-----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, Q9v8EwlZgtirZ1KTWq85NGs66wmMpN1mzmuxXv9pb3R3x7CFs0NzZgEk5RFAdFWj lapAGnOITQasfcyH4HIdZQ== 0001324434-10-000004.txt : 20100201 0001324434-10-000004.hdr.sgml : 20100201 20100201160333 ACCESSION NUMBER: 0001324434-10-000004 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100128 FILED AS OF DATE: 20100201 DATE AS OF CHANGE: 20100201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CLEMMER RICHARD L CENTRAL INDEX KEY: 0001222781 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28030 FILM NUMBER: 10563532 MAIL ADDRESS: STREET 1: P O BOX 34552 CITY: LAS VEGAS STATE: NV ZIP: 89129 ISSUER: 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 BUSINESS ADDRESS: STREET 1: ONE I2 PLACE STREET 2: 11701 LUNA RD CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 4693571000 MAIL ADDRESS: STREET 1: ONE I2 PLACE STREET 2: 11701 LUNA RD CITY: DALLAS STATE: TX ZIP: 75234 4 1 primary_doc.xml PRIMARY DOCUMENT X0303 4 2010-01-28 1 0001009304 I2 TECHNOLOGIES INC ITWO 0001222781 CLEMMER RICHARD L I2 TECHNOLOGIES, INC. 11701 LUNA ROAD DALLAS TX 75234 1 0 0 0 Common Stock 2010-01-28 4 D 0 16959 0 D 0 D Stock Options (Right to Buy) 7.6 2010-01-28 4 D 0 4250 0 D 2006-05-19 2016-05-18 Common Stock 4250 0 D Stock Options (Right to Buy) 12.25 2010-01-28 4 D 0 10129 0 D 2009-05-28 2019-05-27 Common Stock 10129 0 D Stock Options (Right to Buy) 12.27 2010-01-28 4 D 0 9849 0 D 2008-05-29 2018-05-28 Common Stock 9849 0 D Stock Options (Right to Buy) 12.55 2010-01-28 4 D 0 4250 0 D 2007-05-31 2016-05-30 Common Stock 4250 0 D Stock Options (Right to Buy) 12.96 2010-01-28 4 D 0 8000 0 D 2005-07-26 2015-07-25 Common Stock 8000 0 D Stock Options (Right to Buy) 15.53 2010-01-28 4 D 0 5920 0 D 2006-08-21 2016-08-20 Common Stock 5920 0 D Stock Options (Right to Buy) 16.75 2010-01-28 4 D 0 320 0 D 2004-12-16 2014-12-15 Common Stock 320 0 D Stock Options (Right to Buy) 18.7 2010-01-28 4 D 0 5740 0 D 2007-05-29 2017-05-28 Common Stock 5740 0 D Stock Options (Right to Buy) 20.5 2010-01-28 4 D 0 4000 0 D 2004-06-07 2014-06-06 Common Stock 4000 0 D On November 4, 2009, i2 Technologies, Inc. (i2) and JDA Software Group, Inc. (JDA) entered into a merger agreement which provided for a merger in which i2 would become a wholly-owned subsidiary of JDA. The Merger became effective on January 28, 2010. At the effective time of the Merger, each outstanding share of i2 common stock converted into the right to receive (i) $12.70 in cash and (ii) 0.2562 shares of JDA common stock (together, the "Merger Consideration"). The closing sales price of JDA common stock on the NASDAQ on the closing date was $27.68. Accordingly, the value of the Merger Consideration on the Closing Date for each share of i2 common stock was $19.79 ($12.70 + 7.09 = $ 19.79). Pursuant to the Merger Agreement, this option, which had fully vested prior to the Closing Date, was cancelled in exchange for a cash payment of $ 33,246.85 and 671 shares of JDA common stock, representing the difference between the value of the Merger Consideration on the Closing Date and the exercise price of the option multiplied by the number of shares subject to this option. Pursuant to the Merger Agreement, this option, which had fully vested prior to the Closing Date, was cancelled in exchange for a cash payment of $49,011.26 and 989 shares of JDA common stock, representing the difference between the value of the Merger Consideration on the Closing Date and the exercise price of the option multiplied by the number of shares subject to this option. Pursuant to the Merger Agreement, this option, which had fully vested prior to the Closing Date, was cancelled in exchange for a cash payment of $ 47,530.01 and 959 shares of JDA common stock, representing the difference between the value of the Merger Consideration on the Closing Date and the exercise price of the option multiplied by the number of shares subject to this option. Pursuant to the Merger Agreement, this option, which had fully vested prior to the Closing Date, was cancelled in exchange for a cash payment of $19,746.29 and 398 shares of JDA common stock, representing the difference between the value of the Merger Consideration on the Closing Date and the exercise price of the option multiplied by the number of shares subject to this option. Pursuant to the Merger Agreement, this option, which had fully vested prior to the Closing Date, was cancelled in exchange for a cash payment of $ 35,064.58 and 707 shares of JDA common stock, representing the difference between the value of the Merger Consideration on the Closing Date and the exercise price of the option multiplied by the number of shares subject to this option. Pursuant to the Merger Agreement, this option, which had fully vested prior to the Closing Date, was cancelled in exchange for a cash payment of $ 16,184.13 and 326 shares of JDA common stock, representing the difference between the value of the Merger Consideration on the Closing Date and the exercise price of the option multiplied by the number of shares subject to this option. Pursuant to the Merger Agreement, this option, which had fully vested prior to the Closing Date, was cancelled in exchange for a cash payment of $ 624.28 and 12 shares of JDA common stock, representing the difference between the value of the Merger Consideration on the Closing Date and the exercise price of the option multiplied by the number of shares subject to this option. Pursuant to the Merger Agreement, this option, which had fully vested prior to the Closing Date, was cancelled in exchange for a cash payment of $ 4,015.10 and 81 shares of JDA common stock, representing the difference between the value of the Merger Consideration on the Closing Date and the exercise price of the option multiplied by the number of shares subject to this option. Pursuant to the Merger Agreement, this option, which had fully vested prior to the Closing Date, was cancelled. Robin Gunter, Attorney-in-Fact 2010-02-01 -----END PRIVACY-ENHANCED MESSAGE-----