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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 6, 2000 (August 29,
2000)
INFORMATICA CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
77-0333710
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(Commission File Number) (I.R.S. Employer Identification No.)
3350 West Bayshore Road, Palo Alto, CA 94303
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(Address of Principal Executive Offices) (Zip Code)
(650) 687-6200
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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INFORMATION TO BE INCLUDED IN REPORT
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 31, 2000, pursuant to the Agreement and Plan of Merger, dated
as of August 29, 2000, by and among Informatica Corporation (the "Registrant"),
I-2 Merger Corporation, a Delaware corporation ("Merger Sub") and Zimba, a
privately held California corporation ("Zimba") (the "Agreement"), the
Registrant completed the merger of Merger Sub, a wholly-owned subsidiary of the
Registrant, with and into Zimba, with Zimba being the surviving corporation of
the merger and becoming a wholly-owned subsidiary of the Registrant. The
transaction closed on August 31, 2000 and is being accounted for as a purchase
transaction.
As consideration for the transaction, the Registrant issued 250,669
shares of the Registrant's common stock, $0.001 par value, in exchange for the
outstanding shares of capital stock of Zimba, subject to the withholding of 10%
of such shares in escrow in accordance with the terms of the Agreement. At the
effective time of the merger, all outstanding options and warrants to purchase
shares of Zimba capital stock were automatically converted into options and
warrants to purchase the Registrant's common stock based upon the conversion
ratio set forth in the Agreement with corresponding adjustment to their
respective exercise prices.
The Registrant currently intends that Zimba's business will continue to
be operated in its current manner. Certain of the assets of Zimba were used in
the development of applications that provide mobile professionals with real-time
access to corporate and external information through wireless devices, voice
recognition technology and the Internet, and the Registrant currently intends to
use such assets in substantially the same manner.
The total value of consideration paid for the purchase transaction was
determined based on arm's length negotiations between the Registrant and Zimba,
which took into account Zimba's financial position, operating history, products,
intellectual property and other factors relating to Zimba's business and certain
income tax aspects of the transaction. There are no material relationships
between Zimba and either the Registrant or Merger Sub or any of their respective
affiliates or any director or officer of the Registrant or Merger Sub or any
affiliate of such director or officer.
ITEM 5. OTHER EVENTS
The Registrant issued a press release dated August 29, 2000 (the "Press
Release") announcing the acquisition of Zimba as described in Item 2 above.
The Press Release is attached as Exhibit 99.1 to this Report on Form 8-K
and is incorporated by reference herein. The foregoing summary of the Press
Release is qualified in its entirety by reference to the Press Release.
Any statement contained in the Press Release that are not historical
facts are forward-looking statements. In particular, statements using the words
"will," "plans," "expects," "believes," "anticipates," or like terms are by
their nature predictions based upon current plans, expectations, estimates, and
assumptions. These statements are subject to a number of risks and uncertainties
that could significantly affect outcomes, which may differ materially from the
expectations, estimates, or assumptions expressed in or implied by an such
forward-looking statements. Specific risks applicable to such forward-looking
statements include risks associated with the failure to conclude any proposed
agreement and/or changing conditions in the marketplace. Other risks and
uncertainties associated with the business of the Registrant may be reviewed in
the Registrant's public filings on Form 10-Q and Form 10-K. Those documents are
publicly on file with the U.S. Securities and Exchange Commission.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired
It is impractical for Registrant to file the required financial
statements at this time. Registrant intends to file with the Securities
and Exchange Commission such financial statements within 60 days of the
filing date of this report.
(b) Pro Forma Financial Information
See response to Item 7(a).
(c) Exhibits
The Exhibit Index appearing on page 4 is incorporated herein by
reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INFORMATICA CORPORATION
(the Registrant)
By: /s/ Diaz Nesamoney
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Diaz Nesamoney,
President
Dated: September 6, 2000
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
2.1 Agreement and Plan of Merger by and among Informatica
Corporation, I-2 Merger Corporation, and Zimba.
99.1 Press Release of Informatica Corporation dated August 29, 2000.
</TABLE>
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Pursuant to Item 601(b)(2) of Regulation S-K, the following exhibits to this
Agreement and Plan of Merger have been omitted. Such exhibits will be submitted
to the Securities and Exchange Commission upon request.
<TABLE>
<CAPTION>
EXHIBIT NAME
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<S> <C>
Exhibit B Proprietary Information and Inventions Agreement
Exhibit C Opinion from Company Counsel
Exhibit D Opinion from Acquiror's Counsel
</TABLE>
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