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~~Securities ofExchange ~~Report~~Act ~~(date~~ of ~~earliest~~ ~~event~~1934 ~~reported): December 17, 2009~~

Date of Report (date of earliest event reported): January 28, 2010

i2 Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-28030

75-2294945

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

11701 Luna Road

Dallas, Texas

75234

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (469) 357-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item~~Introductory ~~8.01~~Note ~~Other Events~~

On ~~December~~ January 1728, ~~2009~~2010, i2 Technologies, Inc. (“i2”) ~~issued~~completed aits ~~press~~merger ~~release~~with ~~announcing~~Alpha ~~that~~Acquisition ~~December 21~~Corp. (“Merger Sub”), ~~2009~~a ~~has~~wholly-owned ~~been~~subsidiary ~~established~~of asJDA ~~the~~Software ~~record~~Group, ~~date~~Inc. (“JDA”), ~~for~~whereby ~~purposes~~Merger ofSub ~~determining~~merged i2with ~~stockholders~~and ~~entitled~~into toi2 ~~vote~~with ati2 ~~the~~continuing ~~upcoming~~as ~~special meeting~~the ofsurviving i2corporation ~~stockholders~~(the to“Merger”). ~~consider~~The ~~the~~Merger ~~previously~~was ~~announced~~effected ~~merger~~pursuant ~~agreement~~to ~~providing~~an ~~for~~Agreement ~~the~~and ~~merger~~Plan of aMerger, ~~wholly-owned~~dated ~~subsidiary~~as of ~~JDA~~November ~~Software Group~~4, ~~Inc.~~2009 ~~with~~(the “Merger ~~and~~Agreement”), ~~into~~by i2 and ~~that~~among ~~January 28~~JDA, ~~2010~~Merger atSub ~~8:00~~and ai2.m. ~~CST~~The ~~has~~events ~~been~~described ~~set~~below ~~as the~~took ~~date~~place ofin ~~the~~connection ~~special~~with ~~meeting.~~the ~~A copy~~consummation of the ~~press release is attached hereto as Exhibit 99~~Merger.1.

~~IMPORTANT~~Item ~~ADDITIONAL INFORMATION~~1.02 Termination of a Material Definitive Agreement.

~~This filing is being made in respect of the proposed transaction involving JDA and i2.~~ In connection with the ~~proposed~~ ~~transaction,~~consummation ~~JDA~~of ~~filed~~the aMerger, ~~Registration Statement on Form S-4 with~~ the ~~Securities~~Rights ~~and~~Agreement ~~Exchange~~dated ~~Commission~~January 17, 2002 (the “~~SEC~~Rights Agreement”) onbetween ~~November 19,~~i2 ~~2009~~ and anMellon ~~amendment~~Investor ~~thereto~~Services onLLC ~~December 17,~~was ~~2009,~~terminated ~~each~~and ~~containing~~all preferred astock ~~preliminary~~purchase ~~Proxy Statement/Prospectus,~~rights ~~and~~issued ~~each~~under ofthe ~~JDA~~Rights ~~and~~Agreement i2expired ~~plans~~immediately prior to ~~file with~~ the ~~SEC~~effective ~~other~~time ~~documents~~of ~~regarding~~ the ~~proposed transaction~~Merger. The ~~definitive~~termination ~~Proxy~~of ~~Statement/Prospectus~~the ~~will~~Rights beAgreement ~~mailed~~and toexpiration ~~stockholders~~ of i2the ~~once~~rights itissued isthereunder ~~final.~~was ~~INVESTORS~~in ~~AND~~accordance ~~SECURITY~~with the Fourth ~~HOLDERS~~Amendment ~~ARE~~thereto ~~URGED~~dated TONovember 4, ~~CAREFULLY~~2009, ~~READ~~a ~~THE~~copy ~~PROXY~~of ~~STATEMENT/PROSPECTUS~~which ~~AND~~was ~~OTHER~~filed ~~DOCUMENTS~~as ~~FILED~~Exhibit ~~WITH~~4.1 ~~THE~~to ~~SEC~~i2’s INCurrent ~~THEIR~~Report ~~ENTIRETY~~on ~~WHEN~~Form ~~THEY~~8-K ~~BECOME~~filed ~~AVAILABLE~~with ~~BECAUSE~~the ~~THEY~~Securities ~~WILL~~and ~~CONTAIN~~Exchange ~~IMPORTANT~~Commission ~~INFORMATION~~on ~~ABOUT~~November 5, ~~THE~~2009, ~~PROPOSED~~and ~~TRANSACTION.~~is incorporated herein by reference.

~~Investors~~Item and security holders will be able to obtain free copies of the Registration Statement and the definitive Proxy Statement/Prospectus (when available) and other documents filed with the SEC by JDA and i2 through the website maintained by the SEC at www3.~~sec.gov.~~01 InNotice ~~addition, investors and security holders may obtain free copies~~ of ~~the~~Delisting Registration Statement and the definitive Proxy Statement/Prospectus (when available) and other documents filed with the SEC from i2 by directing a request to i2 Technologies, Inc., 11701 Luna Road, Dallas, Texas 75234, Attention: Investor Relations (telephone: (469) 357-1000) or ~~going~~Failure to ~~i2’s~~Satisfy ~~corporate website at www.i2.com, or from JDA by directing~~ a ~~request~~Continued toListing ~~JDA~~Rule ~~Software Group, Inc., 14400 North 87th Street, Scottsdale, Arizona 85260, Attention: Investor Relations (telephone: (480) 308-3000)~~ or ~~going~~Standard; toTransfer ~~JDA’s~~of ~~corporate website at www~~Listing.~~jda.com.~~

~~JDA,~~In ~~i2,~~connection ~~and~~with ~~their~~the ~~respective~~consummation ~~directors~~of ~~and executive~~the ~~officers~~Merger, ~~may~~i2 benotified ~~deemed~~The toNASDAQ beStock ~~participants~~Market in(“Nasdaq”) ~~the~~on ~~solicitation~~January 28, of2010 ~~proxies~~that each inoutstanding ~~respect~~share of ~~the~~common ~~proposed~~stock, ~~transaction.~~par ~~Information~~value ~~regarding~~$0.00025 ~~i2’s~~per ~~directors~~share, ~~and~~of ~~executive~~i2 ~~officers~~(“ ~~is set forth in~~ i2’s ~~proxy~~Common ~~statement~~Stock”) ~~for~~(other ~~its~~than ~~2009 Annual~~dissenting ~~Meeting~~shares ofand ~~Stockholders,~~treasury ~~which~~stock ~~was~~and ~~filed~~shares ~~with~~of ~~the~~i2 ~~SEC~~Common onStock ~~April 28,~~held ~~2009,~~by ~~and~~JDA ~~Annual~~or ~~Report~~Merger onSub) ~~Form~~was ~~10-K~~converted ~~filed~~into ~~with~~ the ~~SEC~~right onto receive ~~March~~ $12~~, 2009~~.70 ~~Information~~in ~~regarding~~cash ~~JDA’s directors~~ and ~~executive~~0.2562 ~~officers~~of isa ~~set~~share ~~forth~~of in JDA’s ~~proxy~~common ~~statement~~stock ~~for its 2009 Annual Meeting of Stockholders~~(together, ~~which was filed with~~ the ~~SEC~~“Common onStock ~~April 7,~~Merger ~~2009~~Consideration”), and ~~Annual~~requested ~~Report~~that onNASDAQ ~~Form~~file ~~10-K filed~~ with the ~~SEC~~Securities onand ~~March 13,~~Exchange ~~2009.~~Commission ~~Additional~~a ~~information~~notification ~~regarding~~of ~~the~~removal ~~interests~~from ~~of such~~listing ~~potential~~on ~~participants~~Form 25 ~~will~~to bereport ~~included~~that inshares ~~the~~of ~~definitive~~i2 ~~Proxy~~Common ~~Statement/Prospectus~~Stock ~~and~~are ~~the~~no ~~other~~longer ~~relevant~~listed ~~documents~~on ~~filed~~Nasdaq, ~~with~~which ~~the~~NASDAQ ~~SEC~~filed ~~(when~~on ~~available)~~January 28, 2010.

~~SAFE~~Item ~~HARBOR~~3.03 ~~FOR~~Material ~~FORWARD-LOOKING~~Modification ~~STATEMENTS~~to Rights of Security Holders.

~~This~~The ~~filing~~Merger ~~contains forward-looking~~Agreement ~~statements~~was ~~regarding~~adopted the proposed transaction between JDA and i2, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the transaction, future opportunities for the combined company and any other statements about the future expectations, beliefs, goals, plans or prospects of the management of i2 and JDA. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by ~~such forward-looking statements, including: the ability to obtain the approval of~~ i2’s stockholders; ~~the~~at ~~ability to consummate~~ the ~~transaction;~~special ~~the~~meeting ~~ability~~ of ~~JDA to successfully integrate~~ i2’s ~~operations~~stockholders ~~and~~held ~~employees; and the other factors described in i2’s Annual Report~~ on ~~Form 10-K filed with the SEC on March~~January 1228, ~~2009~~2010, and ~~its~~the ~~most~~Merger ~~recent~~was ~~Quarterly~~consummated ~~Report~~ on ~~Form~~that ~~10-Q filed with the SEC~~day. ~~i2 disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this filing.~~

~~Item~~Under 9the terms of the Merger Agreement, each outstanding share of i2 Common Stock (other than dissenting shares and treasury stock and shares of i2 Common Stock held by JDA or Merger Sub) was converted into the right to receive the Common Stock Merger Consideration.01 In addition, each outstanding share of i2’s Series B 2.5% ~~Financial~~Convertible ~~Statements~~Preferred Stock, par value $.001 per share, was converted into the right to receive $1,100.00 per share plus all accrued and ~~Exhibits~~unpaid dividends through the effective time of the Merger in cash (the “Preferred Stock Merger Consideration”).

The foregoing description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to JDA’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2010, and is incorporated herein by reference.

Upon the effective time of the Merger, holders of i2 Common Stock and Series B Preferred Stock immediately prior to the effective time of the Merger ceased to have any rights as stockholders in i2 (other than dissenter’s rights, if applicable, and their right to receive the Common Stock Merger Consideration or the Preferred Stock Merger Consideration).

Item 5.01

Changes in Control of Registrant.

As a result of the Merger, a change of control of i2 occurred, and i2 became a wholly-owned subsidiary of JDA. The disclosure under Item 3.03 is incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation or By-laws; Change in Fiscal Year.

Following the Merger the amended and restated certificate of incorporation and the by-laws attached hereto as Exhibits 3.1 and 3.2 became the certificate of incorporation and by-laws of i2, as the surviving entity Merger. Each of Exhibit 3.1 and Exhibit 3.2 is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press release dated December 17, 2009 announcing the Company’s record and meeting dates
2.1		Agreement and Plan of Merger, dated as of November 4, 2009, by and among i2, JDA and Merger Sub (incorporated by reference to Exhibit 2.1 of JDA’s Current Report on Form 8-K, filed on November 5, 2009).
3.1		Amended and Certificate of Incorporation of i2
3.2		By-laws of i2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 17, 2009	i2 TECHNOLOGIES, INC.
Dated: February 2, 2010	i2 TECHNOLOGIES, INC.
	By:	/sS/ ~~MICHAEL~~HAMISH JN. ~~BERRY~~BREWER
		Michael J. Berry
		Hamish N. Brewer
		Executive Vice President, Finance and Accounting and Chief Financial Officer
		President and Chief Executive Officer

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