S-8

Filed with the Securities and Exchange Commission on April 25, 2002

Registration No.

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 85260-3649

(Address of principal executive offices) (Zip code)

JDA Software Group, Inc.
1998 Nonstatutory Stock Option Plan and

Standalone Nonstatutory Stock Option Grant to Mr. William C. Keiper (Full title of the plan)

James D. Armstrong
Chief Executive Officer
JDA Software Group, Inc.
14400 North 87th Street
Scottsdale, Arizona 85260-3649

(Name and address of agent for service)

Telephone number, including area code, of agent for service: (480) 308-3000.

This registration statement shall hereafter become effective in accordance with Rule 462 promulgated under the Securities Act of 1933, as amended.

CALCULATION OF REGISTRATION FEE

			Proposed		Proposed
	Amount		maximum		maximum		Amount of
Title of securities	to be		offering price		aggregate		registration
to be registered1	registered2		per share		offering price		fee
1998 Nonstatutory Stock Option Plan
Common Stock
($0.01 par value)		200,750	$	15.753	$	3,161,812.503	$	290.89
		90,313	$	21.0083	$	1,897,295.503	$	174.55
		20,000	$	13.143	$	262,800.003	$	24.18
		15,000	$	16.003	$	240,000.003	$	22.08
		23,937	$	35.224	$	843,061.144	$	77.56
Standalone Nonstatutory Stock Option Grant to Mr. William C. Keiper
Common Stock
($0.01 par value)		18,750	$	6.43753	$	120,703.133	$	11.10
Total		368,750			$	6,525,672.27	$	600.36

¹ The securities to be registered include options to acquire Common Stock.

² Pursuant to Rule 416(a), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction.

³ Estimated pursuant to Rule 457(h) solely for purposes of calculating the registration fee. The price is computed on the basis of the actual exercise price of the options.

⁴ Estimated pursuant to Rule 457(h) solely for purposes of calculating the registration fee. The price is based upon the average of the high and low prices of the Common Stock on April 19, 2002, as reported on the Nasdaq National Market.

TABLE OF CONTENTS

PART II
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption From Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURE
POWER OF ATTORNEY
EXHIBIT INDEX
EX-5
EX-23.2

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference

                  JDA Software Group, Inc. (the “Company”) hereby incorporates by reference in this registration statement the following documents:

                  (a) The Company’s Annual Report on Form 10-K containing audited financial statements for the Company’s latest fiscal year ended December 31, 2001, as filed with the Commission on March 29, 2002 (File No. 000-27876).

                  (b) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the document referred to in (a) above.

                  (c) The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A, filed pursuant to Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

                  All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities 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

                  The class of securities to be offered is registered under Section 12 of the Exchange Act.

Item 5.       Interests of Named Experts and Counsel

                  Inapplicable.

Item 6.       Indemnification of Directors and Officers

                  Section 102(b) of the Delaware General Corporation Law authorizes a corporation to provide in its Certificate of Incorporation that a director of the corporation shall not be personally liable to corporation or its stockholders for monetary damages for breach or alleged breach of the director’s “duty of care.” While this statute does not change directors’ duty of care, it enables corporations to limit available relief to equitable remedies such as injunction or rescission. The statute has no effect on a director’s duty of loyalty or liability for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, illegal payment of dividends or stock redemptions or repurchases, or for any transaction from

which the director derives an improper personal benefit. As permitted by the statute, the Company has adopted provisions in its Certificate of Incorporation which eliminate to the fullest extent permissible under Delaware law the personal liability of its directors to the Company and its stockholders for monetary damages for breach or alleged breach of their duty of care.

                  Section 145 of the General Corporation Law of the State of Delaware provides for the indemnification of officers, directors, employees and agents of a corporation. The Bylaws of the Company provide for indemnification of its directors, officers, employees and agents to the full extent permitted under Delaware law, including those circumstances in which indemnification would otherwise be discretionary under Delaware law. The Company’s Bylaws also empower it to enter into indemnification agreements with its directors and officers and to purchase insurance on behalf of any person whom it is required or permitted to indemnify. The Company has entered into agreements with its directors and certain of its executive officers that require the Company to indemnify such persons to the fullest extent permitted under Delaware law against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred (including expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to which any such person may be made a party by reason of the fact that such person is or was a director or an executive officer of the Company or any of its affiliated enterprises. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder.

                  Section 145 of the General Corporation Law of the State of Delaware provides for indemnification in terms sufficiently broad to indemnify such individuals, under certain circumstances, for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933, as amended (the “Securities Act”).

Item 7.       Exemption From Registration Claimed

                  Inapplicable.

Item 8.       Exhibits

                  See Exhibit Index.

Item 9.       Undertakings

                  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;

                           (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;

                           (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, 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.

                  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, 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.

                  Insofar as indemnification for liabilities arising under the Securities Act 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue.

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 April 23, 2002.

JDA SOFTWARE GROUP, INC.

By:    /s/ James D. Armstrong
          James D. Armstrong
          Chief Executive Officer

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 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 April 23, 2002.

Signature	Title
/s/ James D. Armstrong James D. Armstrong	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
/s/ Kristen L. Magnuson Kristen L. Magnuson	Executive Vice President, Chief Financial Officer and Secretary (Principal Financial and Accounting Officer)
/s/ Michael Gullard Michael Gullard	Director
/s/ William C. Keiper William C. Keiper	Director
/s/ Douglas G. Marlin Douglas G. Marlin	Director
/s/ Jock Patton Jock Patton	Director

EXHIBIT INDEX

4.1	Second Restated Certificate of Incorporation of the Company together with a Certificate of Amendment dated June 12, 1998 are incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998, as filed with the Securities and Exchange Commission on August 14, 1998.
4.2	First Amended and Restated Bylaws of the Company are incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1998, as filed with the Securities and Exchange Commission on August 14, 1998.
5	Legal Opinion of Gray Cary Ware & Freidenrich LLP
23.1	Consent of Counsel (included in Exhibit 5)
23.2	Independent Auditors’ Consent
24	Power of Attorney (included in signature pages to this registration statement)

EX-5 3 p66486ex5.txt EX-5 EXHIBIT 5 [LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP] 400 Hamilton Avenue, Palo Alto, CA 94301-1825 Phone: 650-833-2000 Fax: 650-833-2001 www.graycary.com April 23, 2002 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Ladies and Gentlemen: 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 up to 368,750 shares of the Common Stock, $0.01 par value, of the Company which may be issued pursuant to options granted under the JDA Software Group, Inc. 1998 Nonstatutory Stock Option Plan (the "Plan") and the Standalone Nonstatutory Stock Option Agreement with Mr. William C. Keiper (the "Option Agreement"). 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 corporation laws of the State of Delaware and the federal law of the United States. As to matters of Delaware Corporation law, we have based our opinion solely upon our 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 368,750 shares of Common Stock which may be issued upon the exercise of options granted pursuant to the Plan and the Option Agreement are duly authorized shares of the Company's Common Stock, and, when issued against receipt of the consideration therefor in accordance with the provisions of the Plan will be validly issued, fully paid and nonassessable. 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 GRAY CARY WARE & FREIDENRICH LLP EX-23.2 4 p66486ex23-2.txt EX-23.2 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 21, 2002, appearing in the Annual Report on Form 10-K of JDA Software Group, Inc. for the fiscal year ended December 31, 2001. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Phoenix, Arizona April 23, 2002 -----END PRIVACY-ENHANCED MESSAGE-----

EX-5

                                                                       EXHIBIT 5

                [LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP]
                  400 Hamilton Avenue, Palo Alto, CA 94301-1825
             Phone: 650-833-2000 Fax: 650-833-2001 www.graycary.com

April 23, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

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 up to 368,750 shares of the
Common Stock, $0.01 par value, of the Company which may be issued pursuant to
options granted under the JDA Software Group, Inc. 1998 Nonstatutory Stock
Option Plan (the "Plan") and the Standalone Nonstatutory Stock Option Agreement
with Mr. William C. Keiper (the "Option Agreement").

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 corporation laws of
the State of Delaware and the federal law of the United States. As to matters of
Delaware Corporation law, we have based our opinion solely upon our 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 368,750 shares of
Common Stock which may be issued upon the exercise of options granted pursuant
to the Plan and the Option Agreement are duly authorized shares of the Company's
Common Stock, and, when issued against receipt of the consideration therefor in
accordance with the provisions of the Plan will be validly issued, fully paid
and nonassessable. 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

GRAY CARY WARE & FREIDENRICH LLP

EX-23.2

                                                                    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 21, 2002,
appearing in the Annual Report on Form 10-K of JDA Software Group, Inc. for the
fiscal year ended December 31, 2001.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Phoenix, Arizona
 April 23, 2002