<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment #1
Under the Securities Exchange Act of 1934
RED BRICK SYSTEMS, INC.
- -------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
756422101
(CUSIP Number)
GARY LLOYD, VICE PRESIDENT, LEGAL, GENERAL COUNSEL AND SECRETARY
4100 BOHANNON DRIVE
MENLO PARK, CALIFORNIA 94025
(650) 926-6300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 7, 1998
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), (f) or (g), check the following box.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D/A
CUSIP No. 756442 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Informix Corporation
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)or 2(e) / /
N/A
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
STATE OF DELAWARE
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7 SOLE VOTING POWER
N/A
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NUMBER OF 8 SHARED VOTING POWER
SHARES 1,433,278
BENEFICIALLY --------------------------------------------------------------
OWNED BY 9 SOLE DISPOSITIVE POWER
EACH N/A
REPORTING --------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH N/A
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,433,278
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.06%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
<PAGE>
SCHEDULE 13D/A
Neither the filing of this Schedule 13D nor any of its contents shall be deemed
to constitute an admission by Informix Corporation that it is the beneficial
owner of any of the Common Stock referred to herein for purposes of Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), or for
any other purpose, and such beneficial ownership is expressly disclaimed.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to the Common Stock of Red
Brick Systems, Inc., a Delaware corporation ("RBS" or "Issuer").
The principal executive offices of RBS are located at 485
Alberto Way, Los Gatos, California 95032.
ITEM 2. IDENTITY AND BACKGROUND.
The name of the corporation filing this statement is Informix
Corporation, a Delaware corporation ("Informix"). Informix's
principal business is as a provider of information management
software products. The address of the principal executive
offices of Informix is 4100 Bohannon Drive, Menlo Park,
California 94025. Set forth in SCHEDULE A is a list of each of
Informix's directors and executive officers as of the date
hereof, along with the present principal occupation or employment
of such directors and executive officers, their respective
citizenship and the name, principal business and address of any
corporation or other organization other than Informix in which
such employment is conducted.
During the past five years neither Informix nor, to Informix's
knowledge, any person named in SCHEDULE A to this statement, has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). Also during the past five
years neither Informix nor, to Informix's knowledge, any person
named in SCHEDULE A to this statement, was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which such person was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activity subject to, federal or
state securities laws or finding any violation with respect to
such laws. Consequently, neither Informix nor, to Informix's
best knowledge, any person named on SCHEDULE A hereto is required
to disclose legal proceedings pursuant to Item 2(d) or 2(e) of
Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to an Agreement and Plan of Reorganization, dated as of
October 7, 1998, (the "Merger Agreement"), among Informix, IC
Merger Corporation, a Delaware corporation and a wholly-owned
subsidiary of Informix ("Merger Sub"), and RBS, and subject to the
conditions set forth therein (including approval by the
stockholders of RBS), Merger Sub will merge with and into RBS and
RBS will become a wholly-owned subsidiary of Informix (such
events constituting the "Merger"). Upon consummation of the
Merger, Merger Sub will cease to exist as a corporation and all
of the business, assets, liabilities and obligations of Merger
Sub will be merged into RBS with RBS remaining as the surviving
corporation
<PAGE>
SCHEDULE 13D/A
(the "Surviving Corporation"). As a result of the Merger,
each outstanding share of RBS Common Stock, other than
shares owned by RBS, will be converted into the right to
receive 0.600 of a share (the "Exchange Ratio") of Informix
Common Stock, and each outstanding option to purchase RBS
Common Stock will be assumed by Informix (each, an "Assumed
Option"), along with any outstanding warrants to purchase
RBS Common Stock (each, an "Assumed Warrant") and will
become an option or warrant to purchase that number of
shares of Informix Common Stock as is equal (rounded down to
the nearest whole share) to the number of shares of RBS
Common Stock that was subject to such option or warrant
immediately prior to the Merger, multiplied by the Exchange
Ratio. The exercise price of each Assumed Option and
Assumed Warrant will be equal to the quotient determined by
dividing the exercise price per share of RBS Common Stock at
which such Assumed Option or Assumed Warrant was exercisable
immediately prior to the effective time of the Merger by the
Exchange Ratio, rounded up to the nearest whole cent. The
foregoing summary of the Merger is qualified in its entirety
by reference to the copy of the Merger Agreement included as
EXHIBIT 99.1 to this Schedule 13D and incorporated herein by
reference.
This statement on Schedule 13D also relates to certain Voting
Agreements described in Item 4 below and the Stock Option Agreement
described in Item 6 below.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (b) As described in Item 3 above, this statement
relates to the Merger of Merger Sub, a wholly-owned
subsidiary of Informix, with and into RBS in a statutory
merger pursuant to the provisions of the Delaware General
Corporation Law. At the effective time of the Merger, the
separate existence of Merger Sub will cease and the
existence of RBS will continue as the Surviving Corporation
and as a wholly-owned subsidiary of Informix. Holders of
outstanding RBS Common Stock will receive, in exchange for
each share of Issuer Common Stock held by them, 0.600 shares
of Informix Common Stock (the "Exchange Ratio"). Using the
same Exchange Ratio, Informix will also assume (i) all
outstanding options to purchase RBS Common Stock and (ii) any
outstanding warrants to purchase RBS Common Stock upon
consummation of the Merger.
As an inducement to Informix to enter into the Merger Agreement,
each stockholder of RBS who is a party to a Voting Agreement,
dated as of October 7, 1998 (each a "Voting Agreement," and
collectively, the "Voting Agreements"), among the parties thereto
(each a "Voting Agreement Stockholder," and collectively, the
"Voting Agreement Stockholders") with Informix, has, by executing
a Voting Agreement, irrevocably appointed directors on the Board
of Directors of Informix as his, her or its lawful attorney and
proxy. Such proxies give Informix the limited right to vote the
shares of RBS Common Stock beneficially owned by the Voting
Agreement Stockholders (including any shares of RBS Common Stock
that such stockholders acquire after the time they entered into
the Voting Agreements) (collectively, the "Shares").
<PAGE>
SCHEDULE 13D/A
The names of the Voting Agreement Stockholders, the number
of shares of RBS Common Stock beneficially owned by each
such stockholder and the percentage ownership of RBS Common
Stock by each such stockholder is set forth in SCHEDULE B
hereto which is hereby incorporated by this reference.
In exercising its right to vote the Shares as lawful
attorney and proxy of the Voting Agreement Stockholders, the
Board of Directors of Informix will be limited, at every RBS
stockholders meeting and every written consent in lieu of
such meeting, to vote the Shares (i) in favor of approval of
the Merger and the Merger Agreement and (ii) against
approval of any proposal made in opposition to or in
competition with the consummation of the Merger and against
any merger, consolidation, sale of assets, reorganization or
recapitalization with any party other than Informix and any
liquidation or winding up of RBS. Each of the Voting
Agreement Stockholders may vote his or her Shares on all
other matters. The Voting Agreements terminate upon the
earlier to occur of (i) such date and time as the Merger
shall become effective in accordance with the terms and
provisions of the Merger Agreement or (ii) such date as the
Merger Agreement shall be terminated in accordance with its
terms (the "Expiration Date"). Each Voting Agreement
Stockholder has agreed not to transfer his or her Shares
prior to the Expiration Date. The foregoing summary of the
terms of the Voting Agreement is qualified in its entirety
by reference to the form of Voting Agreement included as
EXHIBIT 99.2 to this Schedule 13D and incorporated herein by
reference.
(c) Not applicable.
(d) It is anticipated that, upon consummation of the Merger, the
directors and the initial officers of the Surviving Corporation
shall generally be the current directors and officers of Merger
Sub (each of whom is an executive officer of Informix), until
their respective successors are duly elected or appointed and
qualified.
(e) See discussion of Merger in Item 3 above.
(f) Other than as a result of the Merger described in Item 3
above, not applicable.
(g) Upon consummation of the Merger, the Certificate of
Incorporation of Merger Sub, as in effect immediately prior to
the Merger, shall be the Certificate of Incorporation of the
Surviving Corporation until thereafter amended as provided by
Delaware Law and such Certificate of Incorporation. Upon
consummation of the Merger, the Bylaws of Merger Sub, as in
effect immediately prior to the Merger, shall be the Bylaws of
the Surviving Corporation until thereafter amended.
(h) Upon consummation of the Merger, RBS Common Stock will
be de-listed from The Nasdaq Stock Market.
<PAGE>
SCHEDULE 13D/A
(i) Upon consummation of the Merger, RBS Common Stock will be
de-registered under the Securities Act pursuant to Section
12(g)(4) of the Securities Act by filing a Form 15 with the
Securities and Exchange Commission.
(j) Other than described above, Informix currently has no
plan or proposals which relate to, or may result in, any of the
matters listed in Items 4(a) - (i) of Schedule 13D (although
Informix reserves the right to develop such plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (b) As a result and subject to the terms of the Voting
Agreements and the irrevocable proxies granted pursuant thereto,
Informix has the sole power to vote an aggregate of 1,433,278
shares of RBS Common Stock (including an aggregate of 403,991
shares subject to options purchasable by the Voting Agreement
Stockholders within 60 days of September 30, 1998) for the
limited purposes described in Item 4 above. Such shares
constitute approximately 11.06% of the issued and outstanding
shares of Issuer Common Stock as of September 30, 1998 (after
giving effect to the exercise of all options exercisable within
60 days of such date). Other than with respect to the provisions
of the Voting Agreements, Informix does not have the right to
vote the Shares on any other matters. Informix does not share
voting power of any additional shares of RBS Common Stock with
regard to the limited purposes set forth in Item 4 above or
otherwise. Informix does not have the sole power to vote or to
direct the vote or to dispose or direct the disposition of any
shares of RBS Common Stock. To Informix's knowledge, no shares
of Issuer Common Stock are beneficially owned by any of the
persons named in SCHEDULE A.
(c) Informix has not effected any transaction in Issuer
Common Stock during the past 60 days and, to Informix's
knowledge, none of the persons named in SCHEDULE A has effected
any transaction in Issuer Common Stock during the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Under the terms of a Stock Option Agreement, dated October 7,
1998, between Informix and RBS (the "Stock Option Agreement"),
RBS granted Informix an option (the "Merger Option") to acquire a
number of shares of RBS Common Stock, at the price of $2.40 per
share, equal to 19.9% of shares of RBS capital stock issued and
outstanding on the date the Merger Option is exercisable. The
Merger Option is exercisable (i) immediately prior to the earlier
of a consummation of or the record date for a meeting of RBS
stockholders with regard to an acquisition proposal for an
acquisition transaction with a party other than
<PAGE>
SCHEDULE 13D/A
Informix, (ii) immediately prior to the effectiveness of a change
of control of the RBS Board of Directors as a result of an
election contest within the meaning of Rule14a-11 of the
Securities Exchange Act, or (iii) upon the termination of the
Merger Agreement in accordance with its terms. At any time the
Merger Option is exercisable, Informix may deliver a "put" notice
(the "Put Notice") to RBS, requiring RBS to pay Informix the
difference between the market price and the exercise price of the
Merger Option. Under the terms of the Stock Option Agreement,
any proceeds to Informix in excess of $2,000,000, resulting from
the exercise of the Merger Option, will be remitted to RBS, and
RBS will not be required to pay Informix more than $2,000,000 in
connection with the delivery of a Put Notice. The foregoing
summary of the Stock Option Agreement is qualified in its
entirety by reference to the form of Stock Option Agreement
included as EXHIBIT 99.3 to this Schedule 13D and incorporated
herein by reference.
Other than the Merger Agreement, the Voting Agreements and the
Stock Option Agreement, to the best knowledge of Informix, there
are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 and
between such persons and any person with respect to any
securities of RBS, including but not limited to transfer or
voting of any of the securities, finder's fees, joint ventures,
loan or option arrangement, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of
proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
The following documents are included as exhibits:
1. Agreement and Plan of Reorganization, dated October 7, 1998,
by and among Informix Corporation, a Delaware corporation, IC
Merger Corporation, a Delaware corporation and a wholly-owned
subsidiary of Informix Corporation, and Red Brick Systems,
Inc., a Delaware corporation.
2. Form of Voting Agreement, dated October 7, 1998, between
Informix Corporation, a Delaware corporation, and certain
stockholders of Red Brick Systems, Inc., a Delaware
corporation.
3. Form of Stock Option Agreement, dated October 7, 1998,
between Informix Corporation, a Delaware corporation, and Red
Brick Systems, Inc., a Delaware corporation.
<PAGE>
SCHEDULE 13D/A
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: October 30, 1998
INFORMIX CORPORATION
By: /s/ Gary Lloyd
------------------------------------
Gary Lloyd
Vice President, Legal, General
Counsel and Secretary
<PAGE>
SCHEDULE 13D/A
SCHEDULE A
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DIRECTORS AND EXECUTIVE OFFICERS OF
INFORMIX CORPORATION
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
NAME AND TITLE(1) AND NAME OF EMPLOYER CITIZENSHIP
- ------------------------ ----------------------------------- ----------------
<S> <C> <C>
Robert J. Finocchio, Jr. Informix Corporation U.S.
Chairman, President,
and Chief Executive Officer
Jean-Yves Dexmier Informix Corporation U.S.
Executive Vice President
and Chief Financial Officer
Karen Blasing Informix Corporation U.S.
Vice President, Business
Development Finance
Susan T. Daniel Informix Corporation U.S.
Vice President, Human Resources
James F. Engle Informix Corporation U.S.
Vice President and Treasurer
Diane L. Fraiman Informix Corporation U.S.
Vice President,
Corporate Marketing
J.F. Hendrickson, Jr. Informix Corporation U.S.
Vice President, Customer
Services
Stephen E. Hill Informix Corporation U.S.
Vice President and General
Manager, Tools Business Unit
Donald W. Hunt Informix Corporation U.S.
Vice President, North American
Field Operations
Gary Lloyd Informix Corporation U.S.
Vice President, Legal,
General Counsel and Secretary
Leonard Palomino Informix Corporation U.S.
Vice President and General
Manager, Data Warehousing
Wesley Raffel Informix Corporation U.S.
Vice President and General
Manager, Web and E-Commerce
Stephanie P. Schwartz Informix Corporation U.S.
Vice President and
Corporate Controller
Michael A. Stonebraker Informix Corporation U.S.
Vice President and Chief
Technology Officer
F. Steven Weick Informix Corporation U.S.
Vice President, Research
& Development
</TABLE>
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(1) The address for each executive officer or director is c/o Informix
Corporation, 4100 Bohannon Drive, Menlo Park, California 94025.
<PAGE>
SCHEDULE 13D/A
SCHEDULE A (Continued)
<TABLE>
<S> <C> <C>
Leslie G. Denend President (Retired) U.S.
Director Network Associates, Inc.
Albert F. Knorp, Jr. General Partner U.S.
Director and Assistant Seaport Ventures, L.P.
Secretary
James L. Koch Professor U.S.
Director Santa Clara University
Thomas A. McDonnell President, Chief U.S.
Director Executive Officer
and Director
DST Systems, Inc.
George Reyes Vice President and U.S.
Director Corporate Controller
Sun Microsystems, Inc.
Cyril J. Yansouni Chief Executive Officer and U.S.
Director Chairman of the
Board of Directors
Read-Rite Corporation
</TABLE>
<PAGE>
SCHEDULE 13D/A
SCHEDULE B
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RED BRICK SYSTEMS, INC.
VOTING AGREEMENT STOCKHOLDERS
<TABLE>
<CAPTION>
SHARES OF RBS BENEFICIALLY PERCENTAGE OF RBS
OWNED BY VOTING COMMON STOCK BENEFICIALLY
VOTING AGREEMENT STOCKHOLDER AGREEMENT STOCKHOLDER OWNED (1)
- ------------------------------- -------------------------- ---------------------------
<S> <C> <C>
Christopher G. Erickson 861,522(2) 6.81%
PRESIDENT, CHIEF EXECUTIVE
OFFICER AND CHAIRMAN OF
THE BOARD OF DIRECTORS
Andrew K. Ludwick 16,000(3) 0.13%
DIRECTOR
John F. Shoch 239,874(4) 1.91%
DIRECTOR
Phillip Fernandez 195,958(5) 1.54%
EXECUTIVE VICE PRESIDENT AND
CHIEF OPERATING OFFICER
Ron Barale 35,380(6) 0.28%
VICE PRESIDENT, PLATFORM
PRODUCTS GROUP
Peggy DeLeon 38,464(7) 0.31%
VICE PRESIDENT OF HUMAN RESOURCES
Andrew W. Priest 14,798(8) 0.12%
VICE PRESIDENT, SOLUTION AND
SERVICES
Paul Rodwick 31,282(9) 0.25%
VICE PRESIDENT, MARKETING
</TABLE>
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(1) Applicable percentage ownership is based on 12,558,738 shares of
Common Stock outstanding as of September 30, 1998. Beneficial
ownership is determined in accordance with the rules of the Commission
and generally includes voting or investment power with respect to
securities, subject to community property laws, where applicable.
Shares of Common Stock subject to options that are presently
exercisable or exercisable within 60 days of April 30, 1998 are
deemed to be beneficially owned by the person holding such options for
the purpose of computing the percentage of ownership of such person
but are not treated as outstanding for the purpose of computing the
percentage of any other person.
(2) Includes 92,152 shares of RBS Common Stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of September 30, 1998.
(3) Includes 16,000 shares of RBS Common Stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of September 30, 1998.
(4) Includes 17,918 shares owned by Asset Management Associates 1989, L.P.
("Asset"). Dr. Shoch, a director of Red Brick, is a general partner of
AMC Partners 89 L.P. ("AMC Partners"), which is the general partner of
Asset. Dr. Shoch disclaims beneficial ownership of the shares held by
Asset except to the extent of his pecuniary interest therein arising from
his interests in Asset and AMC Partners. Dr. Shoch's shares include 2000
shares held by his spouse and options exercisable into 16,000 shares of
Common Stock.
(5) Includes 171,197 shares of RBS Common Stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of September 30, 1998.
(6) Includes 33,480 shares of RBS Common Stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of September 30, 1998.
(7) Includes 38,464 shares of RBS Common Stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of September 30, 1998.
(8) Includes 10,948 shares of RBS Common Stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of September 30, 1998.
(9) Includes 25,750 shares of RBS Common Stock issuable upon exercise of
outstanding options which are presently exercisable or will become
exercisable within 60 days of September 30, 1998.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
99.1* AGREEMENT AND PLAN OF REORGANIZATION, dated as of October 7,
1998, by and among Informix Corporation, a Delaware corporation
("Parent"), IC Merger Corporation, a Delaware corporation and a
wholly-owned subsidiary of Parent ("Merger Sub"), and Red Brick
Systems, Inc., a Delaware corporation ("Company").
99.2* Form of Voting Agreement, dated as of October 7, 1998, a
substantially similar version of which has been executed by and
between Informix Corporation, a Delaware corporation
("Parent"), and the undersigned stockholder ("Stockholder") of
Red Brick Systems, Inc., a Delaware corporation (the "Company").
99.3* Form of STOCK OPTION AGREEMENT, dated as of October 7, 1998, a
substantially similar version of which has been entered into by
and between Red Brick Systems, Inc., a Delaware corporation
("RED BRICK") and Informix Corporation, a Delaware corporation
("INFORMIX").
</TABLE>
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* Previously filed.
