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As filed with the Securities and Exchange Commission on July 24, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INFORMATICA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 77-0333710
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3350 W. BAYSHORE ROAD
PALO ALTO, CALIFORNIA 94303
(650) 687-6200
(Address, including zip code, and telephone number,
including area code, of registrar's principal executive offices)
Gaurav Dhillon
Chief Executive Officer
3350 W. Bayshore Rd.
Palo Alto, California 94303
(650) 687-6200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
Cori M. Allen, Esq.
Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, California 94304
(650) 813-5600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of
this Registration statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES TO AMOUNT TO BE AGGREGATE PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED SHARE PRICE REGISTRATION FEE
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Common Stock, $.001
par value ......... 1,299,084 shares $84.03125(1) $109,163,652.38(1) $28,819.20
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(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) based on the average of the high and low
reported sales prices on the Nasdaq National Market on July 18, 2000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE AN AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OF SALE IS NOT PERMITTED.
Subject to Completion, dated July 24, 2000
PROSPECTUS
INFORMATICA CORPORATION
1,299,084 SHARES OF COMMON STOCK
1,299,084 shares of our common stock were issued to former shareholders
of Influence Software, Inc. as payment for the acquisition of Influence
Software, Inc. Some of these stockholders may wish to sell these shares in the
future, and this prospectus allows them to do so. We will not receive any of the
proceeds from any sale of shares by these stockholders, but we have agreed to
bear the expenses of registration of the shares by this prospectus.
Our stock is listed on the Nasdaq National Market under the symbol:
INFA
The last sale price of the common stock on the Nasdaq National Market on
July 21, 2000 was $86.8125 per share.
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INVESTING IN THE COMMON STOCK INVOLVES A HIGH LEVEL OF INVESTMENT RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 7 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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_________, 2000
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TABLE OF CONTENTS
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Available Information................................................................ 4
Incorporation of Certain Documents by Reference...................................... 4
The Company.......................................................................... 6
Use of Proceeds...................................................................... 6
Risk Factors......................................................................... 7
Special Note Regarding Forward-Looking Statements.................................... 15
Selling Stockholders................................................................. 16
Plan of Distribution................................................................. 17
Experts.............................................................................. 17
Legal Matters........................................................................ 17
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No person has been authorized to give any information or to make any
representations not contained or incorporated by reference in this prospectus in
connection with the offer described in this prospectus and, if given or made,
such information and representations must not be relied upon as having been
authorized by the Company or the selling stockholders. Neither the delivery of
this prospectus nor any sale made under this prospectus shall under any
circumstances create any implication that there has been no change in the
affairs of Informatica Corporation since the date hereof or since the date of
any documents incorporated herein by reference. This prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
other than the securities to which it relates, or an offer or solicitation in
any state to any person to whom it is unlawful to make such offer in such state.
AVAILABLE INFORMATION
We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance with
the Act we file reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). These reports, proxy
statements and other information filed can be inspected and copied at the
Commission's Public Reference Section, 450 Fifth Street, N.W., Washington, D.C.,
20549, and at the following regional offices of the Commission: Seven World
Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such material can be
obtained from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. The Commission maintains a
web site (http://www.sec.gov) containing reports, proxy and information
statements and other information of registrants, including ours, that file
electronically with the Commission. In addition, the Common Stock is listed on
the Nasdaq National Market and similar information concerning us can be
inspected and copied at the offices of the National Association of Securities
Dealers, Inc., 9513 Key West Avenue, Rockville, Maryland 20850.
We have filed with the Commission a registration statement on Form S-3
(of which this prospectus is a part) under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the shares being offered by this
prospectus. This prospectus does not contain all of the information set forth in
this registration statement, some portions of which have been omitted as
permitted by the rules and regulations of the Commission. Statements contained
in this prospectus as to the contents of any contract or other documents are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document filed as an exhibit to the registration statement,
each of these statements are qualified in all respects by this reference and the
exhibits and schedules thereto. For further information regarding us and the
shares being offered by this prospectus, reference is hereby made to the
registration statement and such exhibits and schedules which may be obtained
from the Commission at its principal office in Washington, D.C. upon payment of
the fees prescribed by the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by Informatica Corporation
under the Exchange Act with the Commission and are incorporated herein by
reference:
a. Our Annual Report on Form 10-K filed on March 30, 2000 for the year
ended December 31, 1999;
b. Our Quarterly Report on Form 10-Q filed on May 15, 2000 for the
quarter ended March 31, 2000;
c. Our Definitive Proxy on Form 14A filed on April 20, 2000; and
d. The description of our Common Stock contained in our registration
statement on Form 8-A (File No. 000-25871).
Each document we file pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Exchange Act subsequent to the date of this prospectus and prior to the
termination of the offering made hereby shall be deemed to be incorporated by
reference in this prospectus and to be part hereof from the date of filing such
documents. Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained herein (or in the applicable prospectus supplement) 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 such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.
Copies of all documents which are incorporated herein by reference (not
including the exhibits to such information, unless such exhibits are
specifically incorporated by reference in such information) will be provided
without charge to each person, including any beneficial owner, to whom this
prospectus is delivered upon written or oral request. Requests should be
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directed to Earl E. Fry, Chief Financial Officer, 3350 W. Bayshore Road, Palo
Alto, California 94303, telephone number: (650) 687-6200.
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THE COMPANY
We are a leading provider of analytic applications, infrastructure
software and related services that help give eBusinesses the ability to evaluate
and fine-tune the performance of their key operational areas for more effective
decision making. While eBusiness has emerged as the new context for global
commerce, one of the most vexing problems facing organizations building their
eBusinesses is how to integrate and analyze the wealth of customer, partner and
supplier information across both online and offline sales channel. Compounding
this problem, businesses have historically suffered from technical complexity
and system incompatibility. Our products help streamline and simplify the
integration and analysis of information by providing a packaged, integrated
solution.
We provide a highly adaptable, functionally rich software solution for
deploying, managing and maintaining products that enable more effective business
decision making. Our solution consists of an enterprise data integration
platform which automates the process of retrieving, organizing and consolidating
data from multiple systems, and a suite of analytic applications to evaluate the
performance of a corporation's entire value-chain of customer, partner and
supplier relationships.
Our products enable large, global organizations to build the necessary
infrastructure for deploying and managing business intelligence and analytic
applications across the enterprise. Since the acquisition of Influence Software,
Inc. ("Influence") in December 1999, our complete analytic solution enables
companies to deploy integration analytic applications that leverage our data
integration infrastructure. These products are designed to reduce the
complexities of deploying, maintaining, and designing the required analytic
solutions and to enhance the quality and performance of information analysis. We
are providing a complete solution for our customers to deploy a total solution
for business analysis.
Our solution enables enterprises to implement multi-tier decision
support architecture that can be as sophisticated -- or as simple -- as
necessary. We provide our customers with the capabilities to deploy a complete
analytic solution encompassing a proven data integration platform along with
integrated analytic applications that span CRM, Business Operations, and
Procurement. Our customers can deploy our complete suite of analytic
applications to examine the impact of suppliers' on time delivery, in the
eProcurement suite, on corporate profitability, in the eBusiness Operations, and
the correlation to customer satisfaction, within the eCRM solution. Large
enterprises can use PowerCenter(TM), for instance, to create a data integration
hub that will synchronize and manage wide-ranging decision support resources.
Other organizations can start small, through PowerMart (R), by creating
independent line-of-business data warehouses and analytic systems. Then, as
business needs grow and change, they can add the synchronization and
sophisticated management capabilities of PowerCenter.
Our principal executive offices are located at 3350 W. Bayshore Road,
Palo Alto, California 94303, and our telephone number is (650) 687-6200. We were
incorporated in California in February 1993 and reincorporated in Delaware in
April 1999.
USE OF PROCEEDS
All of the shares being offered under this prospectus are offered by the
selling stockholders, and we will not receive any of the proceeds from the sale
of the shares. This registration statement is intended to satisfy certain of our
obligations under our agreement and plan of merger with Influence. Under that
agreement, we have agreed to pay expenses of registration of these shares under
federal and state securities laws.
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RISK FACTORS
Investors should carefully consider the following risk factors in
evaluating an investment in the common stock.
THE EXPECTED FLUCTUATION OF OUR QUARTERLY RESULTS COULD CAUSE OUR STOCK PRICE TO
EXPERIENCE SIGNIFICANT FLUCTUATIONS OR DECLINES
Our quarterly operating results have fluctuated in the past and are
likely to do so in the future. These fluctuations could cause our stock price to
also significantly fluctuate or experience declines. Some of the factors which
could cause our operating results to fluctuate include:
- the size and timing of customer orders, which can be affected by
customer order deferrals in anticipation of future new product
introductions or product enhancements and customer budgeting and
purchasing cycles;
- market acceptance of our products;
- the length and variability of our sales cycle for our products;
- introduction or enhancement of our products or our competitors'
products and changes in our or our competitors' pricing policies;
- our ability to develop, introduce and market new products on a
timely basis;
- the mix of our products and services sold and the mix of
distribution channels utilized;
- our success in expanding our sales and marketing programs;
- technological changes in computer systems and environments and
- general economic conditions, which may affect our customers'
capital investment levels.
Our product revenues are not predictable with any significant degree of
certainty. Historically, we have recognized a substantial portion of our
revenues in the last month of the quarter. If customers cancel or delay orders,
it can have a material adverse impact on our revenues and results of operations
for the quarter. To the extent any such cancellations or delays are for large
orders, this impact will be greater. To the extent that the average size of our
orders increases, customers' cancellations or delays of orders will more likely
have a material adverse impact on our revenues and results of operations. Our
quarterly product license revenues are difficult to forecast because we
historically have not had a substantial backlog of orders, and therefore
revenues in each quarter are substantially dependent on orders booked and
shipped in that quarter. Our product license revenues are also difficult to
forecast because the market for our products is rapidly evolving, and our sales
cycles, which may last many months, vary substantially from customer to customer
and vary in general due to a number of factors over which we have little or no
control. Nonetheless, our short-term expense levels are relatively fixed and
based, in part, on our expectations of future revenues. The difficulty we have
in predicting our quarterly revenue means revenue shortfalls are likely to occur
at some time, and our inability to adequately reduce short-term expenses means
such shortfalls will affect not only our revenue, but also our overall business,
results of operations and financial condition. Due to the uncertainty
surrounding our revenues and expenses, we believe that quarter-to-quarter
comparisons of our operating results are not a good indication of our future
performance. While we achieved significant quarter-to-quarter revenue growth in
the past, you should not take these recent quarterly results to be indicative of
our future performance. We do not expect to sustain this same rate of sequential
quarterly revenue growth in future periods. Moreover, it is likely that in some
future quarter, our operating results will fall below the expectations of stock
analysts and investors. If this happens, the price of our common stock may fall.
IF THE MARKET IN WHICH WE SELL OUR PRODUCTS AND SERVICES DOES NOT GROW AS WE
ANTICIPATE, IT WILL ADVERSELY AFFECT OUR REVENUES
The market for software solutions that enable more effective business
decision making by helping companies aggregate and utilize data stored
throughout an organization is relatively new and still emerging. Substantially
all of our revenues are attributable to the sale of products and services in
this market. If this market does not grow at the rate we
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anticipate, our business, results of operations and financial condition will be
adversely affected. One of the reasons this market might not grow as we
anticipate is that many companies are not yet fully aware of the benefits of
using these software solutions to help make business decisions or the benefits
of our specific product solutions. As a result, we believe large companies to
date have deployed these software solutions to make business decisions on a
relatively limited basis. Although we have devoted and intend to continue to
devote significant resources promoting market awareness of the benefits of these
solutions, our efforts may be unsuccessful or insufficient.
WE EXPECT SEASONAL TRENDS TO CAUSE OUR QUARTERLY REVENUES TO FLUCTUATE
We have experienced, and expect to continue to experience, seasonality
with respect to product license revenues. In recent years, there has been a
relatively greater demand for our products in the fourth quarter than in each of
the first three quarters of the year, particularly the first quarter. As a
result, we have historically experienced relatively higher bookings in the
fourth quarter and relatively lighter bookings in the first quarter. While some
of this effect can be attributed to the rapid growth of revenues in recent
years, we believe that these fluctuations are caused by customer buying patterns
(often influenced by year-end budgetary pressures) and the efforts of our direct
sales force to meet or exceed year-end sales quotas. In addition, European sales
may tend to be relatively lower during the summer months than during other
periods. We expect that seasonal trends will continue for the foreseeable
future. This seasonal impact may increase as we continue to focus our sales
efforts on large corporations. We were incorporated in 1993 and therefore have a
limited operating history upon which investors can evaluate our operations,
products and prospects. We have incurred significant net losses since our
inception, and it is possible we may not achieve profitability. We incurred net
losses of $1.5 million, $9.3 million and $8.0 million in 1999, 1998 and 1997,
respectively. As of December 31, 1999, we had an accumulated deficit of $23.9
million. In addition, we intend to increase our operating expenses significantly
in 2000; therefore, our operating results will be adversely affected if revenues
do not increase significantly.
BECAUSE WE SELL A FEW MAIN PRODUCTS, IF THEY DO NOT ACHIEVE BROAD MARKET
ACCEPTANCE, OUR REVENUES WILL BE ADVERSELY AFFECTED
To date, substantially all of our revenues were derived from our
PowerCenter, PowerMart, PowerConnect, Analytic Business Components for SAP R/3,
and Informatica Application Products and related services. We expect revenues
derived from these products and related services to comprise substantially all
of our revenues for the foreseeable future. Even if the emerging software market
in which these products are sold grows substantially, if either of these
products does not achieve market acceptance, our revenues will be adversely
affected. Market acceptance of our products could be materially adversely
affected if, among other things, applications suppliers integrate their products
to such a degree that the utility of the data integration functionality that our
products provide is minimized or rendered unnecessary.
RISKS ASSOCIATED WITH STRATEGIC ACQUISITIONS AND INVESTMENTS
In December 1999, we acquired Influence, a developer of analytic
applications for e-business, in a transaction accounted for as a
pooling-of-interests. There can be no assurance that this acquisition will be
effectively assimilated into our business. The integration of Influence will
place a burden on our management and infrastructure. Such integrations are
subject to risks commonly encountered in making such acquisitions, including,
among others, loss of key personnel of the acquired company, loss of key
customers and business relationships of the acquired company, the difficulty
associated with assimilating and integrating the personnel, operations and
technologies of the acquired company, the potential disruption of our ongoing
business, the maintenance of uniform standards, controls, procedures, employees
and clients. There can be no assurance that we will be successful in overcoming
these risks or any other problems encountered in connection with our acquisition
of Influence. From time to time, in the ordinary course of business, we may
evaluate potential acquisitions of such businesses, products or technologies. In
addition, future acquisitions could result in the issuance of dilutive equity
securities, the incurrence of debt or contingent liabilities. Furthermore, there
can be no assurance that any strategic acquisition of investment will succeed.
Any future acquisition or investment could have a material adverse effect on our
business, financial condition and results of operation. Recently, the Financial
Accounting Standards Board ("FASB") voted to eliminate pooling of interests
accounting for acquisitions and the ability to write-off in-process research and
development has been limited by recent pronouncements. The effect of these
changes would be to increase the portion of the purchase price for any future
acquisitions that must be charged to our cost of revenues and operating expenses
in the periods following any such acquisitions. As a consequence, our results of
operations in periods following any such acquisitions could be materially
adversely affected. Although these changes would not directly affect the
purchase price for any of these acquisitions, they would have the effect of
increasing the reported expenses associated with any of these acquisitions. To
that extent, these changes may make it more difficult for us to acquire other
companies, product lines or technologies.
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THE LOSS OF KEY PERSONNEL OR THE INABILITY TO ATTRACT AND RETAIN ADDITIONAL
PERSONNEL COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR RESULTS OF OPERATIONS
We believe our future success will depend upon our ability to attract
and retain highly skilled personnel, including Gaurav S. Dhillon, our Chief
Executive Officer, and Diaz H. Nesamoney, our President and Chief Operating
Officer, and other key members of management. We currently do not have any
key-man life insurance relating to our key personnel, and these employees are
at-will and not subject to employment contracts. We may not be successful in
attracting, assimilating and retaining key personnel in the future. As we seek
to expand our operations, the hiring of qualified sales and technical personnel
will be difficult due to the limited number of qualified professionals.
Competition for these types of employees is intense. We have in the past
experienced difficulty in recruiting qualified sales and technical personnel.
Failure to attract, assimilate and retain personnel, particularly sales and
technical personnel, would have a material adverse effect on our business,
results of operations and financial condition.
OUR MARKET IS HIGHLY COMPETITIVE
The market for our products is highly competitive, rapidly evolving and
subject to rapidly changing technology. Many of our competitors have longer
operating histories, substantially greater financial, technical, marketing or
other resources, or greater name recognition than we do. Our competitors may be
able to respond more quickly than we can to new or emerging technologies and
changes in customer requirements. Competition could seriously impede our ability
to sell additional products and services on terms favorable to us. Our current
and potential competitors may develop and market new technologies that render
our existing or future products obsolete, unmarketable or less competitive. We
believe we currently compete more on the basis of our products' functionality
than on the basis of price. If our competitors develop products with similar or
superior functionality, we may have difficulty competing on the basis of price.
Our current and potential competitors may make strategic acquisitions or
establish cooperative relationships among themselves or with other solution
providers, thereby increasing the ability of their products to address the needs
of our prospective customers. Our current and potential competitors may
establish or strengthen cooperative relationships with our current or future
channel or strategic partners, thereby limiting our ability to sell products
through these channels. Competitive pressures could reduce our market share or
require us to reduce our prices, either of which could materially and adversely
affect our business, results of operations or financial condition. We compete
principally against providers of decision support, data warehousing and
enterprise application software. Such competitors include ActaTechnology, Inc.,
Informix Corporation, Broadbase Information Systems, Inc., E.piphany, Inc.,
Information Builders, Inc., and Sagent Technology, Inc. In addition, we compete
or may compete against database vendors that currently offer, or may develop,
products with functionalities that compete with our solutions. These products
typically operate specifically with these competitors' proprietary databases.
Such competitors include IBM Corporation, Microsoft Corporation and Oracle
Corporation.
IF WE DO NOT MAINTAIN AND STRENGTHEN OUR RELATIONSHIPS WITH OUR CHANNEL AND
STRATEGIC PARTNERS, OUR ABILITY TO GENERATE REVENUE WILL BE ADVERSELY AFFECTED
We believe that our ability to increase the sales of our products and
our future success will depend in part upon maintaining and strengthening
successful relationships with our current or future partners. In addition to our
direct sales force, we rely on established relationships with a variety of
channel partners, such as systems integrators, resellers and distributors, for
marketing, licensing and support of our products in the United States and
internationally. We also rely on relationships with strategic technology
partners, such as enterprise resource planning providers, for the promotion of
our solutions. In particular, our ability to market our products depends
substantially on our relationships with such significant partners as Cambridge
Technology Partners, KPMG, PeopleSoft, PricewaterhouseCoopers and SAP. In
addition, our channel partners may offer products of several different
companies, including, in some cases, products that compete with our products. We
have limited control, if any, as to whether these strategic partners devote
adequate resources to promoting and selling our products. We may not be able to
maintain our channel or strategic partnerships or attract sufficient additional
channel or strategic partners who are able to market our products effectively or
who are qualified to provide timely and cost-effective customer support and
service. Further, we can give no assurance that our relationships with our
channel and strategic partners will generate enough revenue to offset the
significant resources used to develop these channels.
THE LENGTHY SALES CYCLE FOR OUR PRODUCTS MAKES OUR REVENUES SUSCEPTIBLE TO
FLUCTUATIONS
Our sales cycle is generally long because the expense, complexity, broad
functionality and company-wide deployment of our products typically requires
executive-level approval for investment in our products. In addition, to
successfully sell
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our products, we frequently must educate our potential customers about the full
benefits of our products, which can require significant time. Due to these
factors, the sales cycle associated with the purchase of our products is subject
to a number of significant risks over which we have little or no control,
including:
- customers' budgetary constraints and internal acceptance review
procedures;
- the timing of budget cycles;
- concerns about the introduction of our or our competitors' new
products or
- product enhancements and potential downturns in general economic
conditions.
If our sales cycle lengthens unexpectedly, it could adversely affect the
timing of our revenues. Our sales cycle may lengthen as we continue to focus our
sales efforts on large corporations.
DIFFICULTIES WE MAY ENCOUNTER MANAGING OUR GROWTH COULD ADVERSELY AFFECT OUR
RESULTS OF OPERATIONS
We have experienced a period of rapid and substantial growth that has
placed and, if such growth continues, will continue to place a strain on our
administrative and operational infrastructure. If we are unable to manage this
growth effectively, our business, results of operations or financial condition
may be materially adversely affected. Our ability to manage our operations and
growth effectively requires us to continue to improve our operational, financial
and management controls, reporting systems and procedures and hiring programs.
We may not be able to successfully implement improvements to our management
information and control systems in an efficient or timely manner and may
discover deficiencies in existing systems and controls.
TECHNOLOGICAL ADVANCES AND EVOLVING INDUSTRY STANDARDS COULD ADVERSELY IMPACT
OUR FUTURE PRODUCT SALES
The market for our products is characterized by continuing technological
development, evolving industry standards and changing customer requirements. The
introduction of products by our direct competitors or others embodying new
technologies, the emergence of new industry standards or changes in customer
requirements could render our existing products obsolete, unmarketable or less
competitive. In particular, an industry-wide adoption of uniform open standards
across heterogeneous analytic applications could minimize the importance of the
integration functionality of our products and materially adversely affect the
competitiveness and market acceptance of our products. Our success depends upon
our ability to enhance existing products, to respond to changing customer
requirements and to develop and introduce in a timely manner new products that
keep pace with technological and competitive developments and emerging industry
standards. We have in the past experienced delays in releasing new products and
product enhancements and may experience similar delays in the future. As a
result, some of our customers have deferred purchasing products until their
upgrades were released. Future delays or problems in the installation or
implementation of our new releases may cause customers to forego purchases of
our products and purchase those of our competitors instead. Failure to develop
and introduce new products, or enhancements to existing products, in a timely
manner in response to changing market conditions or customer requirements will
materially and adversely affect our business, results of operations and
financial condition.
OUR INTERNATIONAL OPERATIONS EXPOSE US TO GREATER INTELLECTUAL PROPERTY,
COLLECTIONS, REGULATORY AND OTHER RISKS
Our international business is subject to a number of risks, including
the following:
- greater difficulty in protecting intellectual property;
- greater difficulty in staffing and managing foreign operations;
- greater risk of uncollectible accounts;
- longer collection cycles;
- potential unexpected changes in regulatory practices and tariffs;
- potential unexpected changes in tax laws;
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- sales seasonality;
- the impact of fluctuating exchange rates between the U.S. dollar
and foreign currencies in markets where we do business and
- general economic and political conditions in these foreign markets.
It is difficult to predict the extent of the future impact of these
conditions. These factors and other factors could have a material adverse effect
on our future international revenues and consequently on our business, results
of operations and financial condition.
RISK ASSOCIATED WITH GEOGRAPHIC EXPANSION
A majority of our revenue historically has been derived from clients
located in the United States. Our ability to achieve significant future revenue
growth will in large part depend on our ability to get new customers in the
United States and internationally. Growth and geographic expansion, such as our
recent acquisition of Delphi in Switzerland, have resulted in new and increased
responsibilities for management personnel and have placed and continue to place
a strain on our management and operating and financial systems. We will be
required to continue to implement and accommodate the increased complexities of
international and multi-currency transactions. Any failure to implement and
improve our operating and financial systems or to hire appropriate personnel to
manage the operations would have a material adverse effect on our business,
financial condition and result of operations.
IF OUR PRODUCTS CONTAIN SIGNIFICANT DEFECTS, THESE DEFECTS COULD CAUSE US TO
LOSE REVENUE AND EXPOSE US TO PRODUCT LIABILITY CLAIMS
The software products we offer are inherently complex and, despite
extensive testing and quality control, have in the past and may in the future
contain errors or defects, especially when we first introduce them. These
defects and errors could cause damage to our reputation, loss of revenue,
product returns, order cancellations or lack of market acceptance of our
products. Accordingly, these defects and errors could have a material adverse
effect on our business, results of operations or financial condition. We have in
the past and may in the future need to issue corrective releases of our software
products to fix these defects or errors. Our license agreements with our
customers typically contain provisions designed to limit our exposure to
potential product liability claims. It is possible, however, that the limitation
of liability provisions contained in our license agreements may not be effective
as a result of existing or future national, federal, state or local laws or
ordinances or unfavorable judicial decisions. Although we have not experienced
any product liability claims to date, sale and support of our products entails
the risk of such claims, which could be substantial in light of the use of our
products in enterprise-wide applications. If a claimant successfully brings a
product liability claim against us, it could have a material adverse effect on
our business, results of operations or financial condition.
OUR INABILITY TO ADEQUATELY PROTECT OUR PROPRIETARY TECHNOLOGY COULD HAVE A
MATERIAL ADVERSE EFFECT ON OUR BUSINESS
Our success depends upon our proprietary technology. We rely on a
combination of patent, copyright, trademark and trade secret rights,
confidentiality procedures and licensing arrangements to establish and protect
our proprietary rights. It is possible that our pending patent applications will
not be allowed or that competitors will successfully challenge the validity or
scope of our allowed patent or any future allowed patents. Our patents alone may
not provide us with any significant competitive advantage. Third parties could
copy or otherwise obtain and use our products or technology without
authorization, or develop similar technology independently. It is difficult for
us to police unauthorized use of our products, and, although we are unable to
determine the extent to which piracy of our software products exists, software
piracy is a prevalent problem in our industry in general. Effective protection
of intellectual property rights is unavailable or limited in certain foreign
countries. The protection of our proprietary rights may be inadequate and our
competitors could independently develop similar technology, duplicate our
products or design around any patents or other intellectual property rights we
hold. As is common in the software industry, we may from time to time receive
notices from third parties claiming infringement by our products of third-party
patent and other proprietary rights. Third parties could claim that our current
or future products infringe their patent or other proprietary rights. Any
claims, with or without merit, could be time-consuming, result in costly
litigation, cause product shipment delays or require us to enter into royalty or
licensing agreements, any of which could have a material adverse effect upon our
business, financial condition and operating results. Such royalty or licensing
agreements, if required, may not be available on terms acceptable to us, or at
all. Legal action claiming patent
11
<PAGE> 12
infringement could be commenced against us, and we may not prevail in such
litigation given the complex technical issues and inherent uncertainties in
patent litigation. Moreover, the cost of defending patent litigation could be
substantial, regardless of the outcome. In the event a patent claim against us
was successful and we could not obtain a license on acceptable terms or license
a substitute technology or redesign to avoid infringement, our business,
financial condition and operating results would be materially adversely
affected.
CERTAIN EXISTING STOCKHOLDERS CAN EXERT CONTROL OVER INFORMATICA
Our officers, directors and principal stockholders (i.e., greater than
5% stockholders) will together control approximately 27% of our outstanding
common stock as of February 29, 2000. As a result, these stockholders, if they
act together, will be able to control the management and affairs of Informatica
and all matters requiring stockholder approval, including the election of
directors and approval of significant corporate transactions. This concentration
of ownership may have the effect of delaying or preventing a change in control
of Informatica and might affect the market price of our common stock.
OUR STOCK PRICE MAY FLUCTUATE SUBSTANTIALLY
The market price for the common stock will be affected by a number of
factors, including the following:
- the announcement of new products or product enhancements by us or
our competitors;
- quarterly variations in our or our competitors' results of
operations;
- changes in earnings estimates or recommendations by securities
analysts;
- developments in our industry and
- general market conditions and other factors, including factors
unrelated to our operating performance or the operating performance
of our competitors.
In addition, stock prices for many companies in the technology and
emerging growth sectors have experienced wide fluctuations that have often been
unrelated to the operating performance of such companies. Such factors and
fluctuations, as well as general economic, political and market conditions, may
materially adversely affect the market price of our common stock.
OUR CERTIFICATE OF INCORPORATION AND BYLAWS CONTAIN PROVISIONS THAT COULD
DISCOURAGE A TAKEOVER
Our basic corporate documents and Delaware law contain provisions that
might enable our management to resist a takeover. These provisions might
discourage, delay or prevent a change in the control of Informatica or a change
in our management. Our amended and restated certificate of incorporation
provides that we will have a classified board of directors, with each class of
directors subject to re-election every three years. This classified board has
the effect of making it more difficult for third parties to insert their
representatives on our board of directors and gain control of Informatica. These
provisions could also discourage proxy contests and make it more difficult for
you and other stockholders to elect directors and take other corporate actions.
The existence of these provisions could limit the price that investors might be
willing to pay in the future for shares of the common stock.
12
<PAGE> 13
CHANGES IN ACCOUNTING STANDARDS COULD AFFECT THE CALCULATION OF OUR FUTURE
OPERATING RESULTS
In December 1999, the Commission issued Staff Accounting Bulletin No.
101, Revenue in Financial Statements. SAB 101 provides guidance with respect to
the recognition, presentation and disclosure of revenue in financial statements
of all public registrants. We have not fully assessed the impact of the adoption
of SAB 101 and have not determined the effect, if any, that it will have on our
reported revenues or results of operations in future periods.
13
<PAGE> 14
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, as well as the Form 10-K and 8-A incorporated by
reference into this prospectus, include "Forward-Looking Statements." All
statements other than statements of historical fact are "Forward-Looking
Statements" for purposes of these provisions, including any projections of
earnings, revenues or other financial items, any statements of the plans and
objectives of management for future operations, any statements concerning
proposed new products or services, any statements regarding future economic
conditions or performance, and any statement of assumptions underlying any of
the foregoing. In some cases, Forward-Looking Statements can be identified by
the use of terminology such as "may," "will," "expects," "plans," "anticipates,"
"estimates," "potential," or "continue," or the negative thereof or other
comparable terminology. Although Informatica believes that the expectations
reflected in the Forward-Looking Statements contained herein are reasonable,
there can be no assurance that such expectations or any of the Forward-Looking
Statements will prove to be correct, and actual results could differ materially
from those projected or assumed in the Forward-Looking Statements. Future
financial condition and results of operations, as well as any Forward-Looking
Statements, are subject to inherent risks and uncertainties, including but not
limited to the factors described under "Risk Factors" beginning on page __ and
the reasons described elsewhere in this prospectus. All Forward-Looking
Statements and reasons why results may differ included in this prospectus are
made as of the date hereof, and Informatica assumes no obligation to update any
such Forward-Looking Statement or reason why actual results might differ.
14
<PAGE> 15
SELLING STOCKHOLDERS
The following table provides the names of and the number of shares of
Common Stock beneficially owned by each selling stockholder, and the number of
shares of Common Stock beneficially owned by each selling stockholder upon
completion of the offering or offerings pursuant to this prospectus, assuming
each selling stockholder offers and sells all of its or his/her respective
shares. Selling stockholders may, however, offer and sell all, or some or none
of their shares. Under some circumstances, the respective donees, pledgees and
transferees or other successors in interest of the selling stockholders may also
sell the shares listed below as being held by the selling stockholders. No
selling stockholder beneficially owns one percent or greater of the Company's
outstanding Common Stock.
<TABLE>
<CAPTION>
Beneficial Beneficial
Ownership Prior Ownership After
to Offering the Offering
---------------- Offered -----------------
Number of Shares Number of Shares Number of Shares
---------------- ---------------- ----------------
<S> <C> <C> <C>
Srinivasan Subramanian 629,412 629,412 0
James V. Caruso 61,950 61,950 0
Jeffrey P. Smith 24,780 24,780 0
James E. Cates 24,780 24,780 0
M.R. Parthasarathy and Usha
Parthasarathy as trustees of the
Parthasarathy 1997 Trust dated
March 17, 1997 58,232 58,232 0
Jeffrey Parkinson 23,540 23,540 0
James C. Puthuff 18,584 18,584 0
Prasad Vaidyanathan 6,194 6,194 0
S. Kalyana Sundaram 4,956 4,956 0
Thillagay Naidoo 2,478 2,478 0
Bhushan R. Keshavabhotla 2,478 2,478 0
Firoz Kanchwala 2,478 2,478 0
Deepak Tandon 2,478 2,478 0
Pradeep Chowdhury 2,478 2,478 0
Vasu R. Devan and Latha Devan as
trustees of the Devan Family
Trust dated January 1996 339,486 339,486 0
M.R. Ranganathan 4,956 4,956 0
Deepak Sarangapani 4,956 4,956 0
Sean Kelley 1,238 1,238 0
David Lyle 3,716 3,716 0
Marvin L Mouchawar 74,340 74,340 0
Bennet Indart 618 618 0
M.R. Raghavan 4,956 4,956 0
</TABLE>
15
<PAGE> 16
PLAN OF DISTRIBUTION
This prospectus relates to the offer and sale from time to time by the
holders of up to 1,299,084 shares of Common Stock. These shares were issued in
connection with the agreement and plan of merger between Informatica and
Influence Software, Inc. This prospectus has been prepared in connection with
registering these shares to allow for sales of these shares by the applicable
selling stockholders to the public. We have registered the shares for sale
pursuant to the terms of the agreement and plan of merger, but registration of
these shares does not necessarily mean that any of these shares will be offered
and sold by the holders thereof.
We will not receive any proceeds from this offering. The shares may be
sold from time to time to purchasers directly by any of the selling
stockholders, or under some circumstances, donees, pledgees, transferees or
other successors in interest ("Transferees") thereof. Alternatively, the selling
stockholders, or Transferees thereof, may from time to time offer the shares
through dealers or agents, who may receive compensation in the form of
commissions from the selling stockholders, or Transferees thereof, and/or the
purchasers of the shares for whom they may act as agent. The selling
stockholders, or Transferees thereof, and any dealers or agents that participate
in the distribution of the shares may be deemed to be "underwriters" within the
meaning of the Securities Act and any profit on the sale of the shares by them
and any commissions received by any such dealers or agents might be deemed to be
underwriting commissions under the Securities Act.
At a time a particular offer of the shares is made, a prospectus
supplement, if required, will be distributed that will set forth the name and
names of any dealers or agents and any commissions and other terms constituting
compensation from the selling stockholders, or Transferees thereof, and any
other required information. The shares may be sold from time to time at varying
prices determined at the time of sale or at negotiated prices.
In order to comply with the securities laws of certain states, if
applicable, the shares may be sold only through registered or licensed brokers
or dealers. In addition, in certain states, the shares may not be sold unless
they have been registered or qualified for sale in such state or an exemption
from such registration or qualification requirement is available and is complied
with.
The shares may also be sold in one or more of the following
transactions: (a) block transactions (which may involve crosses) in which a
broker-dealer may sell all or a portion of such stock as agent but may position
and resell all or a portion of the block as principal to facilitate the
transaction; (b) purchases by any such broker-dealer as principal and resale by
such broker-dealer for its own account pursuant to a prospectus supplement; (c)
ordinary brokerage transactions and transactions in which any such broker-dealer
solicits purchasers; (d) sales "at the market" to or through a market maker or
into an existing trading market, on an exchange or otherwise, for such shares;
and (e) sales in other ways not involving market makers or established trading
markets, including direct sales to purchasers. In effecting sales,
broker-dealers engaged by the selling stockholders may arrange for other
broker-dealers to participate.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and financial statement schedule included in our Annual
Report on Form 10-K for the year ended December 31, 1999, as set forth in their
report, which is incorporated by reference in this prospectus and elsewhere in
the registration statement. Our financial statements and financial statement
schedule are incorporated by reference in reliance on Ernst & Young LLP's
report, given on their authority as experts in accounting and auditing.
LEGAL MATTERS
The validity of the issuance of the shares of Common Stock offered
pursuant to this prospectus will be passed upon for the Company by Morrison &
Foerster LLP, Palo Alto, California.
16
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated fees and expenses payable
by the Company in connection with the issuance and distribution of the Common
Stock registered hereby. All of such fees and expenses are estimates, except the
Securities Act registration fee.
<TABLE>
<S> <C>
Securities Act Registration Fee.................................... $28,819
Printing and duplicating fees...................................... 10,000
Legal fees and expenses............................................ 15,000
Accounting fees and expenses....................................... 12,000
Miscellaneous expenses............................................. 5,000
-------
*Total........................................................ $60,819
=======
</TABLE>
* None of the expenses listed above will be borne by the selling stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the General Corporate Law of the State of Delaware,
the Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act. The Registrant's Amended and Restated Bylaws also provide for
mandatory indemnification of its directors and executive officers, and
permissive indemnification of its employees and agents, to the fullest extent
permissible under Delaware law.
The Registrant's Amended and Restated Certificate of Incorporation
provides that the liability of its directors for monetary damages shall be
eliminated to the fullest extend permissible under Delaware law. Pursuant to
Delaware law, this includes elimination of liability for monetary damages for
breach of the directors' fiduciary duty of care to the Registrant and its
Stockholders. These provisions do not eliminate the directors' duty of care and,
in appropriate circumstances, equitable remedies such as injunctive or other
forms of non- monetary relief will remain available under Delaware law. In
addition, each director will continue to be subject to liability for breach of
the director's duty of loyalty to the Registrant, for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for any transaction from which the director derived an improper personal
benefit, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other laws, such as the
securities laws or state or federal environmental laws. The Registrant maintains
a policy of directors' and officers' liability insurance that insures the
Company's directors and officers against the costs of defense, settlement or
payment of a judgment under certain circumstances.
ITEM 16. EXHIBITS
2.1 - Agreement and Plan of Merger dated December 15, 1999, by and among
Informatica Corporation, a Delaware corporation, I-1 Merger Corp., a Delaware
corporation and Influence Software, Inc. (incorporated by reference to
Registrant's Form 8-K (Commission File No. 000-25871), which was filed on
December 29, 1999.
4.1* - Certificate of Incorporation of Registrant
4.2* - Bylaws of Registrant
5.1 - Opinion of Morrison & Foerster LLP
23.1 - Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
23.2 - Consent of Ernst & Young LLP, Independent Auditors
24.1 - Power of Attorney (included on signature page hereto)
* Incorporated by reference to Exhibits to Amendment No. 1 of the Registrant's
Registration Statement on Form S-1/A (Commission File No. 333-72677), which was
filed on April 8, 1999.
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<PAGE> 18
ITEM 17. 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 this registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) any deviation from the low or high and of the estimated
maximum offering price may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate changes in volume and
price represent no more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the effective
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 subparagraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in the 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
these securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby further undertakes that, for the purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual reports pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, when 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 to 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.
The undersigned Registrant hereby further undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance under Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4), or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus 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.
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 provisions described under Item 15 of this registration
statement, or otherwise (other than insurance), the Registrant has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in such 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 such Act and
will be governed by the final adjudication of such issue.
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<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 July 21, 2000.
INFORMATICA CORPORATION
By: /s/ Gaurav S. Dhillon
------------------------------------
Gaurav S. Dhillon
Chief Executive Officer, Secretary
and Director
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints Gaurav Dhillon and Diaz
H. Nesamoney as his true and lawful attorneys-in-fact and agents, jointly and
severally, with full power of substitution and resubstitution, for and in his
stead, in any and all capacities, to sign on his behalf the registration
statement on Form S-3 in connection with the sale by certain selling
stockholders of shares of offered securities, and to execute any amendments
thereto (including post-effective amendments) or certificates that may be
required in connection with this registration statement, and to file the same,
with all exhibits thereto, and all other documents in connection therewith, with
the Commission and granting unto said attorneys-in-fact and agents, jointly and
severally, the full power and authority to do and perform each and every act and
thing necessary or advisable to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, jointly and severally, or his substitute or substitutes, may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement on Form S-3 has been signed by the following persons in the capacities
and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ GAURAV S. DHILLON
--------------------------- Chief Executive Officer, Secretary and July 21, 2000
Gaurav S. Dhillon Director (Principal Executive Officer)
/s/ DIAZ H. NESAMONEY
--------------------------- President, Chief Operating Officer and July 24, 2000
Diaz H. Nesamoney Director
/s/ EARL E. FRY
--------------------------- Senior Vice President and Chief Financial July 21, 2000
Earl E. Fry Officer (Principal Financial and Accounting
Officer)
/s/ DAVID W. PIDWELL
--------------------------- Director July 24, 2000
David W. Pidwell
/s/ A. BROOKE SEAWELLS
--------------------------- Director July 21, 2000
A. Brooke Seawells
--------------------------- Director July __, 2000
Vincent R. Worms
</TABLE>
