UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A

Amendment No. 1





(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended February 28, 2014

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

Commission file number: 001-35598





E2open, Inc.

(Exact name of Registrant as Specified in its Charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 94-3366487                          
|(State or Other Jurisdiction of
Incorporation or Organization) |  | (I.R.S. Employer
Identification No.)

4100 East Third Avenue, Suite 400, Foster City, California 94404

(Address of Principal Executive Offices, including Zip Code)

(650) 645-6500

(Registrants telephone number, including area code)





Securities registered pursuant to Section 12(b) of the Act:



|                               |  |                                            
|------------------------------ |  | -------------------------------------------
|(Title of each class)          |  | (Name of each exchange on which registered)
|Common Stock, $0.001 par value |  | NASDAQ Global Market                       

Securities registered pursuant to Section 12(g) of the Act:

None





Indicate by
check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   ̈    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.    Yes   ̈    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    Yes  x    No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is
not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or in any amendment to this Form
10-K.  x

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange
Act. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  | x
|                        |  |                                                  | 
|Non-accelerated filer   |  |  ̈  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act)    Yes   ̈    No  x

The aggregate market value of common stock held by non-affiliates of the registrant, computed by reference to the closing price at which the
common stock was sold on August 31, 2013, the last business day of the registrants most recently completed second fiscal quarter, as reported on the NASDAQ Global Market, was approximately $256.5 million. Shares of common stock held by
each executive officer, director and holder of 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination
for other purposes.

On February 28, 2014, the registrant had 28,825,098 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrants definitive Proxy Statement relating to its 2014 Annual Meeting of Stockholders are incorporated by reference
into Part III of this Annual Report on Form 10-K where indicated. Such Proxy Statement was filed with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.









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EXPLANATORY NOTE

E2open, Inc. (the Company, we, us, or our) is filing this Amendment No. 1 on Form 10-K/A
(this Amendment) to its annual report on Form 10-K for the fiscal year ended February 28, 2014, which was originally filed on May 5, 2014 (the Original Filing) to amend: (i) Item 9A of Part II,
Controls and Procedures to provide managements annual report on internal control over financial reporting required by Item 308(a) of Regulation S-K; (ii) our conclusions regarding the effectiveness of our disclosure
controls and procedures solely as a result of (a) our failure to file our managements annual report on internal control over financial reporting in the Original Filing and (b) our failure to include the language of paragraph 4(b)
required by Item 601(b)(31) of Regulation S-K in the certifications filed with the Original Filing; (iii) Part III to more clearly identify those sections of our Definitive Proxy Statement on Schedule 14A that were incorporated by
reference in the Original Filing; (iv) Item 13 of Part III, Certain Relationships and Related Party Transactions, and Director Independence to provide the disclosures required by Items 404(a) and (b) of Regulation S-K; and
(v) Part IV, Item 15, Exhibits and Financial Statement Schedules for the sole purpose of amending and restating the Exhibit 31.1 and 31.2 Certifications of the Principal Executive Officer and Principal Financial Officer to add
the language of paragraph 4(b) in accordance with Item 601(b)(31) of Regulation S-K.

This Amendment should be read in conjunction
with the Original Filing, which continues to speak as of the date of the Original Filing. Except as specifically noted above, this Amendment does not modify or update disclosures in the Original Filing. Accordingly, this Amendment does not reflect
events occurring after the filing of the Original Filing or modify or update any related or other disclosures.

PART II



|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be
disclosed by a company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the Exchange Act) is accumulated and communicated to the companys management, including its principal executive
and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of February 28, 2014, our Chief Executive Officer and Chief Financial
Officer concluded that as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level for the reasons specified in the Explanatory Note to this Annual Report on Form 10-K/A.

Managements Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in
Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal
control over financial reporting as of February 28, 2014 based on the 1992 framework established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).



---

Our internal control over financial reporting includes policies and procedures that provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Based on the results of our evaluation, our management
concluded that our internal control over financial reporting was effective as of February 28, 2014. This annual report did not include an attestation report of the Companys registered public accounting firm due to the exemption provided
by the rules of the Securities and Exchange Commission for emerging growth companies.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during our most recent fiscal quarter that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and
internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and
procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control
system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems,
no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that
breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of
controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may
become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and
not be detected.



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PART III



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

The information required by this Item is incorporated herein by
reference to information contained in the Proxy Statement, including the sections entitled Directors and Corporate Governance, Executive Compensation and Committee Reports.



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

See Financial Statements and Supplementary Data - Note 13 for information required by this Item concerning securities authorized
for issuance under equity compensation plans.

The information required by this Item concerning security ownership of certain beneficial
owners and management is incorporated herein by reference to information contained in the Proxy Statement in the section entitled Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|-------- | ------------------------------------------------------------------------

We describe
below transactions and series of similar transactions, during the fiscal year, to which we were a party or will be a party, in which:



| |  |  | the amounts involved exceeded or will exceed $120,000; and
| | - |  | ----------------------------------------------------------



| |  |  | any of our directors, executive officers, or beneficial holders of more than 5% of any class of our capital stock had or will have a direct or indirect material interest.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Other than as described below, there has not been, nor is there any currently proposed, transactions or series of similar transactions to
which we have been or will be a party.

One of our directors, Patrick J. OMalley, III, is the Chief Financial Officer of Seagate
Technology Public Limited Company (Seagate PLC). Seagate LLC, a wholly owned subsidiary of Seagate PLC, is one of our customers and we earned revenue of $3.3 million, $3.4 million, and $1.8 million for fiscal 2014, 2013, and 2012. We
received payments of $4.7 million, $3.1 million, and $2.3 million for fiscal 2014, 2013, and 2012 relating to subscriptions to our solutions. We have outstanding receivables from Seagate of $0.1 million and $1.0 million as of February 28, 2014
and 2013.

Our Board of Directors is committed to upholding the highest legal and ethical conduct in fulfilling its responsibilities and
recognizes that related party transactions can present a heightened risk of potential or actual conflicts of interest. We have adopted a written policy, which was effective as of July 2012, which provides that our executive officers, directors,
holders of more than 5% of any class of our voting securities, and any member of the immediate family of and any entity affiliated with any of the foregoing persons, are not permitted to enter into a related party transaction with us without the
prior consent of our audit committee, or other independent members of our board of directors in the case it is inappropriate for our audit committee to review such transaction due to a conflict of interest. Pursuant to such policy, any request for
us to enter into a transaction with an executive officer, director, principal stockholder, or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000 must first be presented to our audit committee for
review, consideration and approval. In approving or rejecting any such proposal, our audit



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committee is to consider the relevant facts and circumstances available and deemed relevant to the audit committee, including, but not limited to, whether the transaction is on terms no less
favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related partys interest in the transaction.

The information required by this Item concerning director independence is incorporated herein by reference to information contained in the
Proxy Statement in the section entitled Directors and Corporate Governance.



|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------

The information required by this Item is
incorporated herein by reference to information contained in the Proxy Statement in the section entitled Ratification of Appointment of Independent Auditors.



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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as a part of this Annual Report on Form 10-K/A:

(a) Financial Statements: The financial statements listed in the Index to Consolidated Financial Statements as Item 8 of the
Original Filing and are incorporated by reference herein.

(b) Financial Statement Schedules: The schedules are either not applicable
or the required information is presented in the consolidated financial statements or notes thereto in the Original Filing.

(c) Exhibits: The exhibits incorporated by reference or filed as a part of this Annual Report on Form 10-K/A are listed in the
Exhibit Index immediately following the signatures to this report.



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized on March 12, 2015.



E2OPEN, INC.By:

/s/ Mark E. WoodwardMark E. Woodward President and Chief Executive
Officer




|                                                       |  |                                                                               |  |               
|------------------------------------------------------ |  | ----------------------------------------------------------------------------- |  | --------------
|Signature                                              |  | Title                                                                         |  | Date          
|                                                       |  |                                                                              
|/s/ Mark E. Woodward
Mark E. Woodward                  |  | Director, President and Chief
Executive Officer (Principal
Executive Officer) |  | March 12, 2015
|                                                       |  |                                                                              
|/s/ Peter J. Maloney
Peter J. Maloney                  |  | Chief Financial Officer
(Principal Financial and
Accounting Officer)          |  | March 12, 2015
|                                                       |  |                                                                              
|/s/ John B. Mumford*
John B. Mumford                   |  | Chairman of the Board of Directors                                            |  | March 12, 2015
|                                                       |  |                                                                              
|/s/ Carl Bass*
Carl Bass                               |  | Director                                                                      |  | March 12, 2015
|                                                       |  |                                                                              
|/s/ Bernard F. Mathaisel*
Bernard F. Mathaisel         |  | Director                                                                      |  | March 12, 2015
|                                                       |  |                                                                              
|/s/ Patrick J. OMalley, III*
Patrick J. OMalley, III |  | Director                                                                      |  | March 12, 2015
|                                                       |  |                                                                              
|/s/ Stephen M. Ward, Jr.*
Stephen M. Ward, Jr.         |  | Director                                                                      |  | March 12, 2015

|                                          |  |                  |  | 
|----------------------------------------- |  | ---------------- |  | 
|                                          |  |                 
|*By /s/ Peter J. Maloney
Peter J. Maloney |  | Attorney-in-Fact |  | 



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EXHIBIT INDEX



|          |  |                                                                                                                                                                       
|--------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1(1)    |  | Share Purchase Agreement between ICON-SCM AG and the Company, dated July 30, 2013.                                                                                    
|          | 
|3.1(2)    |  | Amended and Restated Certificate of Incorporation of the Registrant.                                                                                                  
|          | 
|3.4(2)    |  | Amended and Restated Bylaws of the Registrant.                                                                                                                        
|          | 
|4.1(2)    |  | Specimen Common Stock Certificate of the Registrant.                                                                                                                  
|          | 
|4.2(3)    |  | Registration Rights Agreement, dated June 27, 2005, as amended.                                                                                                       
|          | 
|10.1#(2)  |  | Form of Director and Executive Officer Indemnification Agreement.                                                                                                     
|          | 
|10.2#(3)  |  | 2003 Stock Plan, as amended and forms of option agreements thereunder.                                                                                                
|          | 
|10.3#(2)  |  | 2012 Equity Compensation Plan and forms of agreements thereunder.                                                                                                     
|          | 
|10.4#(4)  |  | Offer Letter to Mark E. Woodward, dated June 20, 2008.                                                                                                                
|          | 
|10.5#(4)  |  | Offer Letter to Peter J. Maloney, dated December 26, 2007.                                                                                                            
|          | 
|10.6#(4)  |  | Addendum to Offer Letter to Peter J. Maloney, dated June 10, 2008.                                                                                                    
|          | 
|10.8#(4)  |  | Offer Letter to David W. Packer, dated August 18, 2008, as amended.                                                                                                   
|          | 
|10.9#(4)  |  | Offer Letter to Michael A. Schmitt, dated December 13, 2010.                                                                                                          
|          | 
|10.10#(4) |  | Offer Letter to Robert Schoenthaler, dated June 18, 2007.                                                                                                             
|          | 
|10.12(4)  |  | Lease Agreement by and between Bayside Towers, Inc. and the Registrant, dated May 7, 2009.                                                                            
|          | 
|10.13(4)  |  | Office Building Lease by and between TPGGreat Hills Plaza LLC and Registrant, dated September 2, 2005, as amended.                                                   
|          | 
|10.14(4)  |  | Office Lease Agreement by and between Teachers Insurance and Annuity Association of America and Registrant, dated April 27, 2005, as amended.                         
|          | 
|10.15(4)  |  | Tenancy Agreement by and between Inter Heritage (M) Sdn. Bhd. and E2open Development Corporation, a subsidiary of the Registrant, dated November 19, 2007, as amended.
|          | 
|10.16(4)  |  | License for Use of ASMEC Facilities by and between Asmec Management Associates Ltd and Registrant, dated March 30, 2007, as amended.                                  
|          | 
|10.17(4)  |  | Fourth Amended and Restated Business Financing Agreement by and between Bridge Bank, National Association and Registrant, dated April 30, 2010.                       
|          | 
|10.18(4)  |  | Intellectual Property Security Agreement by and between Bridge Bank, National Association and Registrant, dated April 30, 2010.                                       
|          | 
|10.19(4)  |  | Master Services Agreement by and between Equinix Operating Co., Inc. and Registrant, dated May 7, 2004, as amended.                                                   
|          | 
|10.20#(5) |  | Form of Change in Control Severance Agreement to be entered into with the Companys executive officers.                                                               
|          | 
|10.21(6)  |  | Amendment Number One to Business Financing Agreement by and between Bridge Bank, National Association and Registrant, dated February 21, 2014.                        
|          | 
|21.1(4)   |  | List of Subsidiaries of the Registrant.                                                                                                                               
|          | 
|23.1(6)   |  | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.                                                                                      
|          | 
|23.2(6)   |  | Consent of KPMG LLP, Independent Registered Public Accounting Firm.                                                                                                   
|          | 
|31.1*     |  | Certification of the Principal Executive Officer of E2open, Inc. pursuant to rule 13a-14 and 15d-14(a) under the Securities Exchange Act of 1934, as amended.         



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|            |  |                                                                                                                                                                                                  
|----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.2*       |  | Certification of the Principal Financial Officer of E2open, Inc.
pursuant to rule 13a-14 and 15d-14(a) under the Securities Exchange Act of 1934, as amended.                                    
|            | 
|32.1(6)     |  | Certification of the Chief Executive Officer and Chief Financial Officer of E2open, Inc. pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|            | 
|101.INS(6) |  | XBRL Instance Document                                                                                                                                                                           
|            | 
|101.SCH(6) |  | XBRL Taxonomy Schema Linkbase Document                                                                                                                                                           
|            | 
|101.CAL(6) |  | XBRL Taxonomy Calculation Linkbase Document                                                                                                                                                      
|            | 
|101.DEF(6) |  | XBRL Taxonomy Definition Linkbase Document                                                                                                                                                       
|            | 
|101.LAB(6) |  | XBRL Taxonomy Labels Linkbase Document                                                                                                                                                           
|            | 
|101.PRE(6) |  | XBRL Taxonomy Presentation Linkbase Document                                                                                                                                                     



|* | Filed herewith
|- | --------------

| | In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities
Act of 1933, is deemed not filed for purposes of section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|# | Indicates a management contract or compensatory plan.
|- | -----------------------------------------------------

|(1) | Incorporated by reference from Exhibit 10.1 to the Companys quarterly report on Form 10-Q (No. 001-35598), as filed with the Securities and Exchange Commission on October 10, 2013.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference from the Companys registration statement on Form S-1 (No. 333-179558), Amendment No. 3, as filed with the Securities and Exchange Commission on July 2, 2012.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference from the Companys registration statement on Form S-1 (No. 333-179558), as filed with the Securities and Exchange Commission on February 17, 2012.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference from the Companys registration statement on Form S-1 (No. 333-179558), Amendment No. 1, as filed with the Securities and Exchange Commission on May 4, 2012.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference from the Companys registration statement on Form S-1 (No. 333-179558), Amendment No. 4, as filed with the Securities and Exchange Commission on July 13, 2012.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference from the Companys annual report on Form 10-K (No. 001-35598), as filed with the Securities and Exchange Commission on May 5, 2014.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



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