UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
IntelliCorp, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
458153 10 3
(CUSIP Number)
David H. Stanley, Vice President, Legal and Corporate Services,
General Counsel and Secretary,
Informix Corporation,
4100 Bohannon Drive, Menlo Park, CA 94025
(415) 926-6300
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 29, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [ ].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
less than five percent of such class.) (See Rule 13d-7.)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 458153 10 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Informix Corporation IRS I.D. No. 94-30711736
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a) [ ] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
-0-
8 SHARED VOTING POWER
Not Applicable
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
Not Applicable
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
14 TYPE OF REPORTING PERSON (See Instructions)
CO
AMENDMENT NO. 1 TO
SCHEDULE 13D
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
This Amendment No. 1 (the "Amendment") to Schedule 13D for the event
dated May 3, 1993 (the "Original 13D") filed by Informix Corporation
("Reporting Person") with respect to the Common Stock ("Common Stock")
of IntelliCorp, Inc. ("Issuer") amends Items 4 and 5, as set forth
hereinbelow. The Original 13D, restated in its entirety as required by
Rule 13d-2(c), is attached hereto as Exhibit 2.
ITEM 4: Purpose of Transaction.
The Reporting Person and a third party, SAP AG ("SAP"), entered into a
certain Common Stock Purchase Agreement dated July 29, 1996, attached
hereto as Exhibit 1 and incorporated by reference herein (the "SAP
Agreement"), whereby the Reporting Person sold all of its shares of
Common Stock of Issuer to SAP for a total cash consideration of
$3,472,526. The purpose of the transaction for the Reporting Person was
to completely dispose of its interest in the Issuer.
ITEM 5: Interest in Securities of the Issuer.
After the filing of the Original 13D, the Issuer undertook to raise
capital by issuing additional shares of its Common Stock (the "Financing
Transaction"). To maintain its percentage of ownership in the Issuer
the Reporting Person acquired an additional 307,962 shares of the
Issuer's Common Stock in the Financing Transaction. After giving effect
to the Financing Transaction, the Reporting Person owned 1,736,263
shares of the Issuer's Common Stock. The Reporting Person's percentage
of beneficial ownership of the Common Stock of the Issuer did not
materially change as a result of the Financing Transaction. As a result
of the transaction described in the Amendment to Item 4 above, the
beneficial ownership of the Common Stock of the Issuer by the Reporting
Person is reduced by 1,736,263 shares. Giving effect to such
transaction, the Reporting Person beneficially owns no shares of Common
Stock.
ITEM 6. Contracts, Arrangement, Understandings or Relationships.
A description of the SAP Agreement with respect to the Common Stock is
contained in Item 4 and is incorporated herein by reference. See the
SAP Agreement, attached as Exhibit 1, for a further description of these
provisions.
ITEM 7. Material to Be Filed as Exhibits.
Exhibit 1. Stock Purchase Agreement by and between Informix
Corporation and SAP AG dated July 29, 1996.
Exhibit 2. Original Schedule 13D filed by Informix Corporation.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
August 7, 1996 INFORMIX CORPORATION
By: /s/ DAVID H. STANLEY
David H. Stanley
Vice President,
Legal and Corporate Services,
General Counsel and Secretary
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement is made as of July 29, 1996 by and
between SAP AG, a corporation organized under the laws of Germany
("SAP") and Informix Corporation, a Delaware corporation
("Informix").
Recitals:
SAP desires to purchase from Informix, and Informix desires to sell to
SAP, 1,736,263 shares (the "Shares") of Common Stock of Intellicorp,
Inc., a corporation ("Intellicorp"), which Shares are held of record and
beneficially by Informix.
It is agreed as follows:
Article I. Purchase and Sale of Shares.
1.1 Subject to the terms and conditions set forth herein, Informix
agrees to sell to SAP and SAP agrees to purchase from Informix the
Shares for an aggregate purchase price of $3,472,526 (the "Purchase
Price") in U.S. currency.
1.2 The sale and purchase of the Shares shall take place at a time and
date (the "Closing") as selected by SAP upon not less than two business
days written notice of the Closing to Informix. The Closing shall take
place at the offices of Wilson, Sonsini, Goodrich & Rosati, 650 Page
Mill Road, Palo Alto, California. At the Closing, SAP shall pay to
Informix the Purchase Price by check evidencing U.S. currency and
Informix shall deliver to SAP the stock certificates evidencing the
Shares, duly endorsed for transfer to SAP or accompanied by duly
executed stock powers.
Article II. Representations and Warranties.
2.1 Representations and Warranties of SAP. SAP represents, warrants
and acknowledges to Informix as follows:
a. SAP is a corporation duly organized and validly existing under the
laws of Germany.
b. SAP has all requisite corporate power and authority to enter into
and perform its obligations under this Agreement. The execution,
delivery and performance of this Agreement by SAP has been duly
authorized by all necessary corporate action on the part of SAP. This
Agreement constitutes a valid and binding obligation of SAP.
c. SAP is acquiring the Shares for investment and not with a view
towards distribution thereof. Any subsequent transfer or other
disposition of the Shares by SAP after the Closing shall be made in
accordance with applicable federal and state security laws.
d. The execution, delivery and performance of this agreement by SAP
will not (i) require the consent, waiver, approval or authorization of,
or filing with, any person or entity (other than with respect to actions
of the Transfer Agent for Intellicorp in order to reissue the
certificate for the Shares registered in the name of SAP or its
nominee), (ii) result in the breach of, or constitute a default under
any applicable law or any order applicable to or binding upon SAP or any
material contract to which it is a party.
e. Neither SAP nor any person acting on behalf of SAP has negotiated
with any finder, broker or intermediary in connection with the
transaction contemplated herein.
2.2 Representations and Warranties of Informix. Informix represents
and warrants to SAP as follows:
a. Informix is a corporation duly organized and validly existing under
the laws of the State of Delaware.
b. Informix has all requisite corporate power and authority to enter
into and perform its obligations under this Agreement. The execution,
delivery and performance of this Agreement have been duly authorized by
all necessary corporate action on the part of Informix. This Agreement
constitutes a valid and binding obligation of Informix.
c. The execution, delivery and performance of this agreement by
Informix will not (i) require the consent, waiver, approval or
authorization of, or filing with, any person or entity (other than with
respect to actions of the Transfer Agent for Intellicorp in order to
reissue the certificate for the Shares registered in the name of SAP or
its nominee), (ii) result in the breach of, or constitute a default
under any applicable law or any order applicable to or binding upon
Informix or any material contract to which it is a party.
d. Informix owns the Shares free and clear of all liens and
encumbrances and restrictions of transfer (except restrictions related
to compliance to the Securities Act of 1933, as amended) and the Shares
are fully paid, nonassessable and not subject to any voting agreement or
other agreement affecting the ownership, voting or transferability of
the Shares.
e. Neither Informix nor any person acting on behalf of Informix has
negotiated with any finder, broker or intermediary in connection with
the transaction contemplated herein.
Article III. Conditions to Closing.
3.1 SAP's obligation to purchase and pay for the Shares at the Closing
shall be subject to the satisfaction or waiver of all of the following
conditions as of the Closing:
a. Informix shall have delivered the Shares duly endorsed for
transfer, or accompanied by executed stock powers.
b. The representations and warranties of Informix shall be true and
correct.
c. There shall not be on such date any judgment or order of a court of
competent jurisdiction or any ruling, regulation or order of any agency
of a foreign, federal, state or local government which would prohibit
the sale of the Shares or subject SAP to any material penalty if the
Shares were to be sold hereunder.
3.2 Informix's obligations to sell and deliver the Shares at the
Closing shall be subject to the satisfaction or waiver of all of the
following conditions on the date of the Closing:
a. SAP shall have made payment of the Purchase Price for the Shares in
the manner set forth in Article I hereof.
b. The representations and warranties of Informix shall be true and
correct.
c. There shall not be on such date any judgment or order of a court of
competent jurisdiction or any ruling, regulation or order of any agency
of a foreign, federal, state or local government which would prohibit
the sale of the Shares or subject Informix to any material penalty if
the Shares were to be sold hereunder.
Article IV Miscellaneous.
4.1 This Agreement constitutes the entire agreement with respect to
the subject matter hereof and supersedes all agreements, representations
and understandings, whether oral or written, with respect to the subject
matters hereof.
4.2 Each party agrees to execute any and all further documents and
writings and to perform such other actions which may be or could become
necessary or expedient to effectuate and carry out the transfer of the
Shares as provided hereunder.
4.3 This Agreement may be executed in any number of counterparts and
by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken
together shall constitute one and the same Agreement.
4.4 This Agreement shall be governed by and construed in accordance
with the laws of the State of California.
4.5 This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of each of the parties, and no other person
shall acquire or have any right under or by virtue of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
SAP AG
By: /s/ Prof. Dr. h.c. Hasso Plattner
Title: Member of the Executive Board
By: /s/ Deiter Matheis
Title: Chief Financial Officer
INFORMIX CORPORATION
By: /s/ David H. Stanley
Title: V.P., Legal and Corporate Services, General Counsel and
Secretary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
IntelliCorp, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
458153 10 3
(CUSIP Number)
David H. Stanley, Vice President, General Counsel and Secretary,
Informix Corporation,
4100 Bohannon Drive, Menlo Park, CA
(415) 926-6300
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 3, 1993
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
Check the following box if a fee is being paid with the statement [x].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has
filed no amendment subsequent thereto reporting beneficial ownership of
less than five percent of such class.) (See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
SCHEDULE 13D
CUSIP No. 458153 10 3
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Informix Corporation IRS I.D. No. 94-30711736
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions) (a) [ ] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS (See Instructions)
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
1,428,571
8 SHARED VOTING POWER
Not Applicable
9 SOLE DISPOSITIVE POWER
1,428,571
10 SHARED DISPOSITIVE POWER
Not Applicable
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,428,571
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8%
14 TYPE OF REPORTING PERSON (See Instructions)
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13D
UNDER THE
SECURITIES EXCHANGE ACT OF 1934
ITEM 1. Security and Issuer
(a) Title of Class of Equity Securities: Common Stock
(b) Name and Address of Principal Executive Offices of
Issuer:
IntelliCorp, Inc.
1975 El Camino Real West
Mountain View, California 94040
ITEM 2. Identity and Background
(a) Name of Person Filing: Informix Corporation
(b) Address of Principal Business Office:
4100 Bohannon Drive
Menlo Park, California 94025
(c) Principal Business:
Software
(d) Criminal Proceedings:
During the last five years the Reporting Person has
not been convicted in any criminal proceeding.
(e) Civil Proceedings:
During the last five years the Reporting Person has not been a party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or State
securities laws or finding any violation with respect to such laws.
(f) Place of Organization: Delaware
ITEM 3. Source and amount of Funds or Other Consideration:
The $1,999,999.40 used to purchase the shares of the Issuer's Common
Stock was derived from the Reporting Person's working capital.
ITEM 4. Purpose of Transaction:
The Issuer and the Reporting Person have entered into that certain
Common Stock Purchase Agreement dated May 3, 1993 attached hereto as
Exhibit 1 and incorporated by reference herein (the "Agreement"),
whereby the Issuer issued to the Reporting Person, on May 3, 1993,
1,428,571 shares of previously unissued Issuer Common Stock for $1.40
per share, for a total cash consideration of $1,999,999.40.
Pursuant to Sections 7.6 and 8.8 of the Agreement, the Reporting Person
has certain rights to maintain its ownership percentage in Issuer Common
Stock. See Sections 8.9 and 9.2 of the Agreement for provisions
regarding certain rights and obligations of the parties in respect of
changes in control of the Issuer and tender offers for the Issuer's
securities.
The purpose of the transaction is to provide working capital to the
Issuer to enhance the working relationship between the Issuer and the
Reporting Person, as described in their joint press release attached
hereto as Exhibit 2 and incorporated by reference herein.
ITEM 5. Interest in Securities of Issuer:
(a) Number of Shares Beneficially Owned: 1,428,571
Percent of Class: 14.8
(b) Sole Power to Vote, Direct the Vote of, or Dispose of Shares:
1,428,571
(c) Recent Transactions: N/A
(d) Rights with Respect to Dividends or Sales Proceeds: N/A
(e) Date of Cessation of Five Percent Beneficial Ownership: N/A
ITEM 6. Contracts, Arrangement, Understandings or Relationships:
Pursuant to Sections 8.1, 8.2, 8.3, 8.4, 8.5 and 8.6 of the Agreement,
the Reporting Person will be subject to certain standstill provisions
and restrictions on voting and transfer of the securities of the Issuer.
See the Agreement for a further description of these provisions, and see
generally the response to Item 4 hereof.
ITEM 7. Material to Be Filed as Exhibits
Exhibit 1 Common Stock Purchase Agreement
Exhibit 2 Joint Press Release
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
May __, 1993 INFORMIX CORPORATION
By:/s/DAVID H. STANLEY
Title: Vice President
EXHIBIT INDEX
Sequentially
No. Document Numbered Page
1 Common Stock Purchase Agreement
2 Joint Press Release
