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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 6, 2000
JDA Software Group, Inc.
(Exact name of registrant as specified in charter)
Delaware 0-27876 86-0787377
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
14400 N. 87th Street, Scottsdale, Arizona 85260-3649
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (480) 308-3000
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 6, 2000, JDA Software Group, Inc. (the "Registrant"), together
with certain of its wholly-owned subsidiaries, completed the acquisition (the
"Acquisition") of certain assets and assumed certain liabilities of Intactix
International, Inc., a Delaware corporation and a wholly-owned subsidiary of
Pricer AB ("Intactix") and of certain subsidiaries of Intactix pursuant to an
asset purchase agreement dated as of February 24, 2000 by and among the
Registrant, Pricer AB and Intactix ("Asset Purchase Agreement"), which was
previously filed.
Intactix and its subsidiaries develop, market and support space
management software applications.
The Registrant acquired all of the material assets of Intactix (the
"Assets") and certain liabilities of Intactix. The Assets are comprised of
certain software products, accounts receivable, rights and benefits under
assumed contracts, permits, intangibles and business records related to the
Assets.
The purchase price for the Assets was determined through arms-length
negotiations by the parties. The consideration for the Assets was $20,500,000 of
which approximately $15,950,000 was paid in cash at the closing and $4,550,000
million was placed into escrow. The source of the funds for the consideration
came from the Registrant's immediately available funds.
The Acquisition will be treated as a purchase for financial accounting
purposes. Prior to the execution of the Asset Purchase Agreement, there was no
material relationship between the Registrant, or its affiliates, and Intactix,
or its affiliates, or between any officers or directors of the Registrant, or
its affiliates, and the officers or directors of Intactix, or its affiliates.
ITEM 5. OTHER EVENTS.
On April 7, 2000, the Registrant issued a press release announcing the
consummation of the Acquisition. The press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of business acquired.
Financial statements for the business acquired as described in Item 2
above will be filed by amendment to this Form 8-K.
(b) Pro forma financial information.
Pro forma financial information reflecting the effect of the business
acquired as described in Item 2 above will be filed by amendment to this Form
8-K.
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(c) Exhibits.
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Exhibit No. Description
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99.1 Press release issued April 7, 2000.
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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 6, 2000 By: /s/ Kristen L. Magnuson
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Kristen L. Magnuson
Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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<S> <C>
99.1 Press release issued April 7, 2000.
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Exhibit 99.1
JDA SOFTWARE FINALIZES ACQUISITION OF PRICER AB'S INTACTIX SUBSIDIARY JDA ADDS
OVER 3,400 RETAIL AND CPG CLIENTS & EXPANDS RETAIL SUPPLY CHAIN
BUSINESS-TO-BUSINESS SOLUTION
SCOTTSDALE, ARIZ. - APRIL 7, 2000 - JDA(R) SOFTWARE GROUP, INC. (Nasdaq: JDAS),
an international provider of enterprise retail solutions, announced today that
it has completed the final transactions to acquire the assets of INTACTIX, a
market leading provider of space management solutions, from PRICER AB, a Swedish
provider of electronic shelf labeling systems, for U.S. $20.5 million in cash.
The merger has furthered JDA's standing as the premier solutions provider in the
retail market and significantly advanced its presence and opportunities within
the CPG industry. The acquisition was accounted for as a purchase transaction
and the Company expects it to be modestly accretive in fiscal 2000. Beginning
today, JDA will incorporate the Intactix operations into the Arthur Retail
Business Unit, headed by Greg Morrison, JDA's Senior Vice President, Analytic
Applications Business Unit and Managing Director, JDA Arthur. The Company
expects to realize significant cost savings in fiscal 2000 as it combines
operations and closes redundant facilities worldwide.
"We are extremely pleased to be closing this transaction on schedule and to have
received such enthusiastic industry feedback, in particular from both JDA and
Intactix clients," stated JDA CEO JIM ARMSTRONG. "With the Intactix products
fitting in so well with our current product line, we believe that the
cross-selling opportunities across the JDA and Intactix customer bases are
exceptional and will further increase our competitiveness for winning business
with retailers and CPG manufacturers around the world."
ACQUISITION DELIVERS KEY COMPETITIVE ADVANTAGES
As previously announced, the acquisition will enable JDA to aggressively promote
its Internet-focused business strategy among retailers and their suppliers by
accelerating the delivery of a business-to-business solution that minimizes
costs while maximizing customer satisfaction through improved efficiencies along
the retail supply chain. Additionally, JDA expects that it will be the only
vendor in the industry to offer a comprehensive "floor planning to financial
planning" solution that will feature the market-leading Intactix solutions
integrated with the JDA Arthur Enterprise Suite of products.
Commented longtime JDA client PHIL CONNORS, DIRECTOR OF MERCHANDISE PLANNING OF
THE $10 BILLION BEST BUY, "Best Buy is excited by the prospect of the value that
can be created by the combination of JDA and Intactix, two of our key software
providers. We look forward to the opportunity to work within the new framework
to partner and deliver new solutions that will help us to better serve our
customers, suppliers and shareholders."
For more information regarding this acquisition, please refer to the February
24, 2000 press release, "JDA Software to Acquire Pricer AB's Intactix Subsidiary
to Expand Product Suite with Space Planning Solution" and related Question
Answer Document available at www.jda.com under News & Events, Current News.
ABOUT JDA SOFTWARE GROUP, INC.
JDA Software Group, Inc. (NASDAQ:JDAS) is the leading global provider of
integrated software products and professional services with more than 4,100
retail and CPG clients in over 50 countries. Addressing the requirements of both
brick and mortar and "click and mortar" companies, JDA's state-of-the-art
solutions include merchandising, planning, allocation, decision support and
financial systems; warehouse management and logistics systems; point-of-sale and
back-office in-store systems; and the industry's first integrated commercial
e-retail applications. Founded in 1985, JDA employs approximately 1,100
associates operating from 26 offices worldwide. With headquarters in
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Scottsdale, Arizona, the company has offices in major cities throughout the
United States as well as internationally in Canada, the United Kingdom, France,
Germany, Sweden, The Netherlands, Mexico, Brazil, Chile, Japan, Malaysia,
Singapore, and Australia. For more information, refer to JDA's Web site at
http://www.jda.com.
This press release contains forward-looking statements that are made in reliance
upon the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements include statements regarding
acceleration of product development, product integration, cross-selling
opportunities created by the transaction, further penetration of the CPG and
Internet markets, expected cost savings, and increased competitiveness. Future
events may involve risks and uncertainties, among which are uncertainties
related to the final development and market acceptance of proposed new products,
the ability to complete acquired products under development and integrate new
products into existing JDA products, the effectiveness of sales and marketing
programs to promote and distribute new products into new markets, inability to
realize expected cost savings from the elimination of redundancies, actions by
competitors which could affect sales, pricing and profitability of the Company's
products, management of product transition, international sales, the ability of
the Company to attract and train the skilled personnel required to implement its
products, general market conditions and other risks detailed in the prospectuses
relating to the Company's recently completed public offering, and which are and
will be detailed from time to time in SEC reports filed by the Company.
Acquisitions involve a number of special risks, including diversion of
management's attention to the assimilation of the operations and personnel of
acquired businesses, costs related to the acquisition and the integration of
acquired businesses, products, technologies and employees into the Company's
business and product offerings. Achieving the anticipated benefits of any
acquisition will depend, in part, upon whether the integration of the acquired
business, products, technology, or employees is accomplished in an efficient and
effective manner, and there can be no assurance that this will occur. The
difficulties of such integration may be increased by the necessity of
coordinating geographically disparate organizations, the complexity of the
technologies being integrated, and the necessity of integrating personnel with
disparate business backgrounds and combining different corporate cultures. The
inability of management to successfully integrate any acquisition the Company
may pursue, and any related diversion of management's attention, could have a
material adverse effect on the business, operating results and financial
condition of the Company. Moreover, there can be no assurance that any products
acquired will gain acceptance in the Company's markets, that the Company will be
able to penetrate new markets successfully or that the Company will obtain the
anticipated or desired benefits of such acquisitions. Any acquisition pursued or
consummated by the Company could result the Company incurring debt and
contingent liabilities, amortization of goodwill and other intangibles,
purchased research and development expense, other acquisition-related expenses
and the loss of key employees, any of which items could have a material adverse
effect on the Company's business, operating results and financial condition.
