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 7, 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))

TABLE OF CONTENTS

EX-99.1

Item 8.01 Other Events.

     JDA Software Group, Inc. (“JDA”), i2 Technologies, Inc. (“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 (the “Agreement”).

     On November 7, 2008, JDA, in accordance with the Agreement, sent a letter to i2 notifying i2 that JDA had determined that additional time was required to arrange JDA’s financing of its acquisition of i2 and the closing of the acquisition would be delayed to a date to be specified by JDA, but in no event later than January 9, 2009 (the “letter”). The letter is attached as Exhibit 99.1 and is 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 7, 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.

	JDA Software Group, Inc.
Date: November 10, 2008	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 7, 2008.

EX-99.1

     Exhibit 99.1

JDA SOFTWARE

GROUP, INC.

WORLD

HEADQUARTERS

14400 NORTH

87TH STREET

SCOTTSDALE, AZ

85260-3649



VOICE

480.308.3000

FACSIMILE

480.308.3001



AUSTRALIA

BRAZIL

CANADA

CHILE

CHINA

DENMARK

FRANCE

GERMANY

ITALY

JAPAN

MALAYSIA

MEXICO

NORWAY

SINGAPORE

SPAIN

SWEDEN

UNITED ARAB
EMIRATES

UNITED KINGDOM

UNITED STATES

November 7, 2008

VIA FACSIMILE: 469.357.6893

i2 Technologies, Inc.
11701 Luna Road
Dallas, TX 75234
Attn: John Harvey
Facsimile: 469.357.6893

Dear John:

     We refer to the Agreement and Plan of Merger dated August 10, 2008 (the “Agreement”) by and among JDA Software Group, Inc. (“JDA”), Iceberg Acquisition Corp., a wholly-owned subsidiary of JDA, and i2 Technologies, Inc. (“i2”). Terms not otherwise defined in this letter shall have the meanings ascribed to them in the Agreement

     Pursuant to Section 1.2 of the Agreement, if JDA determines in its sole discretion that additional time is required to arrange the Debt Financing and so notifies the Company of such in writing, the parties shall not be required to effect the Closing until the earliest of (i) any Business Day after the Anticipated Closing Date as may be specified by JDA on no less than three Business Days’ prior notice to the Company, (ii) the Outside Date, or (iii) a date no more than sixty (60) days following the Anticipated Closing Date.

     On November 6, 2008, i2 notified JDA that i2 had held its Company Stockholders Meeting and secured the Company Stockholder Approval earlier the same day and that i2 was ready, willing, and able to close the Merger as soon as possible and no later than November 10, 2008. As a result of this notice from i2, JDA is assuming for the purposes of this notice, that all closing conditions were satisfied on November 6, 2008 and that the Anticipated Closing Date would be November 10, 2008.

     JDA hereby provides notice to i2 pursuant to Section 1.2 of the Agreement that additional time is required to arrange the Debt Financing, and notwithstanding any provision in the Agreement to the contrary, the Closing shall be delayed to a date to be specified by JDA, but in no event later than January 9, 2009, on no less than three Business Days’ prior written notice to i2.

JDA SOFTWARE GROUP, INC.
By:
	Hamish N. Brewer
	President and Chief Executive Officer

cc: A. Michael Hainsfurther, Munsch Hardt