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): November 4, 2008

JDA Software Group, Inc.

(Exact name of registrant as specified in its charter)

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

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

Item 8.01 Other Events.

     On November 4, 2008, JDA Software Group, Inc. (“JDA”) sent a letter to i2 Technologies, Inc. (“i2”) requesting that i2 adjourn its stockholder meeting scheduled for November 6, 2008 and that i2 enter into negotiations with JDA for a reduction of the merger consideration payable to i2 stockholders (the “letter”).

     JDA, i2 and Iceberg Acquisition Corp., a wholly-owned subsidiary of JDA, entered into an Agreement and Plan of Merger dated August 10, 2008 which provides for the merger of Iceberg Acquisition Corp. with and into i2, with i2 surviving as a wholly-owned subsidiary of JDA.

     On November 5, 2008, JDA issued a press release regarding the information contained in the letter. The letter and press release are attached as Exhibit 99.1 and as Exhibit 99.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit No.		Description
	99.1	JDA Software Group, Inc. letter to i2 Technologies, Inc. dated November 4, 2008.
	99.2	JDA Software Group, Inc. press release dated November 5, 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: November 6, 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
	99.1	JDA Software Group, Inc. letter to i2 Technologies, Inc. dated November 4, 2008.
	99.2	JDA Software Group, Inc. press release dated November 5, 2008.

EX-99.1

Exhibit 99.1

November 4, 2009

Jack Wilson
i2 Technologies, Inc.

We write pursuant to Section 5.14 of the Agreement and Plan of Merger dated August 10, 2008 among our companies to apprise you of adverse developments concerning the Financing Commitment. There has been unprecedented decline in asset values and in the credit markets on which we rely. Our lenders have recently notified us that they have revised the terms on which they intend to provide financing for this transaction. These revised terms, in our judgment, create unacceptable risks and costs to the combined company.

As result, our board of directors believes that only through a significant reduction in the aggregate merger consideration would JDA be able to proceed with the transaction.

We request that i2 adjourn its shareholder meeting and promptly engage us in discussions about reducing the merger consideration. If i2 proceeds with its shareholder meeting as scheduled on November 6, 2008 and obtains a favorable vote for the current transaction, we believe it would not be possible to then negotiate an appropriate purchase price reduction and obtain shareholder approval of a revised transaction prior to the termination of our financing commitment on November 26, 2008. Accordingly, if i2 holds its shareholder meeting on November 6, JDA will be forced to exercise its discretionary right under Section 1.2 of the Agreement and Plan of Merger to use up to 60 days to continue to attempt to arrange the Debt Financing.

Our business and prospects remain sound, and we continue to believe in the strong strategic potential in a combination of our companies. We are eager to engage in appropriate discussions with you, and remain committed to a rational transaction notwithstanding the extraordinarily challenging business climate.

We look forward to your prompt reply and have attached the press release we will issue reflecting these developments.

Sincerely yours,

JDA Software Group, Inc.

Hamish Brewer
President and CEO

EX-99.2

Exhibit 99.2

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

JDA Software Requests Adjournment of i2 Technologies’ Shareholder Meeting
Slated for November 6, 2008

Scottsdale, Ariz. — November 5, 2008 —JDA^® Software Group, Inc. (NASDAQ: JDAS) today announced that it has notified i2 Technologies that due to the adverse effect of the continuing credit crisis, available credit terms would result in unacceptable risks and costs to the combined company. As a result, JDA has requested that i2 adjourn its shareholder meeting scheduled for November 6, 2008, to allow the two companies to negotiate a reduced purchase price to close the merger. JDA believes these steps are necessary to ensure the long-term strength of the combined company and protect its shareholders.

     “We continue to believe in the strategic benefits that a merger with i2 would provide. We are disappointed that the current financial credit market and economic environment is impacting our plans to close this acquisition this week. Our business remains strong as does our respect for i2’s solutions, associates and customers, and we look forward to working with i2 and its Board to finalize this acquisition,” commented JDA CEO Hamish Brewer.

     In the event that i2 proceeds with its shareholder meeting as planned, JDA will exercise its discretionary right under the Agreement and Plan of Merger to take up to 60 days in order to continue to attempt to arrange acceptable debt financing.

About JDA Software Group, Inc.

     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
JDA Software Requests Adjournment of i2 Technologies’ Shareholder Meeting

“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 filed with the Securities and Exchange Commission (the “SEC”) and mailed to its stockholders a Definitive Proxy Statement soliciting approval for the proposed transaction. The Proxy Statement contains 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. Investors and security holders may obtain free copies of this document 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 are 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.

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

JDA Public Relations Contact:
Karen K. Walker, Director Corporate Communications
kk.walker@jda.com
512-474-2046

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