8-K

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): September 9, 2009

JDA Software Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-27876	86-0787377
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

14400 North 87th Street
Scottsdale, Arizona
(Address of principal executive offices) 85260-3649
(Zip Code)

(480) 308-3000
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EX-10.1

EX-99.1

Item 1.01 Entry into a Material Definitive Agreement

On September 8, 2009, after evaluation and upon the approval of the Company’s Audit Committee, the Company entered into a Stock Purchase Agreement with Thoma Cressey Fund VII, LP and Thoma Cressey Friends Fund VII, LP, each a Delaware limited partnership, pursuant to which the Company agreed to repurchase 19,472 shares of its Series B Convertible Preferred Stock, which shares are convertible into 1,403,387 shares of the Company’s common stock, and 100,000 shares of common stock for a total purchase price of $30,067,740 (or $20.00 per share of common stock into which the Series B Convertible Preferred Stock is convertible) (the “Repurchase”).

Upon completion of the Repurchase, no shares of the Company’s Series B Convertible Preferred Stock will be outstanding.

A copy of the Stock Purchase Agreement is filed herewith as Exhibit 10.1. The above description of the Stock Purchase Agreement is qualified in its entirety by reference to Exhibit 10.1, which is incorporated by reference herein. A copy of the press release filed in connection with the Repurchase is also filed herewith as exhibit 99.1.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

On September 8, 2009, in connection with and as a condition to the Repurchase, Orlando Bravo resigned from the Company’s Board of Directors.

Additionally, on September 7, 2009, the Board of Directors elected Hamish N. Brewer to the Board of Directors. Mr. Brewer is the Company’s President and Chief Executive Officer. Mr. Brewer will serve as a Class III director and his term will expire at the Company’s 2011 annual meeting.

Mr. Brewer has served as the Company’s President and Chief Executive Officer since August 2003. Mr. Brewer previously served as President from March 2001 to July 2003, as Senior Vice President, Sales from 2000 to March 2001, as Senior Vice President, Enterprise Systems, from 1999 to 2000, as Senior Vice President, International during 1998 to 1999, as Director of the Company’s Europe, Middle East and African operations from 1996 to 1998, and as a Marketing Representative from 1994 to 1996. Prior to joining JDA, Mr. Brewer served as a Retail Marketing Specialist with IBM from 1986 to 1990 and in various operational positions with a privately-held retail sales organization located in England. Mr. Brewer received a Bachelor of Science and a Bachelor of Commerce degree from the University of Birmingham in England.

On September 8, 2009, the Company also entered into an Amended and Restated Executive Employment Agreement with Mr. Brewer (the “Employment Agreement”). Pursuant to the terms of the Employment Agreement, Mr. Brewer will receive an annual base salary of $500,000 per year, and he is eligible to receive incentive bonus compensation, subject to the terms and conditions contained in the Company’s Executive Bonus Plan discussed in the Company’s proxy statement. The Employment Agreement also states that, subject to the approval of the Board, the

Company may grant Mr. Brewer various forms of equity awards of common stock, from time to time, under the Company’s 2005 Performance Incentive Plan and entitles Mr. Brewer to benefits that are generally available to other senior executives of the Company, including group health, life and disability insurance benefits, and participation in the Company’s 401(k) plan. Mr. Brewer is also entitled to reimbursement for customary business expenses. If Mr. Brewer is terminated without cause, for good reason or for disability, as such terms are defined in the Employment Agreement, he will be entitled to certain severance benefits, including twenty-four months base salary, one year’s target bonus and any unpaid bonus earned in the year of termination.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit No.	Description
10.1	Stock Purchase Agreement dated September 8, 2009 between the Company and Thoma Bravo
99.1	Press Release dated September 9, 2009

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 9, 2009
	By:	/s/ Hamish N. Brewer
		Hamish N. Brewer
		President and Chief Executive Officer

EX-10.1

Exhibit 10.1

STOCK PURCHASE AGREEMENT

     This Stock Purchase Agreement (this “Agreement”), dated as of September 8, 2009, is by and between JDA Software Group, Inc., a Delaware corporation (the “Company”), Thoma Cressey Fund VII, L.P, a Delaware limited partnership (“Fund VII”) and Thoma Cressey Friends Fund VII, LP, a Delaware limited partnership (“Friends Fund VII” and together with Fund VII, the “Thoma Bravo Funds”).

     WHEREAS, the Company has agreed, subject to the conditions herein, to purchase from the Thoma Bravo Funds (i) 19,472 shares of Series B Convertible Preferred Stock, par value $0.01 per share, which shares are convertible into 1,403,387 shares of the Company’s common stock, par value $0.01 per share and (ii) 100,000 shares of Common Stock (“Common Stock”).

     NOW, THEREFORE, in consideration of the acts, payments, covenants and mutual agreements herein described and agreed to be performed, the Company and the Thoma Bravo Funds hereby agree as follows:

     1. Purchase and Sale of the Series B Preferred and Common Stock.

          (a) Upon the terms of and subject to conditions set forth in this Agreement, the Thoma Bravo Funds hereby agree to sell to the Company, and the Company hereby agrees to purchase from the Thoma Bravo Funds, 19,472 shares of Series B Convertible Preferred Stock (the “Series B Preferred”) and 100,000 shares of Common Stock. The number of shares of Series B Preferred and Common Stock to be purchased from each of Fund VII and Friends Fund VII are specified on Schedule 1 hereto.

          (b) The purchase price for the Series B Preferred shall be $28,067,740 in the aggregate (or $20.00 per share of Common Stock into which the Series B Preferred is convertible) and the purchase price for the Common Stock shall be $2,000,000 in the aggregate (or $20.00 purchase price per share of Common Stock) (the “Purchase Price”).

          (c) The closing shall take place on September 10, 2009 (the “Closing Date”). On the Closing Date, the Thoma Bravo Funds shall surrender to the Company any certificates representing the Series B Preferred and Common Stock, together with duly executed stock powers for the transfer of the Series B Preferred and Common Stock to the Company, or otherwise provide to the Company satisfactory evidence of the transfer of the Series B Preferred and Common Stock to the Company, against payment of the purchase price for the therefore to the Thoma Bravo Funds by wire transfer to an account or accounts designated in writing by the Thoma Bravo Funds.

          (d) Upon closing, Orlando Bravo will be deemed to have resigned from the Board of Directors, and all rights or obligations of or relating to the Series B Preferred and Common Stock shall terminate.

     2. Representations, Warranties and Covenants of the Thoma Bravo Funds. The Thoma Bravo Funds hereby represent, warrant and covenant to the Company as follows:

          (a) Ownership of the Series B Preferred and Common Stock. The Thoma Bravo Funds are the sole beneficial owners and holders of the entire right, title and interest in and to the Series B Preferred and Common Stock, free and clear of all liens and other encumbrances (other than restrictions on transfer imposed by federal and state securities laws).

          (b) Authorization; Enforceability. The Thoma Bravo Funds have full power and authority to enter into this Agreement. This Agreement has been duly authorized by all necessary corporate action and constitutes valid and legally binding obligations of each of the Thoma Bravo Funds, enforceable against the Thoma Bravo Funds in accordance with its terms.

          (c) No Conflicts. The execution and delivery by the Thoma Bravo Funds of this Agreement does not, and the consummation of the transactions contemplated hereby will not: (i) conflict with or result in a violation or breach of any law, rule, regulation, order or decree applicable to the Thoma Bravo Funds; (ii) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, any contract to which the Thoma Bravo Funds are a party; (iii) except as set forth in this Agreement or as required by the federal securities laws, require the Thoma Bravo Funds to obtain any consent, approval or action of, make any filing with or give any notice to any person as a result under the terms of any contract to which the Thoma Bravo Funds are a party; or (iv) result in the creation or imposition of any lien or other encumbrance upon the Series B Preferred or Common Stock.

          (d) Securities Law Matters; Adequacy of Information. Each of the Thoma Bravo Funds is an “accredited investor” as defined in Rule 501 of the Securities Act of 1933, as amended and the decision of the Thoma Bravo Funds to sell the Series B Preferred and Common Stock as contemplated hereby has been made by the Thoma Bravo Funds, based on the Thoma Bravo Funds’ independent analysis of the merits and risks of a sale of the Series B Preferred and Common Stock and the Thoma Bravo Funds’ own financial circumstances. The Thoma Bravo Funds, by virtue of their representation on the Board of Directors of the Company, have all information or access to information regarding the Company and its business, including financial and operating data for July and August and information relating to the Company’s plans and prospects, necessary to make an informed and knowledgeable decision with regard to the transactions contemplated hereby. The Thoma Bravo Funds understand that the Common Stock underlying the Series B Preferred and Common Stock may in the future trade at prices higher than the deemed purchase price of the Common Stock underlying the Series B Preferred and Common Stock the Thoma Bravo Funds are selling to the Company under this Agreement, and that the Thoma Bravo Funds, by entering into this Agreement, are foregoing any and all opportunities to share in any such increased value.

          (e) Required Filings. The Thoma Bravo Funds will make all filings required by law with governmental agencies or authorities as a result of the execution of this Agreement and the sale of the Series B Preferred and Common Stock, including, without limitation, filings

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required under Section 13 and Section 16 of the Exchange Act of 1934, as amended, within the time period required by all such applicable laws.

     3. Representations, Warranties and Covenants of the Company. The Company hereby represents, warrants and covenants to the Thoma Bravo Funds as follows:

          (a) Authorization; Enforceability. The Company has full power and authority to enter into this Agreement. This Agreement has been duly authorized by all necessary corporate action and constitutes valid and legally binding obligations of the Company, enforceable against the Company in accordance with its terms.

          (b) No Conflicts. The execution and delivery by the Company of this Agreement does not, and the consummation of the transactions contemplated hereby will not: (i) conflict with or result in a violation or breach of any law, rule, regulation, order or decree applicable to the Company; (ii) conflict with or result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, any contract to which the Company or any of its direct or indirect subsidiaries is a party, other than those violations or breaches which have been waived, or (iii) except as set forth in this Agreement or as required by the federal securities laws, require the Company to obtain any consent, approval or action of, make any filing with or give any notice to any person as a result or under the terms of any contract to which the Company is a party.

          (c) Required Filings. The Company will make all filings required by law with governmental agencies or authorities as a result of the execution of this Agreement and the sale of the Series B Preferred and Common Stock within the time period required by all such applicable laws.

     4. Miscellaneous.

          (a) Survival. The representations, warranties, covenants and agreements of the Thoma Bravo Funds and the Company contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the closing of the transactions contemplated hereby.

          (b) Nature of Agreement. This Agreement and all provisions thereof, including all representations and promises contained herein, are contractual and not a mere recital and shall continue in permanent force and effect. This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter hereof, and there are no agreements of any nature whatsoever between the parties hereto with respect to the subject matter hereof, except as expressly stated or referenced herein. This Agreement may not be modified or changed unless done so in writing, signed by both parties. In the event that any portion of this Agreement is found to be unenforceable for any reason whatsoever, the unenforceable provision shall be considered to be severable, and the remainder of the Agreement shall continue to be in full force and effect. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to choice of law principles.

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          (c) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

          (d) Notices. Unless otherwise provided, any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, when delivered by overnight courier or sent by facsimile, or upon delivery when delivered personally, or upon seventy-two (72) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, addressed to the party to be notified at such party’s address or facsimile number, as subsequently modified by written notice, as follows:

               (i) if to the Thoma Bravo Funds, to Thoma Cressey Bravo, Inc., 600 Montgomery Street, 32nd Floor, San Francisco, California 94111, attention: Orlando Bravo, (facsimile: 415-392-6480).

               (ii) if to the Company, to JDA Software Group, Inc., 14400 North 87th Street, Scottsdale, Arizona 85260, attention: General Counsel (facsimile: 480-308-3268).

          (e) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable for whatever reason, the remaining provisions of this Agreement shall nevertheless continue in full force and effect without being impaired in any manner whatsoever.

          (f) Several Obligations. The obligations of each of Fund VII and Friends Fund VII are several and not joint.

          (g) Further Assurances. Each party to this Agreement agrees upon request to execute any further documents or instruments necessary or desirable to carry out the purposes or intent of this Agreement.

          (h) Advice of Counsel. Each party to this agreement acknowledges that, in executing this agreement, such party has had the opportunity to seek the advice of independent legal counsel, and has read and understood all of the terms and provisions of this agreement. This agreement shall not be construed against any party by reason of the drafting or preparation hereof.

          (i) Public Announcements. Except to the extent otherwise required by applicable law, the Thoma Bravo Funds, on the one hand, and the Company, on the other hand, will consult with each other before issuing, and to the extent reasonably practicable, give each other the opportunity to review and comment upon, any press release or other public statements with respect to the transaction contemplated by this Agreement, and shall not issue any such press release or make any such public statement prior to such consultation, except as may be required by applicable law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system.

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          (j) Insurance and Indemnification. The parties hereby confirm that the terms of the Indemnification Agreement between the Company and Orlando Bravo, dated November 14, 2007, remain in full force and effect.

[Signature Page Follows]

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     The parties have executed this Stock Purchase Agreement as of the date first written above.

THE COMPANY:
JDA SOFTWARE GROUP, INC.
By:	/s/ Hamish Brewer
Name: Hamish Brewer
Title: CHIEF EXECUTIVE OFFICER
SELLERS:
THOMA CRESSEY FUND VII, L.P.
By: TC Partners VII, L.P., its General Partner,
By: Thomas Cressey Bravo, Inc., its General Partner
By	/s/ Thomas Cressey Bravo
	Name:
	Title:
THOMA CRESSEY FRIENDS FUND VII, L.P.
By: TC Partners VII, L.P., its General Partner,
By: Thomas Cressey Bravo, Inc., its General Partner
By	/s/ Thomas Cressey Bravo
	Name:
	Title:

SCHEDULE 1

	Shares of Series B		Common Stock		Shares of
Thoma Bravo Funds	Preferred		Equivalent		Common Stock
Thoma Cressey Fund VII, L.P.		18,703		1,347,964		100,000
Thoma Cressey Friends Fund VII, L.P.		769		55,423		0
Total:		19,472		1,403,387		100,000

EX-99.1

Exhibit 99.1

	JDA Investor Relations Contact:
	Lawrence Delaney, Jr., The Berlin Group
JDA Software Group, Inc. NEWS RELEASE	Tel: (714) 734-5000; larry@berlingroup.com JDA Public Relations Contact:
	Jenni Ottum, JDA Public Relations
	Tel: (480) 308-3438; Jenni.Ottum@jda.com

JDA Software Announces Cash Repurchase of Series B Preferred Stock and Common
Stock, Appointment to the Board of Directors of CEO Hamish Brewer and Employment
Agreement with Mr. Brewer

Scottsdale, Ariz. – September 9, 2009 – JDA^® Software Group, Inc. (NASDAQ: JDAS) today announced that it has repurchased with cash all of its remaining Series B convertible preferred stock outstanding as of Sept. 8, 2009. This stock was issued to finance the Company’s successful acquisition of Manugistics in 2006.

     JDA has agreed to purchase from funds affiliated with Thoma Bravo, LLC (the “Thoma Bravo Funds”) 19,472 shares of its Series B convertible preferred stock and common stock owned by the Thoma Bravo Funds, totaling 1,503,387 common equivalent shares for a purchase price of $30,067,740, which translates to a purchase price of $20.00 per common equivalent share. At June 30, 2009, JDA had cash on hand of approximately $93 million.

     Hamish Brewer, JDA’s chief executive officer, said, “We greatly appreciate the capital and expertise that Thoma Bravo and its representative on our board of directors, Orlando Bravo, brought in connection with the Manugistics transaction. We are pleased that in just three years we have been able to essentially pay off all debt and preferred stock relating to the Manugistics acquisition. JDA is well positioned to pursue its long-term growth objectives.”

     Orlando Bravo, managing partner of Thoma Bravo, commented, “We have been delighted with our partnership with JDA and are happy to have assisted in this cycle of the Company’s growth plans. This investment and the related acquisition are exactly the type of “win-win” scenarios we strive for with our portfolio companies.”

     JDA also announced the appointment of Brewer to JDA’s board of directors as a Class III director. Concurrently with this appointment, JDA and Brewer entered into an Amended and Restated Executive Employment Agreement, dated Sept. 8, 2009.

About JDA Software Group, Inc.

     JDA^® Software Group, Inc. (NASDAQ: JDAS) is the world’s leading supply chain solutions provider, helping companies optimize operations and improve profitability. JDA drives business efficiency for its global customer base of more than 5,800 retailers, manufacturers, wholesaler-distributors and services industries companies through deep domain expertise and innovative solutions. JDA’s combination of unmatched services, together with its integrated yet modular solutions for merchandising, supply chain planning and execution and revenue management, leverage the strong heritage and knowledge capital of market leaders including Manugistics, E3, Intactix and Arthur. When supply

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JDA Software Announces Cash Repurchase of Series B Preferred Stock and Common Stock, Appointment to the Board of Directors of CEO Hamish Brewer

chain results matter, companies turn to JDA. For more information about JDA, visit www.jda.com or contact us at info@jda.com or call +1.800.479.7382 / +1.480.308.3000.

About Thoma Bravo, LLC

     Thoma Bravo is a leading private equity investment firm that has been providing equity and strategic support to experienced management teams building growing companies for more than 28 years.  The firm originated the concept of industry consolidation investing, which seeks to create value through the strategic use of acquisitions to accelerate business growth.  Thoma Bravo applies its investment strategy across multiple industries with a particular focus on the software and services sectors. In the software industry, Thoma Bravo has completed 40 acquisitions across 13 platform companies with total annual earnings in excess of $600 million. For more information on Thoma Bravo, visit http://www.thomabravo.com/.

We do not believe this press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Nevertheless, if remarks in this press release are considered to be “forward-looking” or to have forward-looking implications, we would remind our investors and prospective investors that future events may involve risks and uncertainties. Other risks and uncertainties that may affect our business are detailed from time to time in the “Risk Factors” section of our filings with the Securities and Exchange Commission. As a result of these and other risks, actual results may differ materially from those predicted. We undertake no obligation to update information in this release.

“JDA” is a trademark or registered trademark of JDA Software Group, Inc. Any trade, product or service name referenced in this document using the name “JDA” is a trademark and/or property of JDA Software Group, Inc.

JDA Software Group, Inc.
14400 N. 87^th Street
Scottsdale, Ariz. 85260

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