- Amended Quarterly Report (10-Q/A)
December 18 2009 - 3:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2009
OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For the Transition Period from to
Commission File Number: 0-27876
JDA SOFTWARE GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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86-0787377
(I.R.S. Employer
Identification No.)
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14400 North 87
th
Street
Scottsdale, Arizona 85260
(480) 308-3000
(Address and telephone number of principal executive offices)
Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports), and (2) had been subject to
such filing requirements for the past 90 days. Yes
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No
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Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
o
No
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Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes
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No
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The number
of shares outstanding of the Registrants Common Stock, $0.01
par value, was 34,514,874
as of October 30, 2009.
TABLE OF CONTENTS
JDA SOFTWARE GROUP, INC.
AMENDMENT NO. 1 TO QUARTERLY REPORT ON FORM 10-Q/A
Explanatory Note
This Amendment No. 1 to the Quarterly Report on Form 10-Q/A for JDA Software Group, Inc. is
being filed solely for the purpose of filing a corrected version of Exhibit 10.1. No additions or
changes have been or are otherwise being made to the information contained in the Form 10-Q that
was filed with the Securities and Exchange Commission on November 3, 2009. Accordingly, this Form
10-Q/A should be read in conjunction with the other filings made with the Securities and Exchange
Commission subsequent to the filing of the original Form 10-Q, including any amendments to those
filings.
2
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 thereunto duly authorized.
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JDA SOFTWARE GROUP, INC
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Dated: December 18, 2009
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By:
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/s/ Hamish N. Brewer
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Hamish N. Brewer
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President and Chief Executive Officer
(Principal Executive Officer)
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By:
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/s/ Peter S. Hathaway
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Peter S. Hathaway
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Executive Vice President and Chief Financial Officer
(
Principal Financial and Accounting Officer)
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3
EXHIBIT INDEX
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Exhibit No.
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Description of Document
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3.1***
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Third Restated Certificate of Incorporation of the Company
together with Certificate of Amendment dated July 23, 2002.
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3.2**
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First Amended and Restated Bylaws of JDA Software Group, Inc.
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3.3****
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Certificate of Designation of rights, preferences,
privileges and restrictions of Series B Convertible
Preferred Stock of JDA Software Group, Inc filed with the
Secretary of State of the State of Delaware on July 5, 2006.
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3.4*****
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Certificate of Correction filed to correct a certain error
in the Certificate of Designation of rights, preferences,
privileges and restrictions of Series B Convertible
Preferred Stock of JDA Software Group, Inc. filed with the
Secretary of State of the State of Delaware on July 5, 2006.
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4.1*
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Specimen Common Stock Certificate of JDA Software Group, Inc.
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10.1 (1)(2)
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Executive Employment Agreement between Pete Hathaway and JDA
Software Group, Inc. dated July 20, 2009.
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10.2 (1)(2)*******
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Executive Employment Agreement between Jason B. Zintak and
JDA Software Group, Inc. dated August 18, 2009.
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10.3******
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Stock Purchase Agreement between JDA Software Group, Inc.
and Thoma Bravo Inc. dated September 8, 2009.
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10.4*******
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Separation Agreement between JDA Software Group, Inc. and
Kristen L. Magnuson dated April 6, 2009.
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10.5*******
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Separation Agreement between JDA Software Group, Inc. and
Christopher J. Koziol dated August 3, 2009.
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31.1
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Rule 13a-14(a) Certification of Chief Executive Officer.
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31.2
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Rule 13a-14(a) Certification of Chief Financial Officer.
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32.1
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Certification of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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(1)
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Management contracts or compensatory plans or arrangements covering executive officers or
directors of the Company.
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(2)
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Certain confidential information contained in this exhibit was omitted by means of redacting
a portion of the text and replacing it with an asterisk. This exhibit has been filed
separately with the Secretary of the Securities and Exchange Commission without the redaction
pursuant to a Confidential Treatment Request under Rule 24b-2 of the Securities Exchange Act
of 1934.
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*
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Incorporated by reference to the Companys Registration Statement on Form S-1 (File No.
333-748), declared effective on March 14, 1996.
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**
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Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1998, as filed on August 14, 1998.
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***
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Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2002, as filed on November 12, 2002.
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****
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Incorporated by reference to the Companys Current Report on Form 8-K dated July 5, 2006, as
filed on July 7, 2006.
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*****
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Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2006, as filed on November 9, 2006.
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******
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Incorporated by reference to the Companys Current Report on Form 8-K dated and filed on
September 9, 2009.
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*******
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Incorporated by reference to the Companys Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2009, as filed on November 3, 2009.
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