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As filed with the Securities and Exchange Commission on December 13, 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)
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DELAWARE 77-0333710
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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3350 W. BAYSHORE ROAD
PALO ALTO, CALIFORNIA 94303
(Address, including zip code, of registrar's principal executive offices)
Gaurav S. Dhillon
Chief Executive Officer
3350 W. Bayshore Road
Palo Alto, California 94303
(650) 687-6200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
Stephen J. Schrader, Esq.
Michael P. Ashkar, Esq.
Morrison & Foerster LLP
755 Page Mill Road
Palo Alto, California 94304
(650) 813-5600
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, check the following box and list the Securities Act of
1933 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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TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE FEE
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Common Stock ................... 332,138(2) $94.6875(1) $31,449,316 $8,303(1)
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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 high and low reported
sales prices of the common stock on December 7, 2000, as reported on
the Nasdaq National Market.
(2) This number represents the currently outstanding number of shares
proposed to be registered and does not reflect the 2-for-1 stock split
expected to be effective on December 13, 2000. The stock split is
reflected in the prospectus that is a part of this Registration
Statement.
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 A FURTHER 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 SECURITIES AND COMMISSION, ACTING PURSUANT TO
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 December 13, 2000
PROSPECTUS
INFORMATICA CORPORATION
664,276 SHARES OF COMMON STOCK
In April 2000 we issued shares of our common stock to
PricewaterhouseCoopers LLP in exchange for the transfer of certain intellectual
property rights and personnel to us. PricewaterhouseCoopers LLP subsequently
transferred a portion of these shares of our common stock to Concept Information
Systems, Inc. PricewaterhouseCoopers LLP and Concept Information Systems, Inc.
now wish to sell an aggregate of 664,276 of these shares in the future and this
prospectus allows them to do so. We will not receive any of the proceeds from
any sales of shares by PricewaterhouseCoopers LLP or Concept Information
Systems, Inc., but we have agreed to bear the expenses of registration of the
shares by this prospectus.
Our common stock is listed on the Nasdaq National Market under the
trading symbol "INFA." On December 12, 2000, the last reported sale price of the
common stock, without adjusting for the expected stock split, was $101.75 per
share.
Unless noted otherwise, the information in this prospectus reflects a
two-for-one stock split approved by our board of directors which will be paid in
the form of a stock dividend on December 13, 2000 to holders of record at the
close of business on November 29, 2000.
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INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 6 OF THIS PROSPECTUS.
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YOU SHOULD RELY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO
SELL SHARES OF COMMON STOCK AND SEEKING OFFERS TO BUY SHARES OF COMMON STOCK
ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION
CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS,
REGARDLESS OF THE TIME OF THE DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF THE
COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS DECEMBER ___, 2000
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WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form S-3 with the Securities
and Exchange Commission in connection with this offering. This prospectus does
not contain all of the information set forth in the registration statement, as
permitted by the Rules and Regulations of the Securities and Exchange
Commission. Whenever reference is made in this prospectus to any contract or
other document of ours, the reference may not be complete and you should refer
to the exhibits that are part of the registration statement for a copy of the
contract or document.
We also file annual, quarterly and current reports and other information
with the Securities and Exchange Commission. You may read and copy any report or
document we file, and the registration statement, including the exhibits, may be
inspected at the Securities and Exchange Commission's public reference room
located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the
Securities and Exchange Commission at 1-800-SEC-0330 for further information on
the public reference rooms. Our Securities and Exchange Commission filings are
also available to the public from the SEC's website at: http://www.sec.gov.
Quotations for the prices of our common stock appear on The Nasdaq
National Market, and reports, proxy statements and other information about us
can also be inspected at the offices of the National Association of Securities
Dealers, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Securities and Exchange Commission allows us to "incorporate by
reference" the information we file with it, which means that we can disclose
important information to you by referring you to those documents. The
information incorporated by reference is considered to be part of this
prospectus, and later information that we file with the Securities and Exchange
Commission will automatically update and supersede this information.
We incorporate by reference the following filings and any future filings
made with the Securities and Exchange Commission under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934:
- Our Annual Report on Form 10-K filed on March 30, 2000 for the year
ended December 31, 1999;
- Our Quarterly Report on Form 10-Q filed on May 15, 2000 for the
quarter ended March 31, 2000;
- Our Quarterly Report on Form 10-Q filed on August 14, 2000 for the
quarter ended June 30, 2000;
- Our Quarterly Report on Form 10-Q filed on November 13, 2000 for
the quarter ended September 30, 2000;
- Our Current Reports on Form 8-K and Form 8-K/A dated September 6,
2000 and November 3, 2000;
- Our Definitive Proxy on Form 14-A filed on April 20, 2000; and
- The description of our common stock contained in our registration
statement on Form 8-A (File No. 000-25871).
We have filed with the Securities and Exchange Commission a Registration
Statement on Form S-3 under the Securities Act of 1933 with respect to the
common stock covered by this prospectus. This prospectus, which is a part of the
Registration Statement, does not contain all the information set forth in, or
annexed as exhibits to, the Registration Statement, as permitted by the
Securities and Exchange Commission's rules and regulations. For further
information with respect to us and the common stock offered under this
prospectus, please refer to the Registration Statement, including the exhibits,
copies of which may be obtained from the locations described above. Statements
concerning any document filed as an exhibit are not necessarily complete and, in
each instance, we refer you to the copy of the document filed as an exhibit to
the Registration Statement.
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You may request, at no cost, a copy of any or all of the information
incorporated by reference by writing or telephoning Earl E. Fry, our Chief
Financial Officer, at:
Informatica Corporation
3350 W. Bayshore Road
Palo Alto, California 94303
Telephone Number: (650) 687-6200
You should only rely on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. Our common stock is not being
offered in any state where the offer is not permitted. You should not assume
that the information in this prospectus or any supplement is accurate as of any
date other than the date on the front of those documents.
CAUTIONARY STATEMENTS CONCERNING
FORWARD-LOOKING INFORMATION
Certain information both included and incorporated by reference in this
prospectus may contain forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act, and as such may
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of our company to be materially
different from future results, performance or achievements expressed or implied
by such forward-looking statements. Forward-looking statements, which are based
on certain assumptions and describe our future plans, strategies and
expectations are generally identifiable by use of the words "may," "will,"
"should," "expect," "anticipate," "estimate," "believe," "intend" or "project"
or the negative thereof or other variations thereon or comparable terminology.
Factors which could have a material adverse effect on our condition (financial
and otherwise), operations and prospects are described below under "Risk
Factors." These risks and uncertainties should be considered in evaluating any
forward-looking statements contained or incorporated by reference herein. Our
actual results may differ significantly from the results discussed in such
forward-looking statements.
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TABLE OF CONTENTS
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Risk Factors...................................................... 6
The Company....................................................... 13
Use of Proceeds................................................... 13
Description of Common Stock....................................... 13
Selling Stockholders.............................................. 13
Plan of Distribution.............................................. 14
Legal Matters..................................................... 15
Experts........................................................... 15
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As used in this prospectus, the terms "we," "us," "our," and "the
Company" mean Informatica Corporation (unless the context indicates a different
meaning) and the term "common stock" means Informatica Corporation's common
stock, $.001 par value per share.
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RISK FACTORS
Investing in the shares of common stock offered by this prospectus
involves a high degree of risk. Before investing in our common stock, you should
carefully consider the following risk factors as well as the other information
contained elsewhere in this prospectus.
OUR QUARTERLY RESULTS FLUCTUATE, WHICH MAY CAUSE OUR STOCK PRICE TO EXPERIENCE
SIGNIFICANT FLUCTUATIONS.
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 that
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;
- the length of time and costs associated with the implementation of
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;
- an increase in analytic applications licensing, which may result in
a smaller percentage of our revenue from licenses being recognized
when such licenses are made, and increased implementation cost;
- seasonality with respect to our license revenues;
- 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 significant 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 harm 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 and cash
collections from international customers and specific resellers. 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, our future quarterly operating results may fall below the
expectations of stock analysts and investors. If this happens, the price of our
common stock may fall.
THE MARKET IN WHICH WE SELL OUR PRODUCTS IS HIGHLY COMPETITIVE.
The market for our products is highly competitive, quickly evolving and
subject to rapidly changing technology. Many of our competitors have longer
operating histories, substantially greater financial, technical, marketing or
other
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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
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 harm our business, results of
operations or financial condition. We compete principally against providers of
decision support, data warehousing and analytic application software. Such
competitors include Acta Technology, Broadbase Software, E.piphany, Informix
Corporation and Sagent Technology.
In addition, we 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, Microsoft and Oracle.
ANY SIGNIFICANT DEFECT IN OUR PRODUCTS 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 first introduced. 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, and as a
result, harm 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. For example, we issued
corrective releases to fix problems with the version of our PowerMart released
in the first quarter of 1998. As a result, we had to allocate significant
customer support resources to address these problems. Our license agreements
with our customers typically contain provisions designed to limit our exposure
to potential product liability claims. The limitation of liability provisions
contained in our license agreements, however, 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, the 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 would likely significantly harm our business,
results of operations or financial condition.
BECAUSE WE SELL A LIMITED NUMBER OF PRODUCTS, IF THESE PRODUCTS DO NOT ACHIEVE
BROAD MARKET ACCEPTANCE, OUR REVENUES WILL BE ADVERSELY AFFECTED.
To date, substantially all of our revenues were derived from our
PowerCenter, PowerCenter.e, PowerConnects, PowerMart, our analytic application
software 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 any of these products do not achieve
market acceptance, our revenues will be adversely affected. In particular, we
recently released our analytic application products and the degree of market
acceptance for these products is unknown. Market acceptance of our products
could be 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.
IF THE MARKET IN WHICH WE SELL OUR PRODUCTS AND SERVICES DOES NOT GROW AS WE
ANTICIPATE, OUR REVENUES WILL BE HARMED.
The market for software solutions that enable more effective business
decision-making by helping companies aggregate and use 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 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 to promote
market awareness of the benefits of these solutions, our efforts may be
unsuccessful or insufficient.
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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 harm 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. For example, an upgrade to a version of our PowerMart
product, which was scheduled to be released in December 1997, was not shipped
until February 1998. As a result, some of our customers deferred purchasing this
version of our PowerMart product until the upgrade was 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 harm our business, results of
operations and financial condition.
IF WE DO NOT MAINTAIN AND STRENGTHEN OUR RELATIONSHIPS WITH OUR STRATEGIC
PARTNERS, OUR ABILITY TO GENERATE REVENUE AND CONTROL IMPLEMENTATION COSTS 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 strategic partners. In
addition to our direct sales force, we rely on established relationships with a
variety of strategic partners, such as systems integrators, resellers and
distributors, for marketing, licensing, implementing and supporting 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 and implementation of our solutions. In particular, our
ability to market our products depends substantially on our relationships with
significant strategic partners, including Andersen Consulting, Ariba,
BroadVision, Business Objects, Deloitte Consulting, KPMG, PeopleSoft,
PricewaterhouseCoopers, SAP, Siebel Systems and Sybase. In addition, our
strategic 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, selling and implementing our products.
We may not be able to maintain our strategic partnerships or attract
sufficient additional strategic partners who are able to market our products
effectively, who are qualified to provide timely and cost-effective customer
support and service or who have the technical expertise and personnel resources
necessary to implement our products for our customers. In particular, if our
strategic partners do not devote adequate resources for implementation of our
products, we will incur substantial additional costs associated with hiring and
training additional qualified technical personnel to timely implement solutions
for our customers. Furthermore, our relationships with our strategic partners
may not generate enough revenue to offset the significant resources used to
develop these relationships.
WE RELY ON THIRD-PARTY TECHNOLOGIES AND IF WE ARE UNABLE TO USE OR INTEGRATE
THESE TECHNOLOGIES, OUR PRODUCT AND SERVICE DEVELOPMENT MAY BE DELAYED.
We intend to continue to license technologies from third parties,
including applications used in our research and development activities and
technologies, which are integrated into our products and services. If we cannot
obtain or integrate any of these licenses, we may experience a delay in product
and service development until equivalent technology can be identified, licensed
and integrated. These technologies may not continue to be available to us on
commercially reasonable terms or at all. We may not be able to successfully
integrate any licensed technology into our products or services, which would
harm our business and operating results. Third-party licenses also expose us to
increased risks that include:
- risks of product malfunction after new technology is integrated;
- the diversion of resources from the development of our own
proprietary technology; and
- our inability to generate revenue from new technology sufficient to
offset associated acquisition and maintenance costs.
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THE LENGTHY SALES CYCLE AND IMPLEMENTATION PROCESS OF OUR PRODUCTS MAKES OUR
REVENUES SUSCEPTIBLE TO FLUCTUATION.
Our sales cycle can be lengthy 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 our products, we frequently must educate our potential
customers about the full benefits of our products, which also 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 products or competitors' new
products; or
- potential downturns in general economic conditions.
Further, our sales cycle may lengthen as we continue to focus our sales
efforts on large corporations. The implementation of our products, and
particularly our analytic application products, is also a complex and
time-consuming process, the length and cost of which is difficult to predict. If
our sales cycle and implementation process lengthens unexpectedly, it could
adversely affect the timing of our revenues or increase costs, either of which
may independently cause fluctuations in our revenue.
WE EXPECT SEASONAL TRENDS TO CAUSE OUR QUARTERLY REVENUES TO FLUCTUATE.
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 historically have
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 RECOGNIZE REVENUE FROM SPECIFIC CUSTOMERS AT THE TIME WE RECEIVE PAYMENT FOR
OUR PRODUCTS, AND IF THESE CUSTOMERS DO NOT MAKE TIMELY PAYMENT, OUR REVENUES
COULD DECREASE.
We recognize revenue from sales to OEMs, specific resellers,
international customers and certain customers based on their credit history, at
the time we receive payment for our products, rather than at the time of sale.
If these customers do not make timely payment for our products, our revenues
could decrease. Further, if our revenues from sales to these customers increase
as a percentage of total revenues, our revenues could decrease. If our revenues
decrease, the price of our common stock may fall.
WE HAVE A LIMITED OPERATING HISTORY AND A HISTORY OF LOSSES, AND WE MAY NOT BE
ABLE TO ACHIEVE PROFITABLE OPERATIONS.
We were incorporated in 1993 and began selling our products in 1996; and
therefore, we 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 we may not achieve profitability. We incurred net
losses of $8.0 million, $9.3 million and $1.5 million in 1997, 1998 and 1999,
and $11.0 million for the nine-month period ended September 30, 2000. As of
December 31, 1999, we had an accumulated deficit of $23.9 million, and as of
September 30, 2000, our accumulated deficit was $34.8 million. We intend to
increase our operating expenses significantly in the next 12 months; therefore,
our operating results will be harmed if revenues do not increase significantly.
OUR BUSINESS COULD SUFFER AS A RESULT OF OUR 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. In February 2000, we acquired Delphi, a distributor of our
products in Switzerland, in a transaction accounted for as a purchase. In August
2000, we acquired Zimba, a provider of applications that enable mobile
professionals to have real-time access to enterprise and external information
through wireless devices, voice recognition technologies and the Internet, in a
transaction accounted for as a purchase. In April 2000, we acquired certain
PricewaterhouseCoopers intellectual property rights and personnel in exchange
for shares of our common stock. We may not be able to effectively integrate
these companies, intellectual property, or personnel, and our attempts to do so
will place an additional burden on our management and infrastructure. These
acquisitions will subject us to a number of risks, including:
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- the loss of key personnel, customers and business relationships;
- difficulties associated with assimilating and integrating the new
personnel and operations of the acquired company;
- the potential disruption of our ongoing business;
- the expense associated with maintenance of uniform standards,
controls, procedures, employees and clients;
- the risk of product malfunction after new technology is integrated;
- the diversion of resources from the development of our own
proprietary technology; and
- our inability to generate revenue from new technology sufficient to
offset associated acquisition and maintenance costs.
There can be no assurance that we will be successful in overcoming these
risks or any other problems encountered in connection with our acquisitions.
WE MAY ENGAGE IN FUTURE ACQUISITIONS OR INVESTMENTS THAT COULD DILUTE OUR
EXISTING STOCKHOLDERS, OR CAUSE US TO INCUR CONTINGENT LIABILITIES, DEBT OR
SIGNIFICANT EXPENSE.
From time to time, in the ordinary course of business, we may evaluate
potential acquisitions of, or investments in, related businesses, products or
technologies. 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 or
investment will succeed. Any future acquisition or investment could harm our
business, financial condition and results of operation.
The Financial Accounting Standards Board, or FASB, may vote 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 could be harmed. 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.
OUR INTERNATIONAL OPERATIONS EXPOSE US TO GREATER INTELLECTUAL PROPERTY,
COLLECTIONS, EXCHANGE RATE FLUCTUATIONS, REGULATORY AND OTHER RISKS, WHICH COULD
LIMIT OUR FUTURE GROWTH.
We intend to expand our international operations, and as a result, we
may face significant additional risks. Our failure to manage our international
operations and the associated risks effectively could limit the future growth of
our business. International revenues accounted for 6%, 12%, and 18% of total
consolidated revenues in 1997, 1998 and 1999, and 22% for the nine-month period
ended September 30, 2000, substantially all of which consisted of sales to
customers in Europe. The expansion of our existing international operations and
entry into additional international markets will require significant management
attention and financial resources.
Our international operations face numerous risks. Our products must be
localized -- customized to meet local user needs -- in order to be sold in
particular foreign countries. Developing local versions of our products for
foreign markets is difficult and can take longer than we anticipate. We
currently have limited experience in localizing products and in testing whether
these localized products will be accepted in the targeted countries. We cannot
assure you that our localization efforts will be successful. In addition, we
have only a limited history of marketing, selling and supporting our products
and services internationally. As a result, we must hire and train experienced
personnel to staff and manage our foreign operations. However, we may experience
difficulties in recruiting and training an international staff. We must also be
able to enter into strategic relationships with companies in international
markets. If we are not able to maintain successful strategic relationships
internationally or recruit additional companies to enter into strategic
relationships, our future growth could be limited.
Our international business is subject to a number of risks, including
the following:
- greater difficulty in protecting intellectual property;
10
<PAGE> 11
- 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;
- 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.
We may encounter difficulties predicting the extent of the future impact
of these conditions. These factors and other factors could harm our ability to
gain future international revenues and consequently on our business, results of
operations and financial condition.
DIFFICULTIES WE MAY ENCOUNTER MANAGING OUR GROWTH COULD HARM 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. We increased the number of our
employees from 187 at December 31, 1998, to 332 at December 31, 1999, and to
751 as of November 30, 2000. Our revenues increased from $30.3 million in
1998 to $62.4 million in 1999, and our revenues for the nine-month period ended
September 30, 2000 were $102.6 million. If we are unable to manage this growth
effectively, our business, results of operations or financial condition may be
significantly harmed. 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 we may
discover deficiencies in existing systems and controls.
IF WE ARE NOT ABLE TO ADEQUATELY PROTECT OUR PROPRIETARY RIGHTS, OUR BUSINESS
COULD BE HARMED.
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. Our pending patent applications may not be allowed or
our competitors may successfully challenge the validity or scope of any of our
four US and one European issued patents or any future issued 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. We cannot
easily monitor any 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.
Furthermore, effective protection of intellectual property rights is
unavailable or limited in various 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.
WE MAY FACE INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS THAT COULD BE COSTLY TO
DEFEND AND RESULT IN OUR LOSS OF SIGNIFICANT RIGHTS.
As is common in the software industry, we have received and may continue
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 adversely effect
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 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, license a substitute technology or
redesign to avoid infringement, our business, financial condition and operating
results would be significantly harmed.
11
<PAGE> 12
OUR DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL STOCKHOLDERS CONTROL
INFORMATICA.
Our officers, directors and principal stockholders (i.e., greater than
5% stockholders) together control approximately 36.7% of our outstanding common
stock. As a result, these stockholders, if they act together, are able to
control our management and affairs and all matters requiring stockholders
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 and might affect the market price of
our common stock.
OUR STOCK PRICE FLUCTUATES AS A RESULT OF OUR BUSINESS AND STOCK MARKET
FLUCTUATIONS.
The market price for our common stock has experienced significant
fluctuations and may continue to fluctuate significantly. The market price for
our common stock following this offering 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. After periods of
volatility in the market price of a particular company's securities, securities
class action litigation has often been brought against that company. We may
become involved in this type of litigation in the future, which is often
expensive and diverts management's attention and resources, which could harm our
ability to execute our business plan. Such factors and fluctuations, as well as
general economic, political and market conditions, may cause the market price of
our common stock to decline.
THE LOSS OF KEY PERSONNEL OR THE INABILITY TO ATTRACT AND RETAIN ADDITIONAL
PERSONNEL, PARTICULARLY IN THE SILICON VALLEY AREA, WHERE WE ARE HEADQUARTERED,
COULD HARM OUR RESULTS OF OPERATIONS.
We believe our success depends upon our ability to attract and retain
highly skilled personnel, including Gaurav S. Dhillon, our Chief Executive
Officer, Diaz H. Nesamoney, our President and Chief Operating Officer, and other
key members of our management team. We currently do not have any key-man life
insurance relating to our key personnel, and their employment is 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,
particularly in the Silicon Valley area, where we are headquartered, is intense.
We have in the past experienced difficulty in recruiting qualified sales and
technical personnel. Failure to attract, assimilate and retain key personnel,
particularly sales and technical personnel, would harm our business, results of
operations and financial condition.
WE MAY NEED TO RAISE ADDITIONAL CAPITAL IN THE FUTURE, WHICH MAY NOT BE
AVAILABLE ON REASONABLE TERMS TO US, IF AT ALL.
We may not generate sufficient revenue from operations to offset our
operating or other expenses. As a result, in the future, we may need to raise
additional funds through public or private debt or equity financings. We may not
be able to borrow money or sell more of our equity securities to meet our cash
needs. Even if we are able to do so, it may not be on terms that are favorable
or reasonable to us. If we are not able to raise additional capital when we need
it in the future, our business could be seriously harmed.
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
12
<PAGE> 13
difficult for third parties to insert their representatives on our board of
directors and gain control. 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.
THE COMPANY
We are a leading provider of e-business infrastructure and analytic
software that enables our customers to automate the integration, analysis and
delivery of critical corporate information. Using our products, managers and
executives gain valuable business insight they can use to improve operational
performance and enhance competitive advantage.
We provide our customers with a comprehensive suite of software products
that are designed to support more effective and timely business decision-making.
Our infrastructure products simplify the process of integrating and analyzing
data from multiple systems, while our complementary packaged analytic
applications provide our customers with reports and metrics that can be extended
to meet their unique business requirements. Using our products, customers can
evaluate the performance of their entire business value-chain, including direct
and indirect sales, marketing, customer service, operations, human resources,
procurement and finance. We plan to extend our products to allow a broader range
of corporate employees to access corporate information through wireless devices,
voice recognition technology and the Internet.
We have over 900 customers, which include companies in a wide variety of
industries, ranging from e-business to manufacturing, and from financial
services to telecommunications. Our top ten customers by revenue for the six
quarters ending June 30, 2000 are Bell Atlantic, Citibank, Deutsche Post,
Gateway, General Electric, Hewlett-Packard, Lucent Technologies, Merrill Lynch,
Philips Electronics and UUNET Technologies. We also maintain relationships with
a variety of strategic partners to jointly develop, market, sell and implement
our solutions. Our significant strategic partners include Andersen Consulting,
Ariba, BroadVision, Business Objects, Deloitte Consulting, KPMG, PeopleSoft,
PricewaterhouseCoopers, SAP, Siebel Systems and Sybase. We market and sell our
software services through our direct sales force in the United States, Canada,
Germany, Switzerland and the United Kingdom. We also have relationships with
distributors in various regions, including Asia-Pacific, Australia, Europe,
Japan and Latin America, who sublicense our products and provide service and
support within their territories. More than 20 independent software vendors,
including several of our strategic partners, have licensed our technology for
inclusion in their products.
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 with PricewaterhouseCoopers LLP. Under that
agreement, we have agreed to pay expenses of registration of these shares under
federal and state securities laws.
DESCRIPTION OF COMMON STOCK
We are authorized to issue 200,000,000 shares of common stock, $.001 par
value per share. As of December 8, 2000, there were 75,542,750 shares of common
stock outstanding.
The holders of common stock are entitled to one vote for each share held
of record on all matters submitted to a vote of the stockholders. We do not have
cumulative voting rights in the election of directors, and accordingly, holders
of a majority of the shares voting are able to elect all of the directors.
Subject to preferences that may be granted to any then outstanding preferred
stock, holders of common stock are entitled to receive ratably such dividends as
may be declared by the board of directors out of funds legally available
therefor as well as any distributions to the stockholders. In the event of a
liquidation, dissolution or winding up of Informatica, holders of common stock
are entitled to share ratably in all assets of Informatica remaining after
payment of liabilities and the liquidation preference of any then outstanding
preferred stock. Holders of common stock have no preemptive or other
subscription of conversion rights. There are no redemption or sinking fund
provisions applicable to the common stock.
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<PAGE> 14
SELLING STOCKHOLDERS
The following table sets forth certain information, as of the date of
this prospectus, with respect to shares of common stock covered by this
prospectus and other shares of common stock owned by the selling stockholders
(which term includes their pledgees, donees, transferees or other successors in
interest). Because the selling stockholders may offer all, some or none of the
shares of common stock that are covered by this prospectus, no estimate can be
made of the number of shares of common stock that will be offered under this
prospectus or the number of shares of common stock that will be owned by the
selling stockholders upon completion of the offering to which this prospectus
relates. The following table assumes all the shares of common stock are sold
pursuant to this prospectus and that no other shares of common stock are
acquired or disposed of by the selling stockholders prior to the termination of
this prospectus.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP OF
COMMON STOCK BEFORE BENEFICIAL OWNERSHIP OF
OFFERING(1) NUMBER OF COMMON STOCK AFTER OFFERING
SELLING --------------------------- SHARES BEING ---------------------------
STOCKHOLDERS NUMBER PERCENTAGE(2) OFFERED(3) NUMBER PERCENTAGE(2)
---------------------- ------- ------------- ------------ -------- -------------
<S> <C> <C> <C> <C> <C>
PricewaterhouseCoopers 576,992 * 576,992 0 *
LLP
Concept Information 87,284 * 87,284 0 *
Systems, Inc.
</TABLE>
*Represents less than 1%.
(1) Represents shares of common stock beneficially owned by the named
individual, including shares of common stock that the person has the
right to acquire within 60 days of the date of this prospectus. Unless
otherwise noted, all persons listed have sole voting and sole investment
power.
(2) Based on 75,542,750 shares of common stock issued and outstanding as
of the date of this prospectus.
(3) Does not constitute a commitment to sell any or all of the stated number
of shares of common stock. The number of shares of common stock offered
will be determined from time to time by each selling stockholder in his
or her sole discretion.
PLAN OF DISTRIBUTION
We have been advised that the selling stockholders (a term that includes
pledgees, donees, transferees and other successors in interest, as described
above) may offer shares of commons stock from time to time depending on market
conditions and other factors, in one or more transactions on the Nasdaq National
Market, or other national securities exchanges or over-the-counter markets on
which the shares are traded, or in negotiated transactions, at market prices
prevailing at the time of sale, at prices related to those market prices, at
negotiated prices or at fixed prices.
Sales of shares of common stock by the selling stockholders may involve
(i) block transactions in which the broker or dealer so engaged will attempt to
sell the shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction, (ii) purchases by a broker-dealer as
principal and resale by such broker-dealer for its own account pursuant to this
prospectus, (iii) ordinary brokerage transactions and transactions in which a
broker solicits purchasers and (iv) privately negotiated transactions. To the
extent required, this prospectus may be amended and supplemented from time to
time to describe a specific plan of distribution. In connection with the
distribution of the shares of common stock or
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<PAGE> 15
otherwise, the selling stockholders may enter into hedging transactions with
broker-dealers. In connection with such transactions, broker-dealers may engage
in short sales of the common stock in the course of hedging the position they
assume with the selling stockholders. The selling stockholders may also sell the
common stock short and redeliver the shares to close out such short positions.
The selling stockholders may also enter into option transactions
(including call or put option transactions) or other transactions with
broker-dealers which require delivery to such broker-dealer of shares offered
hereby, which shares such broker-dealer may resell pursuant to this prospectus
(as supplemented or amended to reflect such transaction, if necessary). The
selling stockholders may also pledge shares to a broker-dealer and, upon a
default, such broker-dealer may effect sales of the pledged shares pursuant to
this prospectus (as supplemented or amended to reflect such transaction, if
necessary). The selling stockholders may also sell the common stock through one
or more underwriters on a firm commitment or best-efforts basis (with a
supplement or amendment to this prospectus, if necessary). In addition, any
shares that qualify for sale pursuant to Rule 144 may be sold under Rule 144
rather than pursuant to this prospectus.
Brokers and dealers may receive compensation in the form of concessions
or commissions from the selling stockholders and/or purchasers of shares for
whom they may act as agent and/or to whom they may sell as principal (which
compensation may be in excess of customary commissions). The selling
stockholders and any broker or dealer that participates in the distribution of
shares may be deemed to be underwriters and any commissions received by them and
any profit on the resale of shares positioned by a broker or dealer may be
deemed to be underwriting discounts and commissions under the Securities Act. We
have agreed to indemnify the selling stockholders, each underwriter who
participates in an offering of the shares of common stock, each person, if any,
who controls any of such parties within the meaning of the Securities Act and
the Exchange Act, and each of their respective directors, officers, employees
and agents against certain liabilities, including liabilities arising under the
Securities Act. The selling stockholders may agree to indemnify any agent or
broker-dealer that participates in transactions involving sales of the shares of
common stock against certain liabilities, including liabilities arising under
the Securities Act.
We have advised the selling stockholders that Regulation M under the
Exchange Act may apply to sales of shares and to the activities of the selling
stockholders or broker-dealers in connection therewith. We will bear all costs,
expenses and fees in connection with the registration of the shares of common
stock covered by this prospectus. The selling stockholders will bear any
brokerage commissions and similar selling expenses, if any, attributable to the
sale of the shares.
LEGAL MATTERS
The validity of the common stock offered by this Prospectus will be
passed upon by Morrison & Foerster LLP.
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.
15
<PAGE> 16
PART II
INFORMATION REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Informatica Corporation estimates that its expenses in connection with
this registration statement will be as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee $ 8,303
Printing and engraving expenses ................... 5,000
Legal fees and expenses ........................... 25,000
Accounting fees and expenses ...................... 10,000
Miscellaneous expenses ............................ 5,000
-------
TOTAL .................................. $53,303
=======
</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 extent 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.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
-------- ----------------------
<S> <C>
3.1 Amended and Restated Certificate of Incorporation of Registrant.
(1)
3.2 Amended and Restated Bylaws of Registrant. (1)
3.3 Certificate of Amendment to the Registrant's Amended and Restated
Certificate of Incorporation. (2)
5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Morrison & Foerster LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included in the signature page of this
Registration Statement).
</TABLE>
----------------
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1/A (Commission File No. 333-72677) as filed with the Securities
and Exchange Commission April 8, 1999.
(2) Incorporated by reference to Registrant's Form 10-Q, which was filed on
August 14, 2000.
16
<PAGE> 17
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(b) 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. 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) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and
(c) To include any additional or changed material information on
the plan of distribution;
Provided, however, that paragraphs (1)(a) and (1)(b) shall not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, as amended, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(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 Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, as amended, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended, 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 of
1933, as amended, and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933, as amended, and will be governed by the final adjudication of such
issue.
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<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-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 this 13th day
of December, 2000.
INFORMATICA CORPORATION
By: /s/ Gaurav S. Dhillon
------------------------------------
Gaurav S. Dhillon
Chief Executive Officer, Secretary and
Director
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Gaurav S. Dhillon, Earl. E. Fry and Diaz H. Nesamoney as his or her true and
lawful attorneys-in-fact and agent with full power of substitution and
resubstitution for him or her and in his or her name, place and stead in any and
all capacities to execute in the name of each such person who is then an officer
or director of the Registrant any and all amendments (including post-effective
amendments) to this Registration Statement, and any registration statement
relating to the offering hereunder pursuant to Rule 462 under the Securities Act
of 1933, as amended, 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 and agents and each of them full power and
authority to do and perform each and every act and thing required or necessary
to be done in and about the premises as fully as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Gaurav S. Dhillon Chief Executive Officer, Secretary and Director December 13, 2000
----------------------------- (Principal Executive Officer)
Gaurav S. Dhillon
/s/ Diaz H. Nesamoney President, Chief Operating Officer and Director December 13, 2000
-----------------------------
Diaz H. Nesamoney
/s/ Earl E. Fry Chief Financial Officer (Principal Financial and December 13, 2000
----------------------------- Accounting Officer)
Earl E. Fry
/s/ David W. Pidwell Director December 13, 2000
-----------------------------
David W. Pidwell
/s/ A. Brooke Seawell Director December 13, 2000
-----------------------------
Brooke Seawell
/s/ Vincent R. Worms Director December 13, 2000
-----------------------------
Vincent R. Worms
</TABLE>
18
<PAGE> 19
EXHIBIT INDEX (1)
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
------- -----------
<S> <C>
5.1 Opinion of Morrison & Foerster LLP.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Morrison & Foerster LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included in the signature page of this
Registration Statement).
</TABLE>
--------------
(1) All other exhibits listed in Item 16 of Part II of this Registration
Statement have been incorporated by reference herein, as indicated in
Item 16.
