I2 TECHNOLOGIES INC
8-K, 1999-03-01
PREPACKAGED SOFTWARE
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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): FEBRUARY 22, 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
                                                --------------------------------


- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)

<PAGE>   2

ITEM 5. OTHER EVENTS.

        Filed as an exhibit hereto is the registrant's press release, dated 
February 22, 1999, announcing that the registrant intends to withdraw its 
previously announced convertible subordinated note offering.

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

        (c) Exhibits.

            99.1 Press release dated February 22, 1999.


                                      -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: February 26, 1999            By:  /s/ DAVID F. CARY
                                      ------------------------------------------
                                                 David F. Cary,
                                                 Chief Financial Officer


                                      -3-
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                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT
NUMBER                        DESCRIPTION
- -------                       -----------
<S>                 <C>
 99.1               Press release dated February 22, 1999.
</TABLE>

<PAGE>   1
                                                                    EXHIBIT 99.1

                                                                   PRESS RELEASE

i2 TECHNOLOGIES WITHDRAWS $200 MILLION 
CONVERTIBLE DEBT OFFERING



IRVING, TX
2/22/99

i2 Technologies, Inc. (Nasdaq: ITWO) today announced their decision not to 
proceed with the previously announced intention to offer up to $200 million in 
convertible subordinated debt, due to the recent softness in equity markets 
impacting the conversion price of the offering.

"We did not need the cash immediately so we felt no pressure to consummate the 
offering," said Sanjiv Sidhu, CEO of i2 Technologies. "The offering was 
oversubscribed but technology stocks weakened after we announced it. We 
therefore felt it was best not to execute the offering at this time. We remain 
committed to our strategy of market leadership and growth."

Cautionary Language

This press release contains forward-looking statements that involve risks and 
uncertainties, including statements regarding the Company's future growth or 
results. Among the important factors which could cause actual results to differ 
materially from those in the forward-looking statements are competition, market 
demand, technological change, recent acquisitions, international operations and 
general economic conditions. For additional discussion of factors, which could 
impact the Company's financial results, please refer to the Company's Form 10-K 
filed with the SEC on February 3, 1999.

About i2 Technologies:

Founded in 1988, i2 provides electronic business process optimization (eBPO)
solutions for various industries including aerospace and defense; automotive and
industrial; chemical, oil and, gas; consumer goods and retail; high tech and
electronics; metals; paper; pharmaceutical; semiconductor; and textiles, apparel
and footwear. i2's eBPO solutions provide necessary elements for competitive
success into the new millennium -- forward visibility, collaboration with
suppliers and customers, and rapid response -- to high-velocity enterprises of
all sizes. i2 Technologies' vision is to add $50 billion of value in growth and
savings for its customers by the year 2005. i2 is headquartered in Irving, TX,
has over 2,300 employees, and maintains offices worldwide. For additional
information, visit i2 on the web at http://www.i2.com. Contact: Angela Schwecke
- -- Public Relations -- i2 Technologies, Inc. -- 214-860-6076 --
[email protected]

Brent Anderson -- Investor Relations -- i2 Technologies, Inc. -- 214-860-6012 
- -- [email protected]

RHYTHM, PLANET and i2 are registered trademarks of i2 Technologies, Inc. 
(c)Copyright 1999, i2 Technologies, Inc.

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