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): November 7, 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 8.01 Other Events

On November 7, 2008, i2 Technologies, Inc. (“i2”) received a letter from JDA Software Group, Inc. (“JDA”) in which JDA provided notice to i2 that additional time is required to arrange the Debt Financing as defined in the Agreement and Plan of Merger dated August 10, 2008 by and among JDA, Iceberg Acquisition Corp., a wholly-owned subsidiary of JDA, and i2 and that the closing of the merger shall be delayed to a date to be specified by JDA, but in no event later than January 9, 2009, on no less than three business days’ prior written notice to i2.

A copy of the letter from JDA is attached hereto as Exhibit 99.1 and is incorporated herein by reference in its entirety.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Letter from JDA Software Group, Inc. dated November 7, 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: November 10, 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

[JDA Software Letterhead]

November 7, 2008

VIA FACSIMILE: 469.357.6893

i2 Technologies, Inc.

11701 Luna Road

Dallas, TX 75234

Attn: John Harvey

Facsimile: 469.357.6893

Dear John:

We refer to the Agreement and Plan of Merger dated August 10, 2008 (the “Agreement”) by and among JDA Software Group, Inc. (“JDA”), Iceberg Acquisition Corp., a wholly-owned subsidiary of JDA, and i2 Technologies, Inc. (“i2”). Terms not otherwise defined in this letter shall have the meanings ascribed to them in the Agreement

Pursuant to Section 1.2 of the Agreement, if JDA determines in its sole discretion that additional time is required to arrange the Debt Financing and so notifies the Company of such in writing, the parties shall not be required to effect the Closing until the earliest of (i) any Business Day after the Anticipated Closing Date as may be specified by JDA on no less than three Business Days’ prior notice to the Company, (ii) the Outside Date, or (iii) a date no more than sixty (60) days following the Anticipated Closing Date.

On November 6, 2008, i2 notified JDA that i2 had held its Company Stockholders Meeting and secured the Company Stockholder Approval earlier the same day and that i2 was ready, willing, and able to close the Merger as soon as possible and no later than November 10, 2008. As a result of this notice from i2, JDA is assuming for the purposes of this notice, that all closing conditions were satisfied on November 6, 2008 and that the Anticipated Closing Date would be November 10, 2008.

JDA hereby provides notice to i2 pursuant to Section 1.2 of the Agreement that additional time is required to arrange the Debt Financing, and notwithstanding any provision in the Agreement to the contrary, the Closing shall be delayed to a date to be specified by JDA, but in no event later than January 9, 2009, on no less than three Business Days’ prior written notice to i2.

JDA SOFTWARE GROUP, INC.
By:	/s/ Hamish N. Brewer
	Hamish N. Brewer
	President and Chief Executive Officer

cc: A. Michael Hainsfurther, Munsch Hardt