<PAGE> 1
As filed with the Securities and Exchange Commission on May 13, 1997
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
I2 TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2294945
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
909 E. LAS COLINAS BLVD., 16TH FLOOR
IRVING, TEXAS 75039
(Address of principal executive offices) (Zip Code)
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
DAVID F. CARY
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
I2 TECHNOLOGIES, INC.
909 E. LAS COLINAS BLVD., 16TH FLOOR
IRVING, TEXAS 75039
(214) 860-6000
(Name, address including zip code, and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
---------- ------------- ------------ -------- ---
<S> <C> <C> <C> <C> <C>
Common Stock, $0.00025 par value 100,000 shares $42.125 $4,212,500 $1,277
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the International Employee
Stock Purchase Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
the outstanding shares of Common Stock of i2 Technologies, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average of
the high and low selling prices per share of Common Stock of i2
Technologies, Inc. on May 8, 1997, as reported by the Nasdaq National
Market.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
i2 Technologies, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996, filed with the SEC on February
4, 1997; and
(b) The Registrant's Registration Statement No. 00-28030 on Form
8-A filed with the SEC on March 20, 1996 pursuant to Section
12 of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), in which there is described the terms, rights and
provisions applicable to the Registrant's outstanding Common
Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by right of the corporation to
procure a judgment in its favor by reason of the fact that such person acted in
any of the capacities set forth above, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect to any claim
issue or matter as to which such person shall have been
<PAGE> 3
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defense
of any such action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 or in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that the indemnification provided for
by Section 145 shall not be deemed exclusive of any other rights which the
indemnified party may be entitled; that indemnification provided by Section 145
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.
Section 102(b)(7) of the General Corporation Law or the State of
Delaware provides that a certificate of incorporation may contain a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit the
liability of the director (i) for any breach of the director's duty of loyalty
to the corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
Article Eleventh of the Registrant's Charter provides that, to the
fullest extent permitted by the Delaware General Corporation Law as the same
exists or as it may hereafter be amended, no director of the Registrant shall be
personally liable to the Registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director.
Section 6.1 of the Registrant's Bylaws further provides that the
Registrant shall, to the maximum extent and in the manner permitted by the
General Corporation Law of Delaware, indemnify each of its directors and
officers against expenses (including attorneys' fees), judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any proceeding, arising by reason of the fact that such person is or was an
agent of the Registrant.
The Registrant has entered into indemnification agreements with each of
its directors and officers.
The Registrant maintains $15,000,000 of officers' and directors'
liability insurance.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
<TABLE>
<CAPTION>
Number Exhibit
------ -------
<S> <C>
4 Instruments Defining the Rights of Stockholders. Reference is made to Registrant's
Registration Statement No. 00-28030 on Form 8-A which is incorporated herein by reference
pursuant to Item 3(b).
5 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1 International Employee Stock Purchase Plan.
99.2 Form of Enrollment/Change Form.
99.3 Form of Stock Purchase Agreement.
</TABLE>
II-2.
<PAGE> 4
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the Registrant's
International Employee Stock Purchase Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers, or controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that, in the opinion of the SEC, such indemnification is against public
policy as expressed in the 1933 Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer,
or controlling person of the Registrant in the successful defense of any action,
suit, or proceeding) is asserted by such director, officer, or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933 Act
and will be governed by the final adjudication of such issue.
II-3.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8, and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, State of Texas on this 9th day
of May 1997.
I2 TECHNOLOGIES, INC.
By: /s/ Sanjiv S. Sidhu
------------------------
Sanjiv S. Sidhu
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of i2
Technologies, Inc., a Delaware corporation, do hereby constitute and appoint
Sanjiv S. Sidhu and David F. Cary and each of them, the lawful attorneys-in-fact
and agents with full power and authority to do any and all acts and things and
to execute any and all instruments which said attorneys and agents, and any one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Sanjiv S. Sidhu Chairman of the Board May 9, 1997
- ---------------------------
Sanjiv S. Sidhu and Chief Executive Officer
(Principal Executive Officer)
</TABLE>
II-4.
<PAGE> 6
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Kanna N. Sharma Vice Chairman of the Board, May 9, 1997
- -----------------------------
Kanna N. Sharma Executive Vice President and
Secretary
/s/ David F. Cary Vice President and Chief May 9, 1997
- -----------------------------
David F. Cary Financial Officer
(Principal Financial and
Accounting Officer)
/s/ Harvey B. Cash Director May 9, 1997
- -----------------------------
Harvey B. Cash
/s/ Thomas J. Meredith Director May 9, 1997
- -----------------------------
Thomas J. Meredith
</TABLE>
II-5.
<PAGE> 7
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Number Exhibit
------ -------
<S> <C>
4 Instruments Defining the Rights of Stockholders. Reference is made to Registrant's
Registration Statement No. 00-28030 on Form 8-A which is incorporated herein by
reference pursuant to Item 3(b).
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
99.1 International Employee Stock Purchase Plan.
99.2 Form of Enrollment/Change Form.
99.3 Form of Stock Purchase Agreement.
</TABLE>
<PAGE> 1
EXHIBIT 5
Opinion and consent of Brobeck, Phleger & Harrison LLP
May 12, 1997
i2 Technologies, Inc.
909 E. Las Colinas Blvd.
16th Floor
Irving, Texas 75039
Re: Registration Statement for Offering of
100,000 Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of 100,000 shares of
the Common Stock of i2 Technologies, Inc. (the "Company") under the Company's
International Employee Stock Purchase Plan. We advise you that, in our opinion,
when such shares have been issued and sold pursuant to the applicable provisions
of the International Employee Stock Purchase Plan and in accordance with the
Registration Statement, such shares will be duly authorized, validly issued,
fully paid and non-assessable shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
/s/ Brobeck, Phleger & Harrison LLP
BROBECK, PHLEGER & HARRISON LLP
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S8) pertaining to the International Employee Stock Purchase Plan of i2
Technologies, Inc. of our report dated January 18, 1997 with respect to the
consolidated financial statements and of i2 Technologies, Inc. included in its
Annual Report (Form 10-K) for the year ended December 31, 1996, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Dallas, Texas
May 9, 1997
<PAGE> 1
Exhibit 99.1
I2 TECHNOLOGIES, INC.
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
I. PURPOSE OF THE PLAN
This International Employee Stock Purchase Plan is intended to
promote the interests of i2 Technologies, Inc. by providing eligible employees
of the Corporation's Foreign Subsidiaries with the opportunity to acquire a
proprietary interest in the Corporation through the purchase of shares of the
Corporation's common stock at periodic intervals.
Capitalized terms herein shall have the meanings assigned to
such terms in the attached Appendix.
II. ADMINISTRATION OF THE PLAN
The Plan Administrator shall have full authority to interpret
and construe any provision of the Plan and to adopt such rules and regulations
for administering the Plan as it may deem necessary. Decisions of the Plan
Administrator shall be final and binding on all parties having an interest in
the Plan.
III. STOCK SUBJECT TO PLAN
A. The stock purchasable under the Plan shall be shares of
authorized but unissued or reacquired Common Stock, including shares of Common
Stock purchased on the open market. The maximum number of shares of Common Stock
which may be issued over the term of the Plan and the U.S. Plan shall not exceed
500,000 shares.
B. Should any change be made to the Common Stock by reason of
any stock split, stock dividend, recapitalization, combination of shares,
exchange of shares or other change affecting the outstanding Common Stock as a
class without the Corporation's receipt of consideration, appropriate
adjustments shall be made to (i) the maximum number and class of securities
issuable under the Plan and the U.S. Plan, (ii) the maximum number and class of
securities purchasable per Participant on any one Purchase Date and (iii) the
number and class of securities and the price per share in effect under each
outstanding purchase right in order to prevent the dilution or enlargement of
benefits thereunder.
IV. PURCHASE PERIODS
A. Shares of Common Stock shall be offered for purchase under
the Plan through a series of successive purchase periods until such time as (i)
the maximum number
<PAGE> 2
of shares of Common Stock available for issuance under the Plan shall have been
purchased or (ii) the Plan shall have been sooner terminated.
B. Each purchase period shall have a duration of six (6)
months. Purchase periods shall run from the first business day in May to the
last business day in October the same year and from the first business day in
November to the last business day in April of the following year. The first
purchase period shall begin on the Effective Date and end on the last business
day in October 1997.
V. ELIGIBILITY
A. Each Eligible Employee may enter a purchase period under
the Plan after completion of thirty (30) days of Service, provided he or she is
an Eligible Employee on the start date of such purchase period.
B. To participate in the Plan for a particular purchase
period, the Eligible Employee must complete the enrollment form(s) prescribed by
the Plan Administrator and file such form(s) with the Plan Administrator (or its
designate) on or before the start date of the purchase period. However, any
Employee of a Foreign Subsidiary who is a participant in the U.S. Plan
immediately prior to the Effective Date shall automatically become a Participant
in the initial purchase period under the Plan and such individual's payroll
deductions under the Plan shall continue at the same rate authorized under the
U.S. Plan immediately prior to the Effective Date unless the Participant shall
change such rate in accordance with Section VI.C.
VI. PAYROLL DEDUCTIONS
A. Except to the extent otherwise provided in the Plan (or any
addendum thereto) or authorized by the Plan Administrator, the purchase price
for the shares of Common Stock acquired under the Plan shall be paid from
accumulated payroll deductions authorized by the Participant.
B. The payroll deduction authorized by the Participant for
purposes of acquiring shares of Common Stock under the Plan may be any multiple
of one percent (1%) of the Base Salary paid to the Participant during each
purchase period, up to a maximum of fifteen percent (15%). The payroll deduction
authorized by the Participant shall be collected in the currency in which paid
by the Foreign Subsidiary. The payroll deductions collected during each calendar
month shall be converted into U.S. Dollars on the Monthly Exchange Date for that
month on the basis of the exchange rate in effect on that date. The Plan
Administrator shall have the absolute discretion to determine the applicable
exchange rate to be in effect for each Monthly Exchange Date by any reasonable
method which may be based on the exchange rate actually available in the
ordinary course of business on such date. Any changes or fluctuations in the
exchange rate at which the payroll deductions
2.
<PAGE> 3
collected on the Participant's behalf are converted into U.S. Dollars on each
Monthly Exchange Date shall be borne solely by the Participant.
C. The rate of payroll deduction authorized by each
Participant shall continue in effect from purchase period to purchase period,
except to the extent such rate is changed in accordance with the following
guidelines.
(i) The Participant may not increase his or her rate of
payroll deduction during a purchase period.
(ii) The Participant may, at any time during the
purchase period, reduce his or her rate of payroll deduction to become
effective as soon as possible after filing the appropriate form with
the Plan Administrator. The Participant may not, however, effect more
than one (1) such reduction per purchase period.
D. Payroll deductions shall begin on the first pay day
following the start date of the purchase period and shall (unless sooner
terminated by the Participant) continue through the pay day ending with or
immediately prior to the last day of the purchase period. The amounts so
collected shall be credited to the Participant's book account under the Plan,
initially in the currency in which paid by the Foreign Subsidiary until
converted into U.S. Dollars on the applicable Monthly Exchange Date.
Accordingly, all purchases of Common Stock under the Plan are to be made with
the U.S. Dollars into which the payroll deductions for the purchase period have
been converted on each applicable Monthly Exchange Date within that purchase
period. Except to the extent otherwise provided by the Plan (including any
addendum thereto) or by the Plan Administrator, the amounts collected from the
Participant shall not be held in any segregated account or trust fund and may be
commingled with the general assets of the Corporation and used for general
corporate purposes.
E. Payroll deductions shall automatically cease upon the
termination of the Participant's purchase right in accordance with the
provisions of the Plan.
F. The Participant's acquisition of Common Stock under the
Plan on any Purchase Date shall neither limit nor require the Participant's
acquisition of Common Stock on any subsequent Purchase Date.
VII. PURCHASE RIGHTS
A. GRANT OF PURCHASE RIGHT. A Participant shall be granted a
separate purchase right on the start date of each purchase period in which he or
she participates. The purchase right shall provide the Participant with the
right to purchase shares of Common Stock on the Purchase Date upon the terms set
forth below. The Participant shall
3.
<PAGE> 4
execute a stock purchase agreement embodying such terms and such other
provisions (not inconsistent with the Plan) as the Plan Administrator may deem
advisable.
Under no circumstances shall purchase rights be granted under
the Plan to any Eligible Employee if such individual would, immediately after
the grant, own (directly or indirectly within the meaning of Code Section
424(d)) or hold outstanding options or other rights to purchase, stock
possessing five percent (5%) or more of the total combined voting power or value
of all classes of stock of the Corporation or any Corporate Affiliate.
B. EXERCISE OF THE PURCHASE RIGHT. Each purchase right shall
be automatically exercised on the Purchase Date, and shares of Common Stock
shall accordingly be purchased on behalf of each Participant (other than any
Participant whose payroll deductions have previously been refunded in accordance
with the Termination of Purchase Right provisions below) on such date. The
purchase shall be effected by applying the Participant's payroll deductions (as
converted into U.S. Dollars) for the purchase period ending on such Purchase
Date to the purchase of shares of Common Stock (subject to the limitation on the
maximum number of shares purchasable per Participant on any one Purchase Date)
at the purchase price in effect for that purchase period.
C. PURCHASE PRICE. The U.S. Dollar purchase price per share
at which Common Stock will be purchased on the Participant's behalf on each
Purchase Date shall be equal to eighty-five percent (85%) of the lower of (i)
the Fair Market Value per share of Common Stock on the start date of the
purchase period or (ii) the Fair Market Value per share of Common Stock on that
Purchase Date.
D. NUMBER OF PURCHASABLE SHARES. The number of shares of
Common Stock purchasable by a Participant on each Purchase Date shall be the
number of shares obtained by dividing the amount collected from the Participant
through payroll deductions (as converted into U.S. Dollars) during the purchase
period ending with that Purchase Date by the purchase price in effect for that
Purchase Date. However, the maximum number of shares of Common Stock purchasable
per Participant on any one Purchase Date shall not exceed 1,000 shares, subject
to periodic adjustments in the event of certain changes in the Corporation's
capitalization.
E. EXCESS PAYROLL DEDUCTIONS. Any payroll deductions not
applied to the purchase of Common Stock by reason of the limitation on the
maximum number of shares purchasable by the Participant on the Purchase Date
shall be promptly refunded in the currency in which paid by the Foreign
Subsidiary.
F.TERMINATION OF PURCHASE RIGHT. The following provisions
shall govern the termination of outstanding purchase rights:
(i) A Participant may, at any time prior
to the last day of the purchase period, terminate his or her
outstanding purchase right
4.
<PAGE> 5
by filing the appropriate form with the Plan Administrator (or its
designate), and no further payroll deductions shall be collected from
the Participant with respect to the terminated purchase right. Any
payroll deductions collected during the purchase period in which such
termination occurs shall, at the Participant's election, be immediately
refunded in the currency in which paid by the Foreign Subsidiary or
held for the purchase of shares on the next Purchase Date. If no such
election is made at the time such purchase right is terminated, then
the payroll deductions collected with respect to the terminated right
shall be refunded as soon as possible.
(ii) The termination of such purchase
right shall be irrevocable, and the Participant may not subsequently
rejoin the purchase period for which the terminated purchase right was
granted. In order to resume participation in any subsequent purchase
period, such individual must re-enroll in the Plan (by making a timely
filing of the prescribed enrollment form(s)) on or before the start
date of the new purchase period.
(iii) Should the Participant cease to
remain an Eligible Employee for any reason (including death, disability
or change in status) while his or her purchase right remains
outstanding, then that purchase right shall immediately terminate, and
all of the Participant's payroll deductions for the purchase period in
which the purchase right so terminates shall be immediately refunded in
the currency in which paid by the Foreign Subsidiary. However, should
the Participant cease to remain in active service by reason of an
approved unpaid leave of absence, then the Participant shall have the
right, exercisable up until the last business day of the purchase
period in which such leave commences, to (a) withdraw the payroll
deductions collected during such purchase period or (b) have such funds
held for the purchase of shares at the next scheduled Purchase Date. In
no event, however, shall any further payroll deductions be collected on
the Participant's behalf during such leave. Upon the Participant's
return to active service, his or her payroll deductions under the Plan
shall automatically resume at the rate in effect at the time the leave
began.
G. TRANSFER OF EMPLOYMENT. In the event that a Participant who
is an Employee of a Foreign Subsidiary is transferred and becomes an Employee of
the Corporation during a purchase period under the Plan, such individual shall
continue to remain a Participant in the Plan and payroll deductions shall
continue to be collected until the next purchase date as if the Participant had
remained an Employee of the Foreign Subsidiary.
In the event that an Employee of the Corporation who is a
participant in the U.S. Plan is transferred and becomes an Employee of a Foreign
Subsidiary during a purchase period in effect under the U.S. Plan, such
individual shall automatically become
5.
<PAGE> 6
a Participant under the Plan for the duration of the purchase period in effect
at that time under the Plan and the balance in such individual's book account
maintained under the U.S. Plan shall be transferred as a balance to a book
account opened for such individual under the Plan. Such balance, together with
all other payroll deductions collected from such individual by the Foreign
Subsidiary for the remainder of the purchase period under the Plan (as converted
into U.S. Dollars), shall be applied on the next purchase date to the purchase
of Stock under the Plan.
H. CORPORATE TRANSACTION. Each outstanding purchase right
shall automatically be exercised, immediately prior to the effective date of any
Corporate Transaction, by applying the payroll deductions of each Participant
for the purchase period in which such Corporate Transaction occurs, as converted
into U.S. Dollars on the applicable Monthly Exchange Dates and at the time of
the Corporate Transaction as set forth below, to the purchase of shares of
Common Stock at a purchase price per share equal to eighty-five percent (85%) of
the lower of (i) the Fair Market Value per share of Common Stock on the start
date of the purchase period in which such Corporate Transaction occurs or (ii)
the Fair Market Value per share of Common Stock immediately prior to the
effective date of such Corporate Transaction. However, the applicable limitation
on the number of shares of Common Stock purchasable per Participant shall
continue to apply to any such purchase. Payroll deductions not yet converted
into U.S. Dollars at the time of the Corporate Transaction shall be converted
from the currency in which paid by the Foreign Subsidiary into U.S. Dollars on
the basis of the exchange rate in effect at as determined by the Plan
Administrator at the time of the Corporate Transaction.
The Corporation shall use its best efforts to provide at least
ten (10)-days prior written notice of the occurrence of any Corporate
Transaction, and Participants shall, following the receipt of such notice, have
the right to terminate their outstanding purchase rights prior to the effective
date of the Corporate Transaction.
I. PRORATION OF PURCHASE RIGHTS. Should the total number of
shares of Common Stock which are to be purchased pursuant to outstanding
purchase rights on any particular date exceed the number of shares then
available for issuance under the Plan and the U.S. Plan, the Plan Administrator
shall make a pro-rata allocation of the available shares on a uniform and
nondiscriminatory basis, and the payroll deductions of each Participant (and
each participant in the U.S. Plan), to the extent in excess of the aggregate
purchase price payable for the Common Stock pro-rated to such individual, shall
be refunded.
J. ASSIGNABILITY. The purchase right shall be exercisable
only by the Participant and shall not be assignable or transferable by the
Participant.
K. STOCKHOLDER RIGHTS. A Participant shall have no
stockholder rights with respect to the shares subject to his or her outstanding
purchase right until the shares are
6.
<PAGE> 7
purchased on the Participant's behalf in accordance with the provisions of the
Plan and the Participant has become a holder of record of the purchased shares.
VIII. ACCRUAL LIMITATIONS
A. No Participant shall be entitled to accrue rights to
acquire Common Stock pursuant to any purchase right outstanding under this Plan
if and to the extent such accrual, when aggregated with (i) rights to purchase
Common Stock accrued under any other purchase right granted under this Plan and
(ii) similar rights accrued under other employee stock purchase plans of the
Corporation or any Corporate Affiliate, would otherwise permit such Participant
to purchase more than Twenty-Five Thousand U.S. Dollars (U.S.$25,000) worth of
stock of the Corporation or any Corporate Affiliate (determined on the basis of
the Fair Market Value of such stock on the date or dates such rights are
granted) for each calendar year such rights are at any time outstanding.
B. For purposes of applying such accrual limitations, the
following provisions shall be in effect:
(i) The right to acquire Common Stock
under each outstanding purchase right shall accrue on the Purchase Date
in effect for the purchase period for which such right is granted.
(ii) No right to acquire Common Stock
under any outstanding purchase right shall accrue to the extent the
Participant has already accrued in the same calendar year the right to
acquire Common Stock under one (1) or more other purchase rights at a
rate equal to Twenty-Five Thousand U.S. Dollars (U.S.$25,000) worth of
Common Stock (determined on the basis of the Fair Market Value per
share on the date or dates of grant) for each calendar year such rights
were at any time outstanding.
C. If by reason of such accrual limitations, any purchase
right of a Participant does not accrue for a particular purchase period, then
the payroll deductions which the Participant made during that purchase period
with respect to such purchase right shall be promptly refunded in the currency
in which paid by the Foreign Subsidiary.
D. In the event there is any conflict between the provisions
of this Article and one or more provisions of the Plan or any instrument issued
thereunder, the provisions of this Article shall be controlling.
IX. EFFECTIVE DATE AND TERM OF THE PLAN
A. The Plan was adopted by the Board on November 20, 1996 and
shall become effective on the Effective Date, provided no purchase rights
granted under the Plan shall be exercised, and no shares of Common Stock shall
be issued hereunder, until the
7.
<PAGE> 8
Corporation shall have complied with all applicable requirements of the 1933 Act
(including the registration of the shares of Common Stock issuable under the
Plan on a Form S-8 registration statement filed with the Securities and Exchange
Commission), all applicable listing requirements of any stock exchange (or the
Nasdaq National Market, if applicable) on which the Common Stock is listed for
trading and all other applicable requirements established by law or regulation.
In the event such compliance is not effected within twelve (12) months after the
date on which the Plan is adopted by the Board, the Plan shall terminate and
have no further force or effect and all sums collected from Participants during
the initial purchase period hereunder shall be refunded.
B. Unless sooner terminated by the Board, the Plan shall
terminate upon the earliest of (i) the last business day in April 2006, (ii) the
date on which all shares available for issuance under the Plan shall have been
sold pursuant to purchase rights exercised under the Plan or (iii) the date on
which all purchase rights are exercised in connection with a Corporate
Transaction. No further purchase rights shall be granted or exercised, and no
further payroll deductions shall be collected, under the Plan following such
termination.
X. AMENDMENT OF THE PLAN
The Board may alter, amend, suspend or discontinue the Plan at
any time to become effective immediately following the close of any purchase
period.
XI. GENERAL PROVISIONS
A. All costs and expenses incurred in the administration of
the Plan shall be paid by the Corporation.
B. Nothing in the Plan shall confer upon the Participant any
right to continue in the employ of the Corporation or any Corporate Affiliate
for any period of specific duration or interfere with or otherwise restrict in
any way the rights of the Corporation (or any Corporate Affiliate employing such
person) or of the Participant, which rights are hereby expressly reserved by
each, to terminate such person's employment at any time for any reason, with or
without cause.
C. Except to the extent otherwise provided in any addendum to
the Plan, the provisions of the Plan shall be governed by the laws of the State
of Texas without resort to that State's conflict-of-laws rules.
D. A Foreign Subsidiary or the Plan Administrator, as the case
may be, shall have the right to deduct from any payment to be made under this
Plan, or to otherwise require, prior to the issuance or delivery of any shares
of Common Stock or the payment of any cash, payment by each Participant of any
tax required by applicable law to be withheld.
8.
<PAGE> 9
E. Additional provisions for individual Foreign Subsidiaries
may be incorporated in one or more Addenda to the Plan. Such Addenda shall have
full force and effect with respect to the Foreign Subsidiaries to which they
apply. In the event of a conflict between the provisions of such an Addendum and
one or more other provisions of the Plan, the provisions of the Addendum shall
be controlling.
9.
<PAGE> 10
SCHEDULE A
CORPORATIONS PARTICIPATING IN
EMPLOYEE STOCK PURCHASE PLAN
AS OF THE EFFECTIVE DATE
i2 Technologies Pty Ltd.
i2 Technologies (Canada), Inc.
i2 Technologies, Limited
i2 Technologies GmbH
i2 Technologies N.V.
i2 Technologies A/S
i2 technologies SARL
i2 Technologies Japan K.K.
i2 Technologies Pte Ltd.
<PAGE> 11
APPENDIX
The following definitions shall be in effect under the Plan:
A. BASE SALARY shall mean the regular base salary paid to a
Participant by one or more Foreign Subsidiaries during such individual's period
of participation in the Plan. The following items of compensation shall NOT be
included in Base Salary: (i) all overtime payments, bonuses, commissions (other
than those functioning as base salary equivalents), profit-sharing distributions
and other incentive-type payments and (ii) any and all contributions made on the
Participant's behalf by the Corporation or any Corporate Affiliate under any
employee benefit or welfare plan now or hereafter established.
B. BOARD shall mean the Corporation's Board of Directors.
C. CODE shall mean the U.S. Internal Revenue Code of 1986, as
amended.
D. COMMON STOCK shall mean the Corporation's common stock.
E. CORPORATE AFFILIATE shall mean any parent or subsidiary
corporation of the Corporation whether now existing or subsequently established.
F. CORPORATE TRANSACTION shall mean either of the following
stockholder-approved transactions to which the Corporation is a party:
(i) a merger or consolidation in which securities
possessing more than fifty percent (50%) of the total combined voting
power of the Corporation's outstanding securities are transferred to a
person or persons different from the persons holding those securities
immediately prior to such transaction, or
(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Corporation in complete
liquidation or dissolution of the Corporation.
G. CORPORATION shall mean i2 Technologies, Inc., a Delaware
corporation, and any corporate successor to all or substantially all of the
assets or voting stock of i2 Technologies, Inc. which shall by appropriate
action adopt the Plan.
H. EFFECTIVE DATE shall mean May 1, 1997. Any Foreign
Subsidiary which elects, with the approval of the Board, to extend the benefits
of this Plan to its employees after such Effective Date shall designate a
subsequent Effective Date with respect to its employee-Participants.
<PAGE> 12
I. ELIGIBLE EMPLOYEE shall mean any person who employed by a
Participating Corporation on a basis under which he or she is regularly expected
to render more than twenty (20) hours of service per week for more than five (5)
months per calendar year for earnings considered wages under Code Section
3401(a).
J. FAIR MARKET VALUE per share of Common Stock on any relevant
date shall be determined in accordance with the following provisions:
(i) If the Common Stock is at the time traded on the
Nasdaq National Market, then the Fair Market Value shall be the U.S.
Dollar closing selling price per share of Common Stock on the date in
question, as such price is reported by the National Association of
Securities Dealers on the Nasdaq National Market or any successor
system. If there is no closing selling price for the Common Stock on
the date in question, then the Fair Market Value shall be the U.S.
Dollar closing selling price on the last preceding date for which such
quotation exists.
(ii) If the Common Stock is at the time listed on any
Stock Exchange, then the Fair Market Value shall be the U.S. Dollar
closing selling price per share of Common Stock on the date in question
on the Stock Exchange determined by the Plan Administrator to be the
primary market for the Common Stock, as such price is officially quoted
in the composite tape of transactions on such exchange. If there is no
U.S. Dollar closing selling price for the Common Stock on the date in
question, then the Fair Market Value shall be the U.S. Dollar closing
selling price on the last preceding date for which such quotation
exists.
K. FOREIGN SUBSIDIARY shall mean any non-U.S. Corporate
Affiliate or Affiliates as may be authorized from time to time by the Board to
extend the benefits of the Plan to their Eligible Employees. The Foreign
Subsidiaries participating in the Plan as of the Effective Date are listed in
attached Schedule A.
L. MONTHLY EXCHANGE DATE shall mean the last U.S. business day
of each month during a purchase period, on which date the foreign currency
payroll deductions collected on behalf of the Participants during that month are
to be converted into U.S. Dollars.
M. 1933 ACT shall mean the Securities Act of 1933, as amended.
N. PARTICIPANT shall mean any Eligible Employee of a Foreign
Subsidiary who is actively participating in the Plan.
O. PLAN shall mean the Corporation's International Employee
Stock Purchase Plan, as set forth in this document.
A-2
<PAGE> 13
P. PLAN ADMINISTRATOR shall mean the committee of two (2) or
more Board members appointed by the Board to administer the Plan.
Q. PURCHASE DATE shall mean the last business day of each
purchase period.
R. SERVICE shall mean an individual's performance of services
for the Corporation or any Corporate Affiliate as an employee, subject to the
control and direction of the employer entity as to both the work to be performed
and the manner and method of performance.
S. STOCK EXCHANGE shall mean either the American Stock
Exchange or the New York Stock Exchange.
T. U.S. PLAN shall mean the i2 Technologies, Inc. Employee
Stock Purchase Plan.
A-3
<PAGE> 14
ADDENDUM
PROVISIONS FOR AUSTRALIAN PARTICIPANTS
The following provisions shall apply with respect to
Participants (the "Australian Participants") who perform services for i2
Technologies Pty Ltd.
1. The Corporation or Foreign Subsidiary employing one or more
Australian Participants shall establish an interest-bearing bank account (a
"Contributions Account") in Australia for such Participants. The account shall
be maintained solely for the purpose of depositing payroll deductions authorized
by such Participants under the Plan. Accordingly, all payroll deductions for
each Australian Participant shall be immediately deposited in the Contributions
Account and held in trust for that participant.
2. All interest accrued on behalf of an Australian Participant in the
Contributions Account shall be paid to such individual on each Purchase Date.
All payroll deductions accumulated in such account on behalf of each Australian
Participant prior to each Purchase Date shall be applied to the purchase of
shares of Common Stock on such Purchase Date in accordance with the Plan.
3. Any payroll deductions that are refunded to an Australian
Participant in accordance with the Plan shall be refunded with any interest
accrued on the individual's behalf in the Contributions Account less any
government charges or fees deducted in respect of those moneys by the bank at
which the Contributions Account is established.
4. The Plan Administrator shall prescribe one enrollment form to be
completed by an Australian Participant to participate in the Plan. On such
enrollment form, the Australian Participant must (i) specify the percentage of
his or her Base Salary in accordance with Section VI.B that he or she elects to
have deducted and applied for the purchase of the Common Stock under the Plan
and (ii) authorize the Plan Administrator to apply the amount specified in the
preceding clause in accordance with the Plan.
5. The provisions of the Plan with respect to Australian Participants
shall be governed by the laws of New South Wales without resort to that State's
conflict of laws rules.
A-1
<PAGE> 1
Exhibit 99.2
i2 TECHNOLOGIES, INC.
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN ("IESPP")
ENROLLMENT/CHANGE FORM
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Action Complete Sections:
------ ------------------
SECTION 1: [ ] New Enrollment 2, 3, 6 and sign attached Stock Purchase Agreement
[ ] Payroll Deduction Change ---
ACTIONS [ ] Terminate Payroll Deductions 2, 4, 6
[ ] Leave of Absence 2, 5, 6
2, 5, 6
====================================================================================================================================
SECTION 2: Name
---------------------------------------------------------------------------------------------------
PERSONNEL Last First MI Dept.
DATA
Home Address
-----------------------------------------------------------------------------------------
Street
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
City State Zip Code
Social Security #: [ ] [ ] [ ] - [ ] [ ] - [ ] [ ] [ ] [ ]
====================================================================================================================================
SECTION 3: Effective with the
NEW Purchase Period Beginning: Payroll Deduction Amount: _____% of base salary*
ENROLLMENT [ ] May 1, 199__
[ ] November 1, 199__ * Must be a multiple of 1% up to a maximum of 15% of base salary
====================================================================================================================================
SECTION 4: Effective with the I authorize the following new level of payroll
PAYROLL Pay Period Beginning: deduction: % of base salary*
DEDUCTION ------------------------------------------ -------
CHANGE Month, Day and Year
* Must be a multiple of 1% up to a maximum of
15% of base salary
NOTE: You may reduce your rate of payroll deductions once per purchase period to become effective
---- as soon as possible following the filing of the change form.
===================================================================================================================================
SECTION 5: Effective with the Your election to terminate your payroll
TERMINATE Pay Period Beginning: deductions for the balance of the purchase
PAYROLL ---------------------------------------- period cannot be changed, and you may not
DEDUCTIONS/ Month, Day and Year rejoin the purchase period at a later date.
LEAVE OF ABSENCE You will not be able to resume participation
in the IESPP prior to the commencement of the
In connection with my voluntary termination of next purchase period.
payroll deductions (or an approved leave of
absence), I elect the following action regarding my
IESPP payroll deductions to date in the current
purchase period:
[ ] Purchase shares of i2 Technologies, Inc. at end of the period
OR
[ ] Refund IESPP payroll deductions collected
NOTE: If your employment terminates for any reason
or your eligibility status changes (20 hrs/wk
or 5 months/yr), you will immediately cease
to participate in the IESPP, and your IESPP
payroll deductions collected in that period
will automatically be refunded to you.
===================================================================================================================================
SECTION 6:
AUTHORIZATION
I hereby authorize the specific action or actions indicated above.
------------------------------------------- ------------------------------------------
Date Signature of Employee
</TABLE>
<PAGE> 1
Exhibit 99.3
I2 TECHNOLOGIES, INC.
INTERNATIONAL STOCK PURCHASE AGREEMENT -
I hereby elect to participate in the i2 Technologies, Inc.
International Employee Stock Purchase Plan (the "IESPP") for the purchase period
specified below, and I hereby subscribe to purchase shares of Common Stock of i2
Technologies, Inc. (the "Corporation") in accordance with the provisions of this
Agreement and the IESPP. I hereby authorize payroll deductions from each of my
paychecks during the purchase period in the 1% multiple of my earnings (not to
exceed a maximum of 15%) specified in my attached Enrollment Form.
The IESPP is comprised of a series of successive 6-month purchase
periods. Purchase periods will begin on the first business day of May (beginning
May 1, 1997) and November each year. My participation will automatically remain
in effect from purchase period to purchase period in accordance with my payroll
deduction authorization, unless I withdraw from the IESPP or change the rate of
my payroll deduction or unless my employment status changes. I may reduce the
rate of my payroll deductions once during each purchase period but I may not
increase the rate of my payroll deductions until the beginning of the next
purchase period.
My payroll deductions will be converted into U.S. Dollars on the last
U.S. business day of each month during the purchase period. My payroll deduction
(as converted into U.S. Dollars) will be accumulated for the purchase of shares
of the Common Stock on the last business day of the purchase period. The
purchase price per share will be 85% of the lower of (i) the fair market value
per share of Common Stock on the start date of the purchase period or (ii) the
fair market value per share on the purchase date. I will also be subject to
IESPP restrictions (i) limiting the maximum number of shares which I may
purchase during any purchase period to 1,000 shares and (ii) prohibiting me from
purchasing more than $25,000 worth of Common Stock for each calendar year my
purchase right remains outstanding. A stock certificate will be issued for the
shares purchased on my behalf after the end of each purchase period.
I can withdraw from the IESPP at any time prior to the last business
day of the purchase period and elect either to have the Corporation refund all
my payroll deductions for that period or to have such payroll deductions applied
to the purchase of Common Stock at the end of such period. However, I may not
rejoin that particular purchase period at any later date. Upon the termination
of my employment for any reason or my loss of eligible employee status, my
participation in the IESPP will immediately cease and all my payroll deductions
for the purchase period in which my employment terminates or my loss of
eligibility occurs will automatically be refunded. Should I die while an IESPP
participant, my payroll deductions will automatically cease and my estate will
receive a refund of my payroll deductions for the purchase period in which I
die.
If I take an unpaid leave of absence, my payroll deductions will
immediately cease, and any payroll deductions for the purchase interval in which
my leave begins will, at my election, either be refunded or applied to the
purchase of shares of Common Stock at the end of the purchase period. Upon my
return to active service, my payroll deductions will automatically resume at the
rate in effect when my leave began.
The Corporation has the right, exercisable in its sole discretion, to
amend or terminate the IESPP at any time, with such amendment or termination to
become effective immediately following the exercise of outstanding purchase
rights at the end of any current purchase period. Should the Corporation elect
to terminate the IESPP, I will have no further rights to purchase shares of
Common Stock pursuant to this Agreement. Upon termination of employment,
purchase rights under this plan will terminate regardless of whether or not
prior notice of termination of employment was given to me.
I acknowledge that I have received and may continue to receive the
opportunity to purchase stock under the IESPP. I understand that the grant of a
purchase right in one year or at one time does not in any way obligate i2
Technologies, Inc. or ______________ to make a grant or award in any future year
or in any given amount. I acknowledge and understand that the IESPP is wholly
discretionary in nature and is not to be considered part of my normal or
expected compensation subject to severance, resignation, redundancy or similar
pay.
I hereby authorize and direct ________________ to disclose to i2
Technologies, Inc. or any of its subsidiaries such information regarding my
employment, the nature and amount of my compensation and the fact and conditions
of my participation in the IESPP as _________________ deems necessary to
facilitate the administration of such Plan.
I have received a copy of the Plan Summary and Prospectus summarizing
the major features of the IESPP. I have read this Agreement and the Summary and
Prospectus and hereby agree to be bound by the terms of both this Agreement and
the IESPP. The effectiveness of this Agreement is dependent upon my eligibility
to participate in the IESPP.
Date: __________________ , 199__
________________________________
Signature of Employee
Printed Name:___________________
Start Date of my Purchase Period: _____________, 199_
