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OMB APPROVAL
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UNITED STATES
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) March 13, 2000
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i2 Technologies, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-28030 75-2294945
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One i2 Place, 11701 Luna Road, Dallas, Texas 75234
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (464) 357-1000
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On March 12, 2000, i2 Technologies, Inc. ("i2"), Hoya Merger Corp., a
wholly owned subsidiary of i2, and Aspect Development Inc. ("Aspect") entered
into an Agreement and Plan of Reorganization (the "Merger Agreement"). As a
result of the merger (the "Merger"), each outstanding share of Aspect common
stock will be converted into the right to acquire .55 shares of i2 common stock,
taking into account Aspect's 2-for-1 stock split that became effective March 13,
2000.
A copy of i2's and Aspect's joint press release is incorporated herein by
reference to i2's Rule 425 filing on March 13, 2000.
The Merger is intended to constitute a reorganization under Section 368(a)
of the Internal Revenue Code of 1986, as amended, and to be accounted for as a
purchase transaction. Consummation of the Merger is subject to various
conditions, including, among other things, receipt of the necessary approvals of
the stockholders of Aspect and i2.
The foregoing description of the Merger Agreement, and the transactions
contemplated thereby do not purport to be complete and are qualified in their
entirety by reference to the Merger Agreement.
All stockholders should read the joint proxy statement/prospectus
concerning the merger that will be filed with the SEC and mailed to
stockholders. The joint proxy statement/prospectus will contain important
information that stockholders should consider before making any decision
regarding the merger. You will be able to obtain the joint proxy
statement/prospectus, as well as other filings containing information about i2
and Aspect, without charge, at the SEC's Internet site (http://www.sec.gov).
Copies of the joint proxy statement/prospectus and the SEC filings that will be
incorporated by reference in the joint proxy statement/prospectus will also be
available, without charge, by contacting the Secretary of the appropriate
company.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
i2 and certain other persons named below may be deemed to be participants in the
solicitation of proxies of i2 stockholders to approve the merger. The
participants in this solicitaiton may include the directors of i2 (Sanjiv Sidhu,
Harvey Cash, Tom Meredith and Sandeep Tungare) and the officers of i2 (Sanjiv.
S. Sidhu, Chairman of the Board and Chief Executive Officer, Gregory A. Brady,
President, William M. Beecher, Executive Vice President and Chief Financial
Officer, Hiten D. Varia, Executive Vice President - Worldwide Development,
Reagan L. Lancaster, Executive Vice President - Worldwide Sales, and Pollab
Chatterjee, Chief Operating Officer). The aforementioned directors and officers
of i2, as a group, may be deemed to beneficially own approximately 40% of i2's
outstanding common stock.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
i2 TECHNOLOGIES, INC.
Dated: March 13, 2000 By: /S/ WILLIAM M. BEECHER
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William M. Beecher,
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
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Exhibit
Number Description of Document
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99.1 Joint press release with Aspect Development Inc. dated March 13, 2000
announcing i2's acquisition of Aspect (incorporated by reference to
i2's 425 filing dated March 13, 2000).
99.2 Frequently Asked Questions (incorporated by reference to i2's 425
filing dated March 13, 2000).
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