SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D**
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
i2 Technologies, Inc.
(Name of Issuer)
Common Stock, $0.00025 Par Value
(Title of Class of Securities)
465754208
(Cusip Number)
Brandon Teague
301 Commerce Street, Suite 3200
Fort Worth, Texas 76102
(817) 332-9500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 6, 2008
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
**The total number of shares of stock reported herein is 4,605,351, which constitutes approximately 17.7% of the 26,038,099 shares of Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. Unless otherwise stated, all ownership percentages set forth herein assume that there are 21,432,748 shares outstanding.
The Reporting Person has recently engaged D.F. King, the proxy solicitors, and has formally demanded a list of the Issuer's stockholders under Delaware law.
Last December, the Reporting Person (on behalf of R2) notified the Issuer of its intention to nominate J. Coley Clark and Richard L. Hunter for election to the board of directors and to secure their election, if necessary, by proxy contest.
In light of the Issuer's public announcement of two board vacancies for independent directors, the Reporting Person believes that the Issuer should support the nomination of Messrs. Clark and Hunter. Thus far it has not done so. Accordingly, the Reporting Person has engaged D.F. King to assist it in communicating with other shareholders and is exercising its right under Delaware law to review the Issuer's list of stockholders. D.F. King is also being engaged to solicit proxies in support of the Reporting Person's nominees at the 2008 annual shareholders' meeting.
The Reporting Person has sent to the Issuer's board of directors a letter to the foregoing effect.
The Reporting Person continues to support a sale of the Issuer. To this end, the Reporting Person also continues to support the Issuer's strategic review process.
Except as set forth in this Item 4, the Reporting Person has no present plans or proposals that relate to or that would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D under the Act.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended and restated in its entirety as follows:
Exhibit 99.1 -- Preferred Stock Purchase Agreement (previously filed).
Exhibit 99.2 -- Form of Certificate of Designation of 2.5% Series B Convertible Preferred Stock (previously filed).
Exhibit 99.3 -- Form of Registration Rights Agreement (previously filed).
Exhibit 99.4 -- Common Stock Purchase Agreement (previously filed).
Exhibit 99.5 -- Letter to Issuer's Board of Directors dated February 6, 2008.
AMALGAMATED GADGET, L.P.
|