-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L8M24AxNHhp+qGfDvdBzaK0B4g+sb3RftZvWs4Qf7DX6xRmbr5ch58bqXkCCbFbJ PM8dpFJJ80CkbTMJxWCEEA== 0000902664-08-003292.txt : 20081125 0000902664-08-003292.hdr.sgml : 20081125 20081125131058 ACCESSION NUMBER: 0000902664-08-003292 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20081125 DATE AS OF CHANGE: 20081125 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: I2 TECHNOLOGIES INC CENTRAL INDEX KEY: 0001009304 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 752294945 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-49629 FILM NUMBER: 081213053 BUSINESS ADDRESS: STREET 1: ONE I2 PLACE STREET 2: 11701 LUNA RD CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 4693571000 MAIL ADDRESS: STREET 1: ONE I2 PLACE STREET 2: 11701 LUNA RD CITY: DALLAS STATE: TX ZIP: 75234 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Highbridge International LLC CENTRAL INDEX KEY: 0001308315 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: THE CAYMAN CORPORATE CENTRE, 4TH FLOOR STREET 2: 27 HOSPITAL ROAD CITY: GRAND CAYMAN STATE: E9 ZIP: 00000 BUSINESS PHONE: 345-945-1400 MAIL ADDRESS: STREET 1: P.O. BOX 30554 STREET 2: SEVEN MILE BEACH CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: 00000 SC 13G 1 p08-1654sc13g.htm I2 TECHNOLOGIES, INC.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G*

 

Under the Securities Exchange Act of 1934

 

i2 Technologies, Inc.

(Name of Issuer)

 

Common Stock, par value $0.00025 par share per share

(Title of Class of Securities)

 

465754208

(CUSIP Number)

 

November 20, 2008

(Date of Event Which Requires Filing of this statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

 

(Page 1 of 11 Pages)

 

______________________________

* 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 the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes 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).

 

 

 

 

 

CUSIP No. 465754208

 

13G

Page 2 of 11 Pages

 

 

 

1

NAMES OF REPORTING PERSONS

Highbridge International LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands, British West Indies

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,227,609 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,227,609 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,227,609 shares of Common Stock

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.63%

12

TYPE OF REPORTING PERSON (see instructions)

OO

 

 

 

 

 

 

CUSIP No. 465754208

 

13G

Page 3 of 11 Pages

 

 

1

NAMES OF REPORTING PERSONS

Highbridge Capital Management, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

State of Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,227,609 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,227,609 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,227,609 shares of Common Stock

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.63%

12

TYPE OF REPORTING PERSON (see instructions)

OO

 

 

 

 

 

 

CUSIP No. 465754208

 

13G

Page 4 of 11 Pages

 

 

1

NAMES OF REPORTING PERSONS

Glenn Dubin

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,227,609 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,227,609 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,227,609 shares of Common Stock

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.63%

12

TYPE OF REPORTING PERSON (see instructions)

IN

 

 

 

 

 

 

CUSIP No. 465754208

 

13G

Page 5 of 11 Pages

 

 

1

NAMES OF REPORTING PERSONS

Henry Swieca

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)

(a) x

(b) o

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH

5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

1,227,609 shares of Common Stock

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,227,609 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,227,609 shares of Common Stock

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

o

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.63%

12

TYPE OF REPORTING PERSON (see instructions)

IN

 

 

 

 

 

 

CUSIP No. 465754208

 

13G

Page 6 of 11 Pages

 

 

Item 1(a).

NAME OF ISSUER

 

 

 

i2 Technologies, Inc. (the “Company”)

 

Item 1(b).

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

 

One i2 Place
11701 Luna Road
Dallas, Texas 75234

 

 

Item 2(a).

NAME OF PERSON FILING

Item 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE

Item 2(c).

CITIZENSHIP

 

Highbridge International LLC

c/o Harmonic Fund Services

The Cayman Corporate Centre, 4th Floor

27 Hospital Road

Grand Cayman, Cayman Islands, British West Indies

Citizenship: Cayman Islands, British West Indies

Highbridge Capital Management, LLC

9 West 57th Street, 27th Floor

New York, New York 10019

Citizenship: State of Delaware

Glenn Dubin

c/o Highbridge Capital Management, LLC

9 West 57th Street, 27th Floor

New York, New York 10019

Citizenship: United States

Henry Swieca

c/o Highbridge Capital Management, LLC

9 West 57th Street, 27th Floor

New York, New York 10019

Citizenship: United States

 

Item 2(d).

TITLE OF CLASS OF SECURITIES

 

 

 

Common Stock, $0.00025 par value (“Common Stock”)

 

Item 2(e).

CUSIP NUMBER

 

 

 

465754208

 

 

 

 

 

 

CUSIP No. 465754208

 

13G

Page 7 of 11 Pages

 

 

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

(a)

o

Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).

(d)

o

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

o

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

If this statement is filed pursuant to Rule 13d-1(c), check this box. x

 

 

Item 4.

OWNERSHIP

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:

 

As of the date of this filing, (i) Highbridge International LLC beneficially owns 1,227,609 shares of Common Stock and (ii) each of Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca may be deemed the beneficial owner of the 1,227,609 shares of Common Stock beneficially owned by Highbridge International LLC. In addition to the 1,227,609 shares of Common Stock beneficially owned by Highbridge International LLC, the Reporting Persons may be deemed to beneficially own 242,444 shares of Common Stock issuable to Highbridge International LLC upon the exercise of warrants to purchase shares of Common Stock and $58,146,000 principal amount of 5% Senior Convertible Notes due 2015, convertible into 3,759,237 shares of Common Stock. However, pursuant to the terms of the relevant instruments, Highbridge International LLC cannot exercise or convert any of these warrants or convertible notes until such time as the Reporting Persons would not beneficially own, after any such exercise or conversion, more than 4.99% of the outstanding Common Stock.

 

 

 

 

 

CUSIP No. 465754208

 

13G

Page 8 of 11 Pages

 

Highbridge Capital Management, LLC is the trading manager of Highbridge International LLC. Glenn Dubin is the Chief Executive Officer of Highbridge Capital Management, LLC. Henry Swieca is the Chief Investment Officer of Highbridge Capital Management, LLC. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. In addition, each of Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca disclaims beneficial ownership of shares of Common Stock held by Highbridge International LLC.

 

(b)

Percent of class:

 

The Company's quarterly report for the quarterly period ended September 30, 2008 filed on Form 10-Q on November 14, 2008, indicates that as of November 3, 2008, there were 21,823,037 shares of Common Stock outstanding. Therefore, based on the Company's outstanding shares of Common Stock (i) Highbridge International LLC may be deemed to beneficially own 5.63% of the outstanding shares of Common Stock of the Company and (ii) each of Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca may be deemed to beneficially own 5.63% of the outstanding shares of Common Stock of the Company. The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person.

 

(c)

Number of shares as to which such person has:

 

 

 

(i)

Sole power to vote or to direct the vote

 

 

 

0

 

 

(ii)

Shared power to vote or to direct the vote

 

 

 

See Item 4(a)

 

 

(iii)

Sole power to dispose or to direct the disposition of

 

 

 

0

 

 

(iv)

Shared power to dispose or to direct the disposition of

 

 

 

See Item 4(a)

 

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

 

 

Not applicable.

 

 

Item 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

 

 

 

Not applicable.

 

 

Item 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

 

 

  Not applicable.

 

CUSIP No. 465754208

 

13G

Page 9 of 11 Pages

 

 

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

 

 

 

See Exhibit I.

 

 

Item 9.

NOTICE OF DISSOLUTION OF GROUP

 

 

 

Not applicable.

 

 

Item 10.

CERTIFICATION

 

 

 

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Exhibits:

 

Exhibit I: Joint Filing Agreement, dated as of November 25, 2008, by and among Highbridge International LLC, Highbridge Capital Management, LLC, Glenn Dubin and Henry Swieca.

 

 

 

 

 

CUSIP No. 465754208

 

13G

Page 10 of 11 Pages

 

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: November 25, 2008

 

HIGHBRIDGE CAPITAL MANAGEMENT, LLC

 

HIGHBRIDGE INTERNATIONAL LLC

 

 

 

 

 

By:         Highbridge Capital Management, LLC

 

 

its Trading Manager

By:

/s/ John Oliva

 

 

Name:

John Oliva

 

By:

/s/ John Oliva

Title:

Managing Director

 

Name:

John Oliva

 

 

Title:

Managing Director

 

 

 

 

 

 

/s/ Henry Swieca

 

/s/ Glenn Dubin

HENRY SWIECA

 

GLENN DUBIN

 

 

 

 

 

 

 

 

 

CUSIP No. 465754208

 

13G

Page 11 of 11 Pages

 

 

EXHIBIT I

 

JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, $0.00025 par value per share, of i2 Technologies, Inc., is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated as of November 25, 2008

 

HIGHBRIDGE CAPITAL MANAGEMENT, LLC

 

HIGHBRIDGE INTERNATIONAL LLC

 

 

 

 

 

By:         Highbridge Capital Management, LLC

 

 

its Trading Manager

By:

/s/ John Oliva

 

 

Name:

John Oliva

 

By:

/s/ John Oliva

Title:

Managing Director

 

Name:

John Oliva

 

 

Title:

Managing Director

 

 

 

 

 

 

/s/ Henry Swieca

 

/s/ Glenn Dubin

HENRY SWIECA

 

GLENN DUBIN

 

 

 

 

 

 

 

 

 

 

 

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