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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 1998
REGISTRATION NO. 333-38579
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 2
TO
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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<C> <C> <C>
DELAWARE 7372 75-2294945
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or organization) Classification Code Number) Identification Number)
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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) 860-6373
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
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CARMELO M. GORDIAN, P.C. KENNETH M. SIEGEL, ESQ.
S. MICHAEL DUNN, P.C. N. ANTHONY JEFFRIES, ESQ.
RONALD G. SKLOSS, ESQ. WILSON SONSINI GOODRICH & ROSATI,
BROBECK, PHLEGER & HARRISON LLP PROFESSIONAL CORPORATION
301 CONGRESS AVENUE, SUITE 1200 650 PAGE MILL ROAD
AUSTIN, TEXAS 78701 PALO ALTO, CALIFORNIA 94304
(512) 477-5495 (650) 493-9300
TELECOPY: (512) 477-5813 TELECOPY: (650) 493-6811
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. [ ]
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(c)
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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EXPLANATORY NOTE
This Post-Effective Amendment No. 2 is filed for the purpose of removing
from registration (i) the 750,000 shares of Common Stock previously indicated as
issuable upon the exercise of an over-allotment option granted to the
Underwriters (which over-allotment option was not exercised) and (ii) 2,000,000
shares of Common Stock previously indicated as issuable under the concurrent
United States and international offerings (which offerings were reduced from a
total of 5,000,000 shares of Common Stock to a total of 3,000,000 shares of
Common Stock).
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
All capitalized terms used and not defined in Part II of this Registration
Statement shall have the meaning 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, other than
underwriting discounts and commissions, payable by the registrant in connection
with the sale of Common Stock being registered. All amounts are estimates except
the Commission registration fee and the NASD filing fees.
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Commission registration fee................................. $ 85,053
NASD Filing fee............................................. 28,568
Nasdaq National Market listing fee.......................... 17,500
Printing expenses........................................... 150,000
Legal fees and expenses..................................... 50,000
Accounting fees and expenses................................ 50,000
Miscellaneous............................................... 18,879
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Total............................................. $400,000
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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.
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
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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 officers' and directors' liability insurance.
ITEM 16. EXHIBITS.
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NO. DESCRIPTION
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1.1* -- Form of U.S. Underwriting Agreement.
1.2* -- Form of International Underwriting Agreement.
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).
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* Previously filed.
ITEM 17. UNDERTAKINGS.
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, that is incorporated by reference in this Registration Statement
shall be
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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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
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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
Post-Effective Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Irving,
State of Texas, on this 28th day of January, 1998.
i2 TECHNOLOGIES, INC.
By: /s/ DAVID F. CARY
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David F. Cary
Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated:
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NAME TITLE DATE
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SANJIV S. SIDHU* Chairman of the Board and January 28, 1998
- ----------------------------------------------------- Chief Executive Officer
Sanjiv S. Sidhu (Principal executive officer)
KANNA N. SHARMA* Vice Chairman of the Board, January 28, 1998
- ----------------------------------------------------- Executive Vice President and
Kanna N. Sharma Secretary
SANDEEP R. TUNGARE* Director and President, January 28, 1998
- ----------------------------------------------------- Demand Management
Sandeep R. Tungare
/s/ DAVID F. CARY Vice President and Chief January 28, 1998
- ----------------------------------------------------- Financial Officer (Principal
David F. Cary financial and accounting
officer)
HARVEY B. CASH* Director January 28, 1998
- -----------------------------------------------------
Harvey B. Cash
THOMAS J. MEREDITH* Director January 28, 1998
- -----------------------------------------------------
Thomas J. Meredith
*By: /s/ DAVID F. CARY
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David F. Cary
Attorney-in-Fact
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