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As filed with the Securities and Exchange Commission on August 19, 1998
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
INFORMIX CORPORATION
(Exact name of issuer as specified in its charter)
DELAWARE 94-3011736
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4100 Bohannon Drive
Menlo Park, CA 94025
(650) 926-6300
(Address of principal executive offices)
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1997 NON-STATUTORY STOCK OPTION PLAN
1998 NON-STATUTORY STOCK OPTION PLAN
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(Full title of the plans)
Gary Lloyd
Vice President, Legal, General Counsel
and Secretary
4100 Bohannon Drive
Menlo Park, CA 94025
(415) 926-6300
(Name, address and telephone number of agent for service)
Copy to:
Douglas H. Collom, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road
Palo Alto, California 94304
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered(1) Share Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value
Issued under 1997 Non-Statutory Stock Option Plan . . 500,000 shares $10.8125(1) $ 5,406,250.00 $ 1,594.84
Issued under 1998 Non-Statutory Stock Option Plan . . 5,500,00 shares $ 5.4380 $29,909,000.00 $ 8,823.16
TOTAL 6,000,000 shares $35,315,250.00 $10,418.00
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(1) Computed in accordance with Rule 457(h) under the Securities Act of 1933
(the"Securities Act"). Such computation is based on the exercise price of
$10.8125 per share covering 500,000 shares issued under the Informix
Corporation's (the "Company") 1997 Non-Statutory Stock Option Plan.
(2) Computed in accordance with Rule 457(h) and 457(c) under the Securities
Act. Such computation is based on the estimated exercise price of $5.4380 per
share covering 5,500,000 authorized but unissued shares under the Company's
1997 Non-Statutory Stock Option Plan. The estimated exercise price of
$5.4380 per share was computed in accordance with Rule 457 by averaging the
high and low prices of a share of the Common Stock of the Company as reported
in the Nasdaq National Market on August 18, 1998.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Informix Corporation (the "Company") hereby incorporates by
reference in this registration statement the following documents:
(1) The Company's Annual Report on Form 10-K, as amended, for the
fiscal year ended December 31, 1997.
(2) The Company's Current Report on Form 8-K for change in
Registrants Certifying Accountants, as amended, filed pursuant to Section 13
of the Exchange Act on May 20, 1998.
(3) The Company's Quarterly Report on Form 10-Q, as amended, for
the quarter ending March 31, 1998.
(4) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998.
(5) The Company's Registration Statement 8-A/Amendment No. 3 which
amends and supplements the Registration Statement on Form 8-A of the
Registrant, filed with the Securities and Exchange Commission on
September 18, 1981, and as subsequently amended September 18, 1991, May 27, 1992
and August 11, 1995.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to this registration statement which indicates
that all securities offered hereby have been sold or which deregisters all
securities remaining unsold, shall 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
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Delaware law, the Company's Certificate of
Incorporation, its Bylaws and the indemnification agreements between the
Company and each of its current and former officers and directors, the
Company is obligated to indemnify its current and former officers and
directors for certain liabilities arising from their employment with or
service to the Company. These indemnification obligations require the
Company to indemnify its current and former officers and directors for any
suit or other proceeding, threatened or actual, whether civil, criminal,
administrative, investigative, appellate or any other type of proceeding,
that arises as a result of any act or omission in the indemnitee's capacity
as an officer or director of the Company to the fullest extent permitted
under Delaware or any other applicable law. The indemnification extends to
any and all expenses (including but not limited to attorneys' fees and costs,
and any other out-of-pocket expense) and/or
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liabilities of any type (including but not limited to judgments, fines,
excise taxes or penalties under the Employee Retirement Income Security Act
("ERISA"), and amounts paid in settlement) reasonably incurred in connection
with the investigation, defense, settlement or appeal of such proceedings.
The obligation to provide indemnification does not apply if the indemnitee is
adjudicated to be liable for fraudulent or criminal conduct.
The Company has purchased directors' and officers' liability insurance
to reimburse it for the costs incurred in connection with its indemnification
obligations described above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
10.50 (2) 1997 Non-Statutory Stock Option Plan and form of Stock
Option Agreement thereunder
10.51 (3) 1998 Non-Statutory Stock Option Plan and form of Stock
Option Agreement thereunder
5.1 (1) Opinion of counsel as to legality of securities being
registered
23.1 (1) Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
(1) Filed herewith
(2) Incorporated by reference to exhibits, bearing the same number, filed with
the Registrant's annual report on Form 10-K for fiscal year ended December
31, 1997 filed with the Commission on March 31, 1998.
(3) Incorporated by reference to exhibits filed with the Registrants
Registration Statement on Form S- 1 (File Number 333-43991)
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 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;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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(b) FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(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 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Menlo Park, State of California, on 18th day of August, 1998.
INFORMIX CORPORATION
By:/S/ ROBERT J. FINOCCHIO, JR.
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Robert J. Finocchio, Jr.
CHAIRMAN, PRESIDENT AND CHIEF
EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Robert J. Finocchio, Jr. and Jean-Yves
Dexmier and each one of them, acting individually and without the other, as his
attorney-in-fact, each with full power of substitution, for him in any and all
capacities, to sign any and all amendments to this Registration Statement
(including post-effective amendments), and to sign any registration statement
for the same offering covered by this Registration Statement that is to be
effective upon filing pursuant to the Rule 462(b) promulgated under the
Securities Act of 1933, and all post-effective amendments thereto, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or his substitute or substitutes may 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 dates indicated.
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Signature Title Date
<S> <C> <C>
/s/ ROBERT J. FINOCCHIO, JR. Chairman, President and Chief Executive Officer August 18, 1998
--------------------------------- (Principal Executive Officer) and Director
(Robert J. Finocchio, Jr.)
/s/ JEAN-YVES DEXMIER Executive Vice President and Chief Financial August 18, 1998
-------------------------------- Officer (Principal Financial and Accounting
(Jean-Yves Dexmier) Officer)
/s/ LESLIE G. DENEND Director August 18, 1998
--------------------------------
(Leslie G. Denend)
/s/ ALBERT F. KNORP, JR. Director August 18, 1998
--------------------------------
(Albert F. Knorp, Jr.)
/s/ JAMES L. KOCH Director August 18, 1998
--------------------------------
(James L. Koch)
/s/ THOMAS A. MCDONNELL Director August 18, 1998
--------------------------------
(Thomas A. McDonnell)
/s/ CYRIL J. YANSOUNI Director August 18, 1998
--------------------------------
(Cyril J. Yansouni)
/s/ GEORGE REYES Director August 18, 1998
--------------------------------
(George Reyes)
</TABLE>
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EXHIBIT INDEX
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Exhibit
Number
<S> <C> <C>
10.50 (2) 1997 Non-Statutory Stock Option Plan and form of Stock
Option Agreement thereunder
10.51 (3) 1998 Non-Statutory Stock Option Plan and form of Stock
Option Agreement thereunder
5.1 (1) Opinion of counsel as to legality of securities being
registered
23.1 (1) Consent of Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
</TABLE>
(1) Filed herewith
(2) Incorporated by reference to exhibits, bearing the same number, filed with
the Registrant's annual report on Form 10-K for fiscal year ended December
31, 1997 filed with the Commission on March 31, 1998.
(3) Incorporated by reference to exhibits filed with Registrants
Registration Statement on Form S-1 (File Number 333-43991)
<PAGE>
EXHIBIT 5.1
[WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]
August 19, 1998
Informix Corporation
4100 Bohannon Drive
Menlo Park, CA 94025
RE: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about August 19, 1998
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, (the "Securities Act") of 500,000 shares
of your Common Stock reserved for issuance under the 1997 Non-Statutory Stock
Option Plan and 5,500,000 shares of your Common Stock (the "Shares") reserved
for issuance under the 1998 Non-Statutory Stock Option Plan,(the "Plans").
As your legal counsel, we have examined the proceedings taken and are
familiar with the proceedings proposed to be taken by you in connection with
the sale and issuance of such Common Stock under the Plans.
It is our opinion that the Shares, when issued and sold in the manner
described in the Registration Statement and sold in the manner referred to in
the Plan and pursuant to the agreement which accompanies the Plan, will be
legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in
the Registration Statement, including any Prospectus constituting a part
thereof, and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 (333-_____), pertaining to the 1997 Non-Statutory Stock
Option Plan and 1998 Non-Statutory Stock Option Plan of Informix Corporation,
of our report dated March 2, 1998 with respect to the consolidated financial
statements and schedule of Informix Corporation included in its Annual Report
(Form 10-K/A) for the year ended December 31, 1997, filed with the Securities
and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
August 13, 1998
