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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
January 8, 1999 (December 31, 1998)
INFORMIX CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
0-15325 94-3011736
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(Commission File Number) (IRS Employer Identification No.)
4100 Bohannon Drive, Menlo Park, California 94025
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (650) 926-6300
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 7, 1998, Informix Corporation, a Delaware corporation (the
"Registrant"), entered into a definitive agreement (the "Merger Agreement")
providing for the merger (the "Merger") of IC Merger Corporation, a Delaware
corporation and wholly-owned subsidiary of the Registrant ("Sub"), with and into
Red Brick Systems, Inc., a Delaware corporation ("Red Brick"). The Merger was
effected on December 31, 1998 (the "Effective Time"), pursuant to a Certificate
of Merger (the "Certificate of Merger") filed by Red Brick with the Secretary of
State of the State of Delaware. Pursuant to the Certificate of Merger, upon the
Effective Time of the Merger, each outstanding share of Common Stock, $0.0001
par value, of Red Brick ("Red Brick Common Stock"), other than shares held in
the treasury of Red Brick or owned by Sub, the Registrant or any wholly-owned
subsidiary of Red Brick or the Registrant, were converted into the right to
receive 0.6 of a share of the Common Stock, $0.01 par value, of the Registrant
("Registrant Common Stock"), and each outstanding option or right to purchase
Red Brick Common Stock under the Red Brick 1995 Stock Option Plan, the
Supplemental Stock Option Plan, and the Written Compensation Agreements with
Phillip Fernandez and Christopher Erickson were assumed by the Registrant and
became an option or right to purchase Registrant Common Stock, with appropriate
adjustments to be made to the number of shares issuable thereunder and the
exercise price thereof based on the Exchange Ratio.
The Merger is intended to be a tax-free reorganization under Section
368(a) of the Internal Revenue Code of 1986, as amended, and is intended to be
treated as a purchase for financial reporting purposes in accordance with
generally accepted accounting principles. The assets of Red Brick were used,
prior to the Effective Time of the Merger, for the design, development,
marketing and support of data warehousing software, a use which the Registrant
intends to continue immediately following the Merger.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following financial statements and exhibits are filed as part of
this report, where indicated.
(a) Financial statements of business acquired, prepared pursuant to
Rule 3.05 of Regulation S-X:
Incorporated by reference to the Registrant's Amendment No.2 to
the Registration Statement on Form S-4 (File No. 333-67671) filed
with the Securities and Exchange Commission on December 8, 1998.
(b) No pro forma financial information is required pursuant to
Article 11 of Regulation S-X.
(c) Exhibits in accordance with Item 601 of Regulation S-K:
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Exhibits.
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2.1 Agreement and Plan of Reorganization, dated as of October
7, 1998, by and among Informix Corporation, a Delaware
corporation, Red Brick Systems, Inc., a Delaware
corporation, and IC Merger Corporation, a Delaware
corportion.
Incorporated by reference to the Registrant's Amendment
No. 2 to the Registration Statement on Form S-4 (File No.
333-67671) filed with the Securities and Exchange
Commission on December 8, 1998.
2.2 Certificate of Merger by and between IC Merger
Corporation, a Delaware corporation, and Red Brick
Systems, Inc., a Delaware corporation, dated as of
December 31, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this Current Report to be signed on its behalf by
the undersigned, thereunto duly authorized in the City of Menlo Park, State of
California, on January 8, 1999.
INFORMIX CORPORATION
By: /s/ Howard A. Bain III
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Howard A. Bain III
Executive Vice President and
Chief Financial Officer
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Exhibit 2.2
CERTIFICATE OF MERGER
MERGING
IC MERGER CORPORATION,
A DELAWARE CORPORATION,
WITH AND INTO
RED BRICK SYSTEMS, INC.,
A DELAWARE CORPORATION
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Pursuant to Section 251 of the General Corporation Law of the State of Delaware
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Red Brick Systems, Inc., a Delaware corporation ("RED BRICK"), does hereby
certify as follows:
FIRST: Each of the constituent corporations, Red Brick and IC Merger
Corporation ("SUB"), is a corporation duly organized and existing under the laws
of the State of Delaware.
SECOND: An Agreement and Plan of Reorganization (the "REORGANIZATION
AGREEMENT"), dated October 7, 1998, among Informix Corporation, a corporation
organized under the laws of the State of Delaware, Sub and Red Brick, setting
forth the terms and conditions of the merger of Sub with and into Red Brick (the
"MERGER"), has been approved, adopted, certified, executed and acknowledged by
each of the constituent corporations in accordance with Section 251 of the
Delaware General Corporation Law.
THIRD: Red Brick shall be the surviving corporation in the Merger (the
"SURVIVING CORPORATION"). The name of the Surviving Corporation shall be Red
Brick Systems, Inc.
FOURTH: The Certificate of Incorporation of the Surviving Corporation is
amended to read in its entirety as set forth in EXHIBIT A hereto.
FIFTH: An executed copy of the Reorganization Agreement is on file at
the principal place of business of the Surviving Corporation at the following
address:
Red Brick Systems, Inc.
c/o Informix Corporation, Attn: Gary Lloyd
4100 Bohannon Drive
Menlo Park, CA 94025
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SIXTH: A copy of the Reorganization Agreement will be furnished by the
Surviving Corporation, on request and without cost, to any stockholder of any
constituent corporation.
SEVENTH: The Merger shall become effective following the filing of this
Certificate of Merger with the Secretary of State of Delaware at 4:00 p.m.,
Eastern Standard Time, in Delaware on the 31st day of December, 1998.
IN WITNESS WHEREOF, Red Brick has caused this Certificate of Merger to be
executed in its corporate name as of the 31st day of December, 1998.
RED BRICK SYSTEMS, INC.
By: /s/ Christopher G. Erickson
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Christopher G. Erickson,
President and Chief Executive Officer
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EXHIBIT A
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
RED BRICK SYSTEMS, INC.
A DELAWARE CORPORATION
ARTICLE I
The name of this corporation is Red Brick Systems, Inc. (the
"Corporation").
ARTICLE II
The address of the Corporation's registered office in the State of Delaware
is 1209 Orange Street, Wilmington, County of New Castle, Delaware 19801. The
name of its registered agent at such address is The Corporation Trust Company.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.
ARTICLE IV
This Corporation is authorized to issue one class of stock which is
designated Common Stock. The total number of shares of Common Stock authorized
to be issued is one thousand (1000) shares with a par value of $.001 per share.
ARTICLE V
The Corporation is to have perpetual existence.
ARTICLE VI
In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, alter, amend or repeal
the Bylaws of the Corporation.
ARTICLE VII
The number of directors which constitute the whole Board of Directors of
the Corporation shall be as specified in the Bylaws of the Corporation.
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ARTICLE VIII
Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the Bylaws of the Corporation.
ARTICLE IX
To the fullest extent permitted by the Delaware General Corporation
Law as the same exists or may hereafter be amended, a director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except to the extent such exception from liability or limitation thereof is not
permitted under the Delaware Corporation Law as the same exists or may hereafter
be amended. Neither any amendment nor repeal of this Article, nor the adoption
of any provision of this Certificate of Incorporation inconsistent with this
Article, shall eliminate or reduce the effect of this Article in respect of any
matter occurring, or any cause of action, suit or claim that, but for this
Article, would accrue or arise, prior to such amendment, repeal or adoption of
an inconsistent provision.
ARTICLE X
Advance notice of new business and stockholder nominations for the election
of directors shall be given in the manner and to the extent provided in the
Bylaws of the Corporation.
ARTICLE XI
Elections of directors need not be by written ballot unless the Bylaws of
the Corporation shall so provide.
ARTICLE XII
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Certificate of Incorporation, in the manner now or
hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
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