-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WgH1yeI0XAKZsf88QrVWtz8grw4OeSLjXL9x4h2lChw1TgxCSpcdMlaMXVlWExv9 1W/rVtxJMMqdv3VTLhwE8w== 0000950123-11-000467.txt : 20110105 0000950123-11-000467.hdr.sgml : 20110105 20110105095023 ACCESSION NUMBER: 0000950123-11-000467 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20110101 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110105 DATE AS OF CHANGE: 20110105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JDA SOFTWARE GROUP INC CENTRAL INDEX KEY: 0001006892 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 860787377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27876 FILM NUMBER: 11509207 BUSINESS ADDRESS: STREET 1: 14400 N 87TH ST CITY: SCOTTSDALE STATE: AZ ZIP: 85260 BUSINESS PHONE: 4083083000 MAIL ADDRESS: STREET 1: 14400 N 87TH ST CITY: SCOTTSDALE STATE: AZ ZIP: 85260 8-K 1 p18452e8vk.htm FORM 8-K e8vk
 
 
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): January 1, 2011
JDA Software Group, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   0-27876   86-0787377
         
(State of other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification Number)
14400 North 87th Street
Scottsdale, Arizona 85260-3649

(Address of principal executive offices including zip code)
(480) 308-3000
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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))
 
 

 


 

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
     On January 1, 2011, the Board of Directors (the “Board”) of JDA Software Group, Inc. (the “Company”) increased the number of directors constituting the Board from five to six, and appointed Richard M. Haddrill as a member of the Board as a Class I director, effective immediately, to serve until the Company’s 2012 Annual Meeting of Stockholders. The Board also appointed Mr. Haddrill as a member of its Audit Committee, its Compensation Committee, and its Nominating and Governance Committee.
     Mr. Haddrill is currently the President, Chief Executive Officer and a member of the board of directors of Bally Technologies, Inc., a worldwide gaming company that designs, manufactures, distributes, and operates gaming devices and computerized monitoring, accounting and player-tracking systems for gaming devices. Prior to becoming the Chief Executive Officer of Bally Technologies, Inc. in 2004, Mr. Haddrill was the Chief Executive Officer and a member of the board of directors of Manhattan Associates, Inc., a global software solutions company in the supply chain industry. Mr. Haddrill also previously served as the President, Chief Executive Officer and as a member of the board of directors of Powerhouse Technologies, Inc., a technology and gaming company, and as an Area Managing Partner for Ernst & Young LLP. Mr. Haddrill’s extensive leadership background with software and supply chain companies brings valuable expertise to the Board.
     In connection with his appointment to the Board, Mr. Haddrill will receive a one-time grant of 2,000 restricted shares of the Company’s common stock pursuant to the JDA Software Group, Inc. 2005 Performance Incentive Plan (the “Plan”). In addition, starting January 1, 2011, members of the Board, including Mr. Haddrill, will receive the following compensation:
    an annual retainer fee for membership on the Board of $45,000;
 
    $1,000 for attending each regular or special meeting of the Board in excess of six per fiscal quarter;
 
    an annual grant of 4,000 restricted shares of the Company’s common stock pursuant to the Plan; and
 
    reimbursement for reasonable out-of-pocket expenses.
     Mr. Haddrill has no relationships that would require disclosure under Item 404(a) of Regulation S-K, and is not a party to any arrangement or understanding with any other person pursuant to which he was selected a director of the Company.
     Mr. Haddrill and the Company plan to enter into an indemnification agreement (the “Indemnification Agreement”) which will provide standard indemnification protection for Mr. Haddrill in connection with his service as a director of the Company. The Indemnification Agreement will be substantially similar to the form filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 16, 2010 and incorporated herein by reference.
     A press release announcing the election of Mr. Haddrill as a director, as described above, is attached hereto as Exhibit 99.1
Item 9.01   Financial Statements and Exhibits
         
Exhibit No.   Description
  99.1    
— Press Release dated January 5, 2011.

 


 

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.
         
Date: January 5, 2011 JDA Software Group, Inc.
 
 
  By:   /s/ Peter S. Hathaway    
    Peter S. Hathaway   
    Executive Vice President and Chief Financial Officer   
 

 

EX-99.1 2 p18452exv99w1.htm EX-99.1 exv99w1
Exhibit 99.1
     
(JDA SOFTWARE GROUP INC LOGO)   JDA Investor Relations Contact:
Mike Burnett, GVP, Treasury and Investor Relations
Tel: 480-308-3392; mike.burnett@jda.com

JDA Public Relations Contact:
Beth Elkin, Senior Director, Corporate Communications
Tel: 469-357-4225; beth.elkin@jda.com
     
 
JDA Software Adds Richard M. Haddrill to Board of Directors
Scottsdale, Arizona — January 5, 2011 — JDA® Software Group, Inc. (NASDAQ: JDAS), The Supply Chain Company®, today announced that Richard M. Haddrill was appointed to the company’s board of directors on January 1, 2011. Haddrill brings valuable expertise and extensive leadership experience with software and supply chain management companies to the JDA board of directors. He has been appointed to the board’s audit, compensation, and nominating and governance committees.
Since 2004 Haddrill has served as president, chief executive officer and a member of the board of directors of Bally Technologies, Inc., a worldwide gaming company that designs, manufactures, distributes and operates gaming devices and computerized monitoring, accounting and player-tracking systems for gaming devices. Prior to joining Bally Technologies, Haddrill was the chief executive officer and a member of the board of directors of Manhattan Associates, Inc., a global software solutions company in the supply chain industry. Haddrill also previously served as the president, chief executive officer and as a member of the board of directors of Powerhouse Technologies, Inc., a technology and gaming company, and as an area managing partner for Ernst & Young LLP.
“We are pleased to welcome Dick as a valued member of the JDA board of directors,” said James D. Armstrong, chairman of the board of directors, JDA Software. “As JDA continues to grow and expand its position as The Supply Chain Company, Dick brings the leadership skills, as well as the knowledge of supply chain and technology industries, to immediately add value to the stakeholders of JDA.”
About JDA Software Group, Inc.
JDA® Software Group, Inc. (NASDAQ: JDAS), The Supply Chain Company®, is the leading provider of innovative supply chain management, merchandising and pricing excellence solutions worldwide. JDA empowers more than 6,000 companies of all sizes to make optimal decisions that improve profitability and achieve real results in the discrete and process manufacturing, wholesale distribution, transportation, retail and services industries. With an integrated solutions offering that spans the entire supply chain from materials to the consumer, JDA leverages the powerful heritage and knowledge capital of acquired market leaders including i2 Technologies®, Manugistics®, E3®, Intactix® and Arthur®. JDA’s multiple service options, delivered via the JDA® Private Cloud, provide customers with flexible configurations, rapid time-to-value, lower total cost of ownership and 24/7 functional and technical support and expertise. To learn more, visit www.jda.com or e-mail info@jda.com.
“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. 87th Street
Scottsdale, AZ 85260

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