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As filed with the Securities and Exchange Commission on October 22, 1999
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INFORMATICA CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 77-0333710
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
3350 W. BAYSHORE ROAD
PALO ALTO, CA 94303
(Address of Principal Executive Offices)(ZIP Code)
1996 FLEXIBLE STOCK INCENTIVE PLAN
1999 STOCK INCENTIVE PLAN
1999 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN
(Full Title of the Plans)
------------------------------
GAURAV S. DHILLON
CHIEF EXECUTIVE OFFICER
INFORMATICA CORPORATION
3350 W. BAYSHORE ROAD
PALO ALTO, CA 94303
(Name and Address of Agent for Service)
(650) 687-6200
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
CORI M. ALLEN, ESQ.
MORRISON & FOERSTER LLP
755 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 813-5600
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
=================================================================================================
Proposed
Maximum
Amount Maximum Aggregate Amount Of
Title of Securities To Be Offering Price Offering Registration
To Be Registered Registered Per Share(1) Price(1) Fee
- ---------------------- ----------------- ------------------ ------------------ ------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001
par value per share 1,013,007 $65.46875 $66,320,302 $18,437
=================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) and Rule 457(c) under the Securities Act of
1933, based upon an average of the high and low prices of Informatica
Corporation common stock reported on the Nasdaq National Market on October
15, 1999.
In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
(plan information and registrant information and employee plan annual
information) will be sent or given to employees as specified by Securities and
Exchange Commission Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Form S-8 (Part II hereof), taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Informatica Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein:
(a) The Registrant's Prospectus filed pursuant to Rule 424(b) of the
Securities Act of 1933, as amended, and included in the Registration Statement
on Form S-1 (the "Registration Statement") as declared effective on April 28
1999 (No. 333-72677), which includes audited financial statements for the
Registrant's latest fiscal year.
(b) The Registrant's Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission for the quarter ending June 30, 1999.
(c) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the
end of the fiscal year covered by the audited financial statements described in
(a) above.
(d) The description of the Registrant's Common Stock which is contained
in its Registration Statement on Form 8-A dated April 26, 1999 filed under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered 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 by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained
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herein or in any other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
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.
Section 145 ("Section 145") of the Delaware General Corporation Law
("DGCL") provides a detailed statutory framework covering indemnification of
officers and directors against liabilities and expenses arising out of legal
proceedings brought against them by reason of their being or having been
directors or officers. Section 145 generally provides that a director or officer
of a corporation (i) shall be indemnified by the corporation for all expenses of
such legal proceedings when he is successful on the merits, (ii) may be
indemnified by the corporation for the expenses, judgments, fines and amounts
paid in settlement of such proceedings (other than a derivative suit), even if
he is not successful on the merits, 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, and (iii) may be
indemnified by the corporation for the expenses of a derivative suit (a suit by
a stockholder alleging a breach by a director or officer of a duty owed to the
corporation), even if he is not successful on the merits, 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. No indemnification may be made under clause (iii)
above, however, if the director or officer is adjudged liable for negligence or
misconduct in the performance of his duties to the corporation, unless a
corporation determines that, despite such adjudication, but in view of all the
circumstances, he is entitled to indemnification. The indemnification described
in clauses (ii) and (iii) above may be made only upon a determination that
indemnification is proper because the applicable standard of conduct has been
met. Such a determination may be made by a majority of a quorum of disinterested
directors, independent legal counsel, the stockholders or a court of competent
jurisdiction. The Company's Certificate of Incorporation provides that the
Company shall indemnify to the fullest extent permitted by Section 145, as it
now exists or as amended, all persons whom it may indemnify pursuant thereto.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
Certificate of Incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (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
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director derived an improper personal benefit. The Company's Certificate of
Incorporation provides for the elimination of personal liability of a director
for breach of fiduciary duty, as permitted by Section 102(b)(7) of the DGCL.
Section 7 of the Form of Underwriting Agreement, attached as Exhibit 1.1
to the Registration Statement on Form S-1, contains certain provisions relating
to indemnification.
The Company has obtained liability insurance insuring the Company's
officers and directors against liabilities that they may incur in such
capacities.
The Company has entered into agreements to indemnify its directors and
executive officers, in addition to indemnification provided for in the Company's
charter documents. These agreements, among other things, provide for the
indemnification of the Company's directors and executive officers for certain
expenses (including attorneys' fees), judgments, fines and settlement amounts
incurred by any such person in any action or proceeding, including any action by
or in the right of the Company, arising out of such person's services as a
director or executive officer of the Company, any subsidiary of the Company or
any other company or enterprise to which such person provides services at the
request of the Company to the fullest extent permitted by applicable law. The
Company believes that these provisions and agreements will assist the Company in
attracting and retaining qualified persons to serve as directors and executive
officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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4.1 Form of Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's Registration Statement on Form
S-1 (Commission File No. 333-72677) which became effective on April 28,
1999 (the "Registration Statement on Form S-1")).
4.2 Registrant's Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.3 to the Registration Statement on Form S-1).
4.3 1996 Flexible Stock Incentive Plan, including forms of agreements
thereunder (incorporated by reference to Exhibit 10.10 to the Registration
Statement on Form S-1).
4.4 1999 Stock Incentive Plan (incorporated by reference to Exhibit 10.11 to
the Registration Statement on Form S-1).
4.5 1999 Non-Employee Director Stock Incentive Plan (incorporated by reference
to Exhibit 10.12 in the Registration Statement on Form S-1).
5.1 Opinion of Morrison & Foerster LLP.
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<TABLE>
<S> <C>
23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (See page II-5).
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ITEM 9. UNDERTAKINGS.
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;
(ii)To reflect in the prospectus any facts or events
arising after the effective date of the 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 the
Registration Statement;
(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 the Registration
Statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
this Registration Statement is on Form S-3 or Form S-8 and 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 Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(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 offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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.
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Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities 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 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 Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Informatica Corporation certifies that it has reasonable grounds to believe that
it meets all 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 Palo Alto, State of California, on October 20,
1999.
INFORMATICA CORPORATION
By: /s/ Gaurav S. Dhillon
---------------------------------
Gaurav S. Dhillon
Chief Executive Officer,
Secretary and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints, severally and not jointly, Gaurav S.
Dhillon, Diaz H. Nesamoney, and Craig L. Klosterman, with full power to act
alone, his true and lawful attorneys-in-fact, with the power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact full power and authority to do and perform each and
every act and thing requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact may lawfully do or cause to be done by virtue
hereof.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
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Signature Title Date
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<S> <C> <C>
/s/ Gaurav S. Dhillon Chief Executive Officer, Secretary October 20, 1999
- ------------------------------------ and Director (Principal Executive
Gaurav S. Dhillon Officer)
/s/ Diaz H. Nesamoney President and Director October 20, 1999
- ------------------------------------
Diaz H. Nesamoney
/s/ Craig L. Klosterman Senior Vice President and Chief
- ------------------------------------ Financial Officer (Principal
Craig L. Klosterman Financial and Accounting Officer) October 20, 1999
/s/ David W. Pidwell Director October 20, 1999
- ------------------------------------
David W. Pidwell
/s/ A. Brooke Seawell Director October 20, 1999
- ------------------------------------
A. Brooke Seawell
/s/ Vincent R. Worms Director October 20, 1999
- ------------------------------------
Vincent R. Worms
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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4.1 Form of Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrants' Registration Statement on
Form S-1 (Commission File No. 333-72677 which became effective on April
28, 1999 (the "Registration Statement on Form S-1")).
4.2 Registrant's Amended and Restated Bylaws (incorporated by reference to
Exhibit 3.3 to the Registration Statement on Form S-1).
4.3 1996 Flexible Stock Incentive Plan, including forms of agreements
thereunder (incorporated by reference to Exhibit 10.10 to the
Registration Statement on Form S-1).
4.4 1999 Stock Incentive Plan (incorporated by reference to Exhibit 10.11
to the Registration Statement on Form S-1).
4.5 1999 Non-Employee Director Stock Incentive Plan (incorporated by
reference to Exhibit 10.12 in the Registration Statement on Form S-1).
5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (See page II-5).
</TABLE>
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Exhibit 5.1
MORRISON & FOERSTER LLP
Palo Alto, California
October 21, 1999
INFORMATICA CORPORATION
3350 W. Bayshore Road
Palo Alto, CA 94303
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
executed by you on October 21, 1999, and to be filed with the Securities and
Exchange Commission (the "SEC") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 1,013,007 shares of your
common stock, $.001 par value (the "Common Stock") which will be issuable under
the 1996 Flexible Stock Incentive Plan, 1999 Stock Incentive Plan and 1999
Non-employee Director Stock Incentive Plan (the "Plans").
As your counsel in connection with the Registration Statement, we have
examined the proceedings taken by you in connection with the adoption of the
Plans and the authorization of the issuance of the shares of Common Stock under
the Plans (the "Plan Shares") and such documents as we have deemed necessary to
render this opinion.
Based upon the foregoing, it is our opinion that the Plan Shares, when
issued and outstanding pursuant to the terms of the Plan, will be validly
issued, fully paid and nonassessable shares of Common Stock.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Morrison & Foerster LLP
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Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1996 Flexible Stock Incentive Plan, 1999 Stock Incentive
Plan and 1999 Non-Employee Director Stock Incentive Plan of Informatica
Corporation of our report dated February 2, 1999, with respect to the
consolidated financial statements and financial statement schedule of
Informatica Corporation, included in its Registration Statement (Form S-1, No
333-72677) and related Prospectus, filed with the Securities and Exchange
Commission.
/S/ ERNST & YOUNG LLP
Palo Alto, California
October 21, 1999
