0001006892-11-000013.txt : 20111130 0001006892-11-000013.hdr.sgml : 20111130 20111130170345 ACCESSION NUMBER: 0001006892-11-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111130 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111130 DATE AS OF CHANGE: 20111130 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: 111234648 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 jdas8k_dillardssettlementx.htm JDAS_11302011_8K JDAS 8K_Dillards Settlement_Nov 2011



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 30, 2011
JDA Software Group, Inc.
(Exact name of registrant as specified in its charter)


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

 
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
            (17 CFR 240.14d-2(b))
 
 
 
 
 
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
            (17 CFR 240.13e-4(c))
 
 







Item 8.01. Other Events.

As previously reported, in September 2007, Dillard's, Inc. filed a lawsuit in the 191st Judicial District Court of Dallas County, Texas against i2 Technologies, Inc. (“i2”), which was acquired by JDA Software Group, Inc. (the “Company”) on January 28, 2010, alleging that i2 committed fraud and failed to meet certain obligations to Dillard's regarding the purchase of two i2 products in the year 2000 under a software license agreement and related services agreement (the “Litigation”). Dillard's had paid i2 approximately $8.1 million under these two agreements. Also as previously reported, a jury in Texas returned an adverse verdict in the Litigation, and on September 30, 2010, the trial court signed a judgment awarding Dillard's $237 million, plus post-judgment interest of 5% per annum, which the Company then appealed.

On November 30, 2011, i2 and Dillard's entered into a settlement agreement (the “Agreement”). The terms of the Agreement include the following: (i) i2 will pay $57 million to Dillard's by December 5, 2011; (ii) dismissal with prejudice of all legal proceedings related to the Litigation; (iii) the $25 million supersedeas bond previously posted by the Company will be discharged and returned to the Company; and (iv) mutual releases and covenants not to sue. A copy of the press release issued by the Company announcing the settlement of the Litigation is attached.


Item 9.01. Financial Statements and Exhibits.

(c)     Exhibits

99.1
Press Release dated November 30, 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: November 30, 2011

JDA Software Group, Inc.


By: /s/ Pete Hathaway
Pete Hathaway
Executive Vice President and Chief Financial Officer
 
 





EXHIBIT INDEX


EXHIBIT    DESCRIPTION    


99.1
Press Release dated November 30, 2011.



EX-99.1 2 ex991.htm JDAS_11302011_EX99.1 ex99.1



JDA Software Group, Inc.
NEWS RELEASE


Contact Information
at End of Release 

JDA Software Agrees to Litigation Settlement

Scottsdale, Ariz. - November 30, 2011 - JDA® Software Group, Inc. (“JDA” or “the Company”) (NASDAQ: JDAS), The Supply Chain Company®, today announced that it has entered into a settlement agreement with Dillard's, Inc. (NYSE: DDS) which brings to conclusion a litigation matter related to a software license and service agreement between i2 Technologies, Inc. (i2) and Dillard's, Inc. (Dillard's) that originated in 2000. JDA acquired i2 in January of 2010.

Under the terms of the settlement agreement, i2 agreed to pay $57 million to Dillard's for final and full resolution of any and all claims against the Company. In June 2010, the litigation matter was adjudicated in Dillard's favor and a judgment entered in the amount of $237 million. i2 appealed that judgment and the matter had been pending in the court of appeals. JDA posted a bond in 2010, backed by $25 million, which will be released back to the Company. That cash, as well as approximately $3 million in expected insurance proceeds and cash on hand, will be used to pay the settlement. JDA had more than $320 million of cash on hand as of September 30, 2011. The Company expects to take a pre-tax charge of $35 million in the fourth quarter 2011, which represents the settlement amount, net of insurance recoveries, less amounts previously accrued in the financial statements.

“While we remain confident in the strength of our legal position, we entered into the settlement agreement to bring this matter to a conclusion,” said JDA Software President and Chief Executive Officer Hamish Brewer. “With this settlement, and the $37.5 million favorable patent infringement settlement earlier this year, we have now concluded all known, material outstanding litigation related to i2. We are focused on completing a very successful year and continuing to execute on our strategy of enhancing long-term customer and shareholder value.”






 




JDA Software Agrees to Litigation Settlement
Page #PageNum#

About JDA Software Group, Inc.
JDA® Software Group, Inc. (NASDAQ: JDAS), The Supply Chain Company®, is a leading global provider of innovative supply chain management, merchandising and pricing excellence solutions. 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 Investor Relations Contact:
Mike Burnett, GVP, Treasury and Investor Relations
mike.burnett@jda.com
480-308-3392
 
JDA Corporate Communications Contact:
Beth Elkin, Sr. Director, Corporate Communications
beth.elkin@jda.com
469-357-4225

 
“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. Forward-looking statements are generally accompanied by words such as “will,” and “expect” and other words with forward-looking connotations. The occurrence of future events may involve a number of risks and uncertainties, including, but not limited to risks detailed from time to time in the “Risk Factors” section of our filings with the Securities and Exchange Commission. Additional information relating to the uncertainty affecting our business is contained in our filings with the SEC. As a result of these and other risks, actual results may differ materially from those predicted. JDA is not 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.
 
 
JDA Software Group, Inc.
14400 N. 87th Street
Scottsdale, Ariz. 85260