<PAGE>   1


      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 2000
                                                  REGISTRATION NO. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                ---------------

                              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)

                                ---------------

                        SUPPLYBASE, INC. 1999 STOCK PLAN
        OPTION GRANT TO YUJI HIGAKI PURSUANT TO EMPLOYMENT OFFER LETTER
                            (Full title of the Plans)

                                ---------------

                               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)

<TABLE>
<CAPTION>
                                                 CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                                    Proposed Maximum       Proposed Maximum
            Title of Securities                 Amount to be         Offering Price            Aggregate             Amount of
              to be Registered                  Registered(1)         per Share(2)         Offering Price(2)      Registration Fee
            -------------------                --------------       ----------------       -----------------      ----------------
<S>                                            <C>                  <C>                    <C>                    <C>
1)  SupplyBase, Inc. 1999 Stock Plan
     Common Stock, $0.00025 par value           7,521 shares             $1.38                 $10,378.98              $2.74
2)  Option Grant to Yuji Higaki Pursuant
     to Employment Offer Letter Common
     Stock, $0.00025 par value                  1,635 shares             $31.64                $51,731.40              $13.66


==================================================================================================================================
                                                                                       Aggregate Registration Fee      $16.40
==================================================================================================================================
</TABLE>

(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the SupplyBase, Inc. 1999
         Stock Plan and/or the Option Grant Pursuant to Employment Offer Letter
         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 weighted
         average exercise price of the outstanding options.


<PAGE>   2


                                     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");

         (b)      The Registrant's Current Reports on Form 8-K dated January 19,
                  2000, March 13, 2000, March 27, 2000 and April 18, 2000, filed
                  with the SEC on January 21, 2000, March 14, 2000 (as amended
                  on March 17, 2000), April 11, 2000 and April 19, 2000,
                  respectively; and

         (c)      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.

         Subsection (b) of Section 145 of 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 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


                                      II-1
<PAGE>   3


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 of the DGCL 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 or the State of Delaware 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.


                                      II-2
<PAGE>   4


Item 8.  Exhibits

<TABLE>
<CAPTION>
      Number        Exhibit
      ------        -------
<S>                 <C>
           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(c).
           5        Opinion and Consent of Brobeck, Phleger & Harrison LLP.
          23.1      Consent of Arthur Andersen LLP, Independent Public Accountants.
          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      SupplyBase, Inc. 1999 Stock Plan.
          99.2      Form of Option Assumption Agreement.
          99.3      Form of Notice of Stock Option Grant-Higaki.
          99.4      Form of Stock Option Agreement-Higaki.
          99.5      Employment Offer Letter-Higaki.
          99.6      Form of Option Assumption Agreement-Option Grant.
</TABLE>


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 Securities Act of 1933 Act (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
SupplyBase, Inc. 1999 Stock Plan and/or the Option Grant pursuant to Employment
Offer Letter.

         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.


                                      II-3
<PAGE>   5


                                   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 5th day of May
2000.

                                  i2 TECHNOLOGIES, INC.


                                  By:  /s/ WILLIAM M. BEECHER
                                       -----------------------------------------
                                       William M. Beecher
                                       Executive Vice President and Chief
                                         Financial Officer





                                POWER OF ATTORNEY


         We, 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.

         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.

<TABLE>
<CAPTION>
Signature                                   Title                                               Date
---------                                   -----                                               ----
<S>                                         <C>                                                 <C>
/s/ SANJIV S. SIDHU                         Chairman of the Board and Chief Executive Officer
---------------------------------------     (principal executive officer)                       May 5, 2000
Sanjiv S. Sidhu

/s/ WILLIAM M. BEECHER                      Executive Vice President and Chief Financial
---------------------------------------     Officer (principal financial officer)               May 5, 2000
William M. Beecher

/s/ NANCY F. BRIGHAM                        Controller (principal accounting officer)           May 5, 2000
---------------------------------------
Nancy F. Brigham

/s/ SANDEEP R. TUNGARE                      Director                                            May 5, 2000
---------------------------------------
Sandeep R. Tungare

/s/ HARVEY B. CASH                          Director                                            May 5, 2000
---------------------------------------
Harvey B. Cash

/s/ THOMAS J. MEREDITH                      Director                                            May 5, 2000
---------------------------------------
Thomas J. Meredith
</TABLE>



                                      II-4
<PAGE>   6



                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.



                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933



                              i2 TECHNOLOGIES, INC.



<PAGE>   7


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
      Number        Exhibit
      ------        -------
<S>                 <C>
           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(c).
           5        Opinion and Consent of Brobeck, Phleger & Harrison LLP.
          23.1      Consent of Arthur Andersen LLP, Independent Public Accountants.
          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      SupplyBase, Inc. 1999 Stock Plan.
          99.2      Form of Option Assumption Agreement.
          99.3      Form of Notice of Stock Option Grant-Higaki.
          99.4      Form of Stock Option Agreement-Higaki.
          99.5      Employment Offer Letter-Higaki.
          99.6      Form of Option Assumption Agreement-Option Grant.
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22441}]
{"company-data": {"conformed-name": "I2 TECHNOLOGIES INC", "cik": "0001009304", "assigned-sic": "7372", "irs-number": "752294945", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-36478", "film-number": "621202"}, "business-address": {"street1": "ONE 12 PLACE", "street2": "11701 LUNA RD", "city": "DALLAS", "state": "TX", "zip": "75234", "phone": "4643571000"}, "mail-address": {"street1": "ONE 12 PLACE", "street2": "11701 LUNA RD", "city": "DALLAS", "state": "TX", "zip": "75234"}}
1

      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 5, 2000
                                                  REGISTRATION NO. 333-_________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                ---------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           The Securities Act of 1933

                                ---------------

                              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)

                                ---------------

                        SUPPLYBASE, INC. 1999 STOCK PLAN
        OPTION GRANT TO YUJI HIGAKI PURSUANT TO EMPLOYMENT OFFER LETTER
                            (Full title of the Plans)

                                ---------------

                               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)
CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                                    Proposed Maximum       Proposed Maximum
            Title of Securities                 Amount to be         Offering Price            Aggregate             Amount of
              to be Registered                  Registered(1)         per Share(2)         Offering Price(2)      Registration Fee
            -------------------                --------------       ----------------       -----------------      ----------------
1)  SupplyBase, Inc. 1999 Stock Plan
     Common Stock, $0.00025 par value           7,521 shares             $1.38                 $10,378.98              $2.74
2)  Option Grant to Yuji Higaki Pursuant
     to Employment Offer Letter Common
     Stock, $0.00025 par value                  1,635 shares             $31.64                $51,731.40              $13.66

==================================================================================================================================
                                                                                       Aggregate Registration Fee      $16.40
==================================================================================================================================
(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the SupplyBase, Inc. 1999
         Stock Plan and/or the Option Grant Pursuant to Employment Offer Letter
         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 weighted
         average exercise price of the outstanding options.
2

                                     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");

         (b)      The Registrant's Current Reports on Form 8-K dated January 19,
                  2000, March 13, 2000, March 27, 2000 and April 18, 2000, filed
                  with the SEC on January 21, 2000, March 14, 2000 (as amended
                  on March 17, 2000), April 11, 2000 and April 19, 2000,
                  respectively; and

         (c)      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.

         Subsection (b) of Section 145 of 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 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

                                      II-1
3

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 of the DGCL 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 or the State of Delaware 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.

                                      II-2
4

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(c).
           5        Opinion and Consent of Brobeck, Phleger & Harrison LLP.
          23.1      Consent of Arthur Andersen LLP, Independent Public Accountants.
          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      SupplyBase, Inc. 1999 Stock Plan.
          99.2      Form of Option Assumption Agreement.
          99.3      Form of Notice of Stock Option Grant-Higaki.
          99.4      Form of Stock Option Agreement-Higaki.
          99.5      Employment Offer Letter-Higaki.
          99.6      Form of Option Assumption Agreement-Option Grant.
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 Securities Act of 1933 Act (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
SupplyBase, Inc. 1999 Stock Plan and/or the Option Grant pursuant to Employment
Offer Letter.

         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.

                                      II-3
5

                                   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 5th day of May
2000.

                                  i2 TECHNOLOGIES, INC.

                                  By:  /s/ WILLIAM M. BEECHER
                                       -----------------------------------------
                                       William M. Beecher
                                       Executive Vice President and Chief
                                         Financial Officer

                                POWER OF ATTORNEY

         We, 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.

         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
---------------------------------------     (principal executive officer)                       May 5, 2000
Sanjiv S. Sidhu

/s/ WILLIAM M. BEECHER                      Executive Vice President and Chief Financial
---------------------------------------     Officer (principal financial officer)               May 5, 2000
William M. Beecher

/s/ NANCY F. BRIGHAM                        Controller (principal accounting officer)           May 5, 2000
---------------------------------------
Nancy F. Brigham

/s/ SANDEEP R. TUNGARE                      Director                                            May 5, 2000
---------------------------------------
Sandeep R. Tungare

/s/ HARVEY B. CASH                          Director                                            May 5, 2000
---------------------------------------
Harvey B. Cash

/s/ THOMAS J. MEREDITH                      Director                                            May 5, 2000
---------------------------------------
Thomas J. Meredith
II-4
6

                       SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C.

                                    EXHIBITS

                                       TO

                                    FORM S-8

                                      UNDER

                             SECURITIES ACT OF 1933

                              i2 TECHNOLOGIES, INC.
7

                                  EXHIBIT INDEX
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(c).
           5        Opinion and Consent of Brobeck, Phleger & Harrison LLP.
          23.1      Consent of Arthur Andersen LLP, Independent Public Accountants.
          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      SupplyBase, Inc. 1999 Stock Plan.
          99.2      Form of Option Assumption Agreement.
          99.3      Form of Notice of Stock Option Grant-Higaki.
          99.4      Form of Stock Option Agreement-Higaki.
          99.5      Employment Offer Letter-Higaki.
          99.6      Form of Option Assumption Agreement-Option Grant.