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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 15, 1999
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i2 Technologies, Inc.
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(Exact Name of Registrant as Specified in Charter)
<TABLE>
<S> <C> <C>
Delaware 000-28030 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
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(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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 15, 1999, i2 Technologies, Inc., a Delaware corporation ("i2"),
completed the acquisition of Sales Marketing Administration Research Tracking
Technologies, Inc., a Delaware corporation ("SMART"), pursuant to an Agreement
and Plan of Merger and Reorganization, dated May 12, 1999 (the "Merger
Agreement"), by and among i2, Intelligent Acquisition Corp, a Delaware
corporation and wholly owned subsidiary of i2 ("IAC"), and SMART.
IAC merged with and into SMART (the "Merger"), with SMART surviving the
Merger as a wholly owned subsidiary of i2, effective as of July 15, 1999. Each
share of SMART common stock (including shares of SMART common stock issued upon
conversion of outstanding shares of SMART preferred stock) was converted into
the right to receive 0.075081 of a share of i2 common stock. The conversion
ratio was determined pursuant to the terms of the Merger Agreement, which were
the result of arm's-length negotiations.
Up to 2,141,603 shares of i2 common stock are issuable in exchange for
the outstanding shares of SMART capital stock and upon exercise of outstanding
options and warrants to acquire SMART capital stock assumed by i2 pursuant to
the terms of the Merger Agreement, of which 84,032 shares have been placed into
escrow for a period of twelve months to secure indemnification obligations
pursuant to the Merger Agreement.
SMART develops software applications that help companies use the World
Wide Web to build and extend relationships with customers, partners and
suppliers. i2 intends to continue such business.
The shares issued to stockholders of SMART were issued pursuant to a
registration statement on Form S-4 previously filed with the Securities and
Exchange Commission (Registration No. 333-79681).
Immediately prior to the Merger, all of the issued and outstanding
shares of capital stock of SMART were owned by the stockholders of SMART. i2 is
not aware of any pre-existing material relationship between such stockholders
and i2, or between such stockholders and i2's affiliates, directors or officers,
or any associate of any such director or officer.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired. Previously
reported. Additional requisite financial statements, if any,
will be filed by amendment to this Current Report on Form 8-K
within 60 days after the date that this initial report on Form
8-K must be filed.
(b) Pro Forma Financial Information. Previously reported.
Additional requisite financial information, if any, will be
filed by amendment to this Current Report on Form 8-K within
60 days after the date that this initial report on Form 8-K
must be filed.
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(c) Exhibits.
2.1 - Agreement and Plan of Merger and Reorganization,
dated May 12, 1999, by and among i2
Technologies, Inc., Intelligent Acquisition
Corp. and Sales Marketing Administration
Research Tracking Technologies, Inc. (included
as Appendix A to i2's Registration Statement on
Form S-4 (Registration No. 333-79681) and
incorporated herein by reference)
99.1 - Press Release of i2 dated July 15, 1999
(announcing the completion of the Merger)
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.
Dated: July 29, 1999
I2 TECHNOLOGIES, INC.
By: /s/ WILLIAM M. BEECHER
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William M. Beecher
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number
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2.1 Agreement and Plan of Merger and Reorganization, dated May 12, 1999, by
and among i2 Technologies, Inc., Intelligent Acquisition Corp. and
Sales Marketing Administration Research Tracking Technologies, Inc.
(included as Appendix A to i2's Registration Statement on Form S-4
(Registration No. 333-79681) and incorporated herein by reference)
99.1 Press Release of i2 dated July 15, 1999 (announcing the completion of
the Merger)
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EXHIBIT 99.1
i2 TECHNOLOGIES COMPLETES ACQUISITION OF SMART TECHNOLOGIES
ACQUISITION STRENGTHENS i2'S SOLUTIONS FOR INTELLIGENT eBUSINESS
DALLAS, July 15 /PRNewswire/ -- i2 Technologies, Inc. (Nasdaq: ITWO - news)
today announced that it completed its acquisition of SMART Technologies, a
leading developer of Internet-based customer relationship management solutions.
Consistent with the terms of the agreement first announced on May 12, 1999, i2
acquired all of the capital stock and outstanding options of SMART Technologies
in exchange for approximately 2.1 million shares of i2 Technologies common
stock. The transaction was accounted for as a pooling of interests. Legal,
accounting and other fees related to the transaction are expected to total
approximately $2.0 million, which will be recorded in the third quarter ending
September 30, 1999.
The acquisition enhances i2's eBPO product portfolio, designed to optimize every
level of eBusiness for companies leveraging the Internet. With the added
capabilities from SMART, i2 will uniquely combine intelligent customer-facing
solutions with intelligent fulfillment planning to deliver greater value to its
customers.
Cautionary Language:
This release includes forward-looking statements with respect to completing
acquisitions, developing new and enhanced products, and certain other matters.
These statements are made under the ``safe harbor'' provisions of the Private
Securities Litigation Reform Act of 1995 and involve risks and uncertainties
which could cause actual results to differ materially from those in the
forward-looking statements. These risks and uncertainties include but are not
limited to the following: delays in the development of products, the rate of
adoption of new technology, competitive product introductions, pricing and
marketing programs, as well as risks concerning future technology and other
factors identified in the Company's Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, Registration Statement on Form S-4 dated June 23, 1999,
and other filings by i2 with the Securities and Exchange Commission.
About i2 Technologies:
i2 is the world's leading provider of supply chain management and 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 2,400 employees and maintains offices worldwide. For additional
information, visit i2 on the web at http://www.i2.com or attend PLANET 99 in Las
Vegas, October 10-13, http://planet.i2.com.
o Contact:
o Angela Schwecke Brent Anderson
o Public Relations Investor Relations
o i2 Technologies, Inc. i2 Technologies, Inc.
o 214-860-6076 214-860-6012
o [email protected] [email protected]
RHYTHM and i2 are registered trademarks of i2 Technologies, Inc.
SOURCE: i2 Technologies, Inc.
