8-K

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): January 2, 2008

i2 Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-28030	75-2294945
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. 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

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 Company’s 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 Company’s Board of Directors at the Company’s 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 Hat’s letter of December 28, 2007. The full text of the Company’s 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 Hat’s letter and the notification from Harvey B. Cash and Michael E. McGrath that they will not stand for re-election at the Company’s 2008 Annual Meeting of Stockholders. The Company’s 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.

(d) Exhibits.

Exhibit Number	Description
99.1	Letter from i2 Technologies, Inc. to R2 Top Hat, Ltd., dated January 3, 2008
99.2	Press Release dated January 3, 2008

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.

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

EX-99.1

Exhibit 99.1

[i2 Letterhead]

January 3, 2008

R² Top Hat, Ltd.

c/o Amalgamated Gadget, L.P., Investment Manager

301 Commerce Street, Ste. 3200

Fort Worth, TX 76102

Re: Letter dated December 28, 2007

Gentlemen:

We are in receipt of your letter dated December 28, 2007 notifying the Company of your intention to nominate J. Coley Clark and Richard L. Hunter for election to the Company’s Board of Directors at the Company’s 2008 Annual Meeting of Stockholders. Your letter has been forwarded to the Company’s Nominating and Governance Committee for their consideration.

Sincerely,

John Harvey,

Secretary

EX-99.2

Exhibit 99.2

i2 Announces Directors’ Intent to Not Stand for Re-election to Board of Directors

Company confirms receipt of proposed director nominations from stockholder; reiterates timeline for strategic review committee recommendation

DALLAS – January 3, 2008 – i2 Technologies, Inc. (NASDAQ:ITWO), the supply chain results company, today announced that two of the Company’s current directors, Harvey B. Cash and Michael E. McGrath, have notified the Company of their intention to not stand for re-election at the Company’s 2008 annual meeting of stockholders. Each has indicated that his respective service on the board of directors will terminate immediately prior to the annual meeting.

Cash has served on the board of directors since January 1996 and McGrath since August 2004. Cash is the chairman of the compensation committee and a member of the nominating and governance committee. McGrath served as i2 chief executive officer and president from February 2005 until July 2007.

Additionally, the Company confirmed that it has received notice that R² Top Hat, Ltd., an affiliate of Amalgamated Gadget LP, intends to nominate J. Coley Clark and Richard L. Hunter for election to the Company’s board of directors at the Company’s 2008 annual meeting. The Company’s board of directors and nominating and governance committee will consider these nominations, as well as other qualified candidates, in accordance with their procedures.

In a Nov. 1, 2007 press release i2 announced the formation of a strategic review committee by the board of directors. The committee, consisting of independent board directors, was formed to consider and evaluate the merits of various strategic options available to the company to enhance shareholder value. These strategic options may include changes to the Company’s operations, actions or transactions intended to enhance the value or utilization of the Company’s existing assets (including the Company’s intellectual property and net operating loss carryforwards), joint ventures or strategic partnerships, selective acquisition, dispositions or other capital transactions, and a merger, sale or other extraordinary business transaction involving the Company. In that release i2 stated that the review is expected to conclude at the end of January 2008 when the strategic review committee presents its recommendations to the board of directors. The board of directors continues to work within that timeframe and will make an announcement once plans are finalized.

The company also announced on Nov. 1 2007 that the board of directors intends to name a permanent CEO pending the outcome of the strategic review process. Pallab Chatterjee continues to serve as the company’s interim CEO and remains a candidate for the CEO position.

About i2

Throughout its 20-year history of innovation and value delivery, i2 has dedicated itself to building successful customer partnerships. As a full-service supply chain company, i2 is uniquely positioned to help its clients achieve world-class business results through a combination of consulting, technology, and managed services. i2 solutions are pervasive in a wide cross section of industries; 20 of the AMR Research Top 25 Global Supply Chains belong to i2 customers. Learn more at www.i2.com.

i2 Cautionary Language

This press release contains forward-looking statements that involve risks and uncertainties, including forward-looking statements regarding the evaluation of candidates for the board of directors, the objectives and timing of the strategic review committee’s actions and the Company’s ability to enhance shareholder value. 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 cause actual results to differ materially from those in forward-looking statements, please refer to i2’s recent filings with the SEC, particularly the Quarterly Report on Form 10-Q filed November 6, 2007 and the Annual Report on Form 10-K filed March 30, 2007. i2 expressly disclaims any current intention to update the forward-looking information contained in this news release.

For further information, please contact:

Beth Elkin	Tom Ward
i2 Corporate Communications	i2 Investor Relations
Beth_elkin@i2.com	tom_ward@i2.com
469-357-4225	469-357-3854