JDAS / Jda Software Group Inc - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Jda Software Group Inc
US
DENNA SYMBOL ÄR INTE LÄNGRE AKTIV

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CIK 1006892
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Jda Software Group Inc
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
February 11, 2013 SC 13G/A

JDAS / Jda Software Group Inc / VANGUARD GROUP INC Passive Investment

jdasoftwaregroupinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 1 )* Name of issuer: JDA Software Group Inc Title of Class of Securities: COMMON STOCK CUSIP Number: 46612K108 Date of Event Which Requires Filing of this Statement: December 31, 2012 Check the appropria

December 31, 2012 15-12G

- FORM 15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 0-27876 JDA Software Group, Inc. (Exact name of registrant as specified in

December 28, 2012 EX-10.2

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of December 21, 2012, RP CROWN HOLDING, LLC, RP CROWN PARENT, LLC, THE SUBSIDIARIES OF RP CROWN PARENT, LLC IDENTIFIED HEREIN CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent TAB

EX-10.2 3 d461769dex102.htm SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT Exhibit 10.2 EXECUTION COPY SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of December 21, 2012, among RP CROWN HOLDING, LLC, RP CROWN PARENT, LLC, THE SUBSIDIARIES OF RP CROWN PARENT, LLC IDENTIFIED HEREIN and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent TABLE OF CONTENTS Page ARTICLE I Definit

December 28, 2012 EX-10.1

FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of December 21, 2012, RP CROWN HOLDING, LLC, RP CROWN PARENT, LLC, THE SUBSIDIARIES OF RP CROWN PARENT, LLC IDENTIFIED HEREIN CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent TABL

EX-10.1 2 d461769dex101.htm FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT Exhibit 10.1 EXECUTION COPY FIRST LIEN GUARANTEE AND COLLATERAL AGREEMENT dated as of December 21, 2012, among RP CROWN HOLDING, LLC, RP CROWN PARENT, LLC, THE SUBSIDIARIES OF RP CROWN PARENT, LLC IDENTIFIED HEREIN and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent TABLE OF CONTENTS Page ARTICLE I Definitio

December 28, 2012 8-K

Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

Form 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): December 21, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (

December 26, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

As filed with the Securities and Exchange Commission on December 26, 2012 Registration No.

December 26, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on December 26, 2012 Registration No. 333-161412 333-160691 333-160690 333-152024 333-128255 333-111330 333-101920 333-86902 333-72228 333-59644 333-30154 333-60233 333-60231 333-45729 333-05951 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM

December 26, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on December 26, 2012 Registration No. 333-161412 333-160691 333-160690 333-152024 333-128255 333-111330 333-101920 333-86902 333-72228 333-59644 333-30154 333-60233 333-60231 333-45729 333-05951 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM

December 26, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on December 26, 2012 Registration No. 333-161412 333-160691 333-160690 333-152024 333-128255 333-111330 333-101920 333-86902 333-72228 333-59644 333-30154 333-60233 333-60231 333-45729 333-05951 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM

December 26, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on December 26, 2012 Registration No. 333-161412 333-160691 333-160690 333-152024 333-128255 333-111330 333-101920 333-86902 333-72228 333-59644 333-30154 333-60233 333-60231 333-45729 333-05951 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM

December 26, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on December 26, 2012 Registration No. 333-161412 333-160691 333-160690 333-152024 333-128255 333-111330 333-101920 333-86902 333-72228 333-59644 333-30154 333-60233 333-60231 333-45729 333-05951 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM

December 26, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on December 26, 2012 Registration No. 333-161412 333-160691 333-160690 333-152024 333-128255 333-111330 333-101920 333-86902 333-72228 333-59644 333-30154 333-60233 333-60231 333-45729 333-05951 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM

December 26, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on December 26, 2012 Registration No. 333-161412 333-160691 333-160690 333-152024 333-128255 333-111330 333-101920 333-86902 333-72228 333-59644 333-30154 333-60233 333-60231 333-45729 333-05951 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM

December 26, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on December 26, 2012 Registration No. 333-161412 333-160691 333-160690 333-152024 333-128255 333-111330 333-101920 333-86902 333-72228 333-59644 333-30154 333-60233 333-60231 333-45729 333-05951 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM

December 26, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on December 26, 2012 Registration No. 333-161412 333-160691 333-160690 333-152024 333-128255 333-111330 333-101920 333-86902 333-72228 333-59644 333-30154 333-60233 333-60231 333-45729 333-05951 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM

December 26, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on December 26, 2012 Registration No. 333-161412 333-160691 333-160690 333-152024 333-128255 333-111330 333-101920 333-86902 333-72228 333-59644 333-30154 333-60233 333-60231 333-45729 333-05951 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM

December 26, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on December 26, 2012 Registration No. 333-161412 333-160691 333-160690 333-152024 333-128255 333-111330 333-101920 333-86902 333-72228 333-59644 333-30154 333-60233 333-60231 333-45729 333-05951 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM

December 26, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Post-Effective Amendment No. 1 to Form S-8 As filed with the Securities and Exchange Commission on December 26, 2012 Registration No. 333-161412 333-160691 333-160690 333-152024 333-128255 333-111330 333-101920 333-86902 333-72228 333-59644 333-30154 333-60233 333-60231 333-45729 333-05951 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM

December 26, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

As filed with the Securities and Exchange Commission on December 26, 2012 Registration No.

December 26, 2012 S-8 POS

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

As filed with the Securities and Exchange Commission on December 26, 2012 Registration No.

December 21, 2012 EX-99.1

RedPrairie Announces Expiration of Successful Tender Offer to Acquire JDA Stock

Joint Press Release issued by RedPrairie Corp. and JDA Software Group, Inc Exhibit 99.1 RedPrairie Announces Expiration of Successful Tender Offer to Acquire JDA Stock December 21, 2012, Atlanta, GA and Scottsdale, AZ—RedPrairie and JDA Software Group, Inc. (NASDAQ: JDAS) (“JDA”) today announced that the tender offer by RP Crown Acquisition Sub, LLC (an affiliate of RedPrairie) (“RP Acquisition”)

December 21, 2012 EX-3.1

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION JDA SOFTWARE GROUP, INC. ARTICLE I

Amended and Restated Certificate of Incorporation of JDA Software Group, Inc. Exhibit 3.1 FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF JDA SOFTWARE GROUP, INC. ARTICLE I The name of the corporation (which is hereinafter referred to as the “Corporation”) is JDA SOFTWARE GROUP, INC. ARTICLE II The address of the Corporation’s registered office in the State of Delaware is Corporation T

December 21, 2012 EX-99.2

JDA and RedPrairie Complete Merger Transaction creates leader in end-to-end global supply chain management solutions and services Combined company will operate as JDA Software Group

Joint Press Release issued by RedPraire Corp and JDA Software Group, Inc. Exhibit 99.2 JDA and RedPrairie Complete Merger Transaction creates leader in end-to-end global supply chain management solutions and services Combined company will operate as JDA Software Group December 21, 2012, Atlanta, GA and Scottsdale, AZ—RedPrairie and JDA Software Group, Inc. (NASDAQ: JDAS) (“JDA”) today announced th

December 21, 2012 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits - FORM 8-K

Form 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): December 21, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (

December 21, 2012 SC TO-T/A

- AMENDMENT NO. 9 TO SCHEDULE TO

Amendment No. 9 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 9) JDA SOFTWARE GROUP, INC. (Name of Subject Company (Issuer)) RP CROWN ACQUISITION SUB, LLC RP CROWN PARENT, LLC RP CROWN HOLDING, LLC RP HOLDING, L.L.C. (Name of Filing Pe

December 21, 2012 EX-99.(A)(5)(I)

RedPrairie Announces Expiration of Successful Tender Offer to Acquire JDA Stock

Joint Press Release Exhibit (a)(5)(I) RedPrairie Announces Expiration of Successful Tender Offer to Acquire JDA Stock December 21, 2012, Atlanta, GA and Scottsdale, AZ – RedPrairie and JDA Software Group, Inc.

December 21, 2012 SC 14D9/A

- AMENDMENT NO. 10 TO SCHEDULE 14D-9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 10) JDA Software Group, Inc. (Name of Subject Company) JDA Software Group, Inc. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 46612K108 (CU

December 21, 2012 EX-3.2

BYLAWS JDA SOFTWARE GROUP, INC. ARTICLE I

Amended and Restated Bylaws of JDA Software Group, Inc. Exhibit 3.2 BYLAWS OF JDA SOFTWARE GROUP, INC. ARTICLE I OFFICES Section 1. Offices. The registered office of the Corporation shall be in the State of Delaware. The Corporation may have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or as may be necessary or

December 14, 2012 EX-99.(A)(5)(H)

RedPrairie and JDA Provide Update on Acquisition Progress Financing Proceeds Condition Waived

Joint Press Release Exhibit (a)(5)(H) RedPrairie and JDA Provide Update on Acquisition Progress Financing Proceeds Condition Waived December 14, 2012, Atlanta, GA and Scottsdale, AZ – RedPrairie and JDA Software Group, Inc.

December 14, 2012 SC 14D9/A

- AMENDMENT NO. 8 TO SCHEDULE 14D-9

Amendment No. 8 to Schedule 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 8) JDA Software Group, Inc. (Name of Subject Company) JDA Software Group, Inc. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of C

December 14, 2012 SC TO-T/A

- AMENDMENT NO. 8 TO SCHEDULE TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) JDA SOFTWARE GROUP, INC. (Name of Subject Company (Issuer)) RP CROWN ACQUISITION SUB, LLC RP CROWN PARENT, LLC RP CROWN HOLDING, LLC RP HOLDING, L.L.C. (Name of Filing Persons (Offerors)) REDPRAIRIE HO

December 14, 2012 DEFA14A

- SOLICITING MATERIAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

December 14, 2012 EX-99.(B)(3)

FIRST LIEN CREDIT AGREEMENT dated as of December 14, 2012, RP CROWN HOLDING, LLC, as Holdings, RP CROWN PARENT, LLC as Borrower, The Lenders Party Hereto, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, BANK OF AMERICA, N.A. GOLDMAN

EX-99.(B)(3) 3 d453171dex99b3.htm FIRST LIEN CREDIT AGREEMENT Exhibit (b)(3) FIRST LIEN CREDIT AGREEMENT dated as of December 14, 2012, among RP CROWN HOLDING, LLC, as Holdings, RP CROWN PARENT, LLC as Borrower, The Lenders Party Hereto, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, BANK OF AMERICA, N.A. GOLDMAN SACHS BANK USA RBC CAPITAL MARKETS MORGAN STANLEY SENIOR FUNDING,

December 14, 2012 SC TO-T/A

- AMENDMENT NO. 7 TO SCHEDULE TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) JDA SOFTWARE GROUP, INC. (Name of Subject Company (Issuer)) RP CROWN ACQUISITION SUB, LLC RP CROWN PARENT, LLC RP CROWN HOLDING, LLC RP HOLDING, L.L.C. (Name of Filing Persons (Offerors)) REDPRAIRIE HO

December 14, 2012 EX-99.(B)(4)

SECOND LIEN CREDIT AGREEMENT dated as of December 14, 2012, RP CROWN HOLDING, LLC, as Holdings, RP CROWN PARENT, LLC as Borrower, The Lenders Party Hereto, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, BANK OF AMERICA, N.A. GOLDMA

Second Lien Credit Agreement Exhibit (b)(4) SECOND LIEN CREDIT AGREEMENT dated as of December 14, 2012, among RP CROWN HOLDING, LLC, as Holdings, RP CROWN PARENT, LLC as Borrower, The Lenders Party Hereto, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent, BANK OF AMERICA, N.

December 14, 2012 SC 14D9/A

- AMENDMENT NO. 9 TO SCHEDULE 14D-9

Amendment No. 9 to Schedule 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 9) JDA Software Group, Inc. (Name of Subject Company) JDA Software Group, Inc. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of C

December 14, 2012 EX-99.(A)(5)(G)

RedPrairie Extends Tender Offer in Pending Acquisition of JDA

Press Release issued by RedPrairie Corporation on December 14, 2012 Exhibit (a)(5)(G) RedPrairie Extends Tender Offer in Pending Acquisition of JDA December 14, 2012, Atlanta, GA– RP Crown Acquisition Sub, LLC (an affiliate of RedPrairie) announced that it has extended the expiration date of its cash tender offer for shares of common stock of JDA Software Group, Inc.

December 7, 2012 DEFA14A

- FORM 8-K

Form 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): December 7, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (C

December 7, 2012 EX-99.(A)(5)(F)

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE JDA SOFTWARE, INC. STOCKHOLDER LITIGATION ) ) CONSOLIDATED Civil Action No. 8049-VCN MEMORANDUM OF UNDERSTANDING

Memorandum of Understanding Exhibit (a)(5)(F) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE JDA SOFTWARE, INC.

December 7, 2012 SC 14D9/A

- AMENDMENT NO. 7 TO SCHEDULE 14D-9

Amendment No. 7 to Schedule 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7) JDA Software Group, Inc. (Name of Subject Company) JDA Software Group, Inc. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of C

December 7, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 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): December 7, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (C

December 7, 2012 EX-99.1

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE JDA SOFTWARE, INC. STOCKHOLDER LITIGATION ) ) CONSOLIDATED Civil Action No. 8049-VCN MEMORANDUM OF UNDERSTANDING

Memorandum of Understanding Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE JDA SOFTWARE, INC. STOCKHOLDER LITIGATION ) ) CONSOLIDATED Civil Action No. 8049-VCN MEMORANDUM OF UNDERSTANDING The parties to the class action lawsuit pending before the Court of Chancery of the State of Delaware (the “Court of Chancery” or the “Court”), captioned In re JDA Software, Inc. Stockholder

December 7, 2012 EX-99.1

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE JDA SOFTWARE, INC. STOCKHOLDER LITIGATION ) ) CONSOLIDATED Civil Action No. 8049-VCN MEMORANDUM OF UNDERSTANDING

EX-99.1 2 d450561dex991.htm MEMORANDUM OF UNDERSTANDING Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE JDA SOFTWARE, INC. STOCKHOLDER LITIGATION ) ) CONSOLIDATED Civil Action No. 8049-VCN MEMORANDUM OF UNDERSTANDING The parties to the class action lawsuit pending before the Court of Chancery of the State of Delaware (the “Court of Chancery” or the “Court”), captioned In re JD

December 7, 2012 CORRESP

-

SEC Response Letter Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, NY 10004-1980 Tel: 212.

December 7, 2012 SC TO-T/A

- AMENDMENT NO. 6 TO SCHEDULE TO

Amendment No. 6 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 6) JDA SOFTWARE GROUP, INC. (Name of Subject Company (Issuer)) RP CROWN ACQUISITION SUB, LLC RP CROWN PARENT, LLC RP CROWN HOLDING, LLC RP HOLDING, L.L.C. (Name of Filing Pe

December 3, 2012 EX-99.1

RedPrairie and JDA Software Secure German Federal Cartel Office Clearance for Pending Merger

EX-99.1 2 d448728dex991.htm JOINT PRESS RELEASE Exhibit 99.1 RedPrairie and JDA Software Secure German Federal Cartel Office Clearance for Pending Merger December 3, 2012, Atlanta, GA and Scottsdale, AZ – RedPrairie and JDA Software Group, Inc. (NASDAQ: JDAS) (“JDA”) today announced the receipt of notification from the German Federal Cartel Office (“FCO”) granting clearance under the German Act Ag

December 3, 2012 EX-99.(A)(5)(E)

RedPrairie and JDA Software Secure German Federal Cartel Office Clearance for Pending Merger

EX-99.(A)(5)(E) 2 d448752dex99a5e.htm JOINT PRESS RELEASE Exhibit (a)(5)(E) RedPrairie and JDA Software Secure German Federal Cartel Office Clearance for Pending Merger December 3, 2012, Atlanta, GA and Scottsdale, AZ – RedPrairie and JDA Software Group, Inc. (NASDAQ: JDAS) (“JDA”) today announced the receipt of notification from the German Federal Cartel Office (“FCO”) granting clearance under th

December 3, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 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): December 3, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (C

December 3, 2012 DEFA14A

- FORM 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): December 3, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (Commission

December 3, 2012 SC 14D9/A

- AMENDMENT NO. 6 TO SCHEDULE 14D-9

Amendment No. 6 to Schedule 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6) JDA Software Group, Inc. (Name of Subject Company) JDA Software Group, Inc. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of C

December 3, 2012 SC TO-T/A

- AMENDMENT NO. 5 TO SCHEDULE TO

Amendment No. 5 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) JDA SOFTWARE GROUP, INC. (Name of Subject Company (Issuer)) RP CROWN ACQUISITION SUB, LLC RP CROWN PARENT, LLC RP CROWN HOLDING, LLC RP HOLDING, L.L.C. (Name of Filing Pe

December 3, 2012 EX-99.1

RedPrairie and JDA Software Secure German Federal Cartel Office Clearance for Pending Merger

EX-99.1 2 d448728dex991.htm JOINT PRESS RELEASE Exhibit 99.1 RedPrairie and JDA Software Secure German Federal Cartel Office Clearance for Pending Merger December 3, 2012, Atlanta, GA and Scottsdale, AZ – RedPrairie and JDA Software Group, Inc. (NASDAQ: JDAS) (“JDA”) today announced the receipt of notification from the German Federal Cartel Office (“FCO”) granting clearance under the German Act Ag

November 30, 2012 DEFA14A

- SOLICITING MATERIALS

DEFA14A 1 d447953ddefa14a.htm SOLICITING MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commiss

November 30, 2012 SC 14D9/A

- AMENDMENT NO. 5 TO SCHEDULE 14D-9

Amendment No. 5 to Schedule 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5) JDA Software Group, Inc. (Name of Subject Company) JDA Software Group, Inc. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of C

November 29, 2012 DEFA14A

- FORM 8-K

Form 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 29, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (

November 29, 2012 EX-99.1

As a follow up to my November 14 email, below is an update on merger progress made to date and an indication of the steps ahead of us.

EX-99.1 2 d446531dex991.htm ELECTRONIC MESSAGE, DATED NOVEMBER 29, 2012 Exhibit 99.1 As a follow up to my November 14 email, below is an update on merger progress made to date and an indication of the steps ahead of us. • The process of understanding our respective companies has continued to progress rapidly. We now have 22 project teams engaged across the various departments of both companies. Th

November 29, 2012 CORRESP

-

Correspondence DLA Piper LLP (US) 2525 East Camelback Road, Suite 1000 Phoenix, Arizona 85016-4232 www.

November 29, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 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 29, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (

November 29, 2012 SC 14D9/A

- AMENDMENT NO. 4 TO SCHEDULE 14D-9

Amendment No. 4 to Schedule 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) JDA Software Group, Inc. (Name of Subject Company) JDA Software Group, Inc. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of C

November 29, 2012 EX-99.1

As a follow up to my November 14 email, below is an update on merger progress made to date and an indication of the steps ahead of us.

Electronic Message, dated November 29, 2012 Exhibit 99.1 As a follow up to my November 14 email, below is an update on merger progress made to date and an indication of the steps ahead of us. • The process of understanding our respective companies has continued to progress rapidly. We now have 22 project teams engaged across the various departments of both companies. These teams are working togeth

November 29, 2012 SC TO-T/A

- AMENDMENT NO. 4 TO SCHEDULE TO

Amendment No. 4 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No.4) JDA SOFTWARE GROUP, INC. (Name of Subject Company (Issuer)) RP CROWN ACQUISITION SUB, LLC RP CROWN PARENT, LLC RP CROWN HOLDING, LLC RP HOLDING, L.L.C. (Name of Filing Per

November 23, 2012 EX-99.(A)(5)(D)

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE NEW JERSEY BUILDING LABORERS ANNUITY FUND, Individually and on Behalf of All Others Similarly Situated, Civil Action No. Plaintiff, v. JDA SOFTWARE GROUP, INC., JAMES D. ARMSTRONG, HAMISH BREWER, J. M

EX-99.(A)(5)(D) 2 d443429dex99a5d.htm CLASS ACTION COMPLAINT Exhibit (a)(5)(D) EFiled: Nov 21 2012 01:07PM EST Transaction ID 47893616 Case No. 8051- IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE NEW JERSEY BUILDING LABORERS ANNUITY FUND, Individually and on Behalf of All Others Similarly Situated, Civil Action No. Plaintiff, v. JDA SOFTWARE GROUP, INC., JAMES D. ARMSTRONG, HAMISH BREWER, J. M

November 23, 2012 SC TO-T/A

- AMENDMENT NO. 3 TO SCHEDULE TO

Amendment No. 3 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) JDA SOFTWARE GROUP, INC. (Name of Subject Company (Issuer)) RP CROWN ACQUISITION SUB, LLC RP CROWN PARENT, LLC RP CROWN HOLDING, LLC RP HOLDING, L.L.C. (Name of Filing Pe

November 23, 2012 SC 14D9/A

- AMENDMENT NO. 3 TO SCHEDULE 14D-9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) JDA Software Group, Inc. (Name of Subject Company) JDA Software Group, Inc. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 46612K108 (CUS

November 21, 2012 SC TO-T/A

- AMENDMENT NO. 2 TO SCHEDULE TO

Amendment No. 2 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No.2) JDA SOFTWARE GROUP, INC. (Name of Subject Company (Issuer)) RP CROWN ACQUISITION SUB, LLC RP CROWN PARENT, LLC RP CROWN HOLDING, LLC RP HOLDING, L.L.C. (Name of Filing Per

November 21, 2012 SC 14D9/A

- AMENDMENT NO. 2 TO SCHEDULE 14D-9

Amendment No. 2 to Schedule 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) JDA Software Group, Inc. (Name of Subject Company) JDA Software Group, Inc. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of C

November 21, 2012 DEFA14A

- FORM 8-K

Form 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 21, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (

November 21, 2012 EX-99.(A)(5)(B)

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE TAMMY NEUMAN, on behalf of herself ) and all others similarly situated, ) ) Plaintiff, ) ) v. ) Civil Action No. ) JDA SOFTWARE GROUP, INC., JAMES D. ) ARMSTRONG, HAMISH N. BREWER, J. ) MICHAEL GULLAR

Class Action Complaint, dated as of 11/20/2012 Exhibit (a)(5)(B) IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE TAMMY NEUMAN, on behalf of herself ) and all others similarly situated, ) ) Plaintiff, ) ) v.

November 21, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 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 21, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (

November 21, 2012 EX-99.1

RedPrairie and JDA Software Announce Early Termination of the Hart-Scott-Rodino Waiting Period for Pending Merger

Press Release Exhibit 99.1 RedPrairie and JDA Software Announce Early Termination of the Hart-Scott-Rodino Waiting Period for Pending Merger November 21, 2012, Atlanta, GA and Scottsdale, AZ – RedPrairie and JDA Software Group, Inc. (NASDAQ: JDAS) (“JDA”) today announced that they have received notice from the Federal Trade Commission granting early termination of the waiting period for U.S. antit

November 21, 2012 EX-99.(A)(5)(C)

RedPrairie and JDA Software Announce Early Termination of the Hart-Scott-Rodino Waiting Period for Pending Merger

Joint Press Release Exhibit (a)(5)(C) RedPrairie and JDA Software Announce Early Termination of the Hart-Scott-Rodino Waiting Period for Pending Merger November 21, 2012, Atlanta, GA and Scottsdale, AZ – RedPrairie and JDA Software Group, Inc.

November 21, 2012 EX-99.1

RedPrairie and JDA Software Announce Early Termination of the Hart-Scott-Rodino Waiting Period for Pending Merger

Press Release Exhibit 99.1 RedPrairie and JDA Software Announce Early Termination of the Hart-Scott-Rodino Waiting Period for Pending Merger November 21, 2012, Atlanta, GA and Scottsdale, AZ – RedPrairie and JDA Software Group, Inc. (NASDAQ: JDAS) (“JDA”) today announced that they have received notice from the Federal Trade Commission granting early termination of the waiting period for U.S. antit

November 21, 2012 PREM14A

- PRELIMINARY PROXY STATEMENT

Preliminary Proxy Statement Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 20, 2012 EX-99.(B)(2)

BANK OF AMERICA, N.A. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED One Bryant Park New York, New York 10036

Joinder Agreement to Debt Commitment Letter Exhibit (b)(2) Execution Copy BANK OF AMERICA, N.

November 20, 2012 SC TO-T/A

- AMENDMENT NO. 1 TO SCHEDULE TO

Amendment No. 1 to Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) JDA SOFTWARE GROUP, INC. (Name of Subject Company (Issuer)) RP CROWN ACQUISITION SUB, LLC RP CROWN PARENT, LLC RP CROWN HOLDING, LLC RP HOLDING, L.L.C. (Name of Filing Pe

November 19, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders - FORM 8-K

Form 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 13, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (

November 15, 2012 EX-99.A.5.A

IN THE SUPERIOR COURT OF THE STATE OF ARIZONA IN AND FOR THE COUNTY OF MARICOPA JOHN D’AGOSTINO, Individually and On ) CASE NO.: CV2012-056375 Behalf of All Others Similarly Situated, ) ) CLASS ACTION Plaintiff, ) ) COMPLAINT FOR BREACH OF vs. ) FIDU

Complaint filed by John D'Agostino, filed on November 1, 2012 Exhibit (a)(5)(a) SCHNEIDER WALLACE COTTRELL BRAYTON KONECKY LLP Michael C.

November 15, 2012 EX-99.(E)(8)

RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

EX-99.(E)(8) 4 d433362dex99e8.htm RESTATED EXECUTIVE EMPLOYMENT AGREEMENT BY AND BETWEEN DAVID KENNEDY Exhibit (e)(8) Execution Copy RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Restated Executive Employment Agreement (the “Agreement”) is made effective as of November 14, 2012 (“Effective Date”), by and between JDA Software Group, Inc., a Delaware corporation (“Company”) and David Kennedy (“Execut

November 15, 2012 SC 13D/A

JDAS / Jda Software Group Inc / Praesidium Investment Management Company, LLC - SC 13D/A Activist Investment

SC 13D/A 1 d440620dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No. 4)* Under the Securities Exchange Act of 1934 JDA SOFTWARE GROUP, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 46612K108 (CUSIP NUMBER) Praesidium Investment Management Company, LLC 747 Third Avenue, 35th Flo

November 15, 2012 EX-99.A.1.C

NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock JDA SOFTWARE GROUP, INC. (a Delaware corporation) $45.00 NET PER SHARE Pursuant to the Offer to Purchase dated November 15, 2012 RP CROWN ACQUISITION SUB, LLC a direct wholly-owned su

Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of JDA SOFTWARE GROUP, INC.

November 15, 2012 EX-99.(E)(11)

RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

EX-99.(E)(11) 7 d433362dex99e11.htm RESTATED EXECUTIVE EMPLOYMENT AGREEMENT BY AND BETWEEN DAVID GAI Exhibit (e)(11) Execution Copy RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Restated Executive Employment Agreement (the “Agreement”) is made effective as of November 14, 2012 (“Effective Date”), by and between JDA Software Group, Inc., a Delaware corporation (“Company”) and David Gai (“Executive”)

November 15, 2012 EX-99.(E)(12)

RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Restated Executive Employment Agreement by and between Thomas Dziersk Exhibit (e)(12) Execution Copy RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Restated Executive Employment Agreement (the “Agreement”) is made effective as of November 14, 2012 (“Effective Date”), by and between JDA Software Group, Inc.

November 15, 2012 EX-99.A.1.A

OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock JDA SOFTWARE GROUP, INC. (a Delaware Corporation) $45.00 Net Per Share RP CROWN ACQUISITION SUB, LLC a direct wholly owned subsidiary of RP CROWN PARENT, LLC

Offer to Purchase Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of JDA SOFTWARE GROUP, INC.

November 15, 2012 EX-99.1

RedPrairie Commences Tender Offer to Acquire JDA Software

Press Release Exhibit 99.1 RedPrairie Commences Tender Offer to Acquire JDA Software November 15, 2012, Atlanta, GA – RedPrairie today announced that its affiliate, RP Crown Acquisition Sub LLC, has commenced a cash tender offer to purchase all outstanding common shares of JDA Software Group, Inc. (NASDAQ: JDAS). As previously announced on November 1, 2012, entities affiliated with RedPrairie and

November 15, 2012 EX-99.A.1.E

OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock JDA SOFTWARE GROUP, INC. (a Delaware corporation) $45.00 Net Per Share RP CROWN ACQUISITION SUB, LLC a direct wholly owned subsidiary of RP CROWN PARENT, LLC

Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies Exhibit (a)(1)(E) OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of JDA SOFTWARE GROUP, INC.

November 15, 2012 SC 14D9

- SCHEDULE 14D-9

Schedule 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 JDA SOFTWARE GROUP, INC. (Name of Subject Company) JDA SOFTWARE GROUP, INC. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 46612K108 (CUSIP

November 15, 2012 EX-99.(E)(6)

RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

EX-99.(E)(6) 2 d433362dex99e6.htm RESTATED EXECUTIVE EMPLOYMENT AGREEMENT BY AND BETWEEN HAMISH BREWER Exhibit (e)(6) Execution Copy RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Restated Executive Employment Agreement (the “Agreement”) is made effective as of November 14, 2012 (“Effective Date”), by and between JDA Software Group, Inc., a Delaware corporation (“Company”) and Hamish Brewer (“Execut

November 15, 2012 EX-99.B.1

CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, NY 10010

Debt Commitment Letter Exhibit (b)(1) Execution Copy CREDIT SUISSE SECURITIES (USA) LLC Eleven Madison Avenue New York, NY 10010 CREDIT SUISSE AG Eleven Madison Avenue New York, NY 10010 CONFIDENTIAL November 1, 2012 RP Crown Parent, LLC c/o New Mountain Partners III, L.

November 15, 2012 EX-99.D.2

LIMITED GUARANTEE

Limited Guarantee delivered by New Mountain Partners III, L.P. Exhibit (d)(2) EXECUTION COPY LIMITED GUARANTEE The undersigned, New Mountain Partners III, L.P. (“Guarantor”), hereby (i) guarantees the due and punctual payment by RP Crown Parent, LLC, a Delaware limited liability company (“Parent”), to JDA Software Group, Inc., a Delaware corporation (the “Company”), of the Parent Termination Fee p

November 15, 2012 EX-99.D.3

AMENDED AND RESTATED MUTUAL NONDISCLOSURE AGREEMENT

Amended and Restated Mutual Nondisclosure Agreement Exhibit (d)(3) EXECUTION COPY AMENDED AND RESTATED MUTUAL NONDISCLOSURE AGREEMENT This Amended and Restated Mutual Nondisclosure Agreement (this “Agreement”), by and between JDA Software Group, Inc.

November 15, 2012 EX-99.A.1.H

RedPrairie Commences Tender Offer to Acquire JDA Software

Press Release issued by RedPrairie Corporation Exhibit (a)(1)(H) RedPrairie Commences Tender Offer to Acquire JDA Software November 15, 2012, Atlanta, GA – RedPrairie today announced that its affiliate, RP Crown Acquisition Sub LLC, has commenced a cash tender offer to purchase all outstanding common shares of JDA Software Group, Inc.

November 15, 2012 EX-99.A.1.B

LETTER OF TRANSMITTAL To Tender Shares of Common Stock JDA SOFTWARE GROUP, INC. (a Delaware corporation) $45.00 Net Per Share RP CROWN ACQUISITION SUB, LLC a direct wholly owned subsidiary of RP CROWN PARENT, LLC

Letter of Transmittal Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To Tender Shares of Common Stock of JDA SOFTWARE GROUP, INC.

November 15, 2012 EX-99.D.4

NEW MOUNTAIN PARTNERS III, L.P. 787 SEVENTH AVENUE 49TH FLOOR NEW YORK, NEW YORK 10019

Equity Commitment Letter Exhibit (d)(4) EXECUTION COPY NEW MOUNTAIN PARTNERS III, L.

November 15, 2012 EX-99.(E)(7)

RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Restated Executive Employment Agreement by and between Pete Hathaway Exhibit (e)(7) Execution Copy RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Restated Executive Employment Agreement (the “Agreement”) is made effective as of November 14, 2012 (“Effective Date”), by and between JDA Software Group, Inc.

November 15, 2012 SC TO-T

- SCHEDULE TO

Schedule TO UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 JDA SOFTWARE GROUP, INC. (Name of Subject Company) RP CROWN ACQUISITION SUB, LLC RP CROWN PARENT, LLC RP CROWN HOLDING, LLC RP HOLDING, L.L.C. (Name of Filing Persons (Offerors)) REDPRAIRIE HOLDING, INC. NEW

November 15, 2012 DEFA14A

- FORM 8-K

DEFA14A 1 d440666d8k.htm FORM 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 15, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdi

November 15, 2012 EX-99.1

JOINT FILING AGREEMENT

EX-1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of JDA Software Group, Inc.

November 15, 2012 EX-99.(E)(14)

RESTATED CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT

EX-99.(E)(14) 9 d433362dex99e14.htm RESTATED CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT Exhibit (e)(14) RESTATED CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT This Restated Confidential Separation and Release Agreement (the “Agreement”) is entered into as of September 26, 2012, by G. MICHAEL BRIDGE (“Executive”) and JDA SOFTWARE GROUP, INC. (“JDA”), and restates and supersedes in its entirety t

November 15, 2012 EX-99.1

RedPrairie Commences Tender Offer to Acquire JDA Software

Press Release Exhibit 99.1 RedPrairie Commences Tender Offer to Acquire JDA Software November 15, 2012, Atlanta, GA – RedPrairie today announced that its affiliate, RP Crown Acquisition Sub LLC, has commenced a cash tender offer to purchase all outstanding common shares of JDA Software Group, Inc. (NASDAQ: JDAS). As previously announced on November 1, 2012, entities affiliated with RedPrairie and

November 15, 2012 EX-99.(E)(9)

RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Restated Executive Employment Agreement by and between Brian Boylan Exhibit (e)(9) Execution Copy RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Restated Executive Employment Agreement (the “Agreement”) is made effective as of November 14, 2012 (“Effective Date”), by and between JDA Software Group, Inc.

November 15, 2012 SC 14D9/A

- AMENDMENT NO. 1 TO SCHEDULE 14D-9

Amendment No. 1 to Schedule 14D-9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) JDA Software Group, Inc. (Name of Subject Company) JDA Software Group, Inc. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of C

November 15, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 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 15, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (

November 15, 2012 EX-99.A.1.D

Offer to Purchase for Cash All Outstanding Shares of Common Stock JDA SOFTWARE GROUP, INC. (a Delaware corporation) $45.00 Net Per Share RP CROWN ACQUISITION SUB, LLC a direct wholly owned subsidiary RP CROWN PARENT, LLC

Letter from the Information Agent to Brokers, Dealers, Commercial Banks Exhibit (a)(1)(D) Offer to Purchase for Cash All Outstanding Shares of Common Stock of JDA SOFTWARE GROUP, INC.

November 15, 2012 EX-99.A.1.G

Notice of Offer to Purchase for Cash All Outstanding Shares of Common Stock JDA Software Group, Inc. (a Delaware corporation) $45.00 Net Per Share Pursuant to the Offer to Purchase dated November 15, 2012 RP Crown Acquisition Sub, LLC a direct wholly

Exhibit (a)(1)(G) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below).

November 15, 2012 EX-99.(E)(10)

RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

Restated Executive Employment Agreement by and between David King Exhibit (e)(10) Execution Copy RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Restated Executive Employment Agreement (the “Agreement”) is made effective as of November 14, 2012 (“Effective Date”), by and between JDA Software Group, Inc.

November 14, 2012 EX-99.1

SUBJECT LINE: Update on Strategic Merger

Exhibit 99.1 SUBJECT LINE: Update on Strategic Merger DATE: November 14, 2012 It has been a little more than one week since we announced the intended merger of our two companies and we are moving quickly toward making that a reality. As such, we thought it was important to provide you with an update on our integration activities. Our goal is to provide as much transparency into the transition proc

November 14, 2012 EX-99.1

SUBJECT LINE: Update on Strategic Merger

Letter to Employees Exhibit 99.1 SUBJECT LINE: Update on Strategic Merger DATE: November 14, 2012 It has been a little more than one week since we announced the intended merger of our two companies and we are moving quickly toward making that a reality. As such, we thought it was important to provide you with an update on our integration activities. Our goal is to provide as much transparency into

November 14, 2012 DEFA14A

- FORM 8-K

Form 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 14, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (

November 14, 2012 SC14D9C

- SCHEDULE 14D-9C

Schedule 14D-9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 JDA Software Group, Inc. (Name of Subject Company) JDA Software Group, Inc. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 46612K108 (CUSIP

November 14, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 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 14, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (

November 9, 2012 SC 13D/A

JDAS / Jda Software Group Inc / Praesidium Investment Management Company, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No.3)* Under the Securities Exchange Act of 1934 JDA SOFTWARE GROUP, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 46612K108 (CUSIP NUMBER) Praesidium Investment Management Company, LLC 747 Third Avenue, 35th Floor New York, NY 10017 Tel. No.:

November 9, 2012 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of JDA Software Group, Inc., and further agree that this Joint Filing Agreement shall be include

November 5, 2012 EX-99.1

JDA Strategy & Vision

JDA Strategy & Vision Tom Dziersk EVP Sales & Marketing Exhibit 99.1 Forward-Looking Statements Disclaimer This PRESENTATION may contain forward-looking statements. These forward-looking statements involve significant risks and uncertainties. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including all statements regarding in

November 5, 2012 SC14D9C

- SCHEDULE 14D-9C

SC14D9C 1 d435076dsc14d9c.htm SCHEDULE 14D-9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 JDA Software Group, Inc. (Name of Subject Company) JDA Software Group, Inc. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class o

November 5, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 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 5, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (C

November 5, 2012 EX-99.1

Combination will deliver unique capabilities that retailers and manufacturers require to meet the demands of hyper-connected consumers

Press Release Exhibit 99.1 November 1, 2012 JDA and RedPrairie to Merge, Establishing Global Enterprise Software Company that will Provide Customers Comprehensive Planning and Execution Solutions Combination will deliver unique capabilities that retailers and manufacturers require to meet the demands of hyper-connected consumers ATLANTA & SCOTTSDALE, Ariz.–(BUSINESS WIRE)– RedPrairie and JDA Softw

November 5, 2012 SC TO-C

- TENDER OFFER

Tender Offer UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 JDA SOFTWARE GROUP, INC. (Name of Subject Company) RP CROWN ACQUISITION SUB, LLC RP CROWN PARENT, LLC RP CROWN HOLDING, LLC RP HOLDING LLC (Name of Filing Persons (Offerors)) REDPRAIRIE HOLDING, INC. NEW MO

November 5, 2012 EX-99.1

JDA Strategy & Vision

Presentation Slides JDA Strategy & Vision Tom Dziersk EVP Sales & Marketing Exhibit 99.

November 5, 2012 DEFA14A

- FORM 8-K

Form 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 5, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (C

November 2, 2012 DEFA14A

- FORM 8-K

Form 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 1, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (C

November 2, 2012 EX-2.1

AGREEMENT AND PLAN OF MERGER by and between JDA SOFTWARE GROUP, INC., RP CROWN PARENT, LLC RP CROWN ACQUISITION SUB, LLC Dated as of November 1, 2012 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction; I

Agreement and Plan of Merger Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and between JDA SOFTWARE GROUP, INC., RP CROWN PARENT, LLC and RP CROWN ACQUISITION SUB, LLC Dated as of November 1, 2012 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction; Interpretation 16 ARTICLE II THE OFFER 17 Section 2.1 The Offer 17 Section 2.2 Company Acti

November 2, 2012 SC14D9C

- SCHEDULE 14D-9C

Schedule 14D-9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 JDA Software Group, Inc. (Name of Subject Company) JDA Software Group, Inc. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 46612K108 (CUSIP

November 2, 2012 EX-99.1

JDA and RedPrairie

Presentation Slides JDA and RedPrairie Hamish Brewer, JDA President & CEO Mike Mayoras, RedPrairie CEO Exhibit 99.

November 2, 2012 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events - FORM 8-K

Form 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 1, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (C

November 2, 2012 EX-2.1

AGREEMENT AND PLAN OF MERGER by and between JDA SOFTWARE GROUP, INC., RP CROWN PARENT, LLC RP CROWN ACQUISITION SUB, LLC Dated as of November 1, 2012 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction; I

Agreement and Plan of Merger Exhibit 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER by and between JDA SOFTWARE GROUP, INC., RP CROWN PARENT, LLC and RP CROWN ACQUISITION SUB, LLC Dated as of November 1, 2012 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction; Interpretation 16 ARTICLE II THE OFFER 17 Section 2.1 The Offer 17 Section 2.2 Company Acti

November 2, 2012 EX-99.1

JDA and RedPrairie

EX-99.1 3 d432599dex991.htm PRESENTATION SLIDES JDA and RedPrairie Hamish Brewer, JDA President & CEO Mike Mayoras, RedPrairie CEO Exhibit 99.1 Copyright 2012 JDA Software Group, Inc. - CONFIDENTIAL Forward-Looking Statements Disclaimer This PRESENTATION may contain forward-looking statements. These forward-looking statements involve significant risks and uncertainties. All statements other than s

November 1, 2012 10-Q

Quarterly Report - JDAS - 9.30.2012 - 10Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q (Mark One) R QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2012 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number

November 1, 2012 EX-99.2

Dear JDA Associates,

Letter to employees Exhibit 99.2 Dear JDA Associates, JDA Software has taken a major step in its evolution with today’s announcement of a definitive merger agreement with entities affiliated with RedPrairie, an enterprise software business owned by private equity firm New Mountain Capital (NMC). The agreement, announced this morning in a press release, establishes the first global enterprise softw

November 1, 2012 EX-99.3

Employee FAQ: JDA Software & RedPrairie Merger November 1, 2012

List of Frequently Asked Questions to employees Exhibit 99.3 Employee FAQ: JDA Software & RedPrairie Merger November 1, 2012 Background On November 1, 2012, JDA Software and RedPrairie, recognized leaders in enterprise software and services for the extended supply chain, announced that they have entered into a definitive merger agreement. The combined company will deliver significant value and ret

November 1, 2012 EX-99.4

November 1, 2012

Letter to customers Exhibit 99.4 November 1, 2012 Dear JDA Customer, A short time ago we announced an exciting merger with RedPrairie, a leader in supply chain execution and workforce management solutions. Our companies’ combined solution breadth, commitment to innovation and world-class associate base will allow us to deliver differentiated solutions that enable our customers to achieve a greater

November 1, 2012 EX-99.5

Customer FAQ: JDA Software & RedPrairie Merger November 1, 2012

List of Frequently Asked Questions to customers Exhibit 99.5 Customer FAQ: JDA Software & RedPrairie Merger November 1, 2012 Background On November 1, 2012, JDA Software and RedPrairie, recognized leaders in enterprise software and services for the extended supply chain, announced that they have entered into a definitive merger agreement. The combined company will deliver significant value and ret

November 1, 2012 SC14D9C

- SCHEDULE 14D-9C

Schedule 14D-9C UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 JDA Software Group, Inc. (Name of Subject Company) JDA Software Group, Inc. (Name of Person Filing Statement) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 46612K108 (CUSIP

November 1, 2012 EX-99.2

Dear JDA Associates,

Letter to employees Exhibit 99.2 Dear JDA Associates, JDA Software has taken a major step in its evolution with today’s announcement of a definitive merger agreement with entities affiliated with RedPrairie, an enterprise software business owned by private equity firm New Mountain Capital (NMC). The agreement, announced this morning in a press release, establishes the first global enterprise softw

November 1, 2012 EX-99.4

November 1, 2012

Letter to customers Exhibit 99.4 November 1, 2012 Dear JDA Customer, A short time ago we announced an exciting merger with RedPrairie, a leader in supply chain execution and workforce management solutions. Our companies’ combined solution breadth, commitment to innovation and world-class associate base will allow us to deliver differentiated solutions that enable our customers to achieve a greater

November 1, 2012 EX-99.1

JDA Software Announces Third Quarter 2012 Results Strong Cash Flow Drives Cash Balance Over $400 Million

Press Release Issued by the Company Exhibit 99.1 JDA Software Announces Third Quarter 2012 Results Strong Cash Flow Drives Cash Balance Over $400 Million Scottsdale, Ariz. – Nov. 1, 2012—JDA® Software Group, Inc. (NASDAQ: JDAS), The Supply Chain Company®, today announced financial results for the third quarter ended Sept. 30, 2012. In a separate announcement made today, JDA reported that it has en

November 1, 2012 EX-99.2

Q3 2012 Earnings Conference Call

Presentation Slides Q3 2012 Earnings Conference Call NASDAQ: JDAS November 1, 2012 Exhibit 99.

November 1, 2012 EX-99.5

Customer FAQ: JDA Software & RedPrairie Merger November 1, 2012

List of Frequently Asked Questions to customers Exhibit 99.5 Customer FAQ: JDA Software & RedPrairie Merger November 1, 2012 Background On November 1, 2012, JDA Software and RedPrairie, recognized leaders in enterprise software and services for the extended supply chain, announced that they have entered into a definitive merger agreement. The combined company will deliver significant value and ret

November 1, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

Form 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 1, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (C

November 1, 2012 DEFA14A

- FORM 8-K

Form 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 1, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (C

November 1, 2012 EX-99.3

Employee FAQ: JDA Software & RedPrairie Merger November 1, 2012

List of Frequently Asked Questions to employees Exhibit 99.3 Employee FAQ: JDA Software & RedPrairie Merger November 1, 2012 Background On November 1, 2012, JDA Software and RedPrairie, recognized leaders in enterprise software and services for the extended supply chain, announced that they have entered into a definitive merger agreement. The combined company will deliver significant value and ret

November 1, 2012 EX-99.1

JDA and RedPrairie to Merge, Establishing Global Enterprise Software Company that will Provide Customers Comprehensive Planning and Execution Solutions Combination will deliver unique capabilities that retailers and manufacturers require to meet the

Joint Press Release Exhibit 99.1 JDA and RedPrairie to Merge, Establishing Global Enterprise Software Company that will Provide Customers Comprehensive Planning and Execution Solutions Combination will deliver unique capabilities that retailers and manufacturers require to meet the demands of hyper-connected consumers ATLANTA, GA and SCOTTSDALE, AZ – November 1, 2012 – RedPrairie and JDA Software

November 1, 2012 EX-99.6

Associate Call Talking Points

Presentation Slides, dated November 1, 2012 Associate Call Talking Points 11/1/12 Exhibit 99.

November 1, 2012 EX-99.1

JDA and RedPrairie to Merge, Establishing Global Enterprise Software Company that will Provide Customers Comprehensive Planning and Execution Solutions Combination will deliver unique capabilities that retailers and manufacturers require to meet the

Joint Press Release Exhibit 99.1 JDA and RedPrairie to Merge, Establishing Global Enterprise Software Company that will Provide Customers Comprehensive Planning and Execution Solutions Combination will deliver unique capabilities that retailers and manufacturers require to meet the demands of hyper-connected consumers ATLANTA, GA and SCOTTSDALE, AZ – November 1, 2012 – RedPrairie and JDA Software

November 1, 2012 8-K

Financial Statements and Exhibits, Other Events - FORM 8-K

Form 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 1, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (C

November 1, 2012 EX-99.6

Associate Call Talking Points

Presentation Slides, dated November 1, 2012 Associate Call Talking Points 11/1/12 Exhibit 99.

October 19, 2012 EX-99.1

JOINT FILING AGREEMENT

Joint Filing Agreement EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of JDA Software Group, Inc.

October 19, 2012 SC 13D/A

JDAS / Jda Software Group Inc / Praesidium Investment Management Company, LLC - SCHEDULE 13D/A Activist Investment

Schedule 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) (Amendment No.2)* Under the Securities Exchange Act of 1934 JDA SOFTWARE GROUP, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 46612K108 (CUSIP NUMBER) Praesidium Investment Management Company, LLC 747 Third Avenue, 35th Floor New York, NY 10017 Tel

October 4, 2012 DEF 14A

- DEFINITIVE PROXY STATEMENT

Definitive Proxy Statement Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) þ Definitive Proxy Statement ¨ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

October 4, 2012 DEFA14A

- DEFINITIVE ADDITIONAL MATERIALS

Definitive Additional Materials SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy Statement þ Definitive Additional Materials ¨ Soliciting Material Pursuant to §240.

September 28, 2012 CORRESP

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Acceleration Request Letter JDA Software Group, Inc. 14400 N. 87th Street Scottsdale, Arizona 85260 www.jda.com +1.480.308.3460 main +1.480.308.4268 fax September 28, 2012 VIA EDGAR Patrick Gilmore Accounting Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-5720 Re: JDA Software Group, Inc. Form 10-K for the Fis

August 8, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - FORM 8-K

Form 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): August 2, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (Com

August 8, 2012 EX-99.1

Relocation Benefits to be provided to Brian Galvin Relocation Coordination and Expense Management Provided by Cartus. All relocation benefits and expense reimbursements will be administered by Cartus. House-hunting Trip One house-hunting trip for the

Letter Agreement Exhibit 99.1 August 10, 2011 [address] Dear Brian: I am pleased to make you an offer of employment to join JDA as a Chief Accounting Officer on Monday, August 29, 2011. In this role, you will be a member of JDA Leadership Team and will report directly to the CFO. The salary for your position is $11,041 per pay period ($265,000 annually), payable on the 15th and 30th of each month.

August 6, 2012 EX-21.1

SUBSIDIARIES OF THE COMPANY Subsidiary Jurisdiction of Incorporation JDA Software, Inc. Arizona JDA Worldwide, Inc. Arizona JDA Software Services, Inc. Delaware JDA Software Russia Holdings, Inc. Delaware Manugistics Holdings Delaware II, Inc. Delawa

EXHIBIT 21.1 SUBSIDIARIES OF THE COMPANY Subsidiary Jurisdiction of Incorporation JDA Software, Inc. Arizona JDA Worldwide, Inc. Arizona JDA Software Services, Inc. Delaware JDA Software Russia Holdings, Inc. Delaware Manugistics Holdings Delaware II, Inc. Delaware Manugistics Services, Inc. Delaware i2 Technologies, Inc. Delaware i2 Technologies International Services, LLC Delaware JDA Technologi

August 6, 2012 10-Q

Quarterly Report - JDAS - 3.31.2012 - 10Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q (Mark One) R QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2012 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 0-

August 6, 2012 EX-10.28

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.28 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is made effective as of July 1, 2011 (“Effective Date”), by and between JDA Software Group, Inc., a Delaware corporation (“Company”) and David Gai (“Executive”) (either party individually, a “Party”; collectively, the “Parties”). WHEREAS, Company desires to retain the services of Executive as Executive V

August 6, 2012 EX-99.1

JDA Software Announces Second Quarter 2012 Results Second Quarter Revenue Increases Over Prior-Year Period in Each Business Company Completes Restatement and is Current With its Filings Company Provides Outlook for Full Year 2012

Press Release dated August 6, 2012 Exhibit 99.1 — — — — — — JDA Software Group, Inc. NEWS RELEASE Contact Information at End of Release JDA Software Announces Second Quarter 2012 Results Second Quarter Revenue Increases Over Prior-Year Period in Each Business Company Completes Restatement and is Current With its Filings Company Provides Outlook for Full Year 2012 Scottsdale, Ariz. — August 6, 2012

August 6, 2012 EX-10.29

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.29 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is made effective as of October 8, 2009 (“Effective Date”), by and between JDA Software Group, Inc., a Delaware corporation (“Company”) and Brian P. Boylan (“Executive”) (either party individually, a “Party”; collectively, the “Parties”). WHEREAS, Company desires to retain the services of Executive as Se

August 6, 2012 10-Q

Quarterly Report - JDAS - 6.30.2012 - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q (Mark One) R QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2012 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 0-2

August 6, 2012 EX-10.1

CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT

Exhibit 10.1 CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT This Confidential Separation and Release Agreement (the “Agreement”) is entered into as of February , 2012, by G. MICHAEL BRIDGE (“Executive”) and JDA SOFTWARE GROUP, INC. (“JDA”). This Agreement will not become effective until the expiration of seven (7) days from the date of Executive's execution of this Agreement. In consideration of th

August 6, 2012 EX-10.2

Sincerely, Accepted: /s/ Brian P. Boylan /s/ David Kennedy Brian P. Boylan David Kennedy SVP - Human Resources Date: April 20, 2012 EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.2 April 19, 2012 Mr. David Kennedy 15055 Quito Road Saratoga, California 95070 Dear David: I am pleased to make you an offer of employment to join JDA as Executive Vice President & Chief Legal Officer, effective May 1, 2012. In this role, you will be a member of JDA Leadership Team and will report directly to the CEO. The salary for your position is $16,667 per pay period ($400,008 annu

August 6, 2012 EX-10.27

EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.27 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is made effective as of October 8, 2009 (“Effective Date”), by and between JDA Software Group, Inc., a Delaware corporation (“Company”) and G. Michael Bridge (“Executive”) (either party individually, a “Party”; collectively, the “Parties”). WHEREAS, Company desires to retain the services of Executive as

August 6, 2012 10-K

Annual Report - JDAS - 12.31.2011 10-K

10-K 1 jdas-12312011x10xk.htm JDAS - 12.31.2011 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2011 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

August 6, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events - FORM 8-K

Form 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): August 6, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (Com

July 30, 2012 8-K

Other Events - JDAS_8K_BOD_YOUNG_JULY2012

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): July 27, 2012 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (Commission Fi

June 22, 2012 CORRESP

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Response Letter JDA Software Group, Inc. 14400 N. 87th Street Scottsdale, Arizona 85260 www.jda.com +1.480.308.3460 main +1.480.308.4268 fax June 22, 2012 VIA EDGAR Patrick Gilmore Accounting Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-5720 Re: JDA Software Group, Inc. Form 10-K for the Fiscal Year Ended De

June 11, 2012 EX-99.I

to Schedule 13G

EXHIBIT I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

June 11, 2012 EX-99.II

to Schedule 13G Joint Filing Agreement

EXHIBIT II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated June 8, 2012 in connection with their beneficial ownership of JDA Software Group, Inc.

June 11, 2012 SC 13G/A

JDAS / Jda Software Group Inc / AMERIPRISE FINANCIAL INC - AMENDMENT NO. 4 TO SCHEDULE 13G Passive Investment

Amendment No. 4 to Schedule 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #4 Under the Securities and Exchange Act of 1934 JDA Software Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 46612K108 (CUSIP Number) May 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t

May 18, 2012 EX-99.1

JDA Software Receives NASDAQ Notice of Non-Compliance with Listing Rules

JDA Software Group, Inc. NEWS RELEASE Contact Information at End of Release JDA Software Receives NASDAQ Notice of Non-Compliance with Listing Rules Scottsdale, Ariz. - May 17, 2012 - JDA® Software Group, Inc. (NASDAQ: JDAS), The Supply Chain Company®, announced that on, May 15, 2012, it received a letter from the NASDAQ staff notifying the Company that it continues to be non-compliant with NASDAQ

May 18, 2012 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits - JDAS_8K_NASDAQ NOTICE_05.17.12

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): May 15, 2012 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 Fil

May 15, 2012 CORRESP

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Response Letter JDA Software Group, Inc. 14400 N. 87th Street Scottsdale, Arizona 85260 www.jda.com +1.480.308.3460 main +1.480.308.4268 fax May 15, 2012 VIA EDGAR Patrick Gilmore Accounting Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-5720 Re: JDA Software Group, Inc. Form 10-K for the Fiscal Year Ended Dec

May 11, 2012 NT 10-Q

- NOTIFICATION OF LATE FILING

NT 10-Q 1 d351290dnt10q.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 000-27876 CUSIP Number 46612K108 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: March 31, 2012 ¨ Transition Report on Form 10-K ¨ Transition Repor

May 7, 2012 EX-99.1

JDA Software to Hold First Quarter 2012 Business Update Conference Call

JDA Software Group, Inc. NEWS RELEASE Contact Information at End of Release JDA Software to Hold First Quarter 2012 Business Update Conference Call Scottsdale, Ariz. - May 7, 2012 - JDA® Software Group, Inc. (NASDAQ: JDAS), The Supply Chain Company®, today will host a conference call with investors and analysts during which it will provide a business update regarding its first quarter of 2012 ende

May 7, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - JDAS_8K_BUSINESS UPDATE_05.07.12

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): May 7, 2012 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

May 4, 2012 EX-99.2

BOARD LETTER Praesidium Investment Management Company, LLC 747 Third Avenue • New York, NY 10017 Tel: 212.821.1495 • Fax: 212.821.1494 [email protected]

EX-2 EXHIBIT 2 BOARD LETTER Praesidium Investment Management Company, LLC 747 Third Avenue • New York, NY 10017 Tel: 212.

May 4, 2012 SC 13D/A

JDAS / Jda Software Group Inc / Praesidium Investment Management Company, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. 1)* JDA SOFTWARE GROUP, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 46612K108 (CUSIP NUMBER) Praesidium Investment Management Company, LLC 747 Third Avenue, 35th Floor New York, NY 10017 Tel. No.

May 4, 2012 EX-99.1

JOINT FILING AGREEMENT

EX-1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of JDA Software Group, Inc.

May 2, 2012 EX-99.2

JDA Software Announces Changes to the Board of Directors Appoints Arthur C. Young to Board of Directors; Appoints Richard M. Haddrill to Newly Created Position of Lead Independent Director

JDA Software Group, Inc. NEWS RELEASE Contact Information at End of Release JDA Software Announces Changes to the Board of Directors Appoints Arthur C. Young to Board of Directors; Appoints Richard M. Haddrill to Newly Created Position of Lead Independent Director Scottsdale, Ariz. - May 2, 2012 - JDA® Software Group, Inc. (NASDAQ: JDAS), The Supply Chain Company®, today announced that Arthur C. Y

May 2, 2012 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits - JDAS_8K_BOARD APPOINTMENTS_MAY2012

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): April 30, 2012 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 F

May 2, 2012 EX-99.1

April 27, 2012

April 27, 2012 Arthur C. Young Managing Partner Blum Capital Partners, LP 909 Montgomery St. San Francisco CA 94133 Dear Arthur: The Board of Directors (“Board”) of JDA Software Group, Inc. (the “Company”) has authorized me to extend to you an invitation to join the Board. We are convinced that you would be a wonderful addition to the Company and would be honored to have you serve as a Director on

April 17, 2012 CORRESP

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Correspondence JDA Software Group, Inc. 14400 N. 87th Street Scottsdale, Arizona 85260 www.jda.com +1.480.308.3460 main +1.480.308.4268 fax April 17, 2012 VIA EDGAR Patrick Gilmore Accounting Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-5720 Re: JDA Software Group, Inc. Form 10-K for the Fiscal Year Ended De

April 10, 2012 8-K

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review - JDAS_8K_NONRELIANCE_APR2012

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): April 10, 2012 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 F

April 10, 2012 EX-99.1

JDA Software Provides Update on Review of Revenue Recognition; Intends to Restate Financial Statements

JDA Software Group, Inc. NEWS RELEASE Contact Information at End of Release JDA Software Provides Update on Review of Revenue Recognition; Intends to Restate Financial Statements Scottsdale, Ariz. - April 10, 2012 - JDA® Software Group, Inc. (NASDAQ: JDAS), The Supply Chain Company®, today announced that based on the ongoing review of its revenue recognition policies and the application of these p

March 28, 2012 CORRESP

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Correspondence JDA Software Group, Inc. 14400 N. 87th Street Scottsdale, Arizona 85260 www.jda.com +1.480.308.3460 main +1.480.308.4268 fax March 28, 2012 VIA EDGAR Patrick Gilmore Accounting Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-5720 Re: JDA Software Group, Inc. Form 10-K for the Fiscal Year Ended De

March 15, 2012 EX-99.1

JDA Software Delays Filing 2011 Annual Report on Form 10-K

JDA Software Group, Inc. NEWS RELEASE Contact Information at End of Release JDA Software Delays Filing 2011 Annual Report on Form 10-K Scottsdale, Ariz. - March 15, 2012 - JDA® Software Group, Inc. (NASDAQ: JDAS), The Supply Chain Company®, today announced that the filing of its Annual Report on Form 10-K for the year ended December 31, 2011 with the U.S. Securities and Exchange Commission (the “S

March 15, 2012 8-K

Financial Statements and Exhibits, Other Events - 8K_LATE 10K UPDATE_MAR2012

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): March 15, 2012 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 F

March 13, 2012 SC 13D

JDAS / Jda Software Group Inc / Praesidium Investment Management Company, LLC - SCHEDULE 13D Activist Investment

SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* JDA SOFTWARE GROUP, INC. (Name of issuer) Common Stock, $0.01 par value (Title of class of securities) 46612K108 (CUSIP number) Praesidium Investment Management Company, LLC 747 Third Avenue, 35th Floor New York, NY 10017 Tel. No.: (212) 821-

March 13, 2012 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d314289dex991.htm EX-99.1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of JDA Software Group, Inc., and further agree that this Joint Filin

March 2, 2012 EX-99.1

JDA Software Receives NASDAQ Notice of Non-Compliance with Listing Rules

JDA Software Group, Inc. NEWS RELEASE Contact Information at End of Release JDA Software Receives NASDAQ Notice of Non-Compliance with Listing Rules Scottsdale, Ariz. - March 1, 2012 - JDA® Software Group, Inc. (NASDAQ: JDAS), The Supply Chain Company®, announced that today, March 1, 2012, it received a letter from the NASDAQ staff notifying the Company that it is no longer in compliance with NASD

March 2, 2012 8-K/A

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits - 8K/A NASDAQ NOTICE_MAR2012

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2012 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

March 1, 2012 EX-99.1

JDA Software Receives NASDAQ Notice of Non-Compliance with Listing Rules

JDA Software Group, Inc. NEWS RELEASE Contact Information at End of Release JDA Software Receives NASDAQ Notice of Non-Compliance with Listing Rules Scottsdale, Ariz. - March 1, 2012 - JDA® Software Group, Inc. (NASDAQ: JDAS), The Supply Chain Company®, announced that today, March 1, 2012, it received a letter from the NASDAQ staff notifying the Company that it is no longer in compliance with NASD

March 1, 2012 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits - 8K_NASDAQ NOTICE_MAR2012

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): March 1, 2012 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 Fi

February 29, 2012 NT 10-K

- FORM 12B-25

Form 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 000-27876 CUSIP Number 46612K108 (Check one): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2011 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on For

February 15, 2012 CORRESP

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Repsponse Letter to JDA Software Group, Inc. JDA Software Group, Inc. 14400 N. 87th Street Scottsdale, Arizona 85260 www.jda.com +1.480.308.3460 main +1.480.308.4268 fax February 15, 2012 VIA EDGAR Patrick Gilmore Accounting Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-5720 Re: JDA Software Group, Inc. Form

February 14, 2012 SC 13G

JDAS / Jda Software Group Inc / AMERIPRISE FINANCIAL INC - SCHEDULE 13G Passive Investment

Schedule 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 JDA Software Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 46612K108 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi

February 14, 2012 SC 13G/A

JDAS / Jda Software Group Inc / AMERIPRISE FINANCIAL INC - AMENDMENT NO. 3 TO SCHEDULE 13G Passive Investment

Amendment No. 3 to Schedule 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #3 Under the Securities and Exchange Act of 1934 JDA Software Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 46612K108 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

February 14, 2012 SC 13G/A

JDAS / Jda Software Group Inc / SANKATY CREDIT OPPORTUNITIES III LP - SCHEDULE 13G AMENDMENT NO. 1 Passive Investment

Schedule 13G Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1 )* JDA Software Group, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 46612K108 (CUSIP Number) December 31, 2011 (Date o

February 14, 2012 SC 13G/A

JDAS / Jda Software Group Inc / WELLINGTON MANAGEMENT GROUP LLP - DISCLOSURE DOCUMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* JDA Software Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 46612K108 (CUSIP Number) December 31, 2011 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which thi

February 8, 2012 SC 13G

JDAS / Jda Software Group Inc / VANGUARD GROUP INC Passive Investment

jdasoftwaregroupinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:0 )* Name of issuer: JDA Software Group Inc Title of Class of Securities: Common Stock CUSIP Number: 46612K108 Date of Event Which Requires Filing of this Statement: December 31, 2011 Check the appropriat

January 31, 2012 EX-99.1

JDA Software Announces Fourth Quarter and Full Year 2011 Results

JDA Software Group, Inc. NEWS RELEASE Contact Information at End of Release JDA Software Announces Fourth Quarter and Full Year 2011 Results Scottsdale, Ariz. - January 31, 2012 - JDA® Software Group, Inc. (NASDAQ: JDAS), The Supply Chain Company®, today announced financial results for the fourth quarter ended December 31, 2011. JDA reported record fourth quarter revenue of $174.2 million, a 3 per

January 31, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - JDAS_12.31.2011_8K

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): January 31, 2012 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

January 20, 2012 CORRESP

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JDA Software Group, Inc. 14400 N. 87th Street Scottsdale, Arizona 85260 www.jda.com +1.480.308.3460 main +1.480.308.4268 fax January 20, 2012 VIA EDGAR Patrick Gilmore Accounting Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-5720 Re: JDA Software Group, Inc. Form 10-K for the Fiscal Year Ended December 31, 20

January 12, 2012 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - JDAS_8K

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): January 12, 2012 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

January 12, 2012 EX-99.1

JDA Software Reports Preliminary Revenue Results for the Fourth Quarter 2011 and Earnings Expectations for the Full-Year 2011 Full-Year 2011 Revenue and Earnings Expected to be in Line with the Company's Original Guidance Software Revenue Weakness in

JDA Software Group, Inc. NEWS RELEASE Contact Information at End of Release JDA Software Reports Preliminary Revenue Results for the Fourth Quarter 2011 and Earnings Expectations for the Full-Year 2011 Full-Year 2011 Revenue and Earnings Expected to be in Line with the Company's Original Guidance Software Revenue Weakness in North America Partially Offset by Continued Software Revenue Strength in

December 29, 2011 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2011

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2011 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporat

December 21, 2011 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number:

December 21, 2011 EX-10.1

CREDIT AGREEMENT by and among JDA SOFTWARE GROUP, INC. as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, WELLS FARGO CAPITAL FINANCE, LLC as the Agent Dated as of March 18, 2011 TABLE OF CONTENTS TABLE OF CONTENTS Page 4.5 Title to

Credit Agreement by and among JDA Software Group, Inc. CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2 Certain confidential information contained in this exhibit was omitted by means of redacting a portion of the text and replacing it with [***]. This exhibit (containing the non-public information) has been filed separately with the Secretary of the Securities and Exchange Commission witho

December 20, 2011 CORRESP

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JDA Software Group, Inc. 14400 N. 87th Street Scottsdale, Arizona 85260 www.jda.com +1.480.308.3460 main +1.480.308.4268 fax December 20, 2011 VIA EDGAR Patrick Gilmore Accounting Branch Chief Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-5720 Re: JDA Software Group, Inc. Form 10-K for the Fiscal Year Ended December 31, 2

November 30, 2011 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 30, 2011 JDA Software Gr

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) (Commissio

November 30, 2011 EX-99.1

JDA Software Agrees to Litigation Settlement

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 r

October 31, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q (Mark One) R QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2011 OR £ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number

October 27, 2011 EX-99.1

JDA Software Announces Third Quarter 2011 Results Strong Organic Software Sales Drive Record Revenue and Earnings

JDA Software Group, Inc. NEWS RELEASE Contact Information at End of Release JDA Software Announces Third Quarter 2011 Results Strong Organic Software Sales Drive Record Revenue and Earnings Scottsdale, Ariz. - October 27, 2011 - JDA® Software Group, Inc. (NASDAQ: JDAS), The Supply Chain Company®, today announced financial results for the third quarter ended September 30, 2011. JDA reported record

October 27, 2011 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 27, 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

August 9, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q (Mark One) R QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2011 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 0-2

August 9, 2011 EX-10.1

EXECUTIVE EMPLOYMENT AGREEMENT

EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (?Agreement?) is made effective as of April 26, 2011 (?Effective Date?), by and between JDA Software Group, Inc.

August 9, 2011 EX-10.2

EXECUTIVE EMPLOYMENT AGREEMENT

EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (“Agreement”) is made effective as of April 26, 2011 (“Effective Date”), by and between JDA Software Group, Inc.

July 26, 2011 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 26, 2011 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)

July 26, 2011 EX-99.1

JDA Software Announces Second Quarter 2011 Results Strong Recurring Maintenance Revenue and Excellent Cash Flow Highlight the Quarter Company Reiterates Confidence in the Mid-Point of its Full Year Outlook for 2011

exv99w1 Exhibit 99.1 JDA Software Group, Inc. Contact Information NEWS RELEASE at End of Release JDA Software Announces Second Quarter 2011 Results Strong Recurring Maintenance Revenue and Excellent Cash Flow Highlight the Quarter Company Reiterates Confidence in the Mid-Point of its Full Year Outlook for 2011 Scottsdale, Ariz. — July 26, 2011 — JDA®Software Group, Inc. (NASDAQ: JDAS), The Supply

July 8, 2011 EX-24.POA

EX-24.POA

LIMITED POWER OF ATTORNEY FOR SECTION 16(a) REPORTING KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints each of Lindsay L.

June 1, 2011 8-K

Submission of Matters to a Vote of Security Holders

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): May 26, 2011 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (Commission Fil

May 12, 2011 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* JDA Software Group, Inc. (Name of

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* JDA Software Group, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 46612K108 (CUSIP Number) May 2, 2011 (Date of Event Which Requires F

May 10, 2011 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2011 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 0-

May 10, 2011 EX-10.2

CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT

exv10w2 Exhibit 10.2 CONFIDENTIAL SEPARATION AND RELEASE AGREEMENT This Confidential Separation and Release Agreement (the “Agreement”) is entered into as of March 30, 2011, by JASON B. ZINTAK (“Employee”) and JDA SOFTWARE GROUP, INC. (“JDA”). This Agreement will not become effective until the expiration of seven (7) days from the date of Employee’s execution of this Agreement. In consideration of

May 10, 2011 EX-10.1

CREDIT AGREEMENT by and among JDA SOFTWARE GROUP, INC. as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, WELLS FARGO CAPITAL FINANCE, LLC as the Agent Dated as of March 18, 2011

exv10w1 CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO RULE 24b-2 Certain confidential information contained in this exhibit was omitted by means of redacting a portion of the text and replacing it with [***].

April 28, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 26, 2011 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (Commission F

April 26, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 30, 2011 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (Commission F

April 26, 2011 EX-99.1

Contact Information at End of Release JDA Software Announces First Quarter 2011 Results Record Q1 Software Sales Drive Strong Earnings and Cash Flow

exv99w1 Exhibit 99.1 Contact Information at End of Release JDA Software Announces First Quarter 2011 Results Record Q1 Software Sales Drive Strong Earnings and Cash Flow Scottsdale, Ariz. — April 26, 2011 — JDA® Software Group, Inc. (NASDAQ: JDAS), The Supply Chain Company®, today announced financial results for the first quarter ended March 31, 2011. JDA reported record first quarter revenues of

April 26, 2011 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 26, 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 F

April 14, 2011 DEFA14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant þ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement þ Definitive Additional Materials o Soliciting Material Pursuant to §240.

April 14, 2011 DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material Pursuant to ?240.

March 22, 2011 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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) March 18, 2011 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State or other jurisdiction (Commission (IRS Employer of inc

March 18, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 28, 2011 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (Commission

March 1, 2011 EX-10.8

JDA SOFTWARE GROUP, INC. 2008 Employee Stock Purchase Plan (As Amended Through January 27, 2011)

exv10w8 Exhibit 10.8 JDA SOFTWARE GROUP, INC. 2008 Employee Stock Purchase Plan (As Amended Through January 27, 2011) 1. Establishment, Purpose and Term of Plan. 1.1 Establishment. The JDA Software Group, Inc. 2008 Employee Stock Purchase Plan (the “Plan”) is hereby established effective as of May 12, 2008, the date of its initial approval by the stockholders of the Company (the “Effective Date”).

March 1, 2011 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15

Table of Contents SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0-27876 JDA SOFTWARE GROUP, INC.

March 1, 2011 EX-10.1

INDEMNITY AGREEMENT

Exhibit 10.1 INDEMNITY AGREEMENT This Indemnity Agreement, dated as of February 24, 2011, is made by and between JDA Software Group, Inc., a Delaware corporation (the ?Company?), and , an individual (the ?Indemnitee?). RECITALS A. The Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for the Company?s directors, officers, employees and other agents, the cos

March 1, 2011 EX-21.1

Subsidiaries of the Company Subsidiary Jurisdiction of Incorporation JDA Software Group, Inc. Delaware JDA Software, Inc. Arizona JDA Worldwide, Inc. Arizona JDA Software Services, Inc. Delaware Manugistics, Inc. Delaware Manugistics Holdings Delawar

exv21w1 Exhibit 21.1 Subsidiaries of the Company Subsidiary Jurisdiction of Incorporation JDA Software Group, Inc. Delaware JDA Software, Inc. Arizona JDA Worldwide, Inc. Arizona JDA Software Services, Inc. Delaware Manugistics, Inc. Delaware Manugistics Holdings Delaware II, Inc. Delaware i2 Technologies, Inc. Delaware i2 Technologies International Services, Inc. Delaware FreightMatrix.com, Inc.

February 28, 2011 8-K

Other Events

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): February 25, 2011 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (Commissio

February 14, 2011 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* JDA Software Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 46612K108 (CUSIP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* JDA Software Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 46612K108 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

February 14, 2011 SC 13G

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* JDA Software Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 46612K108 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this

February 11, 2011 EX-99.II

to Schedule 13G Joint Filing Agreement

exv99wii Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 11, 2011 in connection with their beneficial ownership of JDA Software Group, Inc.

February 11, 2011 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #2 Under the Securities and Exchange Act of 1934 JDA Software Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) December 31, 2010 (

sc13gza SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #2 Under the Securities and Exchange Act of 1934 JDA Software Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 46612K108 (CUSIP Number) December 31, 2010 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

February 11, 2011 EX-99.I

to Schedule 13G

Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Company ? RiverSource Funds and Seligman Funds, comprised of investment companies registered under section 8 of the Investment Company Act of 1940 Investment Adviser ? Columbia Management Investment Adviser

February 10, 2011 SC 13G/A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:3 )*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.:3 )* Name of issuer: JDA SOFTWARE GROUP INC Title of Class of Securities: COMMON STOCK CUSIP Number: 46612K108 Date of Event Which Requires Filing of this Statement: December 31, 2010 Check the appropriate box to designate the rule pursuant to which this Schedule is filed

February 1, 2011 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): February 1, 2011 JDA Software Gro

e8vk 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): February 1, 2011 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-27876 (Commission File

February 1, 2011 EX-99.1

Contact Information at End of Release JDA Software Announces Fourth Quarter 2010 Results and 2011 Outlook Record Software Sales and Successful Integration of i2 Drive Record Earnings

exv99w1 Exhibit 99.1 Contact Information at End of Release JDA Software Announces Fourth Quarter 2010 Results and 2011 Outlook Record Software Sales and Successful Integration of i2 Drive Record Earnings Scottsdale, Ariz. — February 1, 2011 — JDA® Software Group, Inc. (NASDAQ: JDAS), The Supply Chain Company®, today announced financial results for the fourth quarter ended December 31, 2010. JDA re

January 5, 2011 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 1, 2011 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (Commission

January 5, 2011 EX-99.1

JDA Software Adds Richard M. Haddrill to Board of Directors

Exhibit 99.1 JDA Investor Relations Contact: Mike Burnett, GVP, Treasury and Investor Relations Tel: 480-308-3392; [email protected] JDA Public Relations Contact: Beth Elkin, Senior Director, Corporate Communications Tel: 469-357-4225; [email protected] JDA Software Adds Richard M. Haddrill to Board of Directors Scottsdale, Arizona — January 5, 2011 — JDA® Software Group, Inc. (NASDAQ: JDAS),

January 5, 2011 EX-24.

EX-24.

rrd266076300320.html LIMITED POWER OF ATTORNEY FOR SECTION 16(a) REPORTING KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints each of Lindsay L. Hoopes, G. Michael Bridge, and John J. Murphy as the undersigned's true and lawful attorney-in-fact (the "Attorney-in Fact"), with full power of substitution and resubstitution, each with the power to act alone

November 9, 2010 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number

November 5, 2010 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2010 JDA Software Gro

e8vkza UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2010 JDA Software Group, Inc. (Exact name of registrant as specified in its charter) Delaware 0-27876 86-0787377 (State of other jurisdiction of incorporation) (Com

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