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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 2, 2008
i2 Technologies, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|(Commission File Number)|| |
One i2 Place
11701 Luna Road
|(Address of principal executive offices)||(Zip Code)|
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:
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) On January 2, 2008, i2 Technologies, Inc. (the Company) confirmed that each of Harvey B. Cash and Michael E. McGrath, current directors of the Company, has determined that he will not stand for re-election at the Companys 2008 Annual Meeting of Stockholders and that his respective service on the Board of Directors will terminate as of immediately prior to the 2008 Annual Meeting of Stockholders. Mr. Cash is the Chairman of the Compensation Committee and a member of the Nominating and Governance Committee.
Item 8.01. Other Events.
On December 28, 2007, R2 Top Hat, Ltd. (R2 Top Hat) delivered a letter to the Company notifying the Company of its intention to nominate J. Coley Clark and Richard L. Hunter for election to the Companys Board of Directors at the Companys 2008 Annual Meeting of Stockholders. On January 2, 2008, Amalgamated Gadget, L.P., which holds shares of the Company for and on behalf of R2 Top Hat, amended its Schedule 13D dated May 5, 2004 to notify the Company of such intention.
On January 3, 2008, the Company delivered a letter to R2 Top Hat responding to R2 Top Hats letter of December 28, 2007. The full text of the Companys letter to R2 Top Hat is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
On January 3, 2008, the Company also issued a press release relating to R2 Top Hats letter and the notification from Harvey B. Cash and Michael E. McGrath that they will not stand for re-election at the Companys 2008 Annual Meeting of Stockholders. The Companys press release dated January 3, 2008 is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
|99.1||Letter from i2 Technologies, Inc. to R2 Top Hat, Ltd., dated January 3, 2008|
|99.2||Press Release dated January 3, 2008|
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.
|Dated: January 3, 2008||i2 TECHNOLOGIES, INC.|
|By:||/s/ Michael J. Berry|
|Michael J. Berry|
|Executive Vice President, Finance and Accounting and Chief Financial Officer|