<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): APRIL 6, 2000
J.D. EDWARDS & COMPANY
(exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER: 000-23091
<TABLE>
<S> <C>
DELAWARE 84-0728700
(State or other jurisdiction of incorporation (I.R.S. Employer Identification Number)
or organization)
ONE TECHNOLOGY WAY, DENVER, CO 80237
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (303) 334-4000
================================================================================
<PAGE> 2
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
On April 6, 2000, Douglas Massingill resigned as President, Chief Executive
Officer and Director of J.D. Edwards & Company effective immediately. The
Company's board of directors reappointed founder C. Edward McVaney to President
and Chief Executive Officer on the same day. Mr. McVaney will also remain as
Chairman of the Board of Directors. The Company did not receive a letter of
resignation from Mr. Massingill as his resignation was mutually agreed with the
Company's board of directors. As such, no director's letter is filed as an
exhibit with this report.
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.
J.D. EDWARDS & COMPANY
April 12, 2000 By: /s/ RICHARD G. SNOW, JR.
----------------------------------------------
Name: Richard G. Snow, Jr.
Title: Vice President, General Counsel
and Secretary
<PAGE> 3
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
20.1 Press Release
<PAGE> 1
EXHIBIT 20.1
Etta West
Investor Relations
J.D. Edwards
(303) 334-4772
[email protected]
John Sawyer
Public Relations
J.D. Edwards
303-334-2558
[email protected]
FOR IMMEDIATE RELEASE
J.D. EDWARDS BOARD OF DIRECTORS REAPPOINTS FOUNDER C. EDWARD MCVANEY
TO PRESIDENT AND CEO
Doug Massingill Resigns; Other Key Management Personnel
to Remain in Current Positions
DENVER, April 7, 2000 - The Board of Directors of J.D. Edwards & Company
(Nasdaq: JDEC) today announced that it has reappointed C. Edward McVaney to the
position of President and Chief Executive Officer, replacing Doug Massingill who
resigned from the position and from the Board effective immediately. McVaney had
been CEO from the company's inception in 1977 until November 1998. He will
remain as Chairman of the Board of Directors.
"I am honored to again be leading J.D. Edwards," McVaney said. "I am proud of
our position as a leader in e-Business software solutions and am excited to be
spearheading our efforts in delivering agile, business-to-business solutions
into the future. I am also looking forward to working closer with the rest of
the management team on day-to-day operations."
Dave Girard will remain as Executive Vice President and Chief Operating Officer.
Rick Allen will remain as Chief Financial Officer.
About J.D. Edwards
J.D. Edwards provides Idea to Action(TM) software solutions for companies
competing in the New Economy. The Company's integrated ActivEra(TM) Solutions,
powered by OneWorld(TM), deliver supply chain collaboration and fulfillment, and
enable creation of business-to-business trading communities in the consumer
products, industrial and services industries. With solutions from J.D. Edwards,
established enterprises, promising dot-coms and emerging trading communities
alike can adapt their software to fit today's fast-changing business models,
during and after implementation. The Company's solutions operate in multiple
computing environments, including Windows NT(R), UNIX(R) and OS/400(R), and are
JavaTM and HTML enabled.
<PAGE> 2
Founded in 1977, J.D. Edwards is headquartered in Denver, Colorado. Additional
information can be obtained by contacting the Company at 1-800-727-5333 or via
the Internet at www.jdedwards.com.
###
Copyright(C) J.D. Edwards World Source Company, 2000. J.D. Edwards is a
registered trademark of J.D. Edwards & Company. The names of all other product
and services of J.D. Edwards used herein are trademarks and registered
trademarks of J.D. Edwards World Source Company.
