I2 TECHNOLOGIES INC
8-K, 1999-11-30
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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):  November 30, 1999

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


         Delaware                     0-28030                    75-2294945
- ----------------------------     ------------------         ------------------
(State or other jurisdiction        (Commission               (IRS Employer
     of incorporation)              File Number)            Identification No.)

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


ITEM 5. OTHER EVENTS.

         Filed as an exhibit hereto is the registrant's press release, dated
November 30, 1999, announcing that the registrant intends to raise
approximately $150 million (excluding any over-allotments) through a private
offering of convertible subordinated notes.

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

         (c) Exhibits

             99.1 Press release dated November 30, 1999.



                                                                          Page 1
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                                   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: November 30, 1999                   By: /s/  WILLIAM M. BEECHER
                                               ------------------------------
                                               William M. Beecher
                                               Chief Financial Officer






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                                 EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT
NUMBER                   DESCRIPTION
- -------                  -----------
<S>                      <C>
 99.1                    Press release dated November 30, 1999.
</TABLE>

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================================================================================
TUESDAY NOVEMBER 30, 9:44 AM EASTERN TIME

COMPANY PRESS RELEASE

SOURCE: i2 Technologies, Inc.

i2 TECHNOLOGIES ANNOUNCES PRIVATE OFFERING OF CONVERTIBLE NOTES

DALLAS, Nov. 30/PRNewswire/ -- i2 Technologies, Inc. (Nasdaq: ITWO - news) today
announced that it intends to raise approximately $150 million (excluding
proceeds of the over-allotment option, if any) through a private offering of
convertible subordinated notes to qualified institutional investors. The
offering and specific terms of the notes will be determined by market
conditions.

The proceeds of the anticipated offering will be used for working capital and
other general corporate purposes, including financing the company's growth. The
company also desires the flexibility to acquire complementary businesses,
products and technologies, although none are targeted at this time.

This news release does not constitute an offer to sell or the solicitation of
an offer to buy the securities. Any offers of these securities will be made
only by a private offering memorandum. The securities to be offered will not be
registered under the Securities Act of 1933, as amended, or applicable state
securities laws, and may not be offered or sold in the United States absent
registration under the Securities Act and applicable state securities laws or
available exemptions from the registration requirements.

About i2:

i2 is the leading global provider of intelligent eBusiness solutions. Founded
in 1988, i2's vision is to add $50 billion of value for its customers by the
year 2005. i2 is headquartered in Dallas, TX, has approximately 2,700 employees
and maintains offices worldwide. For additional information, visit i2 on the
Web at http://www.i2.com.

     Contact:
     Brent Anderson                Andrew Kahl
     i2 Technologies, Inc.         i2 Technologies, Inc.
     (214) 860-6012                (214) 860-6167
     [email protected]         [email protected]


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