<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
</TABLE>
i2 Technologies, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
[I2 LOGO]
I2 TECHNOLOGIES, INC.
ONE I2 PLACE
11701 LUNA ROAD
DALLAS, TEXAS 75234
October 31, 2000
Dear Stockholder:
You are cordially invited to attend a special meeting of stockholders of i2
Technologies, Inc., which will be held at the Omni Hotel at Park West, 1590
Lyndon B. Johnson Freeway, Dallas, Texas on Tuesday, November 28, 2000 at 2:00
p.m. (Central Time).
Details of the business to be conducted at this meeting are given in the
attached Notice of Special Meeting of Stockholders and proxy statement.
After careful consideration, our Board of Directors has approved the
proposal set forth in the proxy statement and recommends that you vote for the
proposal.
You may vote your shares by telephone, by the Internet or by signing,
dating and returning the enclosed proxy promptly in the accompanying reply
envelope. Representation of your shares at the meeting is very important.
Accordingly, whether or not you plan to attend the meeting, we urge you to
submit your proxy promptly by one of the methods offered. If you are able to
attend this meeting and wish to change your proxy vote, you may be able to do so
by revoking your proxy and voting in person at the meeting.
We look forward to seeing you at the special meeting.
Sincerely,
[/s/ SANJIV S. SIDHU]
SANJIV S. SIDHU
Chairman of the Board and
Chief Executive Officer
YOUR VOTE IS IMPORTANT
IN ORDER TO ASSURE YOUR REPRESENTATION AT THIS MEETING, YOU ARE REQUESTED
TO VOTE YOUR SHARES BY TELEPHONE, BY THE INTERNET OR BY COMPLETING, SIGNING AND
DATING THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE AND RETURNING IT IN THE
ENCLOSED ENVELOPE. NO POSTAGE NEED BE AFFIXED IF MAILED IN THE UNITED STATES.
<PAGE> 3
i2 TECHNOLOGIES, INC.
ONE i2 PLACE
11701 LUNA ROAD
DALLAS, TEXAS 75234
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 28, 2000
To the Stockholders of i2 Technologies, Inc.:
A Special Meeting of Stockholders of i2 Technologies, Inc. will be held at
the Omni Hotel at Park West, 1590 Lyndon B. Johnson Freeway, Dallas, Texas on
Tuesday, November 28, 2000 at 2:00 p.m. (Central Time) for the following
purposes:
1. To approve an amendment to our Restated Certificate of
Incorporation to increase the number of authorized shares of common stock
from 500,000,000 to 2,000,000,000.
2. To act upon such other business as may properly come before this
meeting or any adjournments thereof.
Only stockholders of record at the close of business on October 19, 2000
are entitled to notice of, and to vote at, this meeting. A list of stockholders
entitled to vote at this meeting will be available for inspection at our
offices. Whether or not you plan to attend this meeting in person, please vote
your shares by telephone, by the Internet or by signing, dating and returning
the enclosed proxy promptly in the accompanying reply envelope. The prompt
submission of your proxy by one of the three methods offered will assist us in
preparing for this meeting.
You may revoke your proxy in the manner described in the accompanying proxy
statement at any time before it has been voted at the meeting. It may be
possible for you to vote in person at the meeting even if you have returned a
proxy. Please review the proxy statement for more information.
By Order of the Board of Directors,
[/s/ ROBERT C. DONOHOO]
Robert C. Donohoo
Secretary
October 31, 2000
<PAGE> 4
i2 TECHNOLOGIES, INC.
ONE I2 PLACE
11701 LUNA ROAD
DALLAS, TEXAS 75234
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PROXY STATEMENT
---------------------
These proxy materials and the enclosed proxy card are being mailed in
connection with the solicitation of proxies by the Board of Directors of i2
Technologies, Inc., a Delaware corporation, for a Special Meeting of
Stockholders to be held on Tuesday, November 28, 2000 at 2:00 p.m. (Central
Time), and at any adjournment or postponement thereof at the Omni Hotel at Park
West, 1590 Lyndon B. Johnson Freeway, Dallas, Texas. These proxy materials will
be mailed to stockholders of record beginning on or about November 3, 2000.
PURPOSE OF MEETING
The specific proposal to be considered and acted upon at this meeting is
summarized in the accompanying Notice of Special Meeting of Stockholders. The
proposal is described in more detail in this proxy statement.
VOTING RIGHTS AND SOLICITATION
The cost of soliciting proxies will be paid by us and may include
reimbursement paid to brokerage firms and others for their expense in forwarding
solicitation materials as well as the expense of preparing, assembling,
photocopying and mailing this proxy statement. Solicitation will be made
primarily through the use of the mail, however, our regular employees may,
without additional remuneration, solicit proxies personally by telephone or the
Internet.
We have fixed October 19, 2000 as the record date for determining those
stockholders who are entitled to notice of, and to vote at, this meeting. At the
close of business on the record date, we had 200,524,660 outstanding shares of
our common stock, par value $.00025 per share. The presence, in person or by
proxy, of the holders of a majority of the shares of our outstanding common
stock entitled to vote is necessary to constitute a quorum at this meeting. Each
of our stockholders is entitled to one vote for each share of our common stock
held by that stockholder as of the record date. If a choice as to the matters
coming before the special meeting has been specified by a stockholder on the
proxy, the shares will be voted accordingly. If no choice is specified on the
returned proxy, the shares will be voted in favor of the approval of the
proposal described in the Notice of Special Meeting and in this proxy statement.
A stockholder executing a proxy pursuant to this solicitation may revoke
his or her proxy at any time prior to its use:
- by delivering to the Secretary of i2 a signed notice of revocation or a
later-dated, signed proxy; or
- by attending the meeting and voting in person.
Attendance at the meeting does not in itself constitute the revocation of a
proxy. In addition, if your shares are held in the name of your broker, bank or
other nominee, you must obtain a proxy, executed in your favor, from the holder
of record to be able to vote in person at the meeting.
Abstentions and broker non-votes (i.e., the submission of a proxy by a
broker or nominee specifically indicating the lack of discretionary authority to
vote on the matter) are counted for purposes of determining the presence or
absence of a quorum for the transaction of business.
As of September 30, 2000, our directors and executive officers beneficially
owned an aggregate of approximately 68,100,000 shares of our common stock, not
including shares of common stock issuable upon
<PAGE> 5
exercise of outstanding stock options, constituting approximately 34.1% of the
shares of common stock outstanding. It is expected that such directors and
executive officers will vote or direct the vote of all shares of our common
stock held or owned by such persons, or over which such persons have voting
control, in favor of the proposal described in this proxy statement.
Nonetheless, the approval of the proposal is not assured.
PROPOSAL
APPROVAL OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION
Our present capital structure authorizes 500,000,000 shares of common stock
and 5,000,000 shares of preferred stock. The Board of Directors believes that
this capital structure is inadequate for our present and future needs.
Therefore, the Board of Directors has approved the amendment of our Restated
Certificate of Incorporation to increase the authorized number of shares of
common stock from 500,000,000 to 2,000,000,000 shares. The Board of Directors
believes this capital structure more appropriately reflects our present and
future needs and recommends such amendment to the stockholders for adoption. The
undesignated preferred stock may be issued from time to time in one or more
series with such rights, preferences and privileges as may be determined by the
Board of Directors. On October 19, 2000, 200,524,660 shares of common stock and
no shares of preferred stock were outstanding. The proposed amendment of the
Restated Certificate was approved by the Board on October 17, 2000, subject to
stockholder approval at the Special Meeting.
PURPOSE OF AUTHORIZING ADDITIONAL COMMON STOCK
Authorizing an additional 1,500,000,000 shares of common stock would give
the Board of Directors the authority, without further action of the
stockholders, to issue such common stock from time to time as the Board of
Directors deems necessary. The Board of Directors believes it is necessary to
have the ability to issue such additional shares of common stock for general
corporate purposes. Potential uses of the additional authorized shares may
include acquisition transactions, equity financings, stock dividends or
distributions, in each case without further action by the stockholders, unless
such stockholder action is specifically required by applicable law or the rules
of the Nasdaq National Market or any stock exchange on which our securities may
then be listed. Other than a stock dividend of one share of common stock for
each share of common stock outstanding on the specified record date (as
described below), we have no current plans to issue such additional authorized
shares of common stock.
The proposed increase in the authorized number of shares of common stock
could have a number of effects on stockholders depending upon the exact nature
and circumstances of any actual issuances of authorized but unissued shares. The
increase could have an anti-takeover effect, in that additional shares could be
issued (within the limits imposed by applicable law) in one or more transactions
that could make a change in control or takeover of i2 more difficult. For
example, we could issue additional shares to dilute the stock ownership or
voting rights of persons seeking to obtain control of i2. Similarly, the
issuance of additional shares to certain persons allied with our management
could have the effect of making it more difficult to remove our current
management by diluting the stock ownership or voting rights of persons seeking
to cause such removal. This proposal is not being presented with the intent that
it be utilized as a type of anti-takeover device.
Stockholders do not have any preemptive or similar rights to subscribe for
or purchase any additional shares of common stock that may be issued in the
future. Therefore, future issuances of common stock may, depending on the
circumstances, have a dilutive effect on the earnings per share, voting power
and other interests of the existing stockholders.
On October 17, 2000, the Board of Directors declared a two-for-one split of
our common stock, to be effected as a dividend of one additional share of common
stock for each share of common stock outstanding on the specified record date,
subject to approval by the stockholders of an increase in the number of
authorized shares of common stock. Because we currently do not have sufficient
authorized but unissued shares to double the number of authorized shares of
common stock, the proposed stock split will not occur unless this proposal
2
<PAGE> 6
is approved. If this proposal is approved at the Special Meeting, the record
date for the proposed stock split is expected to be November 28, 2000 and the
dividend shares are expected to be distributed on December 5, 2000. None of the
share-related data in this Proxy Statement is adjusted to take into account the
proposed stock split.
STOCKHOLDER APPROVAL
The affirmative vote of a majority of the outstanding voting shares of our
common stock is required for approval of the amendment to the Restated
Certificate. Abstentions and broker non-votes will be counted towards the
tabulation of votes cast on this proposal and will have the same effect as
negative votes. If this proposal is approved at the Special Meeting, the
proposed amendment would become effective upon filing a certificate of amendment
to the Restated Certificate with the Secretary of State of Delaware, which
filing is expected to take place shortly after such stockholder approval.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
AMENDMENT OF THE RESTATED CERTIFICATE AUTHORIZING 1,500,000,000 ADDITIONAL
SHARES OF COMMON STOCK, AND PROXIES EXECUTED AND RETURNED WILL BE SO VOTED
UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding beneficial
ownership of our common stock as of September 30, 2000 by (1) each person who is
known by us to own beneficially more than five percent of our common stock, (2)
each of our directors, (3) the chief executive officer and our four other
highest paid executives, and (4) all executive officers and directors as a
group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
NAME OWNERSHIP(1) CLASS
---- ----------------- ----------
<S> <C> <C>
Sanjiv S. Sidhu(2)....................................... 60,321,200(3) 30.2%
Sidhu-Singh Family Investments, Ltd.(2).................. 11,780,000 5.9
Romesh Wadhwani.......................................... 6,322,528(4) 3.1
Gregory A. Brady......................................... 2,368,322(5) 1.2
Sandeep R. Tungare....................................... 2,204,000(6) 1.1
Hiten D. Varia........................................... 518,430(7) *
William M. Beecher....................................... 207,645(8) *
Reagan L. Lancaster...................................... 188,170(9) *
Thomas J. Meredith....................................... 141,000(10) *
Harvey B. Cash........................................... 17,000(12) *
Kenneth Lay.............................................. 6,500(13) *
All executive officers and directors as a group (eleven
persons)............................................... 72,350,971(14) 35.4%
</TABLE>
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* Indicates less than 1%.
(1) Beneficial ownership is calculated in accordance with the rules of the
Securities and Exchange Commission in accordance with Rule 13d-3(d)(1).
Percentage of beneficial ownership is based on 199,855,693 shares of our
common stock outstanding as of September 30, 2000. In computing the number
of shares beneficially owned by a person and the percentage ownership of
that person, shares of our common stock subject to options held by that
person that are currently exercisable or will become exercisable within 60
days following September 30, 2000 are deemed outstanding. However, these
shares are not deemed outstanding for the purpose of computing the
percentage ownership of any other person. Unless otherwise indicated in the
footnotes to this table, the persons and entities named in the table have
sole voting and sole investment power with respect to all shares
beneficially owned, subject to community property laws where applicable.
(2) The address for this person is One i2 Place, 11701 Luna Road, Dallas, Texas
75234.
3
<PAGE> 7
(3) Includes 11,780,000 shares held by Sidhu-Singh Family Investments, Ltd., of
which Mr. Sidhu is a general partner, and 30,000 shares held by the
Sidhu-Singh Family Foundation, of which Mr. Sidhu is a trustee.
(4) Includes 1,825,078 shares subject to exercisable options.
(5) Includes 1,500,000 shares subject to exercisable options.
(6) Includes 1,000,000 shares owned by Mr. Tungare's spouse and 100,000 shares
owned by the Tungare Manohar Family Foundation. Mr. Tungare serves on the
board of directors of the Tungare Manohar Family Foundation and, in this
capacity, shares the power to vote and dispose of the shares held by the
Foundation, and 4,000 shares subject to exercisable options.
(7) Includes 463,418 shares subject to exercisable options.
(8) Includes 148,510 shares subject to exercisable options.
(9) Includes 130,550 shares subject to exercisable options.
(10) Includes 20,000 shares held in a trust for the benefit of Mr. Meredith's
family and 121,000 shares subject to exercisable options.
(11) Includes 55,057 shares subject to exercisable options.
(12) Includes 17,000 shares subject to exercisable options.
(13) Includes 4,000 shares subject to exercisable options.
(14) Includes 4,268,613 shares subject to exercisable options.
STOCKHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934,
stockholder proposals to be presented at our 2001 annual meeting of stockholders
and in our proxy statement and form of proxy relating to that meeting, must be
received by us at our offices in Dallas, Texas, addressed to our Secretary, not
later than 120 days prior to April 26, 2001. With respect to any stockholder
proposal submitted outside of Rule 14a-8, persons named in the accompanying
proxy card shall have discretionary authority to vote against any proposal
presented at our 2001 annual meeting of stockholders unless notice is received
by us in the manner specified in the previous sentence. These proposals must
comply with applicable Delaware law, certain rules and regulations promulgated
by the Securities and Exchange Commission and the procedures set forth in our
Bylaws.
OTHER MATTERS
Our Board of Directors is not aware of any matter to be presented for
action at this meeting other than the matters set forth in this proxy statement.
Should any other matter requiring a vote of the stockholders arise, the persons
named as proxies on the enclosed proxy card will vote the shares represented
thereby in accordance with their best judgment of our interest. Discretionary
authority with respect to such other matters is granted by the execution of the
enclosed proxy card, unless marked to the contrary.
By Order of the Board of Directors,
[/s/ ROBERT C. DONOHOO]
ROBERT C. DONOHOO
Secretary
4
<PAGE> 8
i2 TECHNOLOGIES, INC.
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 28, 2000
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Sanjiv S. Sidhu and William M. Beecher, and each
of them, with full power of substitution, attorneys and proxies of the
undersigned to vote the shares of common stock, par value $0.00025 per share, of
i2 Technologies, Inc. ("i2"), the undersigned could vote, and with all power the
undersigned would possess, if personally present at the special meeting of
stockholders of i2 to be held at the Omni Hotel at Park West, 1590 Lyndon B.
Johnson Freeway, Dallas, Texas on Tuesday, November 28, 2000 at 2:00 p.m.
(Central Time), and any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ITEM 1. ANY HOLDER WHO WISHES TO WITHHOLD THE DISCRETIONARY AUTHORITY
REFERRED TO IN ITEM 2 ON THE REVERSE SIDE SHOULD MARK A LINE THROUGH THE ENTIRE
ITEM.
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o FOLD AND DETACH HERE o
1. Approval of the amendment to the Restated Certificate of Incorporation
to increase the number of authorized shares of common stock.
For Against Abstain
[ ] [ ] [ ]
2. In their discretion, to act upon any matters incidental to the
foregoing and such other business as may properly come before the
special meeting or any adjournment thereof.
[ ] By checking the box to the left, I consent to future access of the
Annual Report, Proxy Statements, prospectuses and other communications
electronically via the Internet. I understand that i2 may no longer
distribute printed materials to me for any future stockholder meeting
until such consent is revoked. I understand that I may revoke any
consent at any time by contacting i2's transfer agent, ChaseMellon
Shareholder Services, Ridgefield Park, NJ, and that costs normally
associated with electronic access, such as usage and telephone charges,
may be my responsibility.
Receipt of the proxy statement dated
October 31, 2000 is hereby acknowledged
Dated: , 2000
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Signature(s)
(Please sign exactly and as fully as your
name appears on your stock certificate. If
shares are held jointly, each stockholder
should sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title to such.)
<PAGE> 9
PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY, USING THE ENCLOSED ENVELOPE
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O FOLD AND DETACH HERE IF YOU ARE RETURNING YOUR VOTED PROXY CARD BY MAIL O
YOUR VOTE IS IMPORTANT!
YOU CAN VOTE IN ONE OF THREE WAYS:
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VOTE BY INTERNET
24 HOURS A DAY, 7 DAYS A WEEK
Follow the instructions at our Internet Address: http://www.eproxy.com/ITWO
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OR
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VOTE BY PHONE
HAVE YOUR PROXY CARD IN HAND
Call toll-free 1-800-840-1208 on a touch tone telephone
24 hours a day, 7 days a week
There is NO CHARGE to you for this call.
You will be asked to enter your 11-digit Control
Number, which is located in the box in the lower right hand
corner of this form.
Follow the recorded instructions.
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OR
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VOTE BY PROXY CARD
Mark, sign and date your proxy card and
return promptly in the enclosed envelope.
================================================================================
IF YOU WISH TO ACCESS FUTURE ANNUAL REPORTS AND PROXY
STATEMENTS ELECTRONICALLY VIA THE INTERNET AND NO
LONGER RECEIVE THE PRINTED MATERIALS,
PLEASE PROVIDE YOUR CONSENT WITH YOUR PROXY VOTE.
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NOTE: IF YOU VOTED BY INTERNET OR TELEPHONE,
THERE IS NO NEED TO MAIL BACK YOUR PROXY CARD.
THANK YOU FOR VOTING.
