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PROSPECTUS
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231,900 SHARES
INFORMIX CORPORATION
COMMON STOCK
($0.01 PAR VALUE)
This Prospectus relates to the public offering, which is not being
underwritten, of shares of the common stock, $0.01 par value per share ("Common
Stock"), of Informix Corporation (together with its consolidated subsidiaries,
"Informix") offered from time to time by any or all of the Selling Stockholders
named herein (the "Selling Stockholders") who received such shares in exchange
for their shares of the capital stock of Stanford Technology Group, Inc. ("STG")
upon the merger of STG with and into a wholly-owned subsidiary of Informix on
October 31, 1995. Such shares were issued pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"), provided by Section 4(2) thereof. Informix will receive no
part of the proceeds of sales made hereunder. All expenses of registration
incurred in connection with this offering are being borne by Informix, but all
selling and other expenses incurred by Selling Stockholders will be borne by
such Selling Stockholders. None of the shares offered pursuant to this
Prospectus has been registered prior to the filing of the Registration Statement
of which this Prospectus is a part.
The Common Stock offered hereby may be offered and sold from time to time by
the Selling Stockholders directly or through broker-dealers or underwriters who
may act solely as agents, or who may acquire the Common Stock as principals. The
distribution of the Common Stock may be effected in one or more transactions
that may take place through the Nasdaq National Market, including block trades
or ordinary broker's transactions, or through privately negotiated transactions,
or through underwritten public offerings, or through a combination of any such
methods of sale, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated prices. Usual and
customary or specially negotiated brokerage fees or commissions may be paid by
the Selling Stockholders in connection with such sales. See "Plan of
Distribution."
The Common Stock of Informix is traded in the over-the-counter market on the
Nasdaq National Market (Nasdaq Symbol: IFMX). On February 5, 1996, the closing
sale price of a share of Informix's Common Stock was $30.63.
SEE "RISK FACTORS" ON PAGE 3 FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD
BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
Each Selling Stockholder and any broker executing selling orders on behalf
of the Selling Stockholders may be deemed to be an "underwriter" within the
meaning of the Securities Act. Commissions received by any such broker may be
deemed to be underwriting commissions under the Securities Act.
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERING DESCRIBED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY INFORMIX.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN
OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES BY ANY PERSON IN
ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER,
SOLICITATION OR SALE. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is February 7, 1996.
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AVAILABLE INFORMATION
Informix is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the Public
Reference Room of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the Commission's regional offices at: Seven World Trade Center, New York,
New York 10048; and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661; and copies of such material can be obtained form the Public Reference
Section of the Commission, Washington, D.C. 20549, at prescribed rates.
Information as of particular dates concerning directors and officers of
Informix, their remuneration, options granted to them, the principal holders of
securities of Informix, and any material interest of such persons in
transactions with Informix has been or will be disclosed in the proxy statements
to be distributed to stockholders of Informix and filed with the Commission.
This Prospectus contains information concerning Informix, but does not
contain all the information set forth in the Registration Statement on Form S-3
which Informix has filed with the Securities and Exchange Commission under the
Securities Act (the "Registration Statement"). The Registration Statement,
including various exhibits, may be inspected at the Commission's office in
Washington, D.C.
INFORMATION INCORPORATED BY REFERENCE
There are hereby incorporated by reference in this Prospectus the following
documents and information heretofore filed with the Securities and Exchange
Commission:
(1) Informix's Annual Report on Form 10-K for the fiscal year ended December
31, 1994.
(2) Informix's Quarterly Reports on Form 10-Q for the fiscal quarters ended
April 2, July 2, and October 1, 1995.
(3) Informix's Current Reports on Form 8-K filed on January 25, 1995 and
Form 8-K/A filed on March 22, 1995.
(4) Informix's Current Report on Form 8-K filed on February 7, 1996.
(5) Informix's Registration Statement on Form 8-A/A filed on August 11,
1995.
All documents filed by Informix pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of securities contemplated hereby shall be deemed to
be incorporated by reference in this Prospectus or any Prospectus Supplement and
to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference or deemed to be incorporated
by reference in this Prospectus or any Prospectus Supplement shall be deemed to
be modified or superseded for all purposes of this Prospectus or such Prospectus
Supplement to the extent that a statement contained herein, therein or in any
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein or in such Prospectus Supplement modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus or any Prospectus Supplement.
Informix will provide without charge to each person to whom a copy of this
Prospectus has been delivered, upon the written or oral request of such person,
a copy of any and all of the documents referred to above which have been or may
be incorporated in this Prospectus by reference (other than exhibits to such
documents, unless such exhibits are specifically incorporated by reference
therein). Requests for such copies should be directed to: General Counsel,
Informix Corporation, 4100 Bohannon Drive, Menlo Park, California 94025;
telephone number (415) 926-6300.
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THE COMPANY
Informix designs, develops, manufactures, markets and supports distributed
relational database management systems, object-oriented, graphical-and
character-based application development tools and graphical data-access tools
for delivering information to most significant desktop platforms. In addition to
software products, Informix offers training, consulting and maintenance to its
customers.
Informix Corporation was initially incorporated in California in 1980 and
was reincorporated in Delaware in 1986. Informix maintains its executive offices
at 4100 Bohannon Drive, Menlo Park, California 94025 and its telephone number is
(415) 926-6300.
FORWARD LOOKING INFORMATION
This Prospectus, including the information incorporated by reference herein,
contains forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. Actual results could differ
materially from those projected in the forward-looking statements as a result of
the risk factors set forth below. Reference is made in particular to the
discussion set forth under "Management's Discussion of Analysis of Financial
Condition and Results of Operations" in the Annual Report on Form 10-K for the
fiscal year ended December 31, 1994 and in the Quarterly Reports on Form 10-Q
for the fiscal quarters ended April 2, July 2 and October 1, 1995. In connection
with forward-looking statements which appear in these disclosures, prospective
purchasers of the Common Stock offered hereby should carefully review the
factors set forth in this Prospectus under "Risk Factors -- Uncertainties
Relating to the Merger with Illustra," "-- Fluctuations in Quarterly Results,"
"-- Volatility of Informix Stock Prices," "-- Competition," "-- International
Operations" and "-- Management of Growth."
RISK FACTORS
In addition to the other information in this Prospectus or incorporated
herein by reference, the following factors should be considered carefully in
evaluating Informix and its business before purchasing the Common Stock offered
hereby:
UNCERTAINTIES RELATING TO THE MERGER WITH ILLUSTRA. Informix and Illustra
Information Technologies, Inc. ("Illustra") have entered into an Agreement and
Plan of Reorganization dated as of December 20, 1995 (the "Merger Agreement")
pursuant to which Illustra will be merged into a wholly-owned subsidiary of
Informix ("Merger"). Illustra develops, produces, markets and supports object-
relational database systems and software tools and also provides consulting,
training and maintenance services. As a result of the Merger, all outstanding
shares of Illustra Common Stock and Illustra Preferred Stock will become shares
of Informix Common Stock and all outstanding options and warrants to acquire
Illustra Common Stock or Illustra Preferred Stock will become options and
warrants to acquire Informix Common Stock. The maximum number of shares of
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 the Merger in exchange for the outstanding shares of
Illustra Common Stock and Illustra Preferred Stock and all unexpired and
unexercised options and warrants to acquire Illustra Common Stock or Illustra
Preferred Stock will be 15,000,000. The Merger is subject to a number of
conditions, including approval by the Illustra stockholders. Assuming all
conditions to the Merger are met or waived prior thereto, it is currently
anticipated that the effective time of the Merger will be on or about February
16, 1996. The following are risks associated with the Merger:
UNCERTAINTIES RELATING TO INTEGRATION OF OPERATIONS. Informix and
Illustra have entered into the Merger Agreement with the expectation that
the Merger will result in beneficial synergies for the combined companies.
Achieving the anticipated benefits of the Merger will depend in part upon
whether the integration of the two companies' businesses is achieved in an
efficient and effective manner, and there can be no assurance that this will
occur. The combination of the two companies will require, among other
things, integration of Illustra's object-relational database
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technology with Informix's relational database technology and integration of
their respective sales and marketing and research and development efforts.
There can be no assurance that integration will be accomplished smoothly, on
time or successfully. The difficulties of such integration may be increased
by the complexity of the technologies being integrated and the necessity of
coordinating geographically separated organizations. The integration of
certain operations following the Merger will require the dedication of
management resources which may temporarily distract attention from the
day-to-day business of the combined companies. Failure to effectively
accomplish the integration of the two companies' operations could have an
adverse effect on Informix's results of operations and financial condition.
POTENTIAL DILUTIVE EFFECT TO STOCKHOLDERS. Although the companies
believe that beneficial synergies will result from the Merger, there can be
no assurance that the combining of the two companies' businesses, even if
achieved in an efficient, effective and timely manner, will result in
combined results of operations and financial condition superior to what
would have been achieved by each company independently, or as to the period
of time required to achieve such result. The issuance of Informix Common
Stock in connection with the Merger will have the effect of reducing
Informix's net income per share and could reduce the market price of
Informix Common Stock unless and until revenue growth or cost savings and
other business synergies sufficient to offset the effect of such issuance
can be achieved. There can be no assurance that such synergies will be
achieved.
NEED FOR ACCEPTANCE OF OBJECT-RELATIONAL TECHNOLOGY. The market for the
object-relational database products of Illustra is new and evolving, and its
growth depends both upon the growing need to store complex data and the
broader market acceptance of Illustra's object-relational technology as the
solution for this need. Because object-relational technology represents a
shift in programming methodology, it requires a substantial investment in
the retraining of programmers, which can be expensive and reduce the
productivity of programmers during the training period. As a result, there
can be no assurance that organizations will choose to make the transition
from conventional relational database management systems to
object-relational database management systems, and the time frame within
which such transition may occur, even if they believe that they can benefit
from the advantages of an object-relational system. Any delay in the
market's acceptance of object-relational database management systems will
reduce the anticipated benefits of the Merger and could have an adverse
effect on Informix's results of operations and financial condition.
COSTS OF INTEGRATION; TRANSACTION EXPENSES. The combined companies'
results of operations will be adversely affected by Merger-related expenses,
consisting primarily of transaction costs for investment bankers fees,
attorneys, accountants, financial printing and other related charges
estimated to be approximately $6 million dollars. These nonrecurring costs
will be charged to operations in the fiscal quarter in which the Merger is
consummated. This estimate is preliminary and is therefore subject to
change.
FLUCTUATIONS IN QUARTERLY RESULTS. Informix's operating results can vary
substantially from period to period. The timing and amount of Informix's license
revenues are subject to a number of factors that make estimation of operating
results prior to the end of a quarter extremely uncertain. Informix has operated
historically with little or no backlog, and as a result, license revenues in any
quarter are dependent on contracts entered into or orders booked and shipped in
that quarter. Informix's quarterly operating margins have generally followed a
historic pattern, with second half revenues and operating margins generally
being higher than those of the preceding first half. Informix believes that this
pattern has been primarily related to customers' capital spending cycles at the
end of a calendar year as well as to Informix's selling efforts, influenced by
annual sales incentive plans, at the end of the calendar year, which is the end
of Informix's fiscal year. Additionally, as is common in the industry, a
disproportionate amount of Informix's license revenue is derived from
transactions that close in the last few weeks of a quarter. The timing of
closing of large license agreements also increases the risk of
quarter-to-quarter fluctuations and the uncertainty of estimating quarterly
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operating results. Informix's operating expenses are based on projected annual
and quarterly revenue levels, have been increasing at rates approaching the rate
of total revenue growth and are incurred approximately ratably throughout each
quarter. As a result, if projected revenues are not realized in the expected
period, Informix's operating results for that period would be adversely affected
as the operating expenses are relatively fixed in the short term. Failure to
achieve revenue, earnings and other operating and financial results as
forecasted or anticipated by brokerage firm analysts or industry analysts could
result in an immediate and adverse effect on the market price of Informix's
Common Stock. Further, Informix may not learn of, or be able to confirm, revenue
or earning shortfalls until the end of each quarter, which could result in an
even more immediate and adverse effect on the trading price of Informix's Common
Stock.
VOLATILITY OF INFORMIX STOCK PRICES. The market for Informix's Common Stock
is highly volatile. The trading price of Informix's Common Stock could be
subject to wide fluctuations in response to quarterly variations in operating
and financial results, announcements of technological innovations or new
products by Informix or its competitors, changes in prices of Informix's or its
competitors' products and services, changes in product mix, changes in
Informix's revenue and revenue growth rates for Informix as a whole or for
individual geographic areas, business units, products or product categories, as
well as other events or factors. Statements or changes in opinions, ratings, or
earnings estimates made by brokerage firms or industry analysts relating to the
market in which Informix does business or relating to Informix specifically have
resulted, and could in the future result, in an immediate and adverse effect on
the market price of Informix's Common Stock. Statements by financial or industry
analysts regarding the extent of the dilution in Informix's net income per share
resulting from the Merger and the extent to which such analysts expect potential
business synergies to offset such dilution can be expected to contribute to
volatility in the market price of Informix Common Stock. In addition, the stock
market has from time to time experienced extreme price and volume fluctuations
which have particularly affected the market price for the securities of many
high-technology companies and which often have been unrelated to the operating
performance of these companies. These broad market fluctuations may adversely
affect the market price of Informix Common Stock.
COMPETITION. The market for Informix's software products and services is
extremely competitive. The chief competition faced by Informix is currently
provided by Oracle Corporation, Sybase, Inc., CA Ingres (a subsidiary of
Computer Associates International, Inc.), IBM Corporation, Microsoft Corporation
and Red Brick Systems, Inc. and suppliers of third party tools such as Gupta
Corporation, Forte Software, Inc. and Dynasty Technologies, Inc. Some of
Informix's current competitors and many potential competitors have greater
financial, technical and marketing resources than Informix. To the extent that
market acceptance for personal computer oriented technologies increases at the
expense of UNIX or other non-PC platforms, this could result in greater price
pressure on certain of Informix's database products and services. The
availability and market acceptance of Microsoft Corporation's Windows NT
operating system may increase the competition faced by the principal operating
system platforms on which Informix's products operate and may result in greater
price pressure on certain of Informix's database products and services. Also,
new or enhanced products introduced by existing or future competitors could have
an adverse effect on Informix's business, results of operations and financial
condition. Existing and future competition or changes in Informix's product or
services pricing structure or product or service offerings could result in an
immediate reduction in the prices of Informix's products or services. If this
were to result in significant price declines, the effects of which were not
offset by any resulting increases in sales volume of Informix's products or
services, Informix's business, results of operations and financial condition
would be adversely affected. There can be no assurance that Informix will
continue to compete successfully with its existing competitors or will be able
to compete successfully with new competitors.
TECHNOLOGICAL CHANGE AND NEW PRODUCTS. The market for Informix's products
and services is characterized by rapidly changing technology and frequent new
product introductions. Informix's success will depend upon its ability to
enhance its existing products and to introduce new products on
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a timely and cost-effective basis that meet dynamic customer requirements. There
can be no assurance that Informix will be successful in developing new products
or enhancing its existing products or that such new or enhanced products will
receive market acceptance or be timely delivered to the market. Informix has
experienced product delays in the past and may have delays in the future. Delays
in the scheduled availability or a lack of market acceptance of its products or
failure to accurately anticipate customer demand or meet customer performance
requirements could have a material adverse effect on Informix's business,
results of operations and financial condition. In addition, products as complex
as those offered by Informix may contain undetected errors or bugs when first
introduced or as new versions are released. There can be no assurance that,
despite testing, new products or new versions of existing products will not
contain undetected errors or bugs that will delay the introduction or commercial
acceptance of such products. Informix's success also depends on the ability of
its products to interoperate and perform well with existing and future,
industry-standard leading application software products intended to be used in
connection with relational database management systems. Failure to meet existing
and future interoperability and performance requirements of certain independent
vendors marketing such applications in a timely manner could adversely affect
the market for Informix's products. Commercial acceptance of Informix's products
and services could also be adversely affected by critical or negative statements
or reports by brokerage firms, industry and financial analysts and industry
periodicals concerning Informix, its products, business or competitors or by the
advertising or marketing efforts of competitors, or other factors that could
affect consumer perception.
INTERNATIONAL OPERATIONS. Over half of Informix's net revenues are derived
from its international operations. Informix's operations and financial results
could be significantly affected by factors associated with international
operations such as changes in foreign currency exchange rates and uncertainties
relative to regional economic circumstances, as well as by other risks
associated with international activities. Most of Informix's international
revenue and expenses are denominated in local currencies. Although Informix
takes into account changes in exchange rates over time in its pricing strategy,
Informix's business, results of operations and financial condition could be
materially and adversely affected by fluctuations in foreign currency exchange
rates. There can be no assurance that Informix will not experience fluctuations
in international revenues.
INTEGRATION OF ACQUIRED COMPANIES. Informix has recently completed several
acquisitions including the database division of ASCII Corporation in Japan, STG
in the United States and distributors in Germany, Korea and Malaysia, and has
recently entered into the Merger Agreement to acquire Illustra. Informix may
acquire other distributors, companies, products or technologies in the future.
There can be no assurance that these acquisitions and the acquisition of
Illustra can be effectively integrated, that such acquisitions will not result
in costs or liabilities that could adversely effect Informix's results of
operations and financial condition, or that Informix will obtain the anticipated
or desired benefits of such acquisitions.
KEY PERSONNEL. Informix's success depends in part on the continued
contributions of both companies' key management and technical personnel. The
success of Informix also depends on Informix's ability to attract and retain
other qualified technical, managerial, sales and marketing personnel. The
competition for such personnel is intense in the software industry. Uncertainty
during integration of the businesses of Informix and Illustra may adversely
affect the combined companies' ability to attract and retain such personnel.
MANAGEMENT OF GROWTH. Informix has experienced rapid growth in recent
years. There can be no assurance Informix will maintain its recent rate of
growth. Informix's future growth will depend in part on the ability of its
officers and key personnel to manage growth successfully through the
implementation of appropriate management systems and controls. Failure to
effectively implement or maintain such systems and controls could adversely
affect Informix's business, results of operations and financial condition.
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LIMITATIONS ON PROTECTION OF INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS.
Informix relies on a combination of trade secret, copyright and trademark laws
and contractual provisions to protect its proprietary rights in its software
products. There can be no assurance that these protections will be adequate or
that competitors will not independently develop technologies that are
substantially equivalent or superior to Informix's technology. In addition,
copyright and trade secret protection for Informix's products may be unavailable
or unreliable in certain foreign countries. As of the date hereof, Informix had
no issued patents. As the number of software products in the industry and
software patents increases, Informix believes that software developers may
become increasingly subject to infringement claims. There can be no assurance
that a third party will not assert that its patents or other proprietary rights
are violated by products offered by Informix. Any such claims, with or without
merit, can be time consuming and expensive to defend, and could have an adverse
effect on Informix's business, results of operations and financial condition.
Infringement of valid third party patents and propriety rights could have an
adverse effect on Informix's business, results of operations and financial
condition. Informix also relies on "shrink-wrap" break-the-seal licenses not
signed by the licensee to protect its proprietary rights. "Shrink-wrap" licenses
may be unenforceable under the laws of certain jurisdictions.
DEPENDENCE ON THIRD-PARTY PROVIDERS OF TECHNOLOGY. The products of Informix
use certain products and technologies of various third party software
developers, including both complete products offered as extensions of Informix's
product lines and technology used in the enhancement of internally developed
products. Such products and technologies are obtained from the third party
providers under contractual license agreements, which in some cases are for
limited time periods and in some cases provide that such licenses may be
terminated under certain circumstances. There can be no assurance that Informix
will be able to maintain adequate relations with these third-party providers,
that these third-party providers will commit adequate development resources to
maintain these products and technologies or that the license agreements that are
for limited time periods will be renewed upon termination. In such
circumstances, Informix's inability to obtain or develop substitute technology
could adversely affect Informix's business, results of operations and financial
condition.
EFFECT OF ANTITAKEOVER PROVISIONS OF DELAWARE LAW AND INFORMIX'S CHARTER
DOCUMENTS. Informix is subject to the provisions of Section 203 of the Delaware
General Corporation Law, which has the effect of restricting changes in control
of a company. The Board of Directors of Informix is divided into three classes,
with each class standing for election once every three years. In addition,
Informix's Board of Directors has authority to issue up to 5,000,000 shares of
preferred stock and to fix the rights, preferences, privileges and restrictions,
including voting rights, of such shares without any further vote or action by
the stockholders. Informix also has a Preferred Shares Rights Agreement that
provides for the issuance of rights which upon the occurrence of certain events
would result in significant dilution to Informix Common Stock held by a bidder
for Informix. These and other provisions of the Delaware General Corporation Law
applicable to Informix and Informix's charter documents may have the effect of
delaying, deterring or preventing changes in control or management of Informix.
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SELLING STOCKHOLDERS
The following table shows, as to each Selling Stockholder, (i) such
stockholder's name and position with Informix (including its wholly-owned
subsidiary, STG), (ii) the number of shares of Common Stock beneficially owned
prior to the offering, and (iii) the number of shares of Common Stock to be sold
pursuant to this Prospectus:
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY SHARES TO BE
OWNED PRIOR TO SOLD
NAME OFFERING (1)(2) IN THE OFFERING
- ------------------------------------------------------------------ ----------------- ----------------
<S> <C> <C>
Jonathan Kraft Charitable Trust of 1996........................... 37,310(3) 37,310
David Lichtblau .................................................. 112,310(4) 28,000
Vice President, Marketing
Stanford Technology Group, Inc.
DPL I Charitable Trust............................................ 56,000(5) 56,000
Sequoia Capital VI................................................ 62,544(6) 62,544
Sequoia Technology Partners VI.................................... 3,924(6) 3,924
Sequoia XXIV...................................................... 3,140(6) 3,140
Kirill Sheynkman ................................................. 112,310 32,110
President, Stanford Technology Group, Inc.
Douglas M. Leone.................................................. 2,218(7) 2,218
J. Thomas McMurray................................................ 2,218(7) 2,218
Michael Moritz.................................................... 2,218(7) 2,218
Thomas F. Stephenson.............................................. 2,218(7) 2,218
</TABLE>
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(1) Based on shares beneficially owned at January 17, 1996.
(2) No Selling Stockholder will own more than 1% of the outstanding shares of
Common Stock of Informix following the sale of the shares offered hereby.
(3) Excludes an additional 75,000 shares of Common Stock owned by Jonathan
Kraft, the trustee of the Jonathan Kraft Charitable Trust of 1996 and the
Vice President, Professional Services of Stanford Technology Group, Inc.
(4) Includes 56,000 shares of Common Stock held by the DPL I Charitable Trust,
of which David Lichtblau is trustee.
(5) Excludes 56,310 shares of Common Stock held by David Lichtblau, who is the
trustee of the DPL I Charitable Trust.
(6) Excludes an aggregate of 8,872 shares of Common Stock held severally by
Douglas M. Leone, J. Thomas McMurray, Michael Moritz and Thomas F.
Stephenson, who are principals of Sequoia Capital and its affiliated
entities.
(7) Excludes an aggregate of 69,608 shares of Common Stock held by Sequoia
Capital VI, Sequoia Technolgy Partners VI and Sequoia XXIV, as to each of
which Messrs. Leone, McMurray, Moritz and Stephenson are principals.
PLAN OF DISTRIBUTION
Informix has been advised by the Selling Stockholders that they and any
person receiving shares from the Selling Stockholders in the form of a bona fide
gift or distribution to a limited partner of a Selling Stockholder (a "Donee")
intend to sell all or a portion of the shares offered hereby from time to time
in the over-the-counter market and that sales will be made at prices prevailing
at the times of
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such sales. The Selling Stockholders and any Donee may also make private sales
directly or through a broker or brokers, who may act as agent or as principal.
In connection with any sales, the Selling Stockholders, any Donee and any
brokers participating in such sales may be deemed to be underwriters within the
meaning of the Securities Act. Informix will receive no part of the proceeds of
sales made hereunder.
Any broker-dealer participating in such transactions as agent may receive
commissions from the Selling Stockholders and any Donee (and, if they act as
agent for the purchaser of such shares, from such purchaser). Usual and
customary brokerage fees will be paid by the Selling Stockholders and any Donee.
Broker-dealers may agree with the Selling Stockholders to sell a specified
number of shares at a stipulated price per share, and, to the extent such a
broker-dealer is unable to do so acting as agent for the Selling Stockholders
and any Donee, to purchase as principal any unsold shares at the price required
to fulfill the broker-dealer commitment to the Selling Stockholders and any
Donee. Broker-dealers who acquire shares as principal may thereafter resell such
shares from time to time in transactions (which may involve crosses and block
transactions and which may involve sales to and through other broker-dealers,
including transactions of the nature described above) in the over-the-counter
market, in negotiated transactions or otherwise at market prices prevailing at
the time of sale or at negotiated prices, and in connection with such resales
may pay to or receive from the purchasers of such shares commissions computed as
described above.
Informix has advised the Selling Stockholders that the anti-manipulative
Rules 10b-6 and 10b-7 under the Exchange Act may apply to their sales in the
market, has furnished each Selling Stockholder with a copy of these Rules and
has informed them of the need for delivery of copies of this Prospectus. The
Selling Stockholders or any Donee may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities Act. Any
commissions paid or any discounts or concessions allowed to any such
broker-dealers, and any profits received on the resale of such shares, may be
deemed to be underwriting discounts and commissions under the Securities Act if
any such broker-dealers purchase shares as principal.
Upon notification by a Selling Stockholder or any Donee to Informix that any
material arrangement has been entered into with a broker-dealer for the sale of
shares through a cross or block trade, to the extent required, a supplemental
prospectus will be filed under Rule 424(c) under the Securities Act setting
forth the name of the participating broker-dealer(s), the number of shares
involved, the price at which such shares were sold by the Selling Stockholder or
any Donee, the commissions paid or discounts or concessions allowed by the
Selling Stockholder or any Donee to such broker-dealer(s), and where applicable,
that such broker-dealer(s) did not conduct any investigation to verify the
information set forth in this Prospectus.
Any securities covered by this Prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under that Rule rather than
pursuant to this Prospectus.
There can be no assurance that any of the Selling Stockholders or any Donee
will sell any or all of the shares of Common Stock offered by them hereunder.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby has been passed
upon for the Company by Wilson Sonsini Goodrich & Rosati, Professional
Corporation, Palo Alto, California.
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