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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.
(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)
14400 NORTH 87TH STREET
SCOTTSDALE, ARIZONA 85260
(Address of principal executive offices)
JDA SOFTWARE GROUP, INC.
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
JAMES D. ARMSTRONG
CHIEF EXECUTIVE OFFICER
JDA Software Group, Inc.
14400 North 87th Street
Scottsdale, Arizona 85260
(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
Maximum Proposed
Title of Offering Maximum
Securities Amount Price Aggregate Amount of
to be to be per Offering Registration
Registered(1) Registered(2) Share(3) Price Fee
<S> <C> <C> <C> <C>
1999 Employee Stock Purchase Plan 750,000 $18.8063 $14,104,725 $3,724.00
Common Stock, par value $0.01
</TABLE>
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(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. The 1999
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 February 8, 2000 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) The Company's Annual Report on Form 10-K for the year ended December
31, 1998, as filed with the Commission on March 31, 1999 (File Number
000-27876);
(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, 1998; 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
Not Applicable. The class of securities to be offered is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
None.
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
Not Applicable.
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; and
(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 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
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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.
5
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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 Scottsdale, State of Arizona, on February 11,
2000.
JDA Software Group, Inc.
By: /s/ James D. Armstrong
----------------------------------
James D. Armstrong, 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 James D. Armstrong 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 February 11, 2000.
Signature Title
- --------- -----
/s/ James D. Armstrong
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James D. Armstrong Chief Executive Officer
and Co-Chairman of the
Board (Principal Executive
Officer)
/s/ Kristen L. Magnuson
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Kristen L. Magnuson Senior Vice President,
Chief Financial Officer
and Secretary (Principal
Accounting and Financial
Officer)
/s/ Frederick M. Pakis
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Frederick M. Pakis Co-Chairman of the Board
/s/ J. Michael Gullard
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J. Michael Gullard Director
/s/ William C. Keiper
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William C. Keiper Director
/s/ Stephen A. McConnell
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Stephen A. McConnell Director
/s/ Jock Patton
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Jock Patton Director
7
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EXHIBIT INDEX
Ex. # Description
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)
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EXHIBIT 5
February 11, 2000
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
RE: JDA SOFTWARE GROUP, INC. 1999 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 750,000 shares of the Company's
Common Stock, $0.01 par value ("Common Stock"), which may be issued pursuant to
purchase rights granted under the JDA Software Group, Inc. 1999 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 750,000 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 Purchase Plan 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 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 of our report dated January 28, 1999,
appearing in the Annual Report on Form 10-K of JDA Software Group, Inc. for the
year ended December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
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DELOITTE & TOUCHE LLP
Phoenix, Arizona
February 11, 2000
