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As filed with the Securities and Exchange Commission on June 16, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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i2 TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 7372 75-2294945
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
909 E. LAS COLINAS BLVD., 16TH FLOOR
IRVING, TEXAS 75039
(214) 860-6000
(Address, including zip code, and telephone number, including
area code, of the registrant's principal executive offices)
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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
TELECOPY: (214) 860-6062
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
CARMELO M. GORDIAN, ESQ.
RONALD G. SKLOSS, ESQ.
BROBECK, PHLEGER & HARRISON LLP
301 CONGRESS AVENUE, SUITE 1200
AUSTIN, TEXAS 78701
(512) 477-5495
TELECOPY: (512) 477-5813
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after this Registration Statement becomes effective, as determined
by market conditions.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________
If this Form is a post-effective amendment filed pursuant to Rule 462(b)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
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Common Stock, $.00025 par value 632,955 shares $31.9375 $20,215,001 $6,126
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c) based upon the average of the
high and low closing sale prices for the Common Stock as reported by the
Nasdaq National Market for June 13, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION,
ACTING PURSUANT TO SUCH SECTION 8(a), MAY DETERMINE.
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED JUNE 16, 1997
632,955 SHARES
[LOGO]
i2 TECHNOLOGIES, INC.
COMMON STOCK
(PAR VALUE $.00025 PER SHARE)
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This Prospectus relates to the public offering, which is not being
underwritten, of up to 632,955 shares (the "Shares") of Common Stock, par value
$.00025 per share (the "Common Stock"), of i2 Technologies, Inc., a Delaware
corporation ("i2" or the "Company"), by the stockholders of the Company named
herein (the "Selling Stockholders"). None of the proceeds from the sale of the
Shares by the Selling Stockholders will be received by the Company. See
"Selling Stockholders."
The Shares may be offered by the Selling Stockholders from time to
time in transactions on the Nasdaq National Market, in privately negotiated
transactions, or by a combination of such methods of sale, at fixed prices that
may be changed, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. All of the
Shares were originally issued by the Company in connection with the acquisition
of Optimax Systems Corporation, a Delaware corporation ("Optimax"), by and
through a statutory merger of Optimax with and into a wholly owned subsidiary
of the Company. The Shares were issued pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), provided by Section 4(2) thereof. The Shares are being
registered by the Company pursuant to a Registration Rights Agreement entered
into by and among the Company and the Selling Stockholders as a condition to
the Optimax merger. The Selling Stockholders may effect such transactions by
selling the Shares to or through broker-dealers and such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Stockholders or the purchasers of the Shares for whom such broker-
dealers may act as agent or to whom they sell as principal or both (which
compensation to a particular broker-dealer might be in excess of customary
commissions). See "Selling Stockholders" and "Plan of Distribution."
The Company has agreed to bear certain expenses (other than fees and
expenses, if any, of counsel or other advisors to the Selling Stockholders and
any brokerage fees or commissions) in connection with the registration and sale
of the Shares being offered by the Selling Stockholders. The Company and the
Selling Stockholders have agreed to indemnify the other and their respective
controlling persons against certain liabilities, including certain liabilities
under the Securities Act.
The Common Stock is traded on Nasdaq National Market under the symbol
"ITWO." On June 13, 1997, the last sale price for the Common Stock as reported
by Nasdaq National Market was $32.00 per share.
The Selling Stockholders and any broker-dealers or agents that
participate with the Selling Stockholders in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, and any commissions received by them and any profit on the
resale of the Shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
THE SHARES HAVE NOT BEEN REGISTERED FOR SALE BY THE SELLING
STOCKHOLDERS UNDER THE SECURITIES LAWS OF ANY STATE AS OF THE DATE OF THIS
PROSPECTUS. BROKERS OR DEALERS EFFECTING TRANSACTIONS IN THE SHARES SHOULD
CONFIRM THE REGISTRATION THEREOF UNDER THE SECURITIES LAWS OF THE STATES IN
WHICH SUCH TRANSACTIONS OCCUR, OR THE EXISTENCE OF AN EXEMPTION FROM
REGISTRATION.
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THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING ON PAGE 3.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS , 1997.
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AVAILABLE INFORMATION
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, is required to file periodic reports, proxy materials and
other information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, or at its regional offices located at 500 West Madison, Suite 1400,
Chicago, Illinois 60661, and at 7 World Trade Center, Suite 1300, New York,
New York 10048. Copies of such material may also be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission maintains a World Wide Web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The
address of the Commission's web site is http://www.sec.gov.
The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments, exhibits and schedules,
referred to as the "Registration Statement") under the Securities Act with
respect to the Shares offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission, and to
which reference is hereby made. Statements made in this Prospectus as to the
contents of any document referred to are not necessarily complete. With
respect to each such document filed as an exhibit to the Registration
Statement, reference is made to the exhibit for a more complete description of
the matter involved, and each such statement shall be deemed qualified in its
entirety by such reference. The Registration Statement, including the exhibits
and schedules thereto, may be inspected at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and copies of all or any part thereof may be
obtained from such office at prescribed rates.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated by reference in this Prospectus:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
2. The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997;
3. The Company's Current Report on Form 8-K dated May 15, 1997;
4. The Company's Current Report on Form 8-K dated June 12, 1997;
and
5. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A (File No. 0-28030), as
filed with the Commission on March 20, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus but
prior to the termination of the offering to which this Prospectus relates shall
be deemed to be incorporated by reference in this Prospectus and to be part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, in its unmodified form, to
constitute a part of this Prospectus.
Upon written or oral request, the Company will provide without charge
to each person to whom a copy of the Prospectus is delivered a copy of the
documents incorporated by reference herein (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference
therein). Requests should be submitted in writing or by telephone to David F.
Cary, Chief Financial Officer, 909 E. Las Colinas Blvd., 16th Floor, Irving,
Texas 75039; telephone (214) 860-6000. The Company maintains a World Wide Web
site that contains certain of the documents incorporated by reference herein.
The address of the Company's web site is http://www.i2.com.
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THE COMPANY
i2 is the leading provider of supply chain management software.
Supply chain management encompasses the planning and scheduling of
manufacturing and related logistics, from raw materials procurement through
work-in-process to customer delivery to demand forecasting. i2 believes that
its client/server software product, Rhythm, represents a fundamentally new
approach to supply chain management. Rhythm enables customers to model
complex, multi-site supply chains to rapidly generate integrated solutions to
supply chain problems such as demand forecasting, production bottlenecks,
supply interruptions and customer order changes. Rhythm utilizes a
constraint-based methodology which simultaneously considers a broad range of
constraints -- from machine capacities to individual customer commitments to
changing revenue forecasts -- to derive an optimal solution. Rhythm's advanced
decision-support capabilities enable companies to make better informed, more
timely planning, scheduling and resource allocation decisions using better
forecasting capabilities in order to improve operating efficiency, customer
satisfaction and return on assets.
The Company was incorporated in Texas as "Intellection, Inc." in 1989
and was subsequently reincorporated in Delaware in 1992. In 1994, the
Company's name was changed to "i2 Technologies, Inc." The Company's executive
offices are located at 909 E. Las Colinas Blvd., 16th Floor, Irving, Texas
75039, and its telephone number is (214) 860-6000.
"i2 Technologies" and "Rhythm" are registered trademarks of the
Company. This Prospectus also contains and incorporates by reference
trademarks and registered trademarks of companies other than i2.
RISK FACTORS
The following risk factors should be considered carefully in addition
to the other information contained or incorporated by reference in this
Prospectus before purchasing the Common Stock offered hereby. In addition to
the historical information contained and incorporated by reference herein, the
discussion in and incorporated by reference in this Prospectus contains certain
forward-looking statements, within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act, that involve risks and uncertainties,
such as statements of the Company's plans, objectives, expectations and
intentions. These forward-looking statements are made in reliance on the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. The
cautionary statements made in this Prospectus should be read as being
applicable to all related forward-looking statements whenever they appear or
are incorporated by reference in this Prospectus. The Company's actual results
could differ materially from those discussed herein. Factors that could cause
or contribute to such differences include those discussed below as well as
those cautionary statements and other factors set forth elsewhere herein.
POTENTIAL FOR SIGNIFICANT FLUCTUATIONS IN QUARTERLY RESULTS; OPERATING LEVERAGE
The Company's quarterly revenues, expenses and operating results have
varied significantly in the past and are likely to vary significantly from
quarter to quarter in the future. Because the purchase of a supply chain
management software solution generally involves a significant commitment of
capital, the sales cycle associated with the purchase of the Company's products
is typically six to nine months and subject to a number of significant risks,
including customers' budgetary constraints, timing of budget cycles and
concerns about the introduction of new products by the Company or its
competitors, factors over which the Company has little or no control.
Furthermore, purchases of the Company's products may be deferred or canceled in
the event of a downturn in any potential customer's business or the economy in
general. As a result, the timing of significant orders is unpredictable and,
like many software companies, the Company typically realizes a significant
portion of its software license revenues in the last month of a quarter. In
addition, the amount of revenues associated with particular licenses can vary
significantly based upon the number of software modules purchased and the
number of sites and users involved in the installation. The Company has
experienced and may continue to experience from time to time very large,
individual license sales which can cause significant variations in quarterly
license revenues. Moreover, small delays in customer orders can cause
significant variability in the Company's license revenues and results of
operations for any particular period.
The Company's expense levels are based, in part, on its expected
future revenues. If revenues are below expectations, operating results and net
income are likely to be adversely and disproportionately affected because a
significant portion of the Company's expenses do not vary with revenues. The
Company may choose to reduce
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prices or invest significant resources in research and development efforts in
response to competition or to pursue new market opportunities. There can be no
assurance that revenues will grow in future periods, that they will grow at
historical rates, or that the Company will maintain positive operating margins
in future quarters.
PRODUCT CONCENTRATION; DEPENDENCE ON EMERGING MARKET FOR SUPPLY CHAIN
MANAGEMENT SOFTWARE
The Company currently derives all of its revenues from Rhythm licenses
and related services. The Company expects that Rhythm-related revenues,
including maintenance and consulting contracts, will continue to account for
substantially all of the Company's revenues for the foreseeable future. As a
result, the Company's future operating results are dependent upon continued
market acceptance of Rhythm and enhancements thereto. There can be no
assurance that Rhythm will achieve continued market acceptance. A decline in
demand for, or market acceptance of, Rhythm as a result of competition,
technological change or other factors would have a material adverse effect on
the Company's business, operating results and financial condition.
Although demand for Rhythm has grown in recent years, the market for
supply chain management software is still emerging and there can be no
assurance that it will continue to grow or that, even if the market does grow,
businesses will continue to adopt Rhythm. The Company has spent, and intends
to continue to spend, considerable resources educating potential customers
about supply chain management in general and about the features and functions
of Rhythm in particular. However, there can be no assurance that such
expenditures will enable Rhythm to achieve any additional degree of market
acceptance. If the market for Rhythm fails to grow or grows more slowly than
the Company currently anticipates, the Company's business, operating results
and financial condition would be materially adversely affected.
MANAGEMENT OF GROWTH
The Company's business has continued to grow rapidly in the last
three years, particularly in 1996, which has resulted in substantial growth in
the number of its employees, the scope of its operating and financial systems
and the geographic distribution of its operations and customers. This recent
rapid growth has placed, and if such growth continues will continue to place, a
significant strain on the Company's management and operations. Accordingly, the
Company's future operating results will depend on the ability of its officers
and other key employees to continue to implement and improve its operational,
customer support and financial control systems, and to effectively expand,
train and manage its employee base. There can be no assurance that the Company
will be able to manage any future expansion successfully, and any inability to
do so would have a material adverse effect on the Company's business, operating
results and financial condition.
INTEGRATION OF RECENT ACQUISITIONS
In May 1997, the Company acquired Optimax and Think Systems
Corporation, a New Jersey corporation ("Think"), and entered into an agreement
to acquire Think Systems Private, Ltd., an Indian corporation. The
acquisitions involve the integration of companies that have previously
operated independently. Among the factors considered by the Company's Board of
Directors in connection with its approval of each acquisition was the
opportunity for the Company to broaden its product offering and provide a more
comprehensive solution by incorporating the Optimax and Think software
solutions into Rhythm. However, no assurance can be given that the Company
will not encounter difficulties in integrating the respective operations of the
Company, Optimax and Think or that the benefits expected from such integration
will be realized. In addition, there can be no assurance that the Company will
not experience the loss of key Optimax and Think personnel. Failure to
successfully integrate Optimax's and Think's respective operations into the
Company's operations could have a material adverse effect on the Company's
business, operating results and financial condition. See "Recent
Developments."
DEPENDENCE UPON KEY PERSONNEL
The Company's future operating results depend in significant part upon
the continued service of a relatively small number of key technical and senior
management personnel, few of whom are bound by an employment agreement. The
Company's future success also depends on its continuing ability to attract and
retain other highly qualified technical and managerial personnel. Competition
for such personnel is intense, and the Company has at times in the past
experienced difficulty in recruiting qualified personnel. There can be no
assurance that the Company will retain its key technical and managerial
employees or that it will be successful in attracting, assimilating and
retaining other highly qualified technical and managerial personnel in the
future. The loss of any member of the
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Company's key technical and senior management personnel or the inability to
attract and retain additional qualified personnel could have a material adverse
effect on the Company's business, operating results and financial condition.
COMPLEXITY OF SOFTWARE PRODUCTS; RAPID TECHNOLOGICAL CHANGE AND NEW PRODUCTS
Rhythm is a client/server solution which can operate on platforms from
Digital Equipment, Hewlett-Packard, IBM, Sun Microsystems, Solaris and
Microsoft and can access data from most widely used SQL (structured query
language) databases, including Informix, Oracle and Sybase. Based upon demand
in the marketplace, the Company may identify additional platforms on which to
port its software products; however, such platforms may not be architecturally
compatible with Rhythm's software product design. Therefore, no assurance can
be given concerning the continued successful porting of the Company's software
products on these or additional platforms, the timing of completion of any such
ports or the acceptance of the Company's applications in the marketplace.
The market for the Company's software products is characterized by
rapid technological advances, evolving industry standards in computer hardware
and software technology, changes in customer requirements and frequent new
product introductions and enhancements. The Company's future success will
depend upon its ability to continue to enhance its current product line and to
develop and introduce new products that keep pace with technological
developments, satisfy increasingly sophisticated customer requirements and
achieve market acceptance. There can be no assurance that the Company will be
successful in developing and marketing, on a timely and cost-effective basis,
fully functional product enhancements or new products that respond to
technological advances by others, or that its new products will achieve market
acceptance. The Company's failure to successfully develop and market product
enhancements or new products could have a material adverse effect on the
Company's business, operating results and financial condition.
As a result of the complexities inherent in client/server computing
environments and the broad functionality and performance demanded by customers
for supply chain management products, major new products and product
enhancements can require long development and testing periods. In addition,
software programs as complex as those offered by the Company may contain
undetected errors or "bugs" when first introduced or as new versions are
released that, despite testing by the Company, are discovered only after a
product has been installed and used by customers. While the Company has on
occasion experienced delays in the scheduled introduction of new and enhanced
products and products containing bugs, to date the Company's business has not
been materially adversely affected by delays or the release of products
containing errors. There can be no assurance, however, that errors will not be
found in future releases of the Company's software, or that any such errors
will not impair the market acceptance of these products and adversely affect
the Company's business, operating results and financial condition.
While the Company generally takes steps to avoid interruptions of
sales often associated with the pending availability of new products, customers
may delay their purchasing decisions in anticipation of the general
availability of new or enhanced Rhythm products, which could have a material
adverse effect on the Company's business and operating results. Moreover,
significant delays in the general availability of such new releases,
significant problems in the installation or implementation of such new
releases, or customer dissatisfaction with such new releases, could have a
material adverse effect on the Company's business, operating results and
financial condition.
COMPETITION
The Company's products are targeted at the emerging market for supply
chain management software solutions. The Company's competitors are diverse and
offer a variety of solutions directed at various segments of the supply chain
as well as the enterprise as a whole. These competitors include (i) smaller
independent companies which have developed or are attempting to develop
advanced planning and scheduling software which complement or compete with
Manufacturing Resource Planning ("MRP") solutions, (ii) other business
application software vendors who may broaden their product offerings by
internally developing, or by acquiring or partnering with independent
developers of, advanced planning and scheduling software, (iii) internal
development efforts by corporate information technology departments, (iv)
companies offering standardized or customized products on mainframe and/or
mid-range computer systems, and (v) enterprise resource application software
vendors such as Baan Company N.V., Oracle Corporation, PeopleSoft, Inc. and SAP
AG which currently offer sophisticated Enterprise Resource Planning ("ERP")
solutions that incorporate MRP modules or advanced planning and scheduling
software. In connection with specific customer solicitations, ERP vendors have
from time to time jointly marketed the Company's products as a complement to
their own systems. However, the Company believes that many of these ERP
vendors are focusing significant resources on increasing the functionality of
their own MRP modules, and at least two ERP vendors have recently acquired
independent developers of advanced planning and scheduling software utilizing
object-oriented technology. Ultimately, such products may permit ERP vendors
to offer MRP modules with functionality comparable or superior to Rhythm. To
the extent such ERP vendors develop or acquire functionally comparable or
superior MRP modules, their significant installed base and ability to offer a
complete enterprise-wide solution would provide a significant competitive
advantage over the Company.
The principal competitive factors affecting the market for the
Company's products include vendor and product reputation, architecture,
functionality and features, ease of use, quality of support, product quality,
performance and price. Based on these factors, the Company believes that it
has competed effectively to date. In order to be successful in the future, the
Company must continue to respond promptly and effectively to the challenges of
technological change and competitors' innovations. Many of the Company's
competitors have longer operating histories, significantly greater financial,
technical, marketing and other resources, greater name recognition, and a
larger installed base of customers than the Company. There can be no assurance
that the Company will be able to compete successfully with existing or new
competitors or that competition will not have a material adverse effect on the
Company's business, operating results and financial condition.
INTELLECTUAL PROPERTY RIGHTS; USE OF LICENSED TECHNOLOGY
The Company relies primarily on a combination of copyright, trademark
and trade secret laws, confidentiality procedures and contractual provisions to
protect its proprietary rights. In addition, the Company generally licenses
Rhythm products to end users in object code (machine-readable) format, and the
Company's license agreements generally allow the use of Rhythm products solely
by the customer for internal purposes without the right to sublicense or
transfer the Rhythm products. However, the Company believes that the foregoing
measures afford only limited protection. Despite the Company's efforts to
protect its proprietary rights, unauthorized parties may attempt to copy
aspects of the Company's products or to obtain and use information that the
Company regards as proprietary. Policing unauthorized use of the Company's
products is difficult, and while the Company is unable to determine the extent
to which piracy of its software products exist, software piracy can be expected
to be a problem. In addition, the laws of some foreign countries do not
protect the Company's proprietary rights to as great an extent as the laws of
the United States. Furthermore, there can be no assurance that the Company's
competitors will not independently develop technology similar to that of the
Company. The Company may increasingly be subject to claims of intellectual
property infringement as the number of products and competitors in the
Company's industry segment grows and the functionality of products in different
industry segments overlaps. Although the Company is not aware that any of its
products infringes upon the proprietary rights of third parties, there can be
no assurance that third parties will not claim infringement by the Company with
respect to current or future products. Any such claims, with or without merit,
could be time-consuming, result in costly litigation, cause product shipment
delays or require the Company to enter into royalty or licensing agreements.
Such royalty or licensing agreements, if required, may not be available on
terms acceptable to the Company or at all, which could have a material adverse
effect upon the Company's business, operating results and financial condition.
The Company has in the past and may in the future resell certain
software which it licenses from third parties. There can be no assurance that
these third party software licenses will continue to be available to the
Company on commercially reasonable terms. The loss of or inability to maintain
any of these software licenses could result in delays or reductions in product
shipments until equivalent software could be identified, licensed and
integrated, which could adversely affect the Company's business, operating
results and financial condition.
INTERNATIONAL OPERATIONS AND CURRENCY FLUCTUATIONS
The Company derived approximately 9%, 7% and 23% of its total revenues
from customers located outside of the United States in 1994, 1995 and 1996,
respectively. The Company believes that continued growth and profitability
will require expansion of its sales in international markets. In order to
successfully expand international sales, the Company must establish additional
foreign operations and hire additional personnel. International expansion of
the Company's operations has required, and will continue to require, the
Company to translate its software and manuals into foreign languages. To date,
the Company has translated its software into Asian, European and Latin American
languages. To the extent that the Company is unable to expand its
international operations or translate its software and manuals into foreign
languages in a timely manner, it is likely to adversely impact the Company's
operating results. In addition, even if international operations are
successfully expanded, there can be no assurance that the Company will be able
to maintain or increase international market demand for its products.
The Company's international operations are subject to risks inherent
in international business activities, including, in particular, management of
an organization spread over various countries, longer accounts receivable
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payment cycles in certain countries, compliance with a variety of foreign laws
and regulations, unexpected changes in regulatory requirements, overlap of
different tax structures, foreign currency exchange rate fluctuations and
general economic conditions. To date, the Company's revenues from
international operations have primarily been denominated in United States
dollars. However, to the extent significant sales have been in the past or are
in the future denominated in foreign currencies, the Company has implemented
and intends in the future to implement hedging programs to mitigate its
exposure to foreign currency fluctuations. As a result of the continued
expansion of the Company's international operations, the fluctuations in the
value of foreign currencies in which the Company conducts its business have
caused and will continue to cause currency transaction gains and losses. To
date, currency transaction gains and losses have not been material. However,
due to the number of foreign currencies involved, the constantly changing
currency exposures and volatility of currency exchange rates, the Company
cannot predict the effect of exchange rate fluctuations upon future operating
results. Other risks associated with international operations include import
and export licensing requirements, trade restrictions and changes in tariff
rates.
PRODUCT LIABILITY
While the Company's license agreements with its customers typically
contain provisions designed to limit the Company's exposure to potential
product liability claims, it is possible that such limitation of liability
provisions may not be effective under the laws of certain jurisdictions.
Although the Company has not experienced any product liability claims to date,
there can be no assurance that the Company will not be subject to such claims
in the future. A successful product liability claim brought against the
Company could have a material adverse effect on the Company's business,
operating results and financial condition. Moreover, defending such a suit,
regardless of its merits, could entail substantial expense and require the time
and attention of key management personnel, either of which could have a
material adverse effect on the Company's business, operating results and
financial condition.
POSSIBLE VOLATILITY OF MARKET PRICE
The market price of the Common Stock may be significantly affected by
factors such as quarterly variations in the Company's results of operations,
the announcement of new products or product enhancements by the Company or its
competitors, technological innovations by the Company or its competitors, and
general market conditions or market conditions specific to particular
industries. In particular, the stock prices for many companies in the
technology and emerging growth sectors have experienced wide fluctuations which
have often been unrelated to the operating performance of such companies. Such
fluctuations may adversely affect the market price of the Common Stock.
CONTROL BY MANAGEMENT
Sanjiv S. Sidhu, the Company's Chairman and Chief Executive Officer,
and Kanna ("Ken") N. Sharma, the Company's Vice Chairman and Executive Vice
President, beneficially own approximately 54.6% and 12.8%, respectively, of the
Company's outstanding Common Stock. Consequently, Messrs. Sidhu and Sharma
(and Mr. Sidhu in particular) are able to control the outcome of all matters
submitted for stockholder action, including the election of members to the
Company's Board of Directors and the approval of significant change in control
transactions, and effectively control the management and affairs of the
Company, which may have the effect of delaying or preventing a change in
control of the Company.
ANTI-TAKEOVER PROVISIONS
The Company's Certificate of Incorporation, as amended (the
"Charter"), and Bylaws, as amended (the "Bylaws"), contain certain provisions
that may have the effect of discouraging, delaying or preventing a change in
control of the Company or unsolicited acquisition proposals that a stockholder
might consider favorable, including provisions: authorizing the issuance of
"blank check" preferred stock; providing for a Board of Directors with
staggered, three-year terms; requiring super-majority voting to effect certain
amendments to the Charter and Bylaws; limiting the persons who may call special
meetings of stockholders; prohibiting stockholder action by written consent;
and establishing advance notice requirements for nominations for election to
the Board of Directors or for proposing matters that can be acted upon at
stockholder meetings. Certain provisions of Delaware law and the Company's
stock option plans may also have the effect of discouraging, delaying or
preventing a change in control of the Company or unsolicited acquisition
proposals.
6
<PAGE> 8
RECENT DEVELOPMENTS
In May 1997, the Company acquired Think Systems Corporation by the
statutory merger (the "Think Merger") of a wholly owned subsidiary of the
Company with and into Think. A total of 3,823,337 shares of Common Stock are
issuable to the former Think stockholders and optionholders in exchange for the
acquisition by the Company of all outstanding Think capital stock and all
unexpired and unexercised options to acquire Think capital stock. In
connection with the Think Merger, Sandeep ("Sandy") R. Tungare, a former
principal stockholder, executive officer and director of Think, was elected to
the Company's Board of Directors. Think provides premium demand chain
solutions, including an integrated line of flexible, client/server-based
software applications, for sales, marketing and logistics departments
representing a variety of industries, including consumer packaged goods, high
technology, pharmaceutical, apparel, paper, automotive and other product-driven
specializations.
In connection with the Think Merger, in May 1997 the Company entered
into an agreement to acquire all of the outstanding capital stock of Think
Systems Private, Ltd., an Indian corporation controlled by the former principal
stockholders of Think, in exchange for approximately 36,000 shares of Common
Stock. The acquisition of Think Systems Private, Ltd. is subject to a number
of conditions, including requisite Indian regulatory approval.
Also in May 1997, the Company acquired Optimax Systems Corporation by
the statutory merger (the "Optimax Merger") of a wholly owned subsidiary of the
Company with and into Optimax. A total of 1,372,618 shares of Common Stock are
issuable to the former Optimax stockholders and optionholders in exchange for
the acquisition by the Company of all outstanding Optimax capital stock and all
unexpired and unexercised options to acquire Optimax capital stock. Optimax
develops, markets and implements supply chain planning and scheduling software
for customer-driven, make-to-order manufacturing.
The Company expects to incur approximately $5.3 million in certain
expenses related to these transactions. These costs include, among other
things, investment banking, legal and accounting fees and expenses. The Company
anticipates that these expenses will be recorded in the second quarter of 1997.
Each merger is intended to qualify as a tax-free reorganization under
the Internal Revenue Code and has been accounted for as a "pooling of
interests." The Company granted certain registration rights to all of the
former stockholders of Optimax and Think with respect to the shares issued in
each merger.
SELLING STOCKHOLDERS
This Prospectus relates to the sale by the Selling Stockholders named
below from time to time of up to 632,955 shares of Common Stock. The Shares
were acquired by the Selling Stockholders in connection with the Optimax
Merger. The Shares are being registered by the Company pursuant to a
Registration Rights Agreement entered into by and among the Company and the
Selling Stockholders as a condition to the Optimax Merger. See "Recent
Developments."
The following table provides certain information with respect to the
number of shares of Common Stock currently owned, offered hereby and to be
owned by the Selling Stockholders after this offering assuming all offered
shares are sold in this offering.
7
<PAGE> 9
<TABLE>
<CAPTION>
NUMBER OF SHARES NUMBER OF
OWNED NUMBER OF SHARES TO BE
BEFORE THE SHARES BEING OWNED AFTER
NAME OF SELLING STOCKHOLDER OFFERING OFFERED (1) THE OFFERING
--------------------------- -------- -------- ------------
<S> <C> <C> <C>
Gilbert P. Syswerda . . . . . . . . . . . . . . . 344,816 172,408 172,408
Jeffrey C. Herrmann . . . . . . . . . . . . . . . 258,612 129,306 129,306
Jeffrey J. Palmucci . . . . . . . . . . . . . . . 258,612 129,306 129,306
BBN Corporation. . . . . . . . . . . . . . . . . 152,124 76,062 76,062
The Venture Capital Fund of
New England III, L.P.(2). . . . . . . . . . . 103,444 51,722 51,722
Solstice Capital Limited Partnership (3). . . . . 53,750 26,875 26,875
Sigmund E. Herzstein . . . . . . . . . . . . . . 35,495 17,747 17,748
Amram Rasiel . . . . . . . . . . . . . . . . . . 15,212 7,606 7,606
Michael Mark . . . . . . . . . . . . . . . . . . 10,141 5,070 5,071
Richard N. Spann . . . . . . . . . . . . . . . . 10,141 5,070 5,071
S. Zelda Gamzu . . . . . . . . . . . . . . . . . 10,141 5,070 5,071
Varney Hintlian. . . . . . . . . . . . . . . . . 10,141 5,070 5,071
James Goodwin . . . . . . . . . . . . . . . . . . 2,367 1,183 1,184
Jason R. Wilcox . . . . . . . . . . . . . . . . . 526 263 263
Jim Mackin . . . . . . . . . . . . . . . . . . . 394 197 197
- ---------------------------
</TABLE>
(1) There is no assurance that the Selling Stockholders will sell any or
all of the offered Shares.
(2) The sole general partner of such stockholder is F H & Co III, LP ("F H
& Co"). The general partners of F H & Co are Harry J. Healer, Jr.,
Richard A. Farrell, William C. Mills and Kevin J. Dougherty. No
limited partner of such stockholder acts as a general partner of or
has control over such stockholder. The terms of the partnership
agreements of such stockholder and F H & Co give the general partners
of such stockholder control over F H & Co and, ultimately, such
stockholder.
(3) The sole general partner of such stockholder is Solstice Capital G.P.
Limited Partnership ("Solstice G.P."). The general partners of
Solstice G.P. are Harry A. George and Henry W. Newman. No limited
partner, other than Harry A. George and Henry W. Newman, of such
stockholder acts as a general partner of or has control over such
stockholder. The terms of the partnership agreements of such
stockholder and Solstice G.P. give the general partners of Solstice
G.P. control over Solstice G.P. and, ultimately, such stockholder.
8
<PAGE> 10
PLAN OF DISTRIBUTION
The Company will receive no proceeds from this offering. The Shares
offered hereby may be sold by the Selling Stockholders from time to time in
transactions in the over-the-counter market, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. The Selling Stockholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders and/or the purchasers of the Shares
for whom such broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions).
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Selling Stockholders and any broker-dealers or agents that
participate with the Selling Stockholders in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of the Securities Act, and any
commissions received by them and any profit on the resale of the Shares
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the Shares may not simultaneously engage
in market making activities with respect to the Common Stock of the Company
during a period beginning one or five business days prior to the commencement of
such distribution. In addition and without limiting the foregoing, each Selling
Stockholder will be subject to applicable provisions of the Exchange Act and the
rules and regulations thereunder, including, without limitation, Rule 102, which
provisions may limit the timing of purchases and sales of shares of Common Stock
by the Selling Stockholders.
The Company has agreed to pay all costs and expenses incurred in
connection with the registration under the Securities Act of the Shares,
including, without limitation, all registration and filing fees, printing
expenses and fees and disbursements of counsel and accountants for the Company.
The Selling Stockholders will pay any brokerage fees and commissions, fees and
disbursements of legal counsel for the Selling Stockholders and stock transfer
and other taxes attributable to the sale of the Shares. The Company also has
agreed to indemnify each of the Selling Stockholders and their respective
officers and directors and each person who controls (within the meaning of the
Securities Act) such Selling Stockholder against certain losses, claims,
damages and expenses arising under the securities laws in connection with this
offering. Each of the Selling Stockholders has agreed to indemnify the
Company, its officers, directors and each person who controls (within the
meaning of the Securities Act) the Company against other losses, claims,
damages and expenses arising under the securities laws in connection with this
offering with respect to written information furnished to the Company by such
Selling Stockholder.
There is no assurance that the Selling Stockholders will sell any or
all of the Shares.
LEGAL MATTERS
The legality of the securities offered hereby will be passed upon for
the Company by Brobeck, Phleger & Harrison LLP, Austin, Texas.
EXPERTS
The consolidated financial statements of i2 Technologies, Inc.
included in the Company's Annual Report ("Form 10-K") for the year ended
December 31, 1996, and the supplemental consolidated financial statements of
the Company included in the Company's Current Report on Form 8-K dated June 12,
1997, have been audited by Ernst & Young LLP, independent auditors, as set
forth in their reports thereon included therein and incorporated herein by
reference. Such consolidated financial statements are incorporated herein by
reference in reliance upon such reports given upon the authority of such firm
as experts in accounting and auditing.
9
<PAGE> 11
===============================================================================
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY SELLING STOCKHOLDER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER
TO BUY ANY OF THE SECURITIES IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO
WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. THE DELIVERY OF THIS
PROSPECTUS AT ANY TIME DOES NOT IMPLY THAT THE INFORMATION CONTAINED OR
INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
---------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information . . . . . . . . . . . . . 2
Documents Incorporated by Reference . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . 3
Recent Developments . . . . . . . . . . . . . . 7
Selling Stockholders . . . . . . . . . . . . . 7
Plan of Distribution . . . . . . . . . . . . . 8
Legal Matters . . . . . . . . . . . . . . . . . 9
Experts . . . . . . . . . . . . . . . . . . . . 9
</TABLE>
===============================================================================
===============================================================================
632,955 SHARES
i2 TECHNOLOGIES, INC.
COMMON STOCK
[LOGO]
---------------------------
, 1997
---------------------------
===============================================================================
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
All capitalized terms used and not defined in Part II of this
Registration Statement shall have the meanings assigned to them in the
Prospectus which forms a part of this Registration Statement.
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses, payable by the
registrant connection with the registration of the Shares under the Securities
Act. All amounts are estimates except the Commission registration fee.
<TABLE>
<S> <C>
Commission registration fee . . . . . . . $ 6,126
Legal fees and expenses . . . . . . . . . 10,000
Accounting fees and expenses . . . . . . . 40,000
Miscellaneous . . . . . . . . . . . . . . 3,000
---------
Total . . . . . . . . . . . . . . $ 59,126
=========
</TABLE>
ITEM 15. 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 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.
II-1
<PAGE> 13
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 executive officers.
The registrant maintains $15,000,000 of officers' and directors'
liability insurance.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
NO. DESCRIPTION
--- -----------
<S> <C>
2.1 Agreement and Plan of Merger, dated May 15, 1997, by and among
the registrant, OSC Acquisition Corporation and Optimax
Systems Corporation (filed as Exhibit 2.2 to the registrant's
Current Report on Form 8-K dated May 15, 1997 and incorporated
herein by reference).
4.1 Specimen certificate representing shares of Common Stock
(filed as Exhibit 4.1 to the registrant's Registration
Statement on Form S-1 (Reg. No. 333-1752) and incorporated
herein by reference).
5.1 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in the
Opinion filed as Exhibit 5.1).
24.1 A power of attorney pursuant to which amendments to this
Registration Statement may be filed (included on the signature
page contained in Part II of this Registration Statement).
</TABLE>
II-2
<PAGE> 14
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which it offers or
sales are being made, a post-effective amendment to this Registration
Statement to:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities 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.
(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 offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act), that is
incorporated by reference in 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the Delaware General Corporation Law, the Charter
or the Bylaws of the registrant, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities 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 of
whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE> 15
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-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Irving, State of Texas,
on this 16th day of June, 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 each individual whose
signature appears below constitutes and appoints Sanjiv S. Sidhu and David F.
Cary, and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution, for him and in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to sign any registration
statement for the same offering covered by this Registration Statement that is
to be effective upon filing pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, and all post-effective amendments thereto, and to file
the same, with all exhibits thereto and all documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-
fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Sanjiv S. Sidhu Chairman of the Board and Chief Executive June 16, 1997
------------------------------ Officer (Principal executive officer)
Sanjiv S. Sidhu
/s/ Kanna N. Sharma Vice Chairman of the Board, Executive Vice June 16, 1997
------------------------------ President and Secretary
Kanna N. Sharma
/s/ David F. Cary Vice President and Chief Financial Officer June 16, 1997
------------------------------ (Principal financial and accounting officer)
David F. Cary
/s/ Harvey B. Cash Director June 16, 1997
------------------------------
Harvey B. Cash
/s/ Thomas J. Meredith Director June 16, 1997
------------------------------
Thomas J. Meredith
/s/ Sandeep R. Tungare Director June 16, 1997
------------------------------
Sandeep R. Tungare
</TABLE>
II-4
<PAGE> 16
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
NO. DESCRIPTION
- --- -----------
<S> <C>
2.1 Agreement and Plan of Merger, dated May 15, 1997, by and among the
registrant, OSC Acquisition Corporation and Optimax Systems Corporation
(filed as Exhibit 2.2 to the registrant's Current Report on Form 8-K
dated May 15, 1997 and incorporated herein by reference).
4.1 Specimen certificate representing shares of Common Stock (filed as
Exhibit 4.1 to the registrant's Registration Statement on Form S-1
(Reg. No. 333-1752) and incorporated herein by reference).
5.1 Opinion of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP (included in the Opinion
filed as Exhibit 5.1).
24.1 A power of attorney pursuant to which amendments to this Registration
Statement may be filed (included on the signature page contained in
Part II of this Registration Statement).
</TABLE>
II-5
<PAGE> 1
EXHIBIT 5.1
[LETTER HEAD OF BROBECK, PHLEGER & HARRISON]
June 13, 1997
Board of Directors
i2 Technologies, Inc.
909 E. Las Colinas Blvd.
16th Floor
Irving, Texas 75039
Re: Registration Statement on Form S-3
Gentlemen:
We have examined the Registration Statement on Form S-3 (the
"Registration Statement") of i2 Technologies, Inc. (the "Company"), relating
to the registration under the Securities Act of 1933, as amended, of up to
632,955 shares of the Company's Common Stock (the "Shares"). As your counsel,
we have examined the proceedings taken by you in connection with the issuance
and sale of the Shares.
It is our opinion that the Shares are legally and validly issued, fully
paid and nonassessable.
We consent to the use of this opinion as an exhibit to said Registration
Statement, and further consent to the use of our name wherever appearing in
said Registration Statement, including the prospectus constituting a part
thereof, and in any amendment or supplement thereto.
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 reference to our firm under the caption Experts in the
Registration Statement (Form S-3) and related Prospectus of i2 Technologies,
Inc. for the registration of 632,955 shares of its common stock and to the
incorporation by reference therein of our report dated January 18, 1997, with
respect to the consolidated financial statements of i2 Technologies, Inc.
included in its Annual Report on Form 10-K for the year ended December 31, 1996
and our report dated June 12, 1997, with respect to the supplemental
consolidated financial statements of i2 Technologies, Inc. included in its
Current Report on Form 8-K dated June 12, 1997, filed with the Securities and
Exchange Commission.
ERNST & YOUNG LLP
Dallas, Texas
June 12, 1997
