice President, Chief Financial
Officer, Secretary and Treasurer
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EXHIBIT INDEX
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Exhibit No. Description
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99.1 Press Release dated April 23, 1998.
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Exhibit 99.1
JDA SOFTWARE INVESTOR RELATIONS Contact:
- - Kristen L. Magnuson, Senior Vice President, CFO
- - Phone: (602) 404-5500; Email: [email protected]
- - JDA SOFTWARE GROUP, INC.
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- - JDA SOFTWARE PUBLIC RELATIONS CONTACT:
- - Michelle Sparks, Marketing Communications Specialist
- - NEWS RELEASE Phone: (602) 308-3294; Email: [email protected]
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JDA SOFTWARE ANNOUNCES BOARD OF DIRECTOR CHANGE
Crawford L. Cole Replaced with William Keiper
PHOENIX, ARIZ. - APRIL 23, 1998 - JDA(R) SOFTWARE GROUP, INC. (NASDAQ: JDAS),
an international provider of enterprise retail solutions, announced the
resignation of CRAWFORD L. COLE from JDA's Board of Directors, and the
appointment of WILLIAM KEIPER to replace Cole on the Board. Keiper's
appointment and Cole's resignation are effective April 22, 1998.
Keiper brings to this position over 22 years of business experience,
including over 10 years in the area of information technology. Commenting on
Keiper's appointment , JDA CHIEF EXECUTIVE OFFICER BRENT W. LIPPMAN, stated,
"Will has a proven track record in the IT industry. He has helped companies
increase sales by hundreds of millions of dollars and helped them create
significant company asset and market value. We welcome Will to our Board of
Directors and look forward to his significant contributions."
Cole, who is the president and chief executive officer of West Marine
Products Inc., a JDA retail client, has served on JDA's Board since January
1996. JDA and Cole attributed his resignation to their mutual desire to
negotiate West Marine's request for reimbursement of certain costs incurred by
West Marine during its implementation of JDA's Distributed Store Systems(TM)
for Windows (Win/DSS(TM)) software product. The Company believes the amounts in
dispute are not material relative to JDA's operating results and financial
condition.
Lippman stated, "We would like to express our gratitude for Crawford's
diligent and thoughtful service on our Board of Directors, and his assistance in
supporting the success of JDA since prior to our initial public offering in
March 1996. We regret that, in light of the current status of our discussions
with Crawford, we have mutually determined it to be in the best interests of our
stockholders and Crawford for JDA to accept his resignation at this time."
Commented Cole, "I have appreciated my association with JDA, and wish the
Company continued success. I regret that my obligation to negotiate with JDA on
behalf of West Marine now makes it advisable for me to resign."
JDA's products are highly complex, and implementation of such products
generally involves a significant amount of customer-specific customization, and
may involve integration with systems developed by third parties. The Company's
future business growth is substantially dependent on the continued development
of market acceptance of its newer, client/server products. If customers
experience significant problems with implementation of JDA's client/server
products or are otherwise dissatisfied with the functionality or performance of
such products, or if such products fail to achieve market acceptance for any
For Release more
April 23, 1998
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Add One
JDA Board Changes
reason, the Company's business, operating results and financial condition would
be materially adversely affected. There can be no assurance that any dispute
with West Marine Products, Inc. can or will be resolved in a timely manner or on
terms acceptable to the Company, or that any resolution adverse to the Company
would not have a material adverse effect on the Company's business, operating
results, or financial condition.
ABOUT WILL KEIPER
Keiper currently serves as managing director of Software Equity Group,
LLC., a firm specializing in software mergers, acquisitions and strategic
consulting. In addition, he is president-elect of the Arizona Software
Association, the fourth largest software association in the U.S.
From January 1993 to October 1997, Keiper was an officer and member of the
Board of Directors for Artisoft, Inc., a publicly traded company that develops
computer software, including the small business networking solution LANtastic.
He also served as Artisoft's Chief Executive Officer from June 1993 and Chairman
of the Board from October 1995. Keiper has also held a variety of other
executive positions with publicly traded companies such as President and Chief
Operating Officer for MicroAge Inc., a $4 billion Fortune 500 integrator,
distributor and marketer of information technology products and services. In
addition, he spent nine years practicing corporate and commercial law.
Keiper received his Bachelor of Science degree in Business from Eastern
Illinois University, a law degree from Arizona State University, and a master's
degree in International Management from the American Graduate School of
International Management. In addition, he has completed several leading
educational programs relevant to his profession, such as the Philip Crosby
Quality Improvement Process Management College.
ABOUT JDA SOFTWARE GROUP, INC.
JDA Software Group, Inc. is a leading international provider of integrated
enterprise-wide software products and services that address the mission-critical
management information needs of the retail supply chain.
The Company's products include: merchandising, financial, and decision
support systems at the corporate level; point-of-sale, back-office and
distributing process applications at the store level; and warehouse management
and logistics systems at the distribution level.
Founded in 1985, JDA employs more than 700 associates. With headquarters
in Phoenix, Arizona, the Company has operations in major cities throughout the
United States as well as international operations in Australia, Brazil, Canada,
Chile, France, Germany, Mexico, Singapore and the United Kingdom.
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CONTACT: JDA Software Group, Inc., Phoenix
Kristen L. Magnuson, 602/404-5500 (investor relations)
E-mail: [email protected]
Michelle Sparks, 602/308-3294 (public relations)
E-mail: michelle [email protected]
