-----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, BkwLQsNbdXEfmIAC0SvWs2J7rFCizLuHRd+nd+T4yGKEiuayKgVxlZOzFDhuq6YA X6Qj7U7gJeL1B6lkMwoF4g== 0001193125-04-088893.txt : 20040514 0001193125-04-088893.hdr.sgml : 20040514 20040514165610 ACCESSION NUMBER: 0001193125-04-088893 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040428 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040514 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: 1934 Act SEC FILE NUMBER: 000-28030 FILM NUMBER: 04808560 BUSINESS ADDRESS: STREET 1: ONE 12 PLACE STREET 2: 11701 LUNA RD CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 4643571000 MAIL ADDRESS: STREET 1: ONE 12 PLACE STREET 2: 11701 LUNA RD CITY: DALLAS STATE: TX ZIP: 75234 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): April 28, 2004

 


 

i2 TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   0-28030   75-2294945
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer 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: (469) 357-1000

 

Not Applicable

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



Item 5. Other Events.

 

i2 Technologies, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) dated as of April 28, 2004 with Sanjiv Sidhu, the Chairman, Chief Executive Officer and President of the Company. Pursuant to the terms and conditions of the Purchase Agreement, Mr. Sidhu has agreed to purchase the number of shares of the Company’s common stock, par value $0.00025 per share (the “Common Stock”), that is obtained by dividing $20.0 million by a per share price equal to the greater of (i) the average of the last sale price of the Common Stock (as reported by the Pink Sheets Electronic Quotation Service) for the five trading days beginning on the fifth business day following the date of the public announcement of the definitive partial settlement agreement in the lawsuit entitled Scheiner v. i2 Technologies, et al., Civ. Action No. 3:03-CV-0841-H in the United States District Court for the Northern District of Texas and (ii) $0.926. The terms of the purchase and sale are more fully set forth in the Stock Purchase Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

In connection with the execution of the Purchase Agreement, the Company has amended the Rights Agreement, dated as of January 17, 2002, between the Company and Mellon Investor Services, LLC (the “Rights Agreement”). The amendment to the Rights Agreement provides that Mr. Sidhu shall not be an Acquiring Person under the Rights Agreement as a result of the execution and delivery of the Purchase Agreement or with respect to (i) shares of Common Stock beneficially owned by Mr. Sidhu as of the date of the Rights Agreement, (ii) the shares of Common Stock to be acquired by Mr. Sidhu in accordance with the terms and conditions of the Purchase Agreement or (iii) up to an additional 5% of outstanding Common Stock (measured at the time Mr. Sidhu acquires such Common Stock). The terms of the amendment to the Rights Agreement are more fully set forth in the Second Amendment to Rights Agreement attached hereto as Exhibit 4.1 and incorporated herein by reference.

 

On April 28, 2004, the Company issued a press release related to the Purchase Agreement and the transactions contemplated thereby. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 7. Exhibits.

 

(c) Exhibits.

 

Exhibit
Number


  

Description


4.1    Second Amendment to Rights Agreement, dated as of April 28, 2004, by and between i2 Technologies, Inc. and Mellon Investor Services, LLC.
10.1    Stock Purchase Agreement, dated as of April 28, 2004, by and between i2 Technologies, Inc. and Sanjiv S. Sidhu.
99.1    Press Release dated April 28, 2004.

 

2


SIGNATURES

 

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

 

i2 TECHNOLOGIES, INC.

By:

  /s/ KATY MURRAY
   

Name:

Title:

 

Katy Murray

Executive Vice President and Chief

Financial Officer

(Principal Financial and Accounting Officer)

 

Dated: May 14, 2004

 

3


EXHIBIT INDEX

 

Exhibit
Number


  

Description


  4.1    Second Amendment to Rights Agreement, dated as of April 28, 2004, by and between i2 Technologies, Inc. and Mellon Investor Services, LLC.
10.1    Stock Purchase Agreement, dated as of April 28, 2004, by and between i2 Technologies, Inc. and Sanjiv S. Sidhu.
99.1    Press Release dated April 28, 2004.

 

4

EX-4.1 2 dex41.htm SECOND AMENDMENT TO RIGHTS AGREEMENT DATED APRIL 28, 2004 Second Amendment to Rights Agreement dated April 28, 2004

Exhibit 4.1

 

SECOND AMENDMENT TO RIGHTS AGREEMENT

 

This SECOND AMENDMENT TO RIGHTS AGREEMENT, dated as of April 28, 2004 (this “Amendment”), is entered into by and between i2 Technologies, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”).

 

RECITALS:

 

WHEREAS, the Company and the Rights Agent entered into a Rights Agreement, dated as of January 17, 2002, as amended by that certain First Amendment to Rights Agreement, dated as of April 27, 2004 (as amended, the “Rights Agreement”);

 

WHEREAS, Section 27 of the Rights Agreement provides that, in certain circumstances, the Company may from time to time supplement or amend the Rights Agreement, without the approval of any holders of Rights, by action of the Company’s board of directors;

 

WHEREAS, the Company intends to enter into a Stock Purchase Agreement (the “Stock Purchase Agreement”) by and between the Company and Sanjiv S. Sidhu (“Sidhu”), pursuant to which the Company will issue and sell, and Sidhu will purchase, the number of shares of the Company’s Common Stock, par value $0.00025 per share (the “Common Stock”), calculated in accordance with the Stock Purchase Agreement (the aggregate of all such shares purchased pursuant to the Stock Purchase Agreement is referred to herein as the “Common Shares”);

 

WHEREAS, on April 27, 2004, the Special Committee of the Board of Directors of the Company resolved to amend the Rights Agreement to ensure that (i) Sidhu is not intended to be nor will be deemed to be an “Acquiring Person” within the meaning of the Rights Agreement as a result of the execution and delivery of the Stock Purchase Agreement and the consummation of the transactions contemplated thereby and (ii) the acquisition of the Common Shares shall not, under any circumstances, trigger a “Share Acquisition Date” or a “Distribution Date” within the meaning of the Rights Agreement; and

 

WHEREAS, the Company desires to modify the terms of the Rights Agreement in certain respects as set forth herein, and in connection therewith, is entering into this Amendment and directing the Rights Agent to enter into this Amendment;

 

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein set forth, the parties hereby agree as follows:

 

1. Effect of Amendment. Except as expressly provided herein, the Rights Agreement shall be and remain in full force and effect.

 

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2. Capitalized Terms. All capitalized, undefined terms used in this Amendment shall have the meanings assigned thereto in the Rights Agreement.

 

3. Amendments to Section 1.

 

(a) The definition of “Acquiring Person” in Section 1 of the Rights Agreement is hereby amended to read in its entirety as follows:

 

“ ‘Acquiring Person’ shall mean any Person (as such term is hereinafter defined) who or which, together with all Affiliates and Associates (as such terms are hereinafter defined) of such Person, shall be the Beneficial Owner (as such term is hereinafter defined) of 15% or more of the shares of Common Stock of the Company then outstanding, but shall not include the Company, any Subsidiary (as such term is hereinafter defined) of the Company, any employee benefit plan of the Company or any Subsidiary of the Company, or any entity holding shares of Common Stock of the Company for or pursuant to the terms of any such plan. Notwithstanding the foregoing:

 

(i) no Person shall become an ‘Acquiring Person’ as the result of an acquisition of shares of Common Stock by the Company which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 15% or more of the shares of Common Stock of the Company then outstanding; provided, however, that if a Person shall become the Beneficial Owner of 15% or more of the shares of Common Stock of the Company then outstanding as a result of any such acquisition of shares of Common Stock by the Company and shall, after such acquisition of shares by the Company, become the Beneficial Owner of any additional shares of Common Stock of the Company (other than as a result of a stock dividend, stock split or similar transaction effected by the Company in which all holders of Common Stock of the Company are treated equally), then such Person shall be deemed to be an ‘Acquiring Person;’

 

(ii) if the board of directors of the Company determines in good faith that a Person who would otherwise be an ‘Acquiring Person’ as defined pursuant to the provisions of subparagraph (i), has become such inadvertently, and such Person divests as promptly as practicable a sufficient number of shares of Common Stock of the Company so that such Person would no longer be an ‘Acquiring Person,’ then such Person shall not be deemed to be an ‘Acquiring Person’ for any purpose of this Agreement;

 

(iii) Sanjiv S. Sidhu, together with his spouse, lineal descendants (whether by blood or adoption) and any Persons (whether now or hereafter existing) formed primarily for Mr. Sidhu’s or his spouse’s or his lineal

 

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descendants’ estate planning purposes, shall not be deemed an Acquiring Person with respect to (x) shares beneficially owned as of the date of this Agreement, (y) the Common Shares (as such term is hereinafter defined) to be acquired by Mr. Sidhu in accordance with the terms and conditions of the Stock Purchase Agreement (as such term is hereinafter defined) or (z) additional shares as to which Mr. Sidhu, his spouse, any such lineal descendants or any other such Person acquires Beneficial Ownership after the date of this Agreement, provided that if the aggregate amount of additional shares of Common Stock of the Company acquired pursuant to clause (z) exceeds 5% of the shares of Common Stock outstanding at the first such acquisition described in clause (z) of additional shares of Common Stock of the Company (as such amount may be appropriately adjusted for such events as stock splits, stock dividends and recapitalizations with respect to shares of Common Stock of the Company), then all shares described in (x), (y) and (z) shall be included for purposes of determining whether or not Mr. Sidhu, his spouse, any such lineal descendants or any other such Person is an Acquiring Person; and

 

(iv) Neither the Investor (as such term is hereinafter defined) nor any of its Affiliates or Associates shall be deemed Acquiring Persons on account of (w) shares beneficially owned as of the date of the Preferred Stock Purchase Agreement (as such term is hereinafter defined) and shares of Common Stock issuable upon conversion of the Common Stock Equivalents (as such term is hereinafter defined) beneficially owned as of the date of the Preferred Stock Purchase Agreement, (x) the execution and delivery of the Preferred Stock Purchase Agreement and the consummation of the transactions contemplated thereby, including but not limited to (1) the acquisition of the Shares (as such term is hereinafter defined) or shares of Common Stock upon a conversion in accordance with the Certificate of Designations (as such term is hereinafter defined), and (2) the acquisition of any additional securities pursuant to the terms of the Preferred Stock Purchase Agreement, (y) the acquisition of shares of Common Stock or Common Stock Equivalents after the date of the Preferred Stock Purchase Agreement other than Shares or shares of Common Stock described in (x) (provided that such amount specified in this clause (y) when added to the amount specified in clause (w) does not exceed 15% of the shares of Common Stock then outstanding) and (z) any additional shares of Common Stock or Common Stock Equivalents acquired pursuant to a dividend, distribution or antidilution adjustment paid or made by the Company on the outstanding Common Stock, Common Stock Equivalents or the Series B Preferred Stock (as such term is hereinafter defined) or pursuant to a split or subdivision of the outstanding Common Stock, Common Stock Equivalents or the Series B Preferred Stock.”

 

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(b) The definitions contained in Section 1 of the Rights Agreement shall be supplemented by adding the following definitions in correct alphabetical order:

 

“Common Shares” shall mean the number of shares of Common Stock of the Company to be issued and sold to Sanjiv S. Sidhu pursuant to the Stock Purchase Agreement.

 

“Stock Purchase Agreement” shall mean the Stock Purchase Agreement dated as of April 28, 2004, by and between the Company and Sanjiv S. Sidhu.

 

4. New Section 36. Section 36 is hereby added to the Rights Agreement to read in its entirety as follows:

 

“Section 36. The Stock Purchase Agreement. Notwithstanding anything contained in this Agreement to the contrary, neither the approval, execution or delivery of the Stock Purchase Agreement nor the consummation of the transactions contemplated thereby shall cause (i) Sanjiv S. Sidhu to be an Acquiring Person, (ii) a Share Acquisition Date to occur or (iii) a Distribution Date to occur.”

 

5. Effective Date. This Amendment is effective as of April 28, 2004, immediately prior to the execution and delivery of the Stock Purchase Agreement.

 

6. Governing Law. This Amendment shall be governed by, construed and enforced in accordance with the laws of the State of Delaware without reference to the conflicts or choice of law principles thereof; provided, however, that all provisions regarding the rights, duties and obligations of the Rights Agent shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

 

7. Counterparts; Facsimile Signatures. This Amendment may be executed in any number of counterparts (including facsimile signature) each of which shall be an original with the same effect as if the signatures thereto and hereto were upon the same instrument.

 

8. Headings. The headings in this Amendment are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

 

[Remainder of Page Intentionally Left Blank; Signature Page Follows]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed, all as of the day and year first above written.

 

i2 TECHNOLOGIES, INC.
By:  

/s/ Robert C. Donohoo

   
Name:  

Robert C. Donohoo

   
Title:  

Senior Vice President and General Counsel

   
 
MELLON INVESTOR SERVICES LLC
By:  

/s/ Barbara J. Robbins

   
Name:  

Barbara J. Robbins

   
Title:  

Vice President

   
     
EX-10.1 3 dex101.htm STOCK PURCHASE AGREEMENT DATED APRIL 28, 2004 Stock Purchase Agreement dated April 28, 2004

Exhibit 10.1

 

i2 TECHNOLOGIES, INC.

 

STOCK PURCHASE AGREEMENT

 

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of April 28, 2004 by and between i2 Technologies, Inc., a Delaware corporation (the “Company”), and Sanjiv S. Sidhu (the “Investor”).

 

THE PARTIES HEREBY AGREE AS FOLLOWS:

 

1. Purchase and Sale of Common Stock.

 

1.1 Sale and Issuance of Common Stock.

 

Subject to the terms and conditions of this Agreement, the Investor agrees to purchase at the Closing (as defined below), and the Company agrees to sell and issue to the Investor at the Closing, the number of shares of the Company’s Common Stock, par value $.00025 per share (the “Common Stock”), that is obtained by dividing $20,000,000.00 (the “Purchase Price”) by the per share price equal to the greater of (i) the average of the last sale price of the Common Stock (as reported by the Pink Sheets Electronic Quotation Service) for the five trading days beginning on the fifth business day following the date of the public announcement of the Settlement Agreement (as defined below) (the “Market Price”) and (ii) $0.926 (the “Transaction Price”) (the aggregate of all such shares purchased in the Closing is referred to herein as the “Shares”); provided, however, that in the event the parties to that certain Preferred Stock Purchase Agreement dated as of April 27, 2004 by and between the Company and R² Investments, LDC, a Cayman Islands limited duration company (the “Preferred Stock Purchase Agreement”) terminate the Preferred Stock Purchase Agreement and the Closing has not theretofore occurred, then the per share price shall be equal to the average of the last sale price of the Common Stock (as reported by the Pink Sheets Electronic Quotation Service) for the five trading days beginning on the fifth business day following the Final Settlement Date (as defined below) (the “Settlement Price”).

 

1.2 Closing.

 

(a) Closing. The purchase and sale of the Shares shall take place at the offices of the Company, One i2 Place, 11701 Luna Road, Dallas, Texas, 75234, at 10:00 a.m., on the earlier to occur of (i) the consummation of the transactions contemplated by the Preferred Stock Purchase Agreement and (ii) the fifth trading day following the determination of the Settlement Price, provided, that if on such day Sonenshine (as defined below) has not delivered the Fairness Opinion, then the Closing shall occur on the second business day following delivery of the Fairness Opinion (such time and place is designated as the “Closing”).

 

(b) Delivery. At the Closing, the Company shall deliver to the Investor a certificate representing the Shares, against payment of the Purchase Price for such Shares acquired at the Closing by wire transfer of immediately available funds to an account designated by the Company in writing.


2. Representations and Warranties of the Company. The Company hereby represents and warrants to the Investor that:

 

2.1 Organization, Good Standing and Qualification.

 

The Company and each of its subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of organization and has all requisite corporate power and authority to carry on its business as now conducted and as proposed to be conducted.

 

2.2 Authorization.

 

All corporate action on the part of the Company and its board of directors necessary for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder, and the authorization, issuance, sale and delivery of the Common Stock being sold hereunder has been taken or will be taken prior to the Closing. This Agreement constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

 

2.3 Valid Issuance of Common Stock.

 

The Shares that are being purchased by the Investor hereunder, when issued, sold and delivered in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid, and nonassessable, and will be free of restrictions on transfer other than restrictions on transfer under this Agreement and under applicable state and federal securities laws. The issuance and sale of the Shares to the Investor do not and will not violate the terms of any agreement binding on the Company and do not and will not give rise to any pre-emptive rights with respect to the purchase of any securities of the Company and do not and will not trigger any anti-dilution provisions related to any securities of the Company.

 

2.4 Offering.

 

Subject in part to the truth and accuracy of the Investor’s representations set forth in Section 3 of this Agreement, the offer, sale and issuance of the Shares as contemplated by this Agreement are exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), and will not result in a violation of the qualification or registration requirements of applicable U.S. federal and state securities laws, and neither the Company nor any authorized agent acting on its behalf will take any action hereafter that would cause the loss of such exemption.

 

2.5 No Other Representations.

 

Except and to the extent expressly set forth in this Section 2, the Company makes no representations or warranties whatsoever to the Investor and hereby disclaims all liability and

 

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responsibility for any representation, warranty, statement or information made, communicated or furnished (orally or in writing) to the Investor or its representatives. The Company makes no representations or warranties to the Investor regarding the probable success or profitability of the business of the Company.

 

3. Representations and Warranties of the Investor.

 

The Investor hereby represents and warrants to the Company that:

 

3.1 Authorization.

 

The Investor has full power and authority to enter into this Agreement, and this Agreement constitutes his valid and legally binding obligation, enforceable against him in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

 

3.2 Purchase Entirely for Own Account.

 

The Shares to be received by the Investor are being acquired for investment for the Investor’s own account not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same. The acquisition by the Investor of any of the Shares shall constitute confirmation of the representation by the Investor that the Investor does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares.

 

3.3 Disclosure of Information.

 

The Investor believes he has received all the information he considers necessary or appropriate for deciding whether to purchase the Shares. The Investor further represents that he has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and the business, assets, properties, prospects and financial condition of the Company.

 

3.4 Investment Experience.

 

The Investor acknowledges that he is able to fend for himself, can bear the economic risk of his investment, and has such knowledge and experience in financial or business matters that he is capable of evaluating the merits and risks of the investment in the Shares. The Investor acknowledges that any investment in the Shares involves a high degree of risk, and represents that he is able, without materially impairing his financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss of his investment.

 

3.5 Accredited Investor.

 

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The Investor represents that he is an accredited investor within the meaning of Regulation D under the Act.

 

3.6 Restricted Securities.

 

The Investor understands that the Shares he is purchasing are characterized as “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold without registration under the Act only in certain limited circumstances. In this connection, the Investor represents that he is familiar with SEC Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Act. THE INVESTOR UNDERSTANDS AND ACKNOWLEDGES HEREIN THAT AN INVESTMENT IN THE COMPANY’S SECURITIES INVOLVES AN EXTREMELY HIGH DEGREE OF RISK AND MAY RESULT IN A COMPLETE LOSS OF HIS INVESTMENT. The Investor understands that the Shares have not been and will not be registered under the Act and have not been and will not be registered or qualified in any state in which they are offered, and thus the Investor will not be able to resell or otherwise transfer his Shares unless they are registered under the Act and registered or qualified under applicable state securities laws, or an exemption from such registration or qualification is available. The Investor has no immediate need for liquidity in connection with this investment and does not anticipate that he will be required to sell his Shares in the foreseeable future.

 

3.7 Legends.

 

It is understood that the certificates evidencing the Shares shall bear the following legend:

 

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.”

 

4. Conditions to the Company’s and Investor’s Obligations at Closing.

 

The obligations of the Company to the Investor (and the Investor to the Company with respect to Sections 4.1, 4.2, 4.5 and 4.7 below) with respect to the Closing are subject to the fulfillment on or before the Closing of each of the following conditions provided, however, that Section 4.4 shall only be a condition to the obligations of the Company to the Investor in the event the Closing occurs pursuant to Section 1.2(ii) of this Agreement:

 

4.1 Representations and Warranties True.

 

With respect to a party, all the representations and warranties of the other party contained in this Agreement shall be true and correct as of the date made and (having been deemed to have been made again on and as of the Closing) shall be true and correct on and as of the Closing,

 

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except as affected by transactions permitted by this Agreement and except to the extent that any such representation or warranty is made of a specified date, in which such case such representation or warranty shall have been true and correct as of such specified date.

 

4.2 Receipt by the Company of Fairness Opinion.

 

A special committee of the board of directors of the Company (the “Special Committee”) shall have received the opinion (the “Fairness Opinion”) of Sonenshine Pastor & Co. LLC (“Sonenshine”) to the effect that the aggregate consideration to be received by the Company pursuant to the terms of this Agreement for the sale of the Shares to the Investor is fair to the Company from a financial point of view, such opinion shall not have been withdrawn and the Investor shall have been provided a copy thereof.

 

4.3 Payment of Purchase Price.

 

The Investor shall have delivered the Purchase Price for the Shares to be delivered to the Investor at the Closing.

 

4.4 Settlement of Lawsuit.

 

The definitive partial settlement agreement (the “Settlement Agreement”) in the lawsuit entitled Scheiner v. i2 Technologies, et al., Civ. Action No. 3:03-CV-0841-H (the “Lawsuit”) in the United States District Court for the Northern District of Texas (the “Court”) shall have become effective, which shall occur on the date (the “Final Settlement Date”) when all of the following events shall have occurred:

 

(a) the Court shall have entered the Order for Notice and Hearing in all material respects in the form attached as Exhibit A to the Stipulation and Agreement of Settlement with Certain Defendants (the “Settlement Agreement”);

 

(b) the Court shall have approved the settlement of the Lawsuit pursuant to the terms of the Settlement Agreement;

 

(c) the Court shall have entered an Order and Final Judgment, substantially in the form attached as Exhibit B to the Settlement Agreement (the “Order”), and any time for appeal or review of such Order shall have expired, or, if any appeal is filed and not dismissed, after such Order is upheld on appeal in all material respects and is no longer subject to review upon appeal or review by writ of certiorari; and

 

(d) in the event that the Court enters an order and final judgment in form other than the Order and none of the parties to the Settlement Agreement elect to terminate the Settlement Agreement, the date that such order and final judgment becomes final and no longer subject to appeal or review.

 

4.5 No insolvency proceedings.

 

No bankruptcy or other similar insolvency proceedings shall have been filed by or against

 

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the Company.

 

4.6 No Material Change.

 

There shall not have occurred any event that constitutes, individually or in the aggregate, in the sole discretion of the Special Committee, a Material Change. As used in this Section 4.6, “Material Change” means (i) any material effect or series of related effects on the business, assets, condition (financial or otherwise), cash flow, results of operations or prospects of the Company; (ii) any material change in the market price or trading volume of the Company’s outstanding securities; or (iii) the receipt by the Company of any proposal relating to a transaction (on its most recently amended or modified terms, if amended or modified) that the board of directors, or if appropriate a committee thereof, determines in its good faith judgment (after consultation with an outside financial advisor and outside counsel) to be (a) more favorable to the Company and its stockholders, from a financial point of view, than the issuance and sale of the Shares under this Agreement, and (b) reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such transaction.

 

4.7 Amendment of Rights Agreement.

 

If pursuant to the terms and conditions of that certain Rights Agreement (the “Rights Agreement”), dated as of January 17, 2002, by and between the Company and Mellon Investor Services LLC, as rights agent, as amended prior to the date hereof, the consummation of the transactions contemplated by this Agreement would (i) render the Investor an “Acquiring Person” within the meaning of the Rights Agreement or (ii) trigger a “Distribution Date” within the meaning of the Rights Agreement, then prior to the Closing the Company shall amend the Rights Agreement to ensure that neither (i) nor (ii) above shall occur.

 

5. Miscellaneous.

 

5.1 Termination

 

This Agreement may be terminated at any time prior to the Closing:

 

(a) by mutual written agreement of the Company and the Investor;

 

(b) by the Company if the Special Committee determines in good faith, after consultation with an outside financial advisor and outside counsel, that the termination of this Agreement is required in order for the board of directors or the Special Committee to fulfill its fiduciary obligations to the stockholders of the Company or to otherwise act in the best interest of the Company.

 

5.2 Survival of Representations, Warranties and Covenants.

 

The warranties, representations and covenants of the Company and the Investor contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation of the subject matter thereof made by or on behalf of the Investor or the Company.

 

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5.3 Governing Law; Venue.

 

This Agreement is to be construed in accordance with and governed by the internal laws of the State of Texas without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Texas to the rights and duties of the parties. All disputes and controversies arising out of or in connection with this Agreement shall be resolved exclusively by the state and federal courts located in Dallas County in the State of Texas, and each party hereto agrees to submit to the jurisdiction of said courts and agrees that venue shall lie exclusively with such courts.

 

5.4 Counterparts.

 

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

 

5.5 Titles and Subtitles.

 

The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

 

5.6 Notices and Other Communications.

 

Any and all notices, requests, demands and other communications required or otherwise contemplated to be made under this Agreement shall be in writing and in English and shall be provided by one or more of the following means and shall be deemed to have been duly given (i) if delivered personally, when received; (ii) if transmitted by facsimile, on the date of transmission with receipt of a transmittal confirmation; or (iii) if by courier service, on the fourth (4th) Business Day following the date of deposit with such courier service, or such earlier delivery date as may be confirmed in writing to the sender by such courier service. All such notices, requests, demands and other communications shall be addressed as follows:

 

if to the Company, to:

 

i2 Technologies, Inc.

One i2 Place

11701 Luna Road

Dallas, Texas 75234

Facsimile: (469) 357-6893

Attention: General Counsel

 

- 7 -


if to the Investor, to:

 

Sanjiv S. Sidhu

One i2 Place

11701 Luna Road

Dallas, Texas 75234

Facsimile: (469) 357-6893

 

with a copy to:

 

Richard L. Jacobson

Fulbright & Jaworski L.L.P.

801 Pennsylvania Avenue, NW

Washington, DC 20004-2623

Facsimile: (202) 662-4643

 

or to such other address or facsimile number as a party may have specified to the other party in writing delivered in accordance with this Section 5.6.

 

5.7 Expenses.

 

The parties hereto shall each bear their own respective costs and expenses in connection with the transactions contemplated by this Agreement.

 

5.8 Amendments and Waivers.

 

Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the parties hereto.

 

5.9 Severability.

 

If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

 

5.10 Further Assurances.

 

The Investor and the Company shall from time to time and at all times hereafter make, do, execute, or cause or procure to be made, done and executed such further acts, deeds, conveyances, consents and assurances without further consideration, which may reasonably be required to effect the transactions contemplated by this Agreement.

 

5.11 Entire Agreement.

 

- 8 -


This Agreement and the documents referred to herein constitute the entire agreement among the parties with respect to the subject matter hereof and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set forth herein or therein.

 

- 9 -


IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

 

COMPANY:
i2 TECHNOLOGIES, INC.

By:

 

/s/ Robert C. Donohoo


   

Robert C. Donohoo

   

Senior Vice President and General Counsel

INVESTOR:

/s/ Sanjiv S. Sidhu


Sanjiv S. Sidhu

EX-99.1 4 dex991.htm PRESS RELEASE DATED APRIL 28, 2004 Press Release dated April 28, 2004

Exhibit 99.1

 

 

[i2 LOGO]

 

i2 Announces $20 Million Equity Investment by Founder, Chairman and CEO Sanjiv Sidhu

 

i2 PLANET SAN DIEGO — April 28, 2004

 

i2 Technologies, Inc. (OTC: ITWO), a leading provider of closed-loop supply chain management solutions, today announced that founder, chairman and CEO Sanjiv Sidhu has agreed to make a $20 million equity investment in the company.

 

This investment is in conjunction with and a condition to yesterday’s announced investment by Q Investments, a private investment firm and one of i2’s significant investors, which agreed to make a $100 million equity investment in i2. As contemplated by the March 15, 2004 press release, the company anticipates that it will use the proceeds from this investment in connection with a possible settlement of the pending class action and derivative lawsuits.

 

Sidhu will purchase $20 million in i2 common stock, at the average closing price for the 5 trading days after the satisfaction of certain conditions, but at a price not less than $.926 per share, which is the conversion price for the preferred stock being acquired by Q Investments.

 

Sidhu currently holds approximately 116 million shares of common stock in the company.

 

###

 

About i2

 

A leading provider of closed-loop supply chain management solutions, i2 designs and delivers software that helps customers optimize and synchronize activities involved in successfully managing supply and demand. i2’s global customer base consists of some of the world’s market leaders - including seven of the Fortune global top 10. Founded in 1988 with a commitment to customer success, i2 remains focused on delivering value by implementing solutions designed to provide a rapid return on investment. Learn more at www.i2.com.

 

i2 is a registered trademark of i2 Technologies US, Inc. and i2 Technologies, Inc.

 

i2 Cautionary Language

 

This press release contains forward-looking statements that involve risks and uncertainties, including forward-looking statements regarding a $20 million equity investment in i2 by Sanjiv Sidhu and the use of the proceeds from the investment by i2. These forward-looking statements involve risks and uncertainties that may cause actual results to differ from those projected. For a discussion of factors which could impact i2’s financial results and cause actual results to differ materially from those in forward-looking statements, please refer to i2’s recent filings with the SEC, particularly the Annual Report on Form 10-K/A filed on March 17, 2004. i2 assumes no obligation to update the forward-looking information contained in this news release.

 

For further information, please contact:

Melanie Ofenloch

i2 Corporate Communications

469-357-3027

melanie_ofenloch@i2.com

 

Barry Sievert

Shelton Investor Relations for i2

972-239-5119 ext 134

bsievert@sheltongroup.com

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