SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
February 16, 1996
Date of Report (Date of earliest event reported)
INFORMIX CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-15325
(Commission File Number)
94-3011736
(I.R.S. Employer Identification No.)
4100 Bohannon Drive
Menlo Park, California 94025
(Address of principal executive offices)
(415) 926-6300
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets.
On February 16, 1996, Informix Delaware, Inc. ("Merger Sub"), a
Delaware corporation and a wholly owned subsidiary of Informix
Corporation ("Informix" or the "Registrant"), merged (the "Merger") with
and into Illustra Information Technologies, Inc. ("Illustra"), a
Delaware corporation, after the Merger had been approved that morning at
a special meeting of Illustra's stockholders. At the effective time of
the Merger ("Effective Time"), Illustra became a wholly-owned subsidiary
of Informix. Illustra develops, produces, markets and supports object
relational database systems and software tools.
Terms of the Merger. The Merger occurred pursuant to an Agreement
and Plan of Reorganization, dated as of December 20, 1995 (the
"Reorganization Agreement"), by and among Informix, Merger Sub and
Illustra. As a result of the Merger, the maximum number of shares of
Common Stock of Informix ("Informix Common Stock") to be issued
(including Informix Common Stock to be reserved for issuance upon
exercise of any of Illustra's options and warrants to be assumed by
Informix) in exchange for the acquisition by Informix of all outstanding
shares of Common Stock of Illustra ("Illustra Common Stock") and
Preferred Stock of Illustra ("Illustra Preferred Stock") and all
unexpired and unexercised options and warrants to acquire Illustra
Common Stock or Illustra Preferred Stock (collectively, "Illustra
Capital Stock") is 15,000,000.
Pursuant to the terms and conditions of the Merger Agreement, as
of the Effective Time, by virtue of the Merger, the following occurred:
Conversion of Illustra Common Stock. Each share of Illustra Common
Stock issued and outstanding immediately prior to the Effective Time
(other than any shares held by any holder who exercised and perfected
appraisal or dissenters' rights for such shares) was canceled and
extinguished and converted automatically into the right to receive
0.77283 (the "Common Exchange Ratio") shares of Informix Common Stock,
including with respect to each whole share of Informix Common Stock to
be received, the right to receive one preferred share purchase right (a
"Right") under Informix's Amended and Restated Preferred Shares Rights
Agreement dated as of September 12, 1991 and amended and restated as of
May 15, 1992 and July 25, 1995, and in any case, subject to the escrow
provisions of the Merger Agreement described below.
Conversion of Illustra Preferred Stock. In accordance with
Illustra's charter documents, holders of a majority of the shares of
Illustra Preferred Stock agreed by written consent dated February 2,
1996 to cause the automatic conversion of all shares of Illustra
Preferred Stock into shares of Illustra Common Stock immediately prior
to the Effective Time.
Stock Options. At the Effective Time, each outstanding option to
purchase shares of Illustra Common Stock (each an "Illustra Option")
under Illustra's 1992 Equity Incentive Plan (the "Option Plan"), or
otherwise, whether vested or unvested, was, in connection with the
Merger, assumed by Informix. Each Illustra Option so assumed by
Informix under the Merger Agreement will continue to have, and be
subject to, the same terms and conditions set forth in the Option Plan
and/or as provided in the respective option agreements governing such
Illustra Option immediately prior to the Effective Time, except that (i)
such Illustra Option will be exercisable for that number of whole shares
of Informix Common Stock equal to the product of the number of shares of
Illustra Common Stock that were issuable upon exercise of such Illustra
Option immediately prior to the Effective Time multiplied by 0.77283
rounded down (in the case of Illustra Options granted under the Option
Plan) to the nearest whole number of shares of Informix Common Stock and
(ii) the per share exercise price for the shares of Informix Common
Stock issuable upon exercise of such assumed Illustra Option will be
equal to the quotient determined by dividing the exercise price per
share of Illustra Common Stock at which such Illustra Option was
exercisable immediately prior to the Effective Time by 0.77283 rounded
up to the nearest whole cent. It is the intention of Informix and
Illustra that the Illustra Options assumed by Informix qualify following
the Effective Time as incentive stock options under the Internal Revenue
Code of 1986, as amended (the "Code"), to the extent the Illustra
Options qualified as incentive stock options immediately prior to the
Effective Time.
In connection with the Merger, the Illustra Common Stock subject to
an early exercise stock purchase agreement under the Option Plan was
exchanged for Informix Common Stock at the Common Exchange Ratio, and
the shares of Informix Common Stock so received shall continue to be
subject to the same repurchase right in favor of the surviving
corporation, which the surviving corporation may assign to Informix.
The number of shares of Informix Common Stock subject to repurchase from
time to time after the Merger and the repurchase price per share shall
be appropriately adjusted to reflect the exchange of Illustra Common
Stock for Informix Common Stock.
Warrants. Each warrant to purchase shares of Illustra Preferred
Stock outstanding at the Effective Time was, in connection with the
Merger, assumed by Informix. Each such warrant will, following the
Effective Time, be exercisable only for shares of Informix Common Stock,
in such number, and at such exercise price as is determined by applying
the Common Exchange Ratio in accordance with the terms of the applicable
warrant agreement.
Stock Ownership Following the Merger. An aggregate of
approximately 12,700,000 shares of Informix Common Stock were issued to
Illustra stockholders in the Merger and Informix will assume options
exercisable for up to an additional approximately 2,300,000 shares of
Informix Common Stock. Based upon the number of shares of Informix
Common Stock issued and outstanding as of December 31, 1995, and after
giving effect to the issuance of Informix Common Stock as described in
the previous sentence, the former holders of Illustra Capital Stock
hold, and have voting power with respect to, approximately 8.6% of
Informix's total issued and outstanding shares, and holders of former
Illustra Options hold options exercisable for approximately 1.6% of
Informix's total issued and outstanding shares (assuming the exercise of
only such options).
Escrow Fund. In connection with the Merger, at the Effective Time,
10% of the shares of Informix Common Stock issuable to holders of
Illustra Capital Stock by virtue of the Merger (the "Escrow Shares")
were registered in the name of and deposited with First Trust of
California, as escrow agent (the "Escrow Agent"), such deposit to
constitute the escrow fund (the "Escrow Fund"). The Escrow Shares will
be held in escrow as security for any losses that Informix incurs or
reasonably anticipates incurring by reason of breaches by Illustra of
covenants, representations or warranties contained in the Merger
Agreement. Subject to the resolution of unsatisfied claims of Informix,
the Escrow Fund shall terminate upon the earlier of (i) twelve months
following the closing date of the Merger and (ii) the issuance of
Informix's audited financial statements for the fiscal year ending
December 31, 1996.
Certain Federal Income Tax Considerations. The Merger is intended
to qualify as a reorganization under Section 368 (a) of the Code, in
which case no gain or loss should generally be recognized by the holders
of shares of Illustra Capital Stock on the exchange of their shares of
Illustra Capital Stock for shares of Informix Common Stock.
Accounting Treatment. The Merger qualifies as a pooling of
interests for financial reporting purposes in accordance with generally
accepted accounting principles
Item 7. Financial Statements and Exhibits.
a. Financial Statements of Business Acquired.
The following financial statements are incorporated herein by
reference from the section containing Illustra's combined financial
statements on pages F21 through F34 of the Prospectus of Informix dated
February 8, 1996 contained in Informix's Registration Statement on Form
S-4 (File No. 333-143):
The Consolidated Balance Sheets of Illustra as of December 31,
1995 (unaudited), June 30, 1995 and 1994; the Consolidated Statements of
Operations, Cash Flows and Stockholders' Equity of Illustra for the six
months ended December 31, 1995, the years ended June 30, 1995 and 1994,
and the period from July 31, 1992 (inception) to June 30, 1993; and the
related Notes to Consolidated Financial Statements.
b. Pro Forma Financial Information.
The following unaudited pro forma combined condensed financial
statements of Informix and related notes to unaudited pro forma combined
condensed financial statements are incorporated by reference herein from
the section captioned "Pro Forma Combined Condensed Financial Statements
(Unaudited)" on pages 38 through 45 of the Prospectus of Informix dated
February 8, 1996 contained in Informix's Registration Statement on Form
S-4 (File No. 333-143):
Pro Forma Combined Condensed Statements of Operations for the years
ended December 31, 1994 and 1993 and for the nine months ended
October 1, 1995 and October 2, 1994.
Pro Forma Combined Condensed Balance Sheet as of October 1, 1995.
c. Exhibits.
The Following exhibits are filed in accordance with Item 601 of
Regulation S-K as part of this report:
2.1 Agreement and Plan of Reorganization dated as of December 20,
1995, entered into by and among Informix Corporation, a Delaware
corporation, Illustra Information Technologies, Inc., a Delaware
corporation, and Informix Delaware, Inc. a Delaware corporation
(incorporated by reference to Annex A to the Prospectus contained in
Informix's Registration Statement on Form S-4 (File No. 333-143)).
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors of
Illustra.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned hereunto duly authorized.
INFORMIX CORPORATION
(Registrant)
Dated: March 1, 1996 By: \S\ David H. Stanley
David H. Stanley
Vice President, Legal and Corporate Services,
General Counsel and Secretary
</text
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to incorporation by reference in the current report
on Form 8-K of Informix Corporation of our report dated August 9, 1995,
relating to the consolidated balance sheets of Illustra Information
Technologies, Inc. and subsidiary as of June 30, 1995 and 1994, and
the related consolidated statements of operations, stockholders'
equity, and cash flows for the years then ended and for the period from
July 31, 1992 (inception) to June 30, 1993, which report appears in
the registration statement (No. 333-143) on Form S-4 of Informix
Corporation.
KPMG PEAT MARWICK LLP
/s/ KPMG Peat Marwick LLP
San Jose, California
March 1, 1996
