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 29, 2008

JDA Software Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation) 0-27876
(Commission File Number) 86-0787377
(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)

þ   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 1.01 Entry into a Material Definitive Agreement.

     On September 29, 2008, JDA Software Group, Inc. (JDA”), Credit Suisse, Credit Suisse Securities (USA) LLC (together, “Credit Suisse”), Wachovia Bank, National Association and Wachovia Capital Markets, LLC (together with Wachovia Bank, “Wachovia) entered into an amendment attached as Exhibit 10.1 (the “Amendment”) to the Commitment Letter dated August 10, 2008 by and among JDA, Credit Suisse and Wachovia (the “Letter”). JDA entered into the Letter to secure a commitment for the funding of (the “Financing”), among other things, JDA’s acquisition of i2 Technologies, Inc. (“i2”). The Letter was filed as Exhibit 10.2 to JDA’s current report on Form 8-K on August 11, 2008.

     The Amendment amends the Letter to provide, for among other things, a reduction in JDA’s consolidated pro forma earnings before income tax, depreciation and amortization for the four fiscal quarter period most recently ended prior to the closing of JDA’s acquisition of i2 from $136,300,000 to $130,000,000. The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment.

Additional Information and Where to Find It

     This Current Report on Form 8-K is being made in respect of the proposed transaction involving JDA and i2. In connection with the proposed transaction, i2 has agreed to file with the Securities and Exchange Commission (the “SEC”) and mail to its stockholders a Definitive Proxy Statement soliciting approval for the proposed transaction. The Definitive Proxy Statement will contain important information about the proposed transaction and related matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The Definitive Proxy Statement will be mailed to the stockholders of i2. Investors and security holders may obtain free copies of this document (when it is available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by going to i2’s Investor Relations page on its corporate website at www.i2.com/investor or by directing a request to i2 at One i2 Place, 11701 Luna Road, Dallas, Texas, 75234, Attention: Investor Relations (telephone: 469-357-1000).

     i2, and its respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from the stockholders of i2 in connection with the transaction described herein. Information regarding the special interests of i2’s directors and executive officers will be included in the Definitive Proxy Statement described above. Additional information regarding these directors and executive officers is also set forth in i2’s proxy statement for its 2008 Annual Meeting of Stockholders, which was filed with the SEC on April 28, 2008 and Annual Report on Form 10-K filed with the SEC on March 17, 2008. These documents are available free of charge at the SEC’s web site at www.sec.gov. i2’s filings are available free of charge on i2’s corporate website at www.i2.com/investor on its investor relations page or by telephone as listed below. JDA may be deemed to have participated in the solicitation of proxies from the stockholders of i2 in favor of the proposed transaction described herein. Information regarding JDA’s directors and executive officers is set forth in JDA’s proxy statement for its 2008 Annual Meeting of Stockholders, which was filed with the SEC on April 11, 2008 and Annual Report on Form 10-K filed with the SEC on March 14, 2008. These documents are available free of charge at the SEC’s web site at www.sec.gov. JDA’s filings are available free of charge on JDA’s corporate website at www.jda.com on its investor relations page or by telephone as listed below.

Item 8.01 Other Events.

     On September 30, 2008, JDA issued a press release announcing that Credit Suisse and Wachovia had confirmed their commitment to provide JDA with the Financing and that Wells Fargo Foothill had joined the financing syndicate. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Information Not “Filed”

The information in this Form 8-K and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.	Description
10.1	Amendment dated September 29, 2008 to the Commitment Letter dated August 10, 2008 by and among JDA Software Group, Inc., Credit Suisse, Credit Suisse Securities (USA) LLC, Wachovia Bank, National Association and Wachovia Capital Markets, LLC
99.1	JDA Software Group, Inc. press release dated September 30, 2008.

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: September 30, 2008	JDA Software Group, Inc.
	By:	/s/ Kristen L. Magnuson
		Kristen L. Magnuson
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment dated September 29, 2008 to the Commitment Letter dated August 10, 2008 by and among JDA Software Group, Inc., Credit Suisse, Credit Suisse Securities (USA) LLC, Wachovia Bank, National Association and Wachovia Capital Markets, LLC
99.1	JDA Software Group, Inc. press release dated September 30, 2008.

EX-10.1

Exhibit 10.1

CREDIT SUISSE SECURITIES (USA) LLC CREDIT SUISSE Eleven Madison Avenue New York, NY 10010	WACHOVIA CAPITAL MARKETS, LLC WACHOVIA BANK, NATIONAL ASSOCIATION One Wachovia Center 301 South College Street Charlotte, NC 28288-0737
	CONFIDENTIAL

September 29, 2008

JDA Software Group, Inc.
14400 North 87th Street
Scottsdale, Arizona 85260
Attention: Kristen Magnuson

Re: Commitment Letter dated August 10, 2008 (together with the Term Sheet attached thereto, the “Commitment Letter”) addressed to JDA Software Group, Inc. (the “Borrower” or “you”) in connection with $450,000,000 Senior Secured Credit Facilities relating to Project Igloo.

Ladies and Gentlemen:

Reference is made to the Commitment Letter. Capitalized terms used in this letter and not otherwise defined herein are used with the meanings ascribed to them in the Commitment Letter. Credit Suisse, the Wachovia Parties and the Borrower hereby agree as follows:

Section 9 of the Commitment Letter is hereby amended by replacing the second sentence therein with the following:

“Credit Suisse and the Wachovia Parties are herein collectively referred to as the “Commitment Parties”. The Commitment Parties may not assign (by operation of law or otherwise) their respective commitments, duties or obligations hereunder without the prior written consent of each other Commitment Party, and any attempted assignment without such consent shall be null and void; provided that (i) any assignment to one or more prospective Lenders with the consent of each other Commitment Party, shall release such assigning Commitment Party from the portion of its commitment hereunder so assigned, (ii) any and all obligations of, and services to be provided by, a Commitment Party hereunder (including, without limitation, such Commitment Party’s commitment) may be performed and any and all rights of such Commitment Party hereunder may be exercised by or through (x) any entity that is an affiliate of such Commitment Party on the date hereof or (y) any branches of such Commitment Party, (iii) nothing contained herein shall prevent or prohibit any Commitment Party from pledging its rights hereunder to a collateral agent or other counterparty providing credit or credit support to such Commitment Party in support of its obligations to such collateral agent or a holder of such obligations, as the case may be (it being understood and agreed that no pledge pursuant to this clause (iii) shall release such Commitment Party from any of its obligations hereunder) and (iv) nothing contained herein shall prevent or prohibit any Commitment Party from making assignments of its respective Commitment to actual or potential Lenders as part of the general syndication of the Facilities.”

Project Igloo- Commitment Letter Amendment

The last paragraph in Annex I to Exhibit A to the Commitment Letter is hereby amended by replacing therein “the Term Facility will be issued at a 3% original discount” with “an upfront fee of 3% of the Term Facility will be payable to the lenders under the Term Facility”.

Paragraph 6 of Exhibit B to the Commitment Letter is hereby amended by replacing therein “$136,300,000” with “$130,000,000”.

For all purposes of the Commitment Letter, the term “Fee Letter” shall mean and refer to collectively (a) the fee letter dated August 10, 2008 with respect to the Facilities among CS, CS Securities, Wachovia Bank and Wachovia Securities, as amended as of the date hereof, and (b) the administrative agent’s fee letter dated August 10, 2008 between Credit Suisse and you.

On and after the effectiveness of this letter, each reference in the Commitment Letter to “this Commitment Letter”, “this letter’, “hereunder”, “hereof” or words of like import referring to the Commitment Letter, and each reference in the Fee Letter or elsewhere to “the Commitment Letter”, “thereunder”, “thereof” or words of like import referring to the Commitment Letter, shall mean and be a reference to the Commitment Letter, as amended by this letter.

The Commitment Letter, as specifically amended by this letter, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this letter shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any of the Credit Suisse or the Wachovia Parties under the Commitment Letter or the Fee Letter.

This letter is subject to the provisions contained in sections 12 (Confidentiality) and 13 (Surviving Provisions) of the Commitment Letter.

This letter may be executed in counterparts which, taken together, shall constitute an original. Delivery of an executed counterpart of this letter by facsimile or other electronic transmission (i.e. “pdf” or “tiff”) shall be effective as delivery of a manually executed counterpart thereof.

The Commitment Letter, as amended hereby, and the Fee Letter supersede all prior understandings, whether written or oral, between us with respect to the Facilities. THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

Project Igloo- Commitment Letter Amendment

2

Very truly yours, CREDIT SUISSE SECURITIES (USA) LLC
By
	Name:
	Title:
CREDIT SUISSE, CAYMAN ISLANDS BRANCH
By
	Name:
	Title:
By
	Name:
	Title:
WACHOVIA BANK, NATIONAL ASSOCIATION
By
	Name:
	Title:
WACHOVIA CAPITAL MARKETS, LLC
By
	Name:
	Title:

Project Igloo- Commitment Letter Amendment

Accepted and agreed to as of
the date first above written:
JDA SOFTWARE GROUP, INC.

By
	Name:
	Title:

Project Igloo- Commitment Letter Amendment

EX-99.1

Exhibit 99.1

•
•
•
•
•
•
•
• JDA Software Group, Inc.
NEWS RELEASE Contact Information at End of Release

Credit Suisse Securities and Wachovia Capital Markets LLC Confirm Their Commitment to Debt
Financing for JDA Software’s Pending Acquisition of i2 Technologies

Wells Fargo Foothill Joins Syndicate

Scottsdale, Ariz. — September 30, 2008 — JDA ^® Software Group, Inc. (NASDAQ: JDAS) today announced that Wells Fargo Foothill has recently joined the financing syndicate, led by Credit Suisse, taking a sizable hold position. JDA will host a bank meeting for the syndication of the debt in early October in New York City.

     In a commitment letter filed with the SEC on August 11, 2008, Credit Suisse Securities and Wachovia Capital Markets LLC committed up to $450 million of debt financing to JDA to finance the acquisition of i2 Technologies, Inc. The successful syndication of the debt is not a condition of the financing. The conditions to the financing can be found in Exhibit B to the commitment letter.

     In order to provide additional flexibility and deal certainty, JDA, Credit Suisse and Wachovia have agreed to amend the commitment letter to reduce the adjusted pro forma EBITDA, as defined, condition to financing. The amendment also confirms the original $450 million commitment by Credit Suisse and Wachovia.

About JDA Software Group, Inc. (Pre Acquisition)

     JDA^® Software Group, Inc. (NASDAQ: JDAS) is focused on helping companies realize real supply chain and revenue management results — fast. JDA Software delivers integrated merchandising as well as supply chain and revenue management planning, execution, and optimization solutions for the consumer-driven supply chain and services industries. Through its industry leading solutions, leading manufacturers, distributors, retailers and services companies around the world are growing their businesses with greater predictability and more profitably. For more information on JDA Software, visit www.jda.com or contact us at info@jda.com or call +1.800.479.7382.

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Add One
Credit Suisse Securities and Wachovia Capital Markets LLC Reconfirm Commitment to Debt Financing for JDA Software’s Pending Acquisition of i2 Technologies

“Safe Harbor” Statement under the U.S. Private Securities Litigation Reform Act of 1995

     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. The forward-looking statements contained herein include statements about the consummation of the pending merger of JDA Software Group, Inc. (“JDA”) and i2 Technologies, Inc. (“i2”) and consummation of the credit facility that is necessary for JDA to acquire i2. Additional information relating to the uncertainty affecting the proposed acquisition of i2 by JDA, uncertainty regarding the businesses of JDA and i2 as well as certain risks associated with the pending merger between JDA and i2 are contained in the respective filings with the SEC, including the Proxy Statement referred to below. Neither JDA nor i2 is under any obligation to (and expressly disclaims any such obligation to) update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

     In addition to the specific risks identified in the preceding paragraph, mergers involve a number of special risks, including diversion of management’s attention to the assimilation of the technology and personnel of acquired businesses, costs related to the merger, the integration of acquired products, technologies and employees into JDA’s business and product offerings, and the risk that the merger is not consummated. Achieving the anticipated benefits of the pending merger will depend, in part, upon whether the integration of the acquired 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 the business of the two companies, and any related diversion of management’s attention, could have a material adverse effect on the combined company’s business, operating results and financial condition.

Caution Required by Certain SEC Rules

     In connection with the proposed transaction, i2 has agreed to file with the Securities and Exchange Commission (the “SEC”) and mail to its stockholders a Definitive Proxy Statement soliciting approval for the proposed transaction. The Proxy Statement will contain important information about the proposed transaction and related matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. The Definitive Proxy Statement will be mailed to the stockholders of i2. Investors and security holders may obtain free copies of this document (when it is available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by going to i2’s Investor Relations page on its corporate website at www.i2.com/investor or by directing a request to i2 at One i2 Place, 11701 Luna Road, Dallas, Texas, 75234, Attention: Investor Relations (telephone: 469-357-1000).

     i2, and its respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from the stockholders of i2 in connection with the transaction described herein. Information regarding the special interests of i2’s directors and executive officers will be included in the Definitive Proxy Statement described above. Additional information regarding these directors and executive officers is also set forth in i2’s proxy statement for its 2008 Annual Meeting of Stockholders, which was filed with the SEC on April 28, 2008 and Annual Report on Form 10-K filed with the SEC on March 17, 2008. These documents are available free of charge at the SEC’s web site at www.sec.gov. i2’s filings are available free of charge on i2’s corporate website at www.i2.com/investor on its investor relations page or by telephone as listed below. JDA may be deemed to have participated in the solicitation of proxies from the stockholders of i2 in favor of the proposed transaction described herein. Information regarding JDA’s directors and executive officers is set forth in JDA’s proxy statement for its 2008 Annual Meeting of Stockholders, which was filed with the SEC on April 11, 2008 and Annual Report on Form 10-K filed with the SEC on March 14, 2008. These documents are available free of charge at the SEC’s web site at www.sec.gov. JDA’s filings are available free of charge on JDA’s corporate website at www.jda.com on its investor relations page or by telephone as listed below.

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Add Two
Credit Suisse Securities and Wachovia Capital Markets LLC Reconfirm Commitment to Debt Financing for JDA Software’s Pending Acquisition of i2 Technologies

JDA Investor Relations Contact:
Kristen L. Magnuson, Executive VP and CFO
kristen.magnuson@jda.com
480-308-3421

JDA Public Relations Contact:
Larry Ferrere, Chief Marketing Officer
larry.ferrere@jda.com
480-308-3033

-30-

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