<PAGE> 1
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) August 28, 2000
JDA Software Group, Inc.
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C> <C>
Delaware 0-27876 86-0787377
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
14400 N. 87th Street, Scottsdale, AZ 85260-3649
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code (480) 308-3000
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS.
- On August 28, 2000, the Registrant announced the resignation of Mr.
Frederick M. Pakis as Co-Chairman and a member of its Board of
Directors. In addition, the Registrant announced that it will not
immediately appoint a replacement for Mr. Pakis but that the Board of
Directors will consider its options at the next regularly scheduled
meeting of the Board in October, 2000. The Registrant's press release
announcing the resignation is attached as Exhibit 99.1 to this report.
- On August 18, 2000, the Registrant reconvened its Annual Meeting of
Stockholders with respect only to Proposal No. 2. Proposal No. 2 sought
stockholder approval to increase the number of shares of common stock
authorized for issuance under the Registrant's 1996 Stock Option Plan
from 4,500,000 to 8,500,000 shares. The voting results were 9,175,124
for and 9,439,862 against (including abstentions) Proposal No. 2. As a
result, the proposal did not pass. Subsequently, on August 28, 2000,
the Board of Directors approved amendments to the Registrant's 1996
Stock Option Plan designed to address concerns of certain of the
Registrant's stockholders raised in connection with the Registrant's
Proposal No. 2. Additional information will be provided to stockholders
in a proxy statement for a special meeting to be held for the purpose
of submitting the amended option plan to the stockholders for approval.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Exhibit No. Description
----------- -----------
<S> <C>
99.1 Press Release dated August 28, 2000.
</TABLE>
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: September 6, 2000 By: /s/ Kristen L. Magnuson
--------------------------
Kristen L. Magnuson
Senior Vice President and
Chief Financial Officer
2
<PAGE> 3
EXHIBIT INDEX
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Exhibit No. Description
----------- -----------
<S> <C>
99.1 Press Release dated August 28, 2000.
</TABLE>
3
