JDAS Jda Software Grp., Inc. (MM)

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

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.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		86-0787377 (I.R.S. Employer Identification No.)

14400 North 87 ^th Street
Scottsdale, Arizona 85260
(480) 308-3000
(Address and telephone number of principal executive offices)

Indicate by check mark whether registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) had been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer   o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The number of shares outstanding of the Registrant’s Common Stock, $0.01 par value, was 34,514,874 as of October 30, 2009.

 

 

TABLE OF CONTENTS

JDA SOFTWARE GROUP, INC.

AMENDMENT NO. 1 TO QUARTERLY REPORT ON FORM 10-Q/A

Explanatory Note

     This Amendment No. 1 to the Quarterly Report on Form 10-Q/A for JDA Software Group, Inc. is being filed solely for the purpose of filing a corrected version of Exhibit 10.1. No additions or changes have been or are otherwise being made to the information contained in the Form 10-Q that was filed with the Securities and Exchange Commission on November 3, 2009. Accordingly, this Form 10-Q/A should be read in conjunction with the other filings made with the Securities and Exchange Commission subsequent to the filing of the original Form 10-Q, including any amendments to those filings.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EXHIBIT INDEX

Exhibit No.		Description of Document
3.1***		Third Restated Certificate of Incorporation of the Company together with Certificate of Amendment dated July 23, 2002.
3.2**		First Amended and Restated Bylaws of JDA Software Group, Inc.
3.3****		Certificate of Designation of rights, preferences, privileges and restrictions of Series B Convertible Preferred Stock of JDA Software Group, Inc filed with the Secretary of State of the State of Delaware on July 5, 2006.
3.4*****		Certificate of Correction filed to correct a certain error in the Certificate of Designation of rights, preferences, privileges and restrictions of Series B Convertible Preferred Stock of JDA Software Group, Inc. filed with the Secretary of State of the State of Delaware on July 5, 2006.
4.1*		Specimen Common Stock Certificate of JDA Software Group, Inc.
10.1 (1)(2)		Executive Employment Agreement between Pete Hathaway and JDA Software Group, Inc. dated July 20, 2009.
10.2 (1)(2)*******		Executive Employment Agreement between Jason B. Zintak and JDA Software Group, Inc. dated August 18, 2009.
10.3******		Stock Purchase Agreement between JDA Software Group, Inc. and Thoma Bravo Inc. dated September 8, 2009.
10.4*******		Separation Agreement between JDA Software Group, Inc. and Kristen L. Magnuson dated April 6, 2009.
10.5*******		Separation Agreement between JDA Software Group, Inc. and Christopher J. Koziol dated August 3, 2009.
31.1		Rule 13a-14(a) Certification of Chief Executive Officer.
31.2		Rule 13a-14(a) Certification of Chief Financial Officer.
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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