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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 2000
REGISTRATION NO. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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i2 TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2294945
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
ONE i2 PLACE
11701 LUNA ROAD
DALLAS, TEXAS 75234
(Address of principal executive offices) (Zip Code)
i2 TECHNOLOGIES, INC. 1995 STOCK OPTION/STOCK ISSUANCE PLAN
ASPECT DEVELOPMENT, INC. 1997 NONSTATUTORY STOCK OPTION PLAN
ASPECT DEVELOPMENT, INC. 1992 STOCK OPTION PLAN
ASPECT DEVELOPMENT, INC. 1996 OUTSIDE DIRECTORS STOCK OPTION PLAN
ASPECT DEVELOPMENT, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
TRANSITION ANALYSIS COMPONENT TECHNOLOGY, INC. 1997 STOCK PLAN
CADIS, INC. 1991 STOCK OPTION PLAN
NON-PLAN OPTION GRANTS TO JEFF HANSER (7,989 SHARES)
AND BRUCE L. BLACKFORD (7,989 SHARES)
(Full title of the Plans)
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WILLIAM M. BEECHER
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
i2 TECHNOLOGIES, INC.
ONE i2 PLACE
11701 LUNA ROAD
DALLAS, TEXAS 75234
(469) 357-1000
(Name, address including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered(1) Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
1) i2 Technologies, Inc. 1995 Stock
Option/Stock Issuance Plan
Common Stock, $0.00025 par value 40,000,000 shares $ 117.53(2) $ 4,701,200,000(2) $1,241,116.80
2) Aspect Development, Inc. 1997
Nonstatutory Stock Option Plan
Common Stock, $0.00025 par value 7,759,567 shares $ 44.51(3) $ 345,378,327.10(3) $ 91,179.88
3) Aspect Development, Inc. 1992 Stock
Option Plan
Common Stock, $0.00025 par value 6,417,134 shares $ 40.43(3) $ 259,444,727.60(3) $ 68,493.41
4) Aspect Development, Inc. 1996
Outside Directors Stock Option Plan
Common Stock, $0.00025 par value 55,000 shares $ 12.43(3) $ 683,650.00(3) $ 180.48
5) Aspect Development, Inc. 1996
Employee Stock Purchase Plan
Common Stock, $0.00025 par value 141,223 shares $ 117.53(3) $ 16,597,939.19(3) $ 4,381.85
6) Transition Analysis Component
Technology, Inc. 1997 Stock Plan
Common Stock, $0.00025 par value 5,306 shares $ 11.34(3) $ 60,170.04(3) $ 15.88
7) Cadis, Inc. 1991 Stock Option Plan
Common Stock, $0.00025 par value 21,613 shares $ 3.18(3) $ 68,729.34(3) $ 18.14
8) Non-plan Option Grant to Jeff Hanser
Common Stock, $0.00025 par value 7,989 shares $ 8.21(3) $ 65,589.69(3) $ 17.31
9) Non-plan Option Grant to
Bruce L. Blackford
Common Stock, $0.00025 par value 7,989 shares $ 8.21(3) $ 65,589.69(3) $ 17.31
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Aggregate Registration Fee $1,405,421.06
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the the i2 Technologies, Inc.
1995 Stock Option/Stock Issuance Plan, the Aspect Development, Inc.
1997 Nonstatutory Stock Option Plan, the Aspect Development, Inc. 1992
Stock Option Plan, the Aspect Development, Inc., 1996 Outside Directors
Stock Option Plan, the Aspect Development, Inc. 1996 Employee Stock
Purchase Plan, the Transition Analysis Component Technology, Inc. 1997
Stock Plan, the Cadis, Inc. 1991 Stock Option Plan or the Non-plan
Option Grants by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
the outstanding shares of the Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average of
the high and low selling price per share of the Registrants's Common
Stock on June 16, 2000, as reported by the Nasdaq National Market.
(3) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the weighted
average exercise price of the outstanding options.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
i2 Technologies, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999, filed with the SEC on March 22,
2000, pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "1934 Act");
(c) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2000, filed with the SEC on May 15,
2000; and
(b) The Registrant's Current Reports on Form 8-K for period dates
January 19, 2000, March 13, 2000, March 27, 2000, April 18,
2000, April 28, 2000 and June 9, 2000, filed with the
Commission on January 21, 2000, March 14, 2000 (as amended on
March 17, 2000), April 11, 2000, (as amended on June 1, 2000)
April 19, 2000, May 12, 2000 and June 22, 2000,
respectively;
(d) The Registrant's Registration Statement No. 00-28030 on Form
8-A filed with the SEC on March 20, 1996 pursuant to Section
12 of the 1934 Act, in which there is described the terms,
rights and provisions applicable to the Registrant's
outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Subsection (a) of Section 145 of the General Corporation Law of the
State of Delaware (the "DGCL") empowers a corporation to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation) by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
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Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by right of the corporation to
procure a judgment in its favor by reason of the fact that such person acted in
any of the capacities set forth above, against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect to any claim
issue or matter as to which such person shall have been adjudged to be liable to
the corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Section 145 further provides that to the extent a director or officer
of a corporation has been successful on the merits or otherwise in the defense
of any such action, suit or proceeding referred to in subsections (a) and (b) of
Section 145 or in the defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith; that the indemnification provided for
by Section 145 shall not be deemed exclusive of any other rights which the
indemnified party may be entitled; that indemnification provided by Section 145
shall, unless otherwise provided when authorized or ratified, continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of such person's heirs, executors and administrators; and
empowers the corporation to purchase and maintain insurance on behalf of a
director or officer of the corporation against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify him
against such liabilities under Section 145.
Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of the director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.
Article Eleventh of the Registrant's Restated Certificate of
Incorporation provides that, to the fullest extent permitted by the DGCL as the
same exists or as it may hereafter be amended, no director of the Registrant
shall be personally liable to the Registrant or its stockholders for monetary
damages for breach of fiduciary duty as a director.
Section 6.1 of the Registrant's Amended and Restated Bylaws further
provides that the Registrant shall, to the maximum extent and in the manner
permitted by the DGCL, indemnify each of its directors and officers against
expenses (including attorneys' fees), judgments, fines, settlements, and other
amounts actually and reasonably incurred in connection with any proceeding,
arising by reason of the fact that such person is or was an agent of the
Registrant.
The Registrant has entered into indemnification agreements with each of
its directors and executive officers.
The Registrant maintains officers' and directors' liability insurance.
Item 7. Exemption from Registration Claimed
Not Applicable.
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Item 8. Exhibits
Number Exhibit
4 Instruments Defining the Rights of Stockholders. Reference
is made to Registrant's Registration Statement No.
00-28030 on Form 8-A which is incorporated herein by
reference pursuant to Item 3(d).
5 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Public Accountants, Arthur Andersen
LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 i2 Technologies, Inc. 1995 Stock Option/Stock Issuance
Plan (as Amended and Restated Through January 14, 2000).
99.2 Aspect Development, Inc. 1997 Nonstatutory Stock Option
Plan.
99.3 Aspect Development, Inc. 1992 Stock Option Plan.
99.4 Aspect Development, Inc. 1996 Outside Directors Stock
Option Plan.
99.5 Aspect Development, Inc. 1996 Employee Stock Purchase
Plan.
99.6 Transition Analysis Component Technology, Inc. 1997 Stock
Plan.
99.7 Cadis, Inc. 1991 Stock Option Plan.
99.8 Form of Option Assumption Agreement.
99.9 Form of Stock Option Agreement - Hanser.
99.10 Form of Stock Option Agreement - Blackford.
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes: (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and (3) to remove
from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the i2 Technologies,
Inc. 1995 Stock Option/Stock Issuance Plan, Aspect Development, Inc. 1997
Nonstatutory Stock Option Plan, Aspect Development, Inc. 1992 Stock Option Plan,
Aspect Development, Inc. 1996 Outside Directors Stock Option Plan, Aspect
Development, Inc. 1996 Employee Stock Purchase Plan, Transition analysis
Component Technology, Inc. 1997 Stock Plan, Cadis, Inc. 1991 Stock Option Plan
and or the Non-plan Option Grants.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8, and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, State of Texas on
this 23rd day of June 2000.
i2 TECHNOLOGIES, INC.
By: /s/ William M. Beecher
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William M. Beecher
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of i2 Technologies, Inc., a
Delaware corporation, do hereby constitute and appoint Sanjiv S. Sidhu and
William M. Beecher and each of them, the lawful attorneys-in-fact and agents
with full power and authority to do any and all acts and things and to execute
any and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Sanjiv S. Sidhu Chairman of the Board and
--------------------------- Chief Executive Officer June 23, 2000
Sanjiv S. Sidhu (Principal Executive Officer)
/s/ William M. Beecher Executive Vice President and June 23, 2000
--------------------------- Chief Financial Officer
William M. Beecher (Principal Financial Officer)
/s/ Nancy F. Brigham June 23, 2000
--------------------------- Controller
Nancy F. Brigham (Principal Accounting Officer)
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/s/ Sandeep R. Tungare
------------------------------ June 23, 2000
Sandeep R. Tungare Director
/s/ Harvey B. Cash
------------------------------ June 23, 2000
Harvey B. Cash Director
/s/ Thomas J. Meredith
------------------------------ June 23, 2000
Thomas J. Meredith Director
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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4 Instruments Defining the Rights of Stockholders. Reference
is made to Registrant's Registration Statement No.
00-28030 on Form 8-A which is incorporated herein by
reference pursuant to Item 3(d).
5 Opinion and Consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of Independent Public Accountants, Arthur Andersen
LLP.
23.2 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 i2 Technologies, Inc. 1995 Stock Option/Stock Issuance
Plan (as Amended and Restated Through January 14, 2000).
99.2 Aspect Development, Inc. 1997 Nonstatutory Stock Option
Plan.
99.3 Aspect Development, Inc. 1992 Stock Option Plan.
99.4 Aspect Development, Inc. 1996 Outside Directors Stock
Option Plan.
99.5 Aspect Development, Inc. 1996 Employee Stock Purchase
Plan.
99.6 Transition Analysis Component Technology, Inc. 1997 Stock
Plan.
99.7 Cadis, Inc. 1991 Stock Option Plan.
99.8 Form of Option Assumption Agreement.
99.9 Form of Stock Option Agreement - Hanser.
99.10 Form of Stock Option Agreement - Blackford.
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