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Registration No. 333-______
UNITED STATES 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
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(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
11811 NORTH TATUM BOULEVARD, SUITE 2000
PHOENIX, ARIZONA 85028-1626
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(Address of principal executive offices) (Zip code)
1996 STOCK OPTION PLAN
1998 EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the plan)
BRENT W. LIPPMAN
CHIEF EXECUTIVE OFFICER
JDA Software Group, Inc.
11811 North Tatum Boulevard, Suite 2000
Phoenix, Arizona 85028-1626
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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
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price Fee
---------- ------------- ------------ ----- ---
<S> <C> <C> <C> <C>
1996 Stock Option Plan 1,750,000 $26.53 $46,427,500.00
Common Stock, par value $0.01
1998 Employee Stock Purchase Plan 300,000 $22.55 $ 6,765,000.00
Common Stock, par value $0.01
TOTAL 2,050,000 $53,192,500.00 $15,692.00
</TABLE>
- ----------
(1) The securities to be registered include options and rights to acquire such
Common Stock.
(2) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement shall also cover any additional shares
of Common Stock which become issuable under the plans listed above by
reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration which
results in an increase in the number of the Company's outstanding shares of
Common Stock.
(3) Estimated solely for the purpose of computing the amount of the
registration fee under Rule 457 of the Securities Act of 1933, as amended.
As to shares under the 1996 Stock Option Plan, the price is based upon the
average of the high and low prices of the Common Stock on July 29, 1998 as
reported on the Nasdaq National Market. The 1998 Employee Stock Purchase
Plan establishes a purchase price equal to 85% of the fair market value of
the Company's Common Stock and, therefore, the price for purchase rights
under this plan is based upon 85% of the average of the high and low prices
of the Common Stock on July 29, 1998 as reported on the Nasdaq National
Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") by the Company are incorporated by reference in
this Registration Statement:
(1) Amendment No. 1 to the Company's Annual Report on Form 10-K for the
year ended December 31, 1997;
(2) All other reports filed by the Company pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1997; and
(3) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A under Section 12 of the Exchange Act,
including any amendments or reports filed for the purpose of updating such
description.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all shares of Common Stock offered pursuant to this
Registration Statement have been sold or that deregisters all shares of Common
Stock then 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), 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.
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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 of 1933;
(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. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective 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)(l)(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
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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 of 1933, each such post-effective amendment 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.
(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 of 1933, 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 of 1933 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 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 Act and will
be governed by the final adjudication of such issue.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 July 30, 1998.
JDA Software Group, Inc.
By: /s/ BRENT W. LIPPMAN
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Brent W. Lippman, Chief Executive
Officer
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POWER OF ATTORNEY
The officers and directors of JDA Software Group, Inc. whose signatures
appear below, hereby constitute and appoint Brent W. Lippman and Kristen L.
Magnuson, 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, her 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 July 30, 1998.
<TABLE>
<CAPTION>
Signature Title
- ----------------------------------------------------------------------------------------------------
<S> <C>
/s/ BRENT W. LIPPMAN
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Brent W. Lippman Chief Executive Officer and Director (Principal
Executive Officer)
/s/ KRISTEN L. MAGNUSON
- -----------------------------
Kristen L. Magnuson Senior Vice President, Chief Financial Officer and
Secretary (Principal Accounting and Financial Officer)
/s/ JAMES D. ARMSTRONG
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James D. Armstrong Co-Chairman of the Board
/s/ FREDERICK M. PAKIS
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Frederick M. Pakis Co-Chairman of the Board
/s/ KURT R. JAGGERS
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Kurt R. Jaggers Director
/s/ WILLIAM C. KEIPER
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William C. Keiper Director
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Ex. # Description
----- -----------
<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 (See Signature Page)
</TABLE>
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EXHIBIT 5
July 30, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
RE: JDA SOFTWARE GROUP, INC. 1996 STOCK OPTION PLAN AND 1998
EMPLOYEE STOCK PURCHASE 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 an additional
1,750,000 shares of the Company's Common Stock, $0.01 par value ("Common
Stock"), which may be issued pursuant to the exercise of options and purchase
rights granted under the JDA Software Group, Inc. 1996 Stock Option Plan (the
"Option Plan") and 300,000 shares of Common Stock which may be issued pursuant
to purchase rights granted under the JDA Software Group, Inc. 1998 Employee
Stock Purchase Plan (the "Purchase Plan") pursuant to a registration statement
on Form S-8 (the "Registration Statement").
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 Delaware General Corporation Law and the Federal law of the
United States. As to matters of Delaware General 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 additional
1,750,000 shares of Common Stock which may be issued upon the exercise of
options and purchase rights granted under the Option Plan and the 300,000 shares
of Common Stock which may be issued pursuant to purchase rights granted under
the Purchase Plan 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 Option Plan or the Purchase Plan, as the case may be, will
be validly issued, fully paid and non-assessable.
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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 LLP
GRAY CARY WARE & FREIDENRICH LLP
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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 pertaining to the JDA Software Group, Inc.
1996 Stock Option Plan and the JDA Software Group, Inc. 1998 Employee Stock
Purchase Plan of our report dated January 28, 1998, appearing in Amendment No. 1
to the Annual Report on Form 10-K of JDA Software Group, Inc. for the year ended
December 31, 1997 (File No. 000-27876).
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Phoenix, Arizona
July 30, 1998
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