- Current report filing (8-K)
December 17 2009 - 5:31PM
Edgar (US Regulatory)
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 17, 2009
i2 Technologies,
Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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000-28030
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75-2294945
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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11701 Luna Road
Dallas, Texas
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75234
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (469) 357-1000
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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On
December 17, 2009, i2 Technologies, Inc. (i2) issued a press release announcing that December 21, 2009 has been established as the record date for purposes of determining i2 stockholders entitled to vote at the upcoming special
meeting of i2 stockholders to consider the previously announced merger agreement providing for the merger of a wholly-owned subsidiary of JDA Software Group, Inc. with and into i2 and that January 28, 2010 at 8:00 a.m. CST has been set as
the date of the special meeting. A copy of the press release is attached hereto as Exhibit 99.1.
IMPORTANT ADDITIONAL
INFORMATION
This filing is being made in respect of the proposed transaction involving JDA and i2. In connection with the
proposed transaction, JDA filed a Registration Statement on Form S-4 with the Securities and Exchange Commission (the SEC) on November 19, 2009 and an amendment thereto on December 17, 2009, each containing a preliminary Proxy
Statement/Prospectus, and each of JDA and i2 plans to file with the SEC other documents regarding the proposed transaction. The definitive Proxy Statement/Prospectus will be mailed to stockholders of i2 once it is final. INVESTORS AND SECURITY
HOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the Registration Statement and the definitive Proxy
Statement/Prospectus (when available) and other documents filed with the SEC by JDA and i2 through the website maintained by the SEC at www.sec.gov. In addition, investors and security holders may obtain free copies of the Registration Statement and
the definitive Proxy Statement/Prospectus (when available) and other documents filed with the SEC from i2 by directing a request to i2 Technologies, Inc., 11701 Luna Road, Dallas, Texas 75234, Attention: Investor Relations (telephone:
(469) 357-1000) or going to i2s corporate website at
www.i2.com
, or from JDA by directing a request to JDA Software Group, Inc., 14400 North 87th Street, Scottsdale, Arizona 85260, Attention: Investor Relations (telephone:
(480) 308-3000) or going to JDAs corporate website at www.jda.com.
JDA, i2, and their respective directors and
executive officers, may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding i2s directors and executive officers is set forth in i2s proxy statement for its 2009
Annual Meeting of Stockholders, which was filed with the SEC on April 28, 2009, and Annual Report on Form 10-K filed with the SEC on March 12, 2009. Information regarding JDAs directors and executive officers is set forth in
JDAs proxy statement for its 2009 Annual Meeting of Stockholders, which was filed with the SEC on April 7, 2009, and Annual Report on Form 10-K filed with the SEC on March 13, 2009. Additional information regarding the interests of
such potential participants will be included in the definitive Proxy Statement/Prospectus and the other relevant documents filed with the SEC (when available).
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
This filing contains
forward-looking statements regarding the proposed transaction between JDA and i2, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the
combined company and any other statements about the future expectations, beliefs, goals, plans or prospects of the management of i2 and JDA. Any statements that are not statements of historical fact (including statements containing the words
believes, plans, anticipates, expects, estimates and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could
cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the ability to obtain the approval of i2s stockholders; the ability to consummate the transaction; the ability of JDA
to successfully integrate i2s operations and employees; and the other factors described in i2s Annual Report on Form 10-K filed with the SEC on March 12, 2009 and its most recent Quarterly Report on Form 10-Q filed with the SEC. i2
disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this filing.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
Number
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Description
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99.1
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Press release dated December 17, 2009 announcing the Companys record and meeting dates
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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.
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Dated: December 17, 2009
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i2 TECHNOLOGIES, INC.
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By:
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/s/ M
ICHAEL
J.
B
ERRY
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Michael J. Berry
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Executive Vice President,
Finance and Accounting and Chief Financial Officer
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