Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
INFORMIX CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
94-3011736
(I.R.S. Employer Identification No.)
4100 Bohannon Drive
Menlo Park, California 94025
(Address of Principal Executive Offices) (Zip Code)
1994 STOCK OPTION AND AWARD PLAN
(Full Title of the Plan)
David H. Stanley
Vice President, Legal and Corporate Services,
General Counsel and Secretary
INFORMIX CORPORATION
4100 Bohannon Drive
Menlo Park, California 94025
(Name and Address of Agent for Service)
415-926-6300
(Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee(2)
<S> <C> <C> <C> <C>
Common Stock 8,000,000 $8.875 $71,000,000 $21,515.15
($0.01 par shares
value)
</TABLE>
(1) Shares added by plan amendment effective May 22, 1997.
(2) Estimated pursuant to Rule 457 solely for purposes of
calculating the registration fee. Such price is based on the
closing sales price of the Common Stock on July 10, 1997, as
reported on the NASDAQ National Market System.
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are incorporated by reference in this
registration statement:
(a) The latest annual report filed by Informix Corporation
(the "Company") pursuant to section 13(a) or 15(d) of the
Securities Exchange Act of 1934.
(b) All other reports and proxy statements filed by the
Company pursuant to section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since the end of the fiscal year covered by
the annual report referred to in (a) above.
(c) The description of the Company's Common Stock contained
in the Company's Registration Statement on Form S-4 (No. 333-143,
effective February 7, 1996) filed under the Securities Act of 1933,
in connection with the merger of a subsidiary of the Company and
Illustra Information Technologies, Inc., including any amendment
or report filed for the purpose of updating such description.
All documents filed by the Company after the date of this
registration statement pursuant to sections 13(a), 13(c), 14, and
15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then
remaining unsold, shall also be deemed to be incorporated by
reference in this registration statement and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
David H. Stanley, counsel for the Company, is an executive officer
of the Company and holds the offices of Vice President, Legal and
Corporate Services, General Counsel and Secretary.
Item 6. Indemnification of Directors and Officers
Delaware law authorizes corporations to eliminate the personal
liability of directors to corporations and their stockholders for
monetary damages for breach or alleged breach of the director's
duty of care. While the relevant statute does not change
directors' duty of care, it enables corporations to limit available
relief to equitable remedies such as injunction or rescission. The
statute has no effect on director's duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or
knowing violations of the law, illegal payment of dividends and
approval of any transaction from which a director derives an
improper personal benefit.
The Company has adopted provisions in its Certificate of
Incorporation which eliminate the personal liability of directors
for monetary damages for breach or alleged breach of their duty of
due care. The By-laws of the Company provide for indemnification
of its directors and officers to the full extent permitted by the
General Corporation Law of the State of Delaware, the Company's
state of incorporation, including those circumstances in which
indemnification would be discretionary under Delaware law. The
Company has entered into indemnification agreements with its
directors and executive officers. Section 145 of the General
Corporation Law of the State of Delaware provides for
indemnification in terms sufficiently broad to indemnify such
individuals, under certain circumstances, for liabilities
(including reimbursement of expenses incurred) arising under the
Securities Act of 1933.
The Company also carries insurance policies in standard form
indemnifying its directors and officers against liabilities arising
from certain acts performed by them in their respective capacities
as such. The policies also provide for reimbursement of the
Company for certain amounts it may be required or permitted to pay
pursuant to applicable law to its directors and officers on account
of such liabilities.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
4.1 Informix Corporation 1994 Stock Option and Award Plan
4.2 Form of Nonqualified Stock Option Agreement
4.3 Restated Certificate of Incorporation, as amended, is
incorporated by reference to the Form 10-Q of Informix
Corporation for the fiscal quarter ended July 2, 1995
4.4 By-Laws, as amended, are incorporated by reference
to the Form 10-Q of Informix Corporation for the fiscal quarter
ended July 2, 1995
5 Opinion re Legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Ernst and Young L.L.P., Independent Auditors
24 Power of Attorney (included in the signature pages to this
registration statement)
Item 9. Undertakings
(a) Rule 415 Offering
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in 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 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the registrant
pursuant to Section 13 or 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, 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 bonafide 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.
(4) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of this chapter at the
start of any delayed offering or throughout a continuous offering.
Financial statements and information otherwise required by Section
10(a)(3) of the Act need not be furnished, provided that the
registrant includes in the prospectus, by means of a post-effective
amendment, financial statements required pursuant to this paragraph
(a)(4) and other information necessary to ensure that all other
information in the prospectus is at least as current as the date of
those financial statements. Notwithstanding the foregoing, with
respect to registration statements on Form F-3, a post-effective
amendment need not be filed to include financial statements and
information required by section 10(a)(3) of the Act or Rule 3-19 of
this chapter if such financial statements and information are
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference
in the Form F-3.
(b) Filings Incorporating Subsequent Exchange Act Documents by
Reference.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a)
or 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 registrations statement
relating to securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Request For Acceleration of Effective date or Filing of
Registration Statement on Form S-8.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to provisions
described in Item 6 hereof, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant,
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Menlo
Park, State of California, on July 16, 1997.
INFORMIX CORPORATION
(Registrant)
By /s/ Phillip E.White
Phillip E. White
Chairman of the Board, President
and Chief Executive Officer
POWER OF ATTORNEY
The officers and directors of Informix Corporation whose signatures
appear below, hereby constitute and appoint Phillip E. White, David H.
Stanley and Karen Blasing, and each of them, their true and
lawful attorneys and agents, with full power of substitution, each
with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby
ratify and confirm all that each of said attorney and agent, or
their or his substitutes, shall do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, 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/ Phillip E. White Chairman of the Board, President July 16, 1997
Phillip E. White and Chief Executive Officer
(Principal Executive Officer)
/s/ Karen Blasing Vice President, Corporate Controller July 16, 1997
Karen Blasing and Chief Accounting Officer
(Principal Financial Officer)
(Principal Accounting Officer)
/s/ Albert F. Knorp, Jr. Director July 16, 1997
Albert F. Knorp, Jr.
/s/ James L. Koch Director July 16, 1997
James L. Koch
/s/ Thomas A.McDonnell Director July 16, 1997
Thomas A. McDonnell
/s/ Cyril J. Yansouni Director July 16, 1997
Cyril J. Yansouni
</TABLE>
Executed by a majority of the members of the Board of Directors.
EXHIBIT 4.1
INFORMIX CORPORATION
1994 STOCK OPTION AND AWARD PLAN
INFORMIX CORPORATION, hereby adopts The Informix Corporation
1994 Stock Option Plan, effective as of March 23, 1994 (amended as of
May 22, 1997), as follows:
SECTION 1
BACKGROUND AND PURPOSE
1.1 Background and Effective Date. The Plan permits the
grant of Nonqualified Stock Options, Incentive Stock Options, and
Performance Shares. The Plan is subject to the approval by an
affirmative vote, at the next meeting of stockholders of the
Company, or any adjournment thereof, of the holders of a majority
of Shares, present in person or by proxy and entitled to vote at
such meeting. Awards may be granted prior to the receipt of such
vote, but such grants shall be null and void if such vote is not in
fact received.
1.2 Purpose of the Plan. The Plan is intended to increase
incentive and to encourage stock ownership on the part of key
employees of the Company and its Affiliates. The Plan also is
designed to align the interests of Participants with those of the
Company's shareholders, and to provide Participants with an
incentive for outstanding performance. The Plan is further
intended to provide flexibility to the Company in its ability to
motivate, attract, and retain the services of outstanding
individuals, upon whose judgment, interest, and special effort the
success of the Company largely is dependent.
SECTION 2
DEFINITIONS
The following words and phrases shall have the following
meanings unless a different meaning is plainly required by the
context:
2.1 "1934 Act" means the Securities Exchange Act of 1934, as
amended. Reference to a specific section of the Exchange Act or
regulation thereunder shall include such section or regulation, any
valid regulation promulgated under such section, and any comparable
provision of any future legislation or regulation amending,
supplementing or superseding such section or regulation.
2.2 "Affiliate" means any corporation or any other entity
(including, but not limited to, partnerships and joint ventures)
controlling, controlled by, or under common control with the
Company.
2.3 "Award" means, individually or collectively, a grant
under the Plan of Nonqualified Stock Options, Incentive Stock
Options or Performance Shares.
2.4 "Award Agreement" means the written agreement setting
forth the terms and provisions applicable to each Award granted
under the Plan.
2.5 "Board" or "Board of Directors" means the Board of
Directors of the Company.
2.6 "Code" means the Internal Revenue Code of 1986, as
amended. Reference to a specific section of the Code or regulation
thereunder shall include such section or regulation, any valid
regulation promulgated under such section, and any comparable
provision of any future legislation or regulation amending,
supplementing or superseding such section or regulation.
2.7 "Committee" means the committee appointed by the Board
(pursuant to Section 3.1) to administer the Plan.
2.8 "Company" means Informix Corporation, a Delaware
corporation, or any successor thereto.
2.9 "Director" means any individual who is a member of the
Board of Directors of the Company.
2.10 "Disability" means a permanent and total disability
within the meaning of Code Section 22(e)(3).
2.11 "Employee" means any employee of the Company or of an
Affiliate, whether such employee is so employed at the time the
Plan is adopted or becomes so employed subsequent to the adoption
of the Plan.
2.12 "Fair Market Value" means the last quoted selling prices
for Shares on the relevant date, or if there were no sales on such
date, the arithmetic mean of the last quoted selling prices on the
nearest day before and the nearest day after the relevant date, as
determined by the Committee.
2.13 "Incentive Stock Option" means an option to purchase
Shares, which is designated as an Incentive Stock Option and is
intended to meet the requirements of Section 422 of the Code.
2.14 "Nonqualified Stock Option" means an option to purchase
Shares which is not intended to be an Incentive Stock Option.
2.15 "Option" means an Incentive Stock Option or a
Nonqualified Stock Option.
2.16 "Option Price" means the price at which a Share may be
purchased by a Participant pursuant to an Option.
2.17 "Participant" means an Employee who has an outstanding
Award.
2.18 "Performance Shares" means an Award granted to a
Participant pursuant to Section 6.
2.19 "Period of Restriction" means the period during which
the transfer of Shares of Performance Shares are subject to
restrictions and therefore, the Shares are subject to a substantial
risk of forfeiture. As provided in Section 6, such restrictions
may be based on the passage of time, the achievement of performance
goals, or upon the occurrence of other events as determined by the
Committee, in its discretion.
2.20 "Plan" means the Informix Corporation 1994 Stock Option
and Award Plan, as set forth in this instrument and as hereafter
amended from time to time.
2.21 "Retirement" means a Termination of Employment at or
after the time specified in any Company-sponsored pension plan
applicable to the Participant, or in any government-mandated
retirement program applicable to the Participant, as determined by
the Committee.
2.22 "Rule 16b-3" means Rule 16b-3 promulgated under the 1934
Act, and any future regulation amending, supplementing or
superseding such regulation.
2.23 "Section 16 Person" means an individual who is subject
to Section 16 of the 1934 Act with respect to the Shares.
2.24 "Shares" means the shares of common stock, $0.01 par
value, of the Company.
2.25 "Subsidiary" means any corporation in an unbroken chain
of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain
then owns stock possessing fifty percent or more of the total
combined voting power of all classes of stock in one of the other
corporations in such chain.
2.26 "Termination of Employment" means a cessation of the
employee-employer relationship between an employee and the Company
or an Affiliate for any reason, including, but not by way of
limitation, a termination by resignation, discharge, death,
Disability, Retirement, or the disaffiliation of an Affiliate, but
excluding any such termination where there is a simultaneous
reemployment by the Company or an Affiliate.
SECTION 3
ADMINISTRATION
3.1 The Committee. The Plan shall be administered by the
Committee. The Committee shall consist of not less than two (2)
Directors. The members of the Committee shall be appointed from
time to time by, and shall serve at the pleasure of, the Board of
Directors. The Committee shall be comprised solely of Directors
who both are (a) "disinterested persons" under Rule 16b-3, and (b)
"outside directors" under section 162(m) of the Code.
3.2 Authority of the Committee. It shall be the duty of the
Committee to administer the Plan in accordance with its provisions.
The Committee shall have all powers and discretion necessary or
appropriate to administer the Plan and to control its operation,
including, but not limited to, the power (a) to determine which
Employees shall be granted Awards, (b) to prescribe the terms and
conditions of the Awards, (c) to interpret the Plan and the Awards,
(d) to adopt such procedures and subplans as are necessary or
appropriate to permit participation in the Plan by Employees who
are foreign nationals and/or employed outside of the United States,
(e) to adopt rules for the administration, interpretation and
application of the Plan as are consistent therewith, and (f) to
interpret, amend or revoke any such rules.
The Committee, in its sole discretion and on such terms and
conditions as it may provide, may delegate all or any part of its
authority and powers under the Plan to one or more directors and/or
officers of the Company; provided, however, that the Committee may
not delegate its authority and powers (a) with respect to Section
16 Persons, or (b) in any way which would jeopardize the Plan's
qualification under Rule 16b-3 or section 162(m) of the Code.
3.3 Decisions Binding. All determinations and decisions
made by the Committee pursuant to the provisions of the Plan shall
be final, conclusive, and binding on all persons, and shall be
given the maximum deference permitted by law.
SECTION 4
SHARES SUBJECT TO THE PLAN
4.1 Number of Shares. Subject to adjustment as provided
in Section 4.3, the total number of Shares available for grant under the
Plan may not exceed 16,000,000. This includes 8,000,000 Shares added
to the Plan by amendment effective May 22, 1997 (the "Additional
Shares"). Such Shares may be either authorized but unissued Shares
or Treasury Shares. Options which cover any portion of the Additional
Shares may not be repriced without approval by the Company's
stockholders. Repricing includes the reduction of the exercise price
of an outstanding Option or the grant of a new Option in exchange
for or in substitution of an outstanding Option (amended as of
May 22, 1997).
While an Award is outstanding, it shall be counted against the
authorized pool of Shares, regardless of its vested status. The
grant of an Award shall reduce the Shares available for grant under
the Plan by the number of Shares subject to such Award.
4.2 Lapsed Awards. If an Award is canceled, terminates,
expires, or lapses for any reason, any Shares subject to such Award
again shall be available to be the subject of an Award. However,
in the event that prior to the Award's cancellation, termination,
expiration, or lapse, the holder of the Award at any time received
one or more "benefits of ownership" under Rule 16b-3, the Shares
subject to such Award shall not be subject to another Award. If an
Award of Performance Shares is paid partially or wholly in cash,
the Shares subject to such Award shall, to the extent that the
Award was paid in cash, again be available for grant as an Award.
The number of Shares again made available under the Plan shall be
determined by dividing the amount of the cash payment by the Fair
Market Value of a Share on the date of the payment.
4.3 Adjustments in Authorized Shares. In the event of any
merger, reorganization, consolidation, recapitalization,
separation, liquidation, stock dividend, split-up, Share
combination, or other change in the corporate structure of the
Company affecting the Shares, such adjustment shall be made in the
number and class of Shares which may be delivered under the Plan,
and in the number and class of and/or price of Shares subject to
outstanding Options, and Performance Shares granted under the Plan,
as the Committee, in its sole discretion, shall determine to be
appropriate to prevent the dilution or diminishment of Awards.
Notwithstanding the preceding sentence, the number of Shares
subject to any Award always shall be a whole number.
SECTION 5
STOCK OPTIONS
5.1 Grant of Options. Subject to the terms and provisions
of the Plan, Options may be granted to Employees at any time and
from time to time as determined by the Committee in its sole
discretion. The Committee, in its sole discretion, shall determine
the number of Shares subject to each Option, provided that during
any fiscal year of the Company, no Participant shall receive
Options covering more than 250,000 Shares. Notwithstanding any
contrary provision of the preceding sentence, an individual may, in
the Committee's discretion, receive Options covering up to 500,000
Shares during any fiscal year of the Company in which the
individual (a) first becomes an Employee, and/or (b) is promoted
from a position as a non-executive officer Employee to a position
as an executive officer Employee. The Committee may grant
Incentive Stock Options, Nonqualified Stock Options, or a
combination thereof.
5.2 Award Agreement. Each Option shall be evidenced by an
Award Agreement that shall specify the Option Price, the expiration
date of the Option, the number of Shares to which the Option
pertains, any conditions to exercise of the Option, and such other
terms and conditions as the Committee, in its discretion, shall
determine. The Award Agreement also shall specify whether the
Option is intended to be an Incentive Stock Option or a
Nonqualified Stock Option.
5.3 Option Price. Subject to the provisions of this
Section 5.3, the Option Price for each Option shall be determined
by the Committee in its sole discretion.
5.3.1 Nonqualified Stock Options. In the case of a
Nonqualified Stock Option, the Option Price shall be not less than
one hundred percent (100%) of the Fair Market Value of a Share on
the date that the Option is granted.
5.3.2 Incentive Stock Options. In the case of an
Incentive Stock Option, the Option Price shall be not less than one
hundred percent (100%) of the Fair Market Value of a Share on the
date that the Option is granted; provided, however, that if at the
time that the Option is granted, the Employee (together with
persons whose stock ownership is attributed to the Employee
pursuant to Section 424(d) of the Code) owns stock possessing more
than 10% of the total combined voting power of all classes of stock
of the Company or any of its Subsidiaries, the Option Price shall
be not less than one hundred and ten percent (110%) of the Fair
Market Value of a Share on the date that the Option is granted.
5.3.3 Substitute Options. Notwithstanding the
provisions of Sections 5.3.1 and 5.3.2, in the event that the
Company or an Affiliate consummates a transaction described in
Section 424(a) of the Code (e.g., the acquisition of property or
stock from an unrelated corporation), persons who become Employees
on account of such transaction may be granted Options in
substitution for options granted by their former employer. If such
substitute Options are granted, the Committee, in its sole
discretion and only to the extent consistent with Section 424(a) of
the Code, may determine that such substitute Options shall have an
exercise price less than 100% of the Fair Market Value of the
Shares on the date the Option is granted.
5.4 Expiration of Options. Each Option shall terminate upon
the first to occur of the events listed in Section 5.4.1, subject
to Section 5.4.2.
5.4.1 Expiration Dates.
(a) The date for termination of the Option determined
by the Committee in its sole discretion and set forth in the written
stock option agreement, which date may be earlier than the dates set
forth in clauses (b) through (f), below;
(b) The expiration of ten years from the date the
Option was granted, subject to the provisions of clause (f), below; or
(c) The expiration of one year from the date of the
Optionee's Termination of Employment for a reason other than the
Optionee's death, Disability or Retirement, subject to the provisions of
clause (f) below; or
(d) The expiration of one year from the date of the
Optionee's Termination of Employment by reason of Disability; subject to
the provisions of clause (f)
below; or
(e) The expiration of one year from the date of the
Optionee's Retirement; provided that no Incentive Stock Option may be
exercised after the expiration of three months from the date of the
Optionee's Retirement, subject in each case to the provisions
of clause (f) below; or
(f) The expiration of one year from the date of the
Optionee's death, if such death occurs while the Optionee is in the
employ of the Company or an Affiliate or within the one-year periods
referred to in (c), (d) or (e) above, whichever is applicable.
5.4.2 Committee Discretion. Subject to the provisions
of this Section 5.4, the Committee shall provide, in the terms of
each individual Option, when such Option expires and becomes
unexercisable. After the Option is granted, the Committee, in its
sole discretion and subject to Section 5.8.4 and this Section 5.4,
may extend the maximum term of such Option.
5.5 Exercise of Options. Options granted under the Plan
shall be exercisable at such times and be subject to such
restrictions and conditions (including, without limitation,
conditions based upon the passage of time and/or the achievement of
specific performance goals) as the Committee shall determine in its
sole discretion. However, subject to the following sentence, an
Option generally shall not be exercisable until at least one (1)
year following the date of its grant. After an Option is granted
and notwithstanding the preceding sentence, the Committee, in its
sole discretion, may accelerate the exercisability of any Option,
provided that no Option granted to a Section 16 Person shall be
exercisable until at least six (6) months after the date of its
grant. Notwithstanding anything herein to the contrary, in the
event of a Participant's death or Disability, the vesting date for
all Options which are unexercisable on the date of the
Participant's death or Disability but which would otherwise become
exercisable within one year of such date will automatically
accelerate to the date of the Participant's death or Disability.
5.6 Payment. Options shall be exercised by the
Participant's delivery of a written notice of exercise to the
Secretary of the Company, setting forth the number of Shares with
respect to which the Option is to be exercised, accompanied by full
payment for the Shares.
The Option Price upon exercise of any Option shall be payable
to the Company in full in cash or its equivalent. The Committee,
in its sole discretion, also may permit exercise (a) by tendering
previously acquired Shares having an aggregate Fair Market Value at
the time of exercise equal to the total Option Price (provided that
the Shares which are tendered must have been held by the
Participant for at least six (6) months prior to their tender to
satisfy the Option Price), or (b) by any other means which the
Committee, in its sole discretion, determines to both provide legal
consideration for the Shares, and to be consistent with the
purposes of the Plan.
As soon as practicable after receipt of a written notification
of exercise and full payment for the Shares purchased, the Company
shall deliver to the Participant Share certificates (in the
Participant's name) representing such Shares.
5.7 Restrictions on Share Transferability. The Committee
may impose such restrictions on any Shares acquired pursuant to the
exercise of an Option, as it may deem advisable, including, but not
limited to, restrictions related to applicable Federal securities
laws, the requirements of any national securities exchange or
system upon which Shares are then listed and/or traded, and/or
under any blue sky or state securities laws.
5.8 Certain Additional Provisions for Incentive Stock
Options.
5.8.1 Exercisability. The aggregate Fair Market Value
(determined at the time the Option is granted) of the Shares with
respect to which Incentive Stock Options are exercisable for the
first time by any Employee during any calendar year (under all
plans of the Company and its Subsidiaries) shall not exceed
$100,000.
5.8.2 Termination of Employment. No Incentive Stock
Option may be exercised more than three months after the
Participant's termination of employment for any reason other than
Disability or death, unless (a) the Participant dies during such
three-month period, and (b) the Award Agreement and/or the
Committee permits later exercise. No Incentive Stock Option may be
exercised more than one year after the Participant's termination of
employment on account of Disability, unless (a) the Participant
dies during such one-year period, and (b) the Award Agreement
and/or the Committee permit later exercise.
5.8.3 Company and Subsidiaries Only. Incentive Stock
Options may be granted only to persons who are employees of the
Company and/or a Subsidiary at the time of grant.
5.8.4 Expiration. No Incentive Stock Option may be
exercised after the expiration of 10 years from the date such
Option was granted; provided, however, that if the Option is
granted to an Employee who, together with persons whose stock
ownership is attributed to the Employee pursuant to Section 424(d)
of the Code, owns stock possessing more than 10% of the total
combined voting power of all classes of the stock of the Company or
any of its Subsidiaries, the Option may not be exercised after the
expiration of 5 years from the date on which it was granted.
5.9 Nontransferability of Options. No Option granted under
the Plan may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will, the laws of descent
and distribution, or as provided under Section 10. All Options
granted to a Participant under the Plan shall be exercisable during
his or her lifetime only by such Participant.
SECTION 6
PERFORMANCE SHARES
6.1 Grant of Performance Shares. Performance Shares
may be granted to eligible Employees at any time and from time to time,
as shall be determined by the Committee, in its sole discretion. The
Committee, in its sole discretion, shall determine the number of
Performance Shares granted to each Participant, provided that during
any fiscal year of the Company, no Participant shall receive more than
100,000 Performance Shares. Additionally, the number of Additional
Shares which may be used for the award of Performance Shares shall
not exceed 800,000 (amended as of May 22, 1997).
6.1 Grant of Performance Shares. Performance Shares may be
granted to eligible Employees at any time and from time to time, as
shall be determined by the Committee, in its sole discretion. The
Committee, in its sole discretion, shall determine the number of
Performance Shares granted to each Participant, provided that
during any fiscal year of the Company, no Participant shall receive
more than 100,000 Performance Shares.
6.2 Determination of Value of Performance Shares. Each
Performance Share shall have an initial value equal to the Fair
Market Value of a Share on the date of grant.
6.2.1 General Performance Goals. The Committee shall
set performance goals in its discretion which, depending on the
extent to which they are met, will determine the number and/or
value of Performance Shares that will be paid out to the
Participants. The time period during which the performance goals
must be met shall be called the "Performance Period". Performance
Periods of Awards granted to Section 16 Persons shall, in all
cases, exceed six (6) months in length.
6.2.2 Section 162(m) Performance Goals. For purposes
of qualifying Performance Shares as "performance based
compensation" under section 162(m) of the Code, the Committee, in
its discretion, may determine that the performance goals applicable
to any Performance Shares shall be based on the achievement of
goals relating to (a) Company revenue, (b) return on stockholders'
equity, and/or (c) earnings per Share (collectively, the
"Performance Measures"). The target goal or goals for each
Performance Measure shall be set by the Committee prior to the
later of (a) the beginning of the applicable Performance Period, or
(b) the latest date permissible to enable the Performance Shares to
qualify as "performance based compensation" under section 162(m) of
the Code. In granting Performance Shares which are intended to
qualify under Code section 162(m), the Committee shall follow any
procedures determined by it from time to time to be necessary or
appropriate to ensure qualification of the Performance Shares under
Code section 162(m) (e.g., in determining the goals applicable to
each Performance Measure).
6.3 Earning of Performance Shares. After the applicable
Performance Period has ended, the holder of Performance Shares
shall be entitled to receive a payout of the number of Performance
Shares earned by the Participant over the Performance Period, to be
determined as a function of the extent to which the corresponding
performance goals have been achieved. After the grant of a
Performance Share, the Committee, in its sole discretion, may
adjust and/or waive the achievement of any performance goals for
such Performance Share; provided, however, that (a) Performance
Periods of Awards granted to Section 16 Persons shall not be less
than six (6) months, and (b) the Committee shall not make any such
adjustments or waivers with respect to the Awards described in
Section 6.2.2, if such action would cause such Awards not to
qualify as "performance based compensation" under section 162(m) of
the Code.
6.4 Form and Timing of Payment of Performance Shares.
Payment of earned Performance Shares shall be made as soon as
practicable after the expiration of the applicable Performance
Period. The Committee, in its sole discretion, may pay earned
Performance Shares in the form of cash, in Shares (which have an
aggregate Fair Market Value equal to the value of the earned
Performance Shares at the close of the applicable Performance
Period) or in a combination thereof.
6.5 Cancellation of Performance Shares. Subject to the
applicable Award Agreement, upon the earlier of (a) the
Participant's Termination of Employment, or (b) the date set forth
in the Award Agreement, all remaining Performance Shares shall be
forfeited by the Participant to the Company, and subject to Section
4.2, the Shares subject thereto shall again be available for grant
under the Plan.
6.6 Nontransferability. Performance Shares may not be sold,
transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will, the laws of descent and
distribution, or as permitted under Section 7. A Participant's
rights under the Plan shall be exercisable during the Participant's
lifetime only by the Participant or the Participant's legal
representative.
SECTION 7
BENEFICIARY DESIGNATION
If permitted by the Committee, a Participant under the Plan
may name a beneficiary or beneficiaries to any unvested unpaid
Award shall be paid in the event of the Participant's death. Each
such designation shall revoke all prior designations by the same
Participant and shall be effective only if given in a form and
manner acceptable to the Committee. In the absence of any such
designation, benefits remaining unpaid at the Participant's death
shall be paid to the Participant's estate and, subject to the terms
of the Plan, any unexercised vested Award may be exercised by the
administrator or executor of the Participant's estate.
SECTION 8
MISCELLANEOUS
8.1 Deferrals. The Committee, in its sole discretion, may
permit a Participant to defer receipt of the payment of cash or the
delivery of Shares that would otherwise be due to such Participant
under an Award. Any such deferral elections shall be subject to
such rules and procedures as shall be determined by the Committee
in its sole discretion.
8.2 No Effect on Employment. Nothing in the Plan shall
interfere with or limit in any way the right of the Company to
terminate any Participant's employment or service at any time, with
or without cause. For purposes of the Plan, transfer of employment
of a Participant between the Company and any one of its Affiliates
(or between Affiliates) shall not be deemed a termination of
employment.
8.3 Participation. No Employee shall have the right to be
selected to receive an Award under this Plan, or, having been so
selected, to be selected to receive a future Award.
8.4 Indemnification. Each person who is or shall have been a
member of the Committee, or of the Board, shall be indemnified and
held harmless by the Company against and from any loss, cost,
liability, or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any
claim, notion, suit, or proceeding to which he or she may be a
party or in which he or she may be involved by reason of any action
taken or failure to act under the Plan or any Award Agreement and
against and from any and all amounts paid by him or her in
settlement thereof, with the Company's approval, or paid by him or
her in settlement thereof, with the Company's approval, or paid by
him or her in satisfaction of any judgment in any such action,
suit, or proceeding against him or her, provided he or she shall
give the Company an opportunity, at its own expense, to handle and
defend the same before he or she undertakes to handle and defend it
on his or her own behalf. The foregoing right of indemnification
shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company's Articles of
Incorporation or Bylaws, as a matter of law, or otherwise, or any
power that the Company may have to indemnify them or hold them
harmless.
8.5 Successors. All obligations of the Company under the
Plan, with respect to Awards granted hereunder, shall be binding on
any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger,
consolidation, or otherwise, of all or substantially all of the
business and/or assets of the Company.
SECTION 9
AMENDMENT, SUSPENSION, OR TERMINATION
9.1 Amendment, Suspension, or Termination. The Board, in
its sole discretion, may alter, amend or terminate the Plan, or any
part thereof, at any time and for any reason. However, only if and
to the extent required to maintain the Plan's qualification under
Rule 16b-3 or section 162(m) of the Code, any such amendment shall
be subject to stockholder approval. Neither the amendment,
suspension, nor termination of the Plan shall, without the consent
of the Participant, alter or impair any rights or obligations under
any Award theretofore granted. No Award may be granted during any
period of suspension nor after termination of the Plan.
9.2 Duration of the Plan. The Plan shall commence on the
date specified herein, and subject to Section 9.1 (regarding the
Board's right to amend or terminate the Plan), shall remain in
effect thereafter. However, without further stockholder approval,
no Incentive Stock Option may be granted under the Plan after March
22, 2004.
SECTION 10
TAX WITHHOLDING
10.1 Withholding Requirements. Prior to the delivery of any
Shares or cash pursuant to an Award, the Company shall have the
power and the right to deduct or withhold, or require a Participant
to remit to the Company, an amount sufficient to satisfy Federal,
state, and local taxes (including the Participant's FICA
obligation) required to be withheld with respect to such Award.
10.2 Shares Withholding. The Committee, in its sole
discretion and pursuant to such procedures as it may specify from
time to time, may permit a Participant to satisfy such tax
withholding obligation, in whole or in part, by electing to have
the Company withhold Shares having a value equal to the amount
required to be withheld or by delivering to the Company already-
owned shares to satisfy the withholding requirement. The amount of
the withholding requirement shall be deemed to include any amount
which the Committee agrees may be withheld at the time the election
is made, not to exceed the amount determined by using the maximum
federal, state or local marginal income tax rates applicable to the
Participant with respect to the Award on the date that the amount
of tax to be withheld is to be determined. The value of the Shares
to be withheld or delivered will be based on their Fair Market
Value on the date that the taxes are required to be withheld.
SECTION 11
LEGAL CONSTRUCTION
11.1 Gender and Number. Except where otherwise indicated by
the context, any masculine term used herein also shall include the
feminine; the plural shall include the singular and the singular
shall include the plural.
11.2 Severability. In the event any provision of the Plan
shall be held illegal or invalid for any reason, the illegality or
invalidity shall not affect the remaining parts of the Plan, and
the Plan shall be construed and enforced as if the illegal or
invalid provision had not been included.
11.3 Requirements of Law. The granting of Awards and the
issuance of Shares under the Plan shall be subject to all
applicable laws, rules, and regulations, and to such approvals by
any governmental agencies or national securities exchanges as may
be required.
11.4 Securities Law Compliance. With respect to Section 16
Persons, transactions under this Plan are intended to comply with
all applicable conditions of Rule 16b-3. To the extent any
provision of the Plan, Award Agreement or action by the Committee
fails to so comply, it shall be deemed null and void, to the extent
permitted by law and deemed advisable by the Committee.
11.5 Governing Law. The Plan and all Award Agreements shall
be construed in accordance with and governed by the laws of the
State of California.
11.6 Captions. Captions are provided herein for convenience
only, and shall not serve as a basis for interpretation or
construction of the Plan.
EXECUTION
IN WITNESS WHEREOF, Informix Corporation, by its duly
authorized officer, has executed the Plan on the date indicated
below.
INFORMIX CORPORATION
By: /s/ Phillip E. White
Name: Phillip E White
Title: Chairman of the Board,
President and Chief
Executive Officer
Dated: May 22, 1997
Approved by the stockholders:
April 14, 1995
May 22, 1997 (amendment)
EXHIBIT 4.2
INFORMIX CORPORATION
NONQUALIFIED STOCK OPTION AGREEMENT
1. Grant of Option. Informix Corporation (the "Company")
hereby grants to ____________ (the "Employee") under the Informix
Corporation 1994 Stock Option and Award Plan (the "Plan"), as a
separate incentive in connection with his or her employment and not
in lieu of any salary or other compensation for his or her
services, a nonqualified stock option to purchase, on the terms and
conditions set forth in this Agreement and the Plan, all or any
part of an aggregate of __________ shares of authorized shares of
common stock, $0.01 par value, of the Company ("Common Stock"), at
the purchase price set forth in paragraph 2 of this Agreement. The
option granted hereby is not intended to be an Incentive Stock
Option within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended.
2. Exercise Price. The purchase price per share (the
"Option Price") shall be $__________, which is the fair market
value per share of the Common Stock on ___________, the effective
date of this Agreement. The Option Price shall be payable in the
legal tender of the United States or its equivalent.
3. Number of Shares. The number and class of shares
specified in paragraph 1 above, and/or the Option Price, are
subject to appropriate adjustment in the event of changes in the
capital stock of the Company by reason of stock dividends, split-
ups or combinations of shares, reclassifications, mergers,
consolidations, reorganizations or liquidations. Subject to any
required action of the stockholders of the Company, if the Company
shall be the surviving corporation in any merger or consolidation,
the option granted hereunder (to the extent that it is still
outstanding) shall pertain to and apply to the securities to which
a holder of the same number of shares of Common Stock that are then
subject to the option would have been entitled. To the extent that
the foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Committee, whose
determination in that respect shall be final, binding and
conclusive.
4. Commencement of Exercisability. Except as otherwise
provided in this Agreement, the right to exercise the option
awarded by this Agreement shall accrue as to 25% of the shares
subject to such option on the first anniversary of the date of this
Agreement, and as to an additional 25% on each succeeding
anniversary date, until the right to exercise this option shall
have accrued with respect to 100% of the shares subject to such
option. Notwithstanding any contrary provision of the preceding
sentence, if the Employee incurs a Termination of Employment on
account of Death or Disability prior to the time when this option
is fully exercisable, the right to exercise the option awarded by
this Agreement shall, on the date of death or Disability, accrue as
to an additional 25% of the shares subject to this option (in
addition to the shares (if any) which have become exercisable
pursuant to the preceding sentence).
5. Termination of Option. In the event of the Employee's
Termination of Employment by the Company or an Affiliate for cause,
the Employee may, prior to such Termination of Employment, or
within ten (10) years from the date of this Agreement, whichever
shall first occur, exercise the option to the extent the right to
exercise the option had accrued as of the date of such Termination.
Except as provided in the preceding sentence, in the event of the
Employee's Termination of Employment for a reason other than death,
the Employee may, within three (3) months after the date of such
Termination or within ten (10) years from the date of this
Agreement, whichever shall first occur, exercise the option to the
extent the right to exercise the option had accrued as of the date
of such Termination. In the event the Employee shall die within
such three (3) month period, or shall die while in the employ of
the Company or an Affiliate, the option may be exercised by the
Employee's transferee, as hereinafter provided, to the same extent
the right to exercise the option had accrued as of the date of
death, for a period of one (1) year after the date of the
Employee's death.
6. Persons Eligible to Exercise. The option shall be
exercisable during the Employee's lifetime only by the Employee.
The option shall be non-transferable by the Employee other than by
a beneficiary designation made in a form and manner acceptable to
the Committee (in its sole discretion), or by will or the
applicable laws of descent and distribution.
7. After the Death of Employee. To the extent exercisable
after the Employee's death, the option shall be exercised only by
the Employee's designated beneficiary or beneficiaries, or if no
beneficiary survives the Employee, by the person or persons
entitled to the option under the Employee's will, or if the
Employee shall fail to make testamentary disposition of the option,
his or her legal representative. Any transferee exercising the
option must furnish the Company (a) written notice of his or her
status as transferee, (b) evidence satisfactory to the Company to
establish the validity of the transfer of the option and compliance
with any laws or regulations pertaining to said transfer, and
(c) written acceptance of the terms and conditions of the option as
prescribed in this Agreement.
8. Exercise of Option. The option may be exercised by the
person then entitled to do so as to any shares which may then be
purchased (a) by giving written notice of exercise to the Company,
specifying the number of full shares to be purchased and
accompanied by full payment of the purchase price thereof (and the
amount of any income tax the Company is required by law to withhold
by reason of such exercise), and (b) by giving satisfactory
assurances in writing if requested by the Company, signed by the
person exercising the option, that the shares to be purchased upon
such exercise are being purchased for investment and not with a
view to the distribution thereof.
9. Suspension of Exercisability. If at any time the Company
shall determine, in its discretion, that the listing, registration
or qualification of the shares covered by the option upon any
securities exchange or under any state or federal law, or the
consent or approval of any governmental regulatory authority, is
necessary or desirable as a condition of the purchase of shares
hereunder, the option may not be exercised, in whole or in part,
unless and until such listing, registration, qualification, consent
or approval shall have been effected or obtained free of any
conditions not acceptable to the Company. The Company shall make
reasonable efforts to meet the requirements of any such state or
federal law or securities exchange and to obtain any such consent
or approval of any such governmental authority.
10. No Rights of Stockholder. Neither the Employee nor any
person claiming under or through said Employee shall be or have any
of the rights or privileges of a stockholder of the Company in
respect of any of the shares issuable upon the exercise of the
option, unless and until certificates representing such shares
shall have been issued, recorded on the records of the Company or
its transfer agents or registrars, and delivered to Employee.
11. Option has No Effect on Employment. The terms of
Employee's employment shall be determined from time to time by the
Company, or the Affiliate employing the Employee, as the case may
be, and the Company, or the Affiliate employing the Employee, as
the case may be, shall have the right, which is hereby expressly
reserved, to terminate or change the terms of the employment of the
Employee at any time for any reason whatsoever, with or without
good cause.
12. Addresses for Notices. Any notice to be given to the
Company under the terms of this Agreement shall be addressed to the
Company, in care of its Treasury Operations Manager, 4100 Bohannon
Drive, Menlo Park, CA 94025, or at such other address as the
Company may hereafter designate in writing. Any notice to be given
to the Employee shall be addressed to the Employee at the address
set forth beneath the Employee's signature hereto, or at such other
address as the Employee may hereafter designate in writing. Any
such notice shall be deemed to have been duly given if and when
enclosed in a properly sealed envelope, addressed as aforesaid,
registered or certified and deposited, postage and registry fee
prepaid, in a United States post office.
13. Non-Transferability of Option. Except as otherwise
herein provided, the option herein granted and the rights and
privileges conferred hereby shall not be transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or
otherwise) and shall not be subject to sale under execution,
attachment or similar process. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of said option, or
of any right or privilege conferred hereby, contrary to the
provisions hereof, or upon any attempted sale under any execution,
attachment or similar process upon the rights and privileges
conferred hereby, said option and the rights and privileges
conferred hereby shall immediately become null and void.
14. Maximum Term of Option. Notwithstanding any other
provision of this Agreement, this option is not exercisable after
the expiration of eleven (11) years from the date of this
Agreement.
15. Binding Agreement. Subject to the limitation on the
transferability of the option contained herein, this Agreement
shall be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the
parties hereto.
16. Plan Governs. This Agreement is subject to all terms
and provisions of the Plan. In the event of a conflict between one
or more provisions of this Agreement and one or more provisions of
the Plan, the provisions of the Plan shall govern. Terms used in
this Agreement that are not defined in this Agreement shall have
the meaning set forth in the Plan.
17. Committee Authority. The Committee shall have all
powers and discretion necessary or appropriate to interpret the
Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are
consistent therewith and to interpret or revoke any such rules.
All actions taken and all interpretations and determinations made
by the Committee in good faith shall be final and binding upon
Employee, the Company and all other interested persons. No member
of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to
the Plan or this Agreement.
18. Determination of Disability. The Committee (or its
delegate), in making the determination as to whether the Employee
has incurred a Disability, may require the Employee to be examined
(and later reexamined) by a physician or physicians selected by the
Committee (or its delegate). Failure by the Employee to comply
with such examination or reexamination shall result in a
determination that the Employee has not incurred a Disability.
19. Captions. Captions provided herein are for convenience
only and are not to serve as a basis for interpretation or
construction of this Agreement.
20. Agreement Severable. In the event that any provision in
this Agreement shall be held invalid or unenforceable, such
provision shall be severable from, and such invalidity or
unenforceability shall not be construed to have any effect on, the
remaining provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement,
in duplicate, effective as of the day and year specified in paragraph 2
of this Agreement.
INFORMIX CORPORATION
By______________________________
Employee Signature
____________________________
____________________________
____________________________
Address
____________________________
Social Security Number
EXHIBIT 5
July 16, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Informix Corporation
1994 Stock Option and Award Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
As legal counsel for Informix Corporation, a Delaware corporation
(the "Company"), I am rendering this opinion in connection with the
registration under the Securities Act of 1933, as amended, of up to
8,000,000 shares of the Company's common stock, $0.01 par value
("Common Stock"), which may be issued pursuant to the Company's
1994 Stock Option and Award Plan. These shares were added to the
Plan by an amendment effective May 22, 1997.
I have examined all instruments, documents and records which I
deemed relevant and necessary for the basis of my opinion
hereinafter expressed. In such examination, I have assumed the
genuineness of all signatures and the authenticity of all documents
submitted to me as originals and the conformity to the originals of
all documents submitted to me as copies.
Based on such examination, I am of the opinion that the 8,000,000
shares of Common Stock are duly authorized shares of the Company's
Common Stock, and, when issued against payment of the purchase
price therefor, will be validly issued, fully paid and non-
assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and the use of my name
wherever it appears in said registration Statement, including the
prospectus constituting a part thereof, as originally filed or
subsequently amended.
Respectfully submitted,
/s/ David H. Stanley
David H. Stanley
Vice President,
Legal and Corporate Services,
General Counsel and Secretary
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the 1994 Stock Option and Award
Plan of Informix Corporation of our report dated February 3, 1997,
with respect to the consolidated financial statements and schedule
of Informix Corporation included in its Annual Report (Form 10-K) for
the year ended December 31, 1996, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
San Jose, California
July 11, 1997
