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~~Securities ofExchange ~~Report~~Act ~~(Date~~ of 1934 ~~earliest event reported): November 15, 2012~~

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)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

14400 North 87th Street

Scottsdale, Arizona 85260-3649

(Address of principal executive offices including zip code)

(480) 308-3000

(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 85.~~01.~~02 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 1514, 2012, ~~RedPrairie~~JDA ~~Corporation~~Software Group, Inc. (the “~~RedPrairie~~Company”) ~~issued~~entered ainto ~~press~~restated executive ~~release~~employment ~~announcing~~agreements ~~that its affiliates~~(each, ~~including~~an RP“Executive ~~Crown~~Agreement” ~~Acquisition~~and ~~Sub~~collectively, ~~LLC~~the (“~~Merger~~Executive ~~Sub~~Agreements”) with Hamish N. Brewer, President and ~~Merger~~Chief ~~Sub’s~~Executive ~~sole~~Officer; ~~equity~~Peter ~~holder~~S. Hathaway, ~~RP Crown~~Executive ~~Parent,~~Vice ~~LLC~~President and ~~(“Parent”),~~Chief ~~have~~Financial ~~commenced~~Officer; aDavid ~~cash~~R. ~~tender~~King, ~~offer~~Executive toVice ~~purchase~~President, ~~all~~Product ~~outstanding~~Management ~~shares~~and ofDevelopment; ~~common~~and ~~stock~~Thomas Dziersk, ~~par~~Executive ~~value~~Vice ~~$0.01~~President, ~~per~~Sales ~~share~~and Marketing (each, ofan ~~JDA~~“Executive” ~~Software~~and ~~Group~~collectively, ~~Inc. (~~the “~~Company~~Executives”). atThe aExecutive ~~purchase~~Agreements ~~price~~supersede ~~of $45.00~~and ~~per~~replace ~~share~~each Executive’s prior employment agreement, ~~net~~and toprovide ~~sellers~~for inthe ~~cash~~following annual base salaries for each Executive: (1) Mr. Brewer - $621,000; (2) Mr. Hathaway ~~without~~- ~~interest~~$391,810; ~~thereon~~(3) Mr. King ~~and~~- ~~less~~$350,000; ~~any~~and ~~required~~(4) Mr. Dziersk ~~withholding~~- ~~taxes~~$465,750.

~~The~~Under ~~press release~~the ~~was~~Executive ~~previously~~Agreements, ~~filed~~each asExecutive ~~exhibit~~is ~~(a)(1)(H)~~eligible to ~~the~~receive ~~tender~~incentive ~~offer~~bonus ~~statement on Schedule TO~~compensation, ~~including~~subject ~~an Offer~~ to ~~Purchase~~the ~~and~~terms ~~related Letter of Transmittal, filed by Parent, Merger Sub~~ and ~~certain~~conditions of ~~their affiliates with~~ the ~~U.S.~~Company’s ~~Securities~~annual ~~and Exchange~~executive ~~Commission~~cash ~~(the~~incentive ~~“SEC”)~~program. onIn ~~November 15~~addition, ~~2012,~~the ~~and~~Executive isAgreements ~~attached~~provide ~~to this Current Report on Form 8-K.~~ that:

~~Forward Looking~~(1) ~~Statements~~subject to the approval of the Company’s board of directors (the “Board”), the Company may grant the Executives various forms of equity awards of common stock under the Company’s 2005 Performance Incentive Plan, as amended;

~~This~~(2) ~~report~~each ~~may~~Executive ~~contain~~is ~~forward-looking~~entitled 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 information regarding the intent, belief or current expectation of the Company and members of its senior management team. Forward-looking statements include, without limitation, statements regarding prospective performance and opportunities and the outlook for the Company’s businesses, performance and opportunities and regulatory approvals, the anticipated timing of filings and approvals relating to ~~the~~benefits transaction; the expected timing of the completion of the transaction; the ability to complete the transaction considering the various closing conditions; and any assumptions underlying any of the foregoing. Investors are cautioned that ~~any such forward-looking statements~~ are ~~not~~generally ~~guarantees~~available ~~of future performance and involve risks and uncertainties and are cautioned not~~ to ~~place~~ ~~undue~~other ~~reliance~~senior onexecutives ~~these forward-looking statements. Actual results may differ materially from those currently anticipated due to a number~~ of ~~risks and uncertainties. Risks and uncertainties that could cause~~ the ~~actual results to differ from expectations contemplated by forward looking statements include: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of the~~ Company stockholders will tender their stock in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for the transaction may not be satisfied or waived, including ~~that~~group ~~a governmental entity may prohibit~~health, ~~delay~~life orand ~~refuse~~disability toinsurance ~~grant~~benefits approval for the consummation of the transaction; the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of the Company’s control; transaction costs; actual or contingent liabilities; and ~~other~~participation ~~risks and uncertainties discussed~~ in the Company’s filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the SEC on August 6, 2012, its Quarterly Reports on Form 10-Q, its Current Reports on Form 8-K, the tender offer documents filed by Merger Sub and certain of its affiliates, and the solicitation/recommendation statement filed by the Company. All of the materials related to the transaction 401(~~and all other transaction documents filed with the SEC~~k) will be available at no charge from the SEC through its website at www.sec.gov. Investors and security holders may also obtain free copies of the documents filed by the Company with the SEC by contacting Company Investor Relations at 14400 N. 87th Streetplan, ~~Scottsdale, Arizona 85260, telephone number (480-308-3392) or mike.burnett@jda.com. You are cautioned not to place undue reliance on these forward-looking statements, which speak only~~ as ofwell ~~the date hereof. The Company does not undertake any obligation to update any forward-looking statements~~ as areimbursement ~~result~~for ~~of new~~customary ~~information,~~business ~~future developments or otherwise, except as expressly required by law.~~ expenses;

~~Notice~~(3) bonus, and other incentive and equity compensation paid or provided to ~~Investors~~the Executives shall be subject to the terms of such policy of recoupment of compensation as shall be established from time to time by the Board or its Compensation Committee;

~~This~~(4) ~~report~~in isthe ~~neither~~event anthe ~~offer~~Executive’s toemployment ~~purchase~~is ~~nor~~terminated awithout ~~solicitation~~cause of(as andefined ~~offer~~in tothe ~~sell~~Executive ~~any~~Agreement) ~~securities.~~or ~~The~~by ~~solicitation~~the ~~and~~Executive ~~the~~for ~~offer~~good toreason ~~buy shares~~(as ofdefined ~~Company~~in ~~common~~the ~~stock~~Executive ~~has~~Agreement), ~~been~~the ~~made~~Executive ~~pursuant~~shall toreceive acertain ~~tender~~benefits, ~~offer~~including ~~statement~~24 onmonths ~~Schedule~~of TObase salary, ~~containing~~two antimes ~~Offer~~target toannual ~~Purchase~~bonus ~~and~~for ~~related~~the ~~tender~~year ~~offer~~of ~~documents~~termination, ~~filed~~unpaid bybonus ~~Merger~~amounts ~~Sub~~earned ~~and~~during ~~certain~~the ofyear ~~its~~in ~~affiliates~~which ~~with~~ the ~~SEC~~termination onoccurs ~~November 15, 2012.~~through ~~On November 15, 2012,~~ the ~~Company~~most ~~filed~~recently acompleted ~~Solicitation/Recommendation~~fiscal ~~Statement~~quarter onand ~~Schedule~~a ~~14D-9~~cash ~~with~~payment ~~respect~~equal to the ~~tender~~cost ~~offer.~~of ~~These~~continued ~~documents~~medical ~~contain important information that should be read carefully~~ and ~~considered~~dental ~~before~~coverage ~~any decision~~for is24 ~~made~~months ~~with~~under ~~respect to~~ the ~~tender~~Company’s ~~offer.~~medical ~~The tender offer materials (~~and ~~all~~dental ~~other~~plans ~~materials~~less ~~filed by~~ the ~~Company~~amount ~~with~~of ~~the~~any ~~SEC)~~employee ~~will~~contribution, beand ~~available~~vesting atof noearned ~~charge~~performance ~~from~~share ~~the~~awards ~~SEC~~that ~~through~~are ~~its~~subject ~~website~~only atto ~~www.sec.gov.~~service-based ~~Investors~~vesting, ~~and~~in ~~stockholders~~each ~~may also~~case ~~obtain~~subject ~~free~~to ~~copies~~delivery of ~~the~~a ~~documents~~release ~~filed~~of byclaims ~~the~~in ~~Company~~favor ~~with~~of the ~~SEC by contacting~~ Company ~~Investor~~and ~~Relations~~compliance atwith ~~14400~~certain N.restrictive ~~87th Street, Scottsdale, Arizona 85260, telephone number (480-308-3392) or mike.burnett@jda.com.~~ covenants;

~~Additional~~(5) ~~Information~~each ~~about~~Executive will be bound for 12 months following termination of employment by restrictions that prohibit (a) working for a competitor of the ~~Merger~~Company, (b) any investment in a competitor of the Company, (c) solicitation or hiring of the Company’s employees, and ~~Where~~(d) tosolicitation ~~Find~~of Itthe Company’s customers or prospective employees.;

~~This~~(6) ~~communication~~equity-based ~~may~~awards bevest ~~deemed to be proxy solicitation material~~ in ~~respect of~~ the ~~proposed~~event ~~acquisition~~ of ~~the Company by an affiliate of Parent. In connection with the potential one-step merger, the Company will file~~ a ~~Proxy~~change ~~Statement on Schedule 14A with the SEC. Additionally, the Company will file other relevant materials with the SEC~~ in ~~connection~~control; ~~with the proposed acquisition of the Company pursuant to the terms of an Agreement~~ and Plan of Merger dated as of November 1, 2012 by and among the Company, Parent and Merger Sub. THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WILL CONTAIN IMPORTANT INFORMATION, AND INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ CAREFULLY AND CONSIDER THESE MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION. The materials filed by the Company with the SEC may be obtained free of charge at the SEC’s web site at www.sec.gov. After the Company’s filing thereof, investors and stockholders will also be able to obtain free copies of the Proxy Statement from the Company by contacting Company Investor Relations at 14400 N. 87th Street, Scottsdale, Arizona 85260, telephone number (480-308-3392) or mike.burnett@jda.com.

~~The~~(7) ~~Company and its directors, executive officers and other members of their management and employees, under~~ the ~~SEC~~Executives ~~rules,~~are ~~may~~subject ~~be deemed~~ to bea ~~participants~~cutback ~~in the solicitation~~ of ~~proxies~~their ofpayments ~~the Company’s~~if ~~stockholders~~such inpayment ~~connection~~triggers ~~with~~ the ~~proposed~~golden ~~transaction.~~parachute ~~Investors~~excise ~~and~~tax ~~stockholders~~under ~~may~~Section ~~obtain~~4999 ~~more detailed information regarding the names, affiliations and interests~~ of ~~certain of~~ the ~~Company’s~~Internal ~~executive~~Revenue ~~officers~~Code ~~and directors in the solicitation by reading the Company’s proxy statement for its 2012 Annual Meeting~~ of ~~Stockholders~~1986, ~~which~~as ~~was filed with the SEC on October 4~~amended, ~~2012, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which was filed with the SEC on August, 6, 2012,~~ and ~~the~~cutback ~~proxy statement and other relevant materials which may be filed with the SEC in connection with the transaction when and if they become available. Information concerning the interests~~ of the ~~Company’s~~payments ~~potential~~to ~~participants,~~avoid ~~which may, in some cases, be different than those of~~ the ~~Company’s~~excise ~~stockholders~~tax ~~generally,~~would ~~will~~result ~~be set forth~~ in ~~the~~greater ~~proxy~~after-tax ~~statement~~payments ~~relating~~ to the ~~transaction when it becomes available~~Executive.

The Company entered into a restated confidential separation and release agreement, dated as of September 26, 2012, with G. Michael Bridge, Senior Vice President and General Counsel (the “Amended Agreement”), providing for his separation from the Company on March 31, 2013. Upon such separation, unless his employment is earlier terminated by the Company for cause, he will receive the following, subject to his delivery of a release of claims in favor of the Company:

(1)

a lump sum cash severance payment (less all required withholdings) equal to the sum of:

(a)

12 months of base salary;

(b)

one year’s bonus;

(c)

any unpaid base salary for the period through March 31, 2013;

(d)

2012 cash bonus then remaining unpaid (or if not yet determined by the Company, an amount equal to $250,000 reduced by any previously paid partial-year 2012 bonus payments);

(e)

bonus for the first quarter of 2013; and

(f)

payment in lieu of the 60-day notice period of Mr. Bridge’s base salary for such period;

(2)

vesting of earned performance share awards that are subject only to service-based vesting; and

(3)

participation, at the Company’s expense, in all Company medical and health plans for up to 18 months in accordance with COBRA.

The foregoing description of the Executive Agreements and the Amended Agreement is qualified in its entirety by reference to the Executive Agreements and Amended Agreement, filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 hereto and incorporated by reference herein.

Item 5.07

Submission of Matters to a Vote of Security Holders

On November 13, 2012, the Company held its 2012 annual meeting of stockholders (the “Annual Meeting”). The total number of shares of the Company’s common stock, par value $0.01 per share, that voted in person or by proxy at the Annual Meeting was 40,340,254, representing approximately 93.7% of the 43,050,926 shares outstanding and entitled to vote at the Annual Meeting. Below are the final voting results for the proposals that were voted upon at the Annual Meeting. For more information on the proposals, see the Company’s proxy statement for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on October 4, 2012.

(1)

The stockholders elected, by a plurality of the votes cast, each of the nominees listed below as Class I Directors of the Board, each to serve as directors until the Company’s 2015 annual meeting of stockholders and until their successors are elected and qualified:


Name	For		Against		Withheld		Non-Votes
J. Michael Gullard		24,163,624		12,543,307		1,894,462		1,738,861
Richard Haddrill		37,628,232		162,183		810,978		1,738,861

(2)

Advisory vote on the compensation of the Company’s named executive officers:


For	Against	Withheld	Non-Votes
36,452,852	1,336,541	812,000	1,738,861

(3)

The stockholders re-approved, by a majority of votes cast, the material terms of performance goals that may be established under the Company’s 2005 Performance Incentive Plan to preserve federal income tax deductions:


For	Against	Abstain	Non-Votes
37,088,592	700,805	811,996	1,738,861

(4)

The stockholders ratified, by a majority of the votes cast, the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the fiscal year ending December 31, 2012:


For	Against	Abstain
39,170,789	348,650	820,815

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNo.		Description
99.1		Press Release issued by RedPrairie Corporation on November 15, 2012.
10.1		Restated Executive Employment Agreement by and between Hamish Brewer and JDA Software Group, Inc. dated November 14, 2012 (incorporated by reference to Exhibit (e)(6) to the Schedule 14D-9 filed by JDA Software Group, Inc. on November 15, 2012).
10.2		Restated Executive Employment Agreement by and between Pete Hathaway and JDA Software Group, Inc. dated November 14, 2012 (incorporated by reference to Exhibit (e)(7) to the Schedule 14D-9 filed by JDA Software Group, Inc. on November 15, 2012).
10.3		Restated Executive Employment Agreement by and between David King and JDA Software Group, Inc. dated November 14, 2012 (incorporated by reference to Exhibit (e)(10) to the Schedule 14D-9 filed by JDA Software Group, Inc. on November 15, 2012).
10.4		Restated Executive Employment Agreement by and between Thomas Dziersk and JDA Software Group, Inc. dated November 14, 2012 (incorporated by reference to Exhibit (e)(12) to the Schedule 14D-9 filed by JDA Software Group, Inc. on November 15, 2012).
10.5		Restated Confidential Separation and Release Agreement between G. Michael Bridge and JDA Software Group, Inc. dated as of September 26, 2012 (incorporated by reference to Exhibit (e)(14) to the Schedule 14D-9 filed by JDA Software Group, Inc. on November 15, 2012).

SIGNATURES

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

EXHIBIT INDEX

ExhibitNo.		Description
99.1		Press Release, issued by RedPrairie Corporation, dated November 15, 2012.
10.1		Restated Executive Employment Agreement by and between Hamish Brewer and JDA Software Group, Inc. dated November 14, 2012 (incorporated by reference to Exhibit (e)(6) to the Schedule 14D-9 filed by JDA Software Group, Inc. on November 15, 2012).
10.2		Restated Executive Employment Agreement by and between Pete Hathaway and JDA Software Group, Inc. dated November 14, 2012 (incorporated by reference to Exhibit (e)(7) to the Schedule 14D-9 filed by JDA Software Group, Inc. on November 15, 2012).
10.3		Restated Executive Employment Agreement by and between David King and JDA Software Group, Inc. dated November 14, 2012 (incorporated by reference to Exhibit (e)(10) to the Schedule 14D-9 filed by JDA Software Group, Inc. on November 15, 2012).
10.4		Restated Executive Employment Agreement by and between Thomas Dziersk and JDA Software Group, Inc. dated November 14, 2012 (incorporated by reference to Exhibit (e)(12) to the Schedule 14D-9 filed by JDA Software Group, Inc. on November 15, 2012).
10.5		Restated Confidential Separation and Release Agreement between G. Michael Bridge and JDA Software Group, Inc. dated as of September 26, 2012 (incorporated by reference to Exhibit (e)(14) to the Schedule 14D-9 filed by JDA Software Group, Inc. on November 15, 2012).

JDA SOFTWARE GROUP, INC.

~~JDA SOFTWARE GROUP, INC.~~

Date: November 15, 2012

/s/ Peter S. Hathaway

Date: November 19, 2012

/s/ Peter S. Hathaway

Peter S. Hathaway Executive Vice President and Chief Financial Officer

Peter S. Hathaway

Executive Vice President and Chief Financial Officer

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