I2 TECHNOLOGIES INC
8-K, 1997-12-05
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                          ___________________________

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                        Securities Exchange Act of 1934




Date of Report (Date of earliest event reported):   December 5, 1997
                                                  ------------------------

                            i2 TECHNOLOGIES, INC.
               --------------------------------------------------
               (Exact name of registrant as specified in charter)


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<S>                                                <C>                                    <C>
         Delaware                                   0-28030                                   75-2294945                
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(State or other jurisdiction                       (Commission                               (IRS Employer
   of incorporation)                               File Number)                           Identification No.)
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909 E. Las Colinas Blvd., 16th Floor, Irving, Texas              75039      
- --------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)


Company's telephone number, including area code:   (214) 860-6000
                                                 ------------------------------



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         (Former name or former address, if changed since last report.)
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ITEM  5.         OTHER EVENTS.

         Filed as an exhibit hereto is the registrant's press release, dated
December 5, 1997, announcing the pricing of a public offering of 3,000,000
shares of its common stock.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

                 (c)      Exhibits.

                          99.1   Press release dated December 5, 1997.





                                      -2-
<PAGE>   3
                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                  i2 TECHNOLOGIES, INC.
                                  
                                  
                                  
Dated:  December 5, 1997          By: /s/  DAVID F. CARY,
                                      ----------------------------------------
                                      David F. Cary,
                                      Vice President and
                                      Chief Financial Officer





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                              INDEX TO EXHIBITS



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EXHIBIT NUMBER           DESCRIPTION
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<C>                      <S>
    99.1                 Press release dated December 5, 1997.

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[i2 TECHNOLOGIES LOGO]                                                    [LOGO]


                                                                   PRESS RELEASE


                  FOR IMMEDIATE RELEASE


                  i2 TECHNOLOGIES PRICES SECONDARY OFFERING
                  OF 3,000,000 SHARES OF COMMON STOCK

                  IRVING, TEXAS
                  December 5, 1997

                  i2 Technologies, Inc. (NASDAQ: ITWO), today announced the
                  pricing of its secondary public offering for the sale of
                  2,000,000 shares of common stock by the Company, and
                  1,000,000 shares by certain shareholders, at $46.50 per
                  share. The Company will receive net proceeds from the
                  offering of approximately $89.6 million, to be used for
                  working capital and general corporate purposes. The lead
                  manager for the offering was Goldman, Sachs & Co., and
                  co-managers were Deutsche Morgan Grenfell Inc., Hambrecht &
                  Quist LLC, and UBS Securities LLC.

                  Sanjiv Sidhu, chairman and chief executive officer,
                  commented, "We are very pleased to have been able to complete
                  this offering after a fairly volatile period in the stock
                  market. We were able to increase the float and liquidity for
                  our shareholders, and secure additional capital to enable
                  continued development of products that will benefit our
                  customers."

                  Founded in 1988, i2 Technologies is a leading provider of
                  client/server-based decision support software products for
                  supply chain management and related applications for a
                  variety of industries, including consumer packaged goods,
                  automotive, metals, high tech and electronics. i2
                  Technologies, Inc. is based in Irving, Texas, has
                  approximately 1,000 employees and maintains offices
                  worldwide.

                  Copies of the prospectus related to the offering may be
                  obtained from the offices of Goldman, Sachs & Co., Prospectus
                  Department, 85 Broad Street, New York, New York, 10004.

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                  CONTACT:
             <S>                                                    <C>
                  Joan Geoghegan                        Brent Anderson
                  Geoghegan Associates PR               i2 Technologies, Inc.
                  617-863-9933                          214-860-6012
                  [email protected]                     [email protected]

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