-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IPVUVlsiS9ybRhdSO9aEf7jEsgV224AfeTrM6UOIOOC0LS3ljpT8P2vE37XHKB8b Ux8oWUeZcFwAj6Rd3vUF6g== 0000950134-00-001888.txt : 20000315 0000950134-00-001888.hdr.sgml : 20000315 ACCESSION NUMBER: 0000950134-00-001888 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000313 ITEM INFORMATION: FILED AS OF DATE: 20000314 FILER: COMPANY DATA: COMPANY CONFORMED NAME: I2 TECHNOLOGIES INC CENTRAL INDEX KEY: 0001009304 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 752294945 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-28030 FILM NUMBER: 568364 BUSINESS ADDRESS: STREET 1: 909 E LAS COLINAS BLVD STREET 2: 16TH FL CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 2148606000 MAIL ADDRESS: STREET 1: 909 E LAS COLINAS BLVD STREET 2: 16TH FLOOR CITY: IRVING STATE: TX ZIP: 75039 8-K 1 FORM 8-K 1 -------------------------------- OMB APPROVAL -------------------------------- -------------------------------- OMB Number: 3235-0060 Expires: May 31, 2000 Estimated average burden hours per response.........5.00 -------------------------------- 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) March 13, 2000 ------------------------------ i2 Technologies, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-28030 75-2294945 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) One i2 Place, 11701 Luna Road, Dallas, Texas 75234 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (464) 357-1000 ----------------------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 ITEM 5. OTHER EVENTS On March 12, 2000, i2 Technologies, Inc. ("i2"), Hoya Merger Corp., a wholly owned subsidiary of i2, and Aspect Development Inc. ("Aspect") entered into an Agreement and Plan of Reorganization (the "Merger Agreement"). As a result of the merger (the "Merger"), each outstanding share of Aspect common stock will be converted into the right to acquire .55 shares of i2 common stock, taking into account Aspect's 2-for-1 stock split that became effective March 13, 2000. A copy of i2's and Aspect's joint press release is incorporated herein by reference to i2's Rule 425 filing on March 13, 2000. The Merger is intended to constitute a reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended, and to be accounted for as a purchase transaction. Consummation of the Merger is subject to various conditions, including, among other things, receipt of the necessary approvals of the stockholders of Aspect and i2. The foregoing description of the Merger Agreement, and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the Merger Agreement. All stockholders should read the joint proxy statement/prospectus concerning the merger that will be filed with the SEC and mailed to stockholders. The joint proxy statement/prospectus will contain important information that stockholders should consider before making any decision regarding the merger. You will be able to obtain the joint proxy statement/prospectus, as well as other filings containing information about i2 and Aspect, without charge, at the SEC's Internet site (http://www.sec.gov). Copies of the joint proxy statement/prospectus and the SEC filings that will be incorporated by reference in the joint proxy statement/prospectus will also be available, without charge, by contacting the Secretary of the appropriate company. CERTAIN INFORMATION CONCERNING PARTICIPANTS i2 and certain other persons named below may be deemed to be participants in the solicitation of proxies of i2 stockholders to approve the merger. The participants in this solicitaiton may include the directors of i2 (Sanjiv Sidhu, Harvey Cash, Tom Meredith and Sandeep Tungare) and the officers of i2 (Sanjiv. S. Sidhu, Chairman of the Board and Chief Executive Officer, Gregory A. Brady, President, William M. Beecher, Executive Vice President and Chief Financial Officer, Hiten D. Varia, Executive Vice President - Worldwide Development, Reagan L. Lancaster, Executive Vice President - Worldwide Sales, and Pollab Chatterjee, Chief Operating Officer). The aforementioned directors and officers of i2, as a group, may be deemed to beneficially own approximately 40% of i2's outstanding common stock. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. i2 TECHNOLOGIES, INC. Dated: March 13, 2000 By: /S/ WILLIAM M. BEECHER ---------------------------------- William M. Beecher, Executive Vice President and Chief Financial Officer 4 EXHIBIT INDEX
Exhibit Number Description of Document - ------ ----------------------- 99.1 Joint press release with Aspect Development Inc. dated March 13, 2000 announcing i2's acquisition of Aspect (incorporated by reference to i2's 425 filing dated March 13, 2000). 99.2 Frequently Asked Questions (incorporated by reference to i2's 425 filing dated March 13, 2000).
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