Item 1.01 Entry into a Material Definitive Agreement
On September 8, 2009, after evaluation and upon the approval of the Company's
Audit Committee, the Company entered into a Stock Purchase Agreement with Thoma
Cressey Fund VII, LP and Thoma Cressey Friends Fund VII, LP, each a Delaware
limited partnership, pursuant to which the Company agreed to repurchase 19,472
shares of its Series B Convertible Preferred Stock, which shares are convertible
into 1,403,387 shares of the Company's common stock, and 100,000 shares of
common stock for a total purchase price of $30,067,740 (or $20.00 per share of
common stock into which the Series B Convertible Preferred Stock is convertible)
(the "Repurchase").
Upon completion of the Repurchase, no shares of the Company's Series B
Convertible Preferred Stock will be outstanding.
A copy of the Stock Purchase Agreement is filed herewith as Exhibit 10.1. The
above description of the Stock Purchase Agreement is qualified in its entirety
by reference to Exhibit 10.1, which is incorporated by reference herein. A copy
of the press release filed in connection with the Repurchase is also filed
herewith as exhibit 99.1.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
On September 8, 2009, in connection with and as a condition to the Repurchase,
Orlando Bravo resigned from the Company's Board of Directors.
Additionally, on September 7, 2009, the Board of Directors elected Hamish N.
Brewer to the Board of Directors. Mr. Brewer is the Company's President and
Chief Executive Officer. Mr. Brewer will serve as a Class III director and his
term will expire at the Company's 2011 annual meeting.
Mr. Brewer has served as the Company's President and Chief Executive Officer
since August 2003. Mr. Brewer previously served as President from March 2001 to
July 2003, as Senior Vice President, Sales from 2000 to March 2001, as Senior
Vice President, Enterprise Systems, from 1999 to 2000, as Senior Vice President,
International during 1998 to 1999, as Director of the Company's Europe, Middle
East and African operations from 1996 to 1998, and as a Marketing Representative
from 1994 to 1996. Prior to joining JDA, Mr. Brewer served as a Retail Marketing
Specialist with IBM from 1986 to 1990 and in various operational positions with
a privately-held retail sales organization located in England. Mr. Brewer
received a Bachelor of Science and a Bachelor of Commerce degree from the
University of Birmingham in England.
On September 8, 2009, the Company also entered into an Amended and Restated
Executive Employment Agreement with Mr. Brewer (the "Employment Agreement").
Pursuant to the terms of the Employment Agreement, Mr. Brewer will receive an
annual base salary of $500,000 per year, and he is eligible to receive incentive
bonus compensation, subject to the terms and conditions contained in the
Company's Executive Bonus Plan discussed in the Company's proxy statement. The
Employment Agreement also states that, subject to the approval of the Board, the
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Company may grant Mr. Brewer various forms of equity awards of common stock,
from time to time, under the Company's 2005 Performance Incentive Plan and
entitles Mr. Brewer to benefits that are generally available to other senior
executives of the Company, including group health, life and disability insurance
benefits, and participation in the Company's 401(k) plan. Mr. Brewer is also
entitled to reimbursement for customary business expenses. If Mr. Brewer is
terminated without cause, for good reason or for disability, as such terms are
defined in the Employment Agreement, he will be entitled to certain severance
benefits, including twenty-four months base salary, one year's target bonus and
any unpaid bonus earned in the year of termination.
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