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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 3, 1999
REGISTRATION NO. 333-43991
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- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 3
TO FORM S-1 ON
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
INFORMIX CORPORATION
(Exact name of Registrant as specified in its charter)
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4100 BOHANNON DRIVE
MENLO PARK, CALIFORNIA
DELAWARE 941025 94-3011736
(650) 926-6300
(State or other jurisdiction (Address, including zip (IRS Employer
of code, and telephone number, Identification
incorporation or organization) including area code, of Number)
Registrant's principal
executive offices)
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HOWARD A. BAIN III
VICE PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER
INFORMIX CORPORATION
4100 BOHANNON DRIVE
MENLO PARK, CALIFORNIA 941025
(650) 926-6300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
------------------------
COPIES TO:
DOUGLAS H. COLLOM, ESQ.
MARK B. BAUDLER, ESQ.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: SALES TO
THE PUBLIC UNDER THIS POST-EFFECTIVE AMENDMENT NO. 3 TO THE REGISTRATION
STATEMENT WILL COMMENCE AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS
POST-EFFECTIVE AMENDMENT NO. 3.
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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PROSPECTUS
(Subject to Completion) dated June 2, 1999
22,950,000
[LOGO]
COMMON STOCK
------------------
These shares of Informix may be offered and sold from time to time by
certain stockholders of Informix identified in this prospectus. See "Selling
Stockholders."
The selling stockholders acquired shares of Informix's series B convertible
preferred stock in November 1997. The shares of common stock registered for
resale hereunder are issuable upon conversion of the series B preferred and upon
exercise of certain warrants to purchase shares of Informix's common stock
issuable upon conversion of the series B preferred. The shares of common stock
registered for resale hereunder include 100,000 shares issued to a financial
advisor to Informix and 50,000 shares issuable upon exercise of a warrant issued
to the same financial advisor in connection with the sale of the series B
preferred.
The number of shares of common stock registered for resale under this
prospectus is based on the hypothetical conversion of all 50,000 shares of
series B preferred issued to the selling stockholders in November 1997 at a
conversion ratio of 250 shares of common stock for each share of series B
preferred stock. The total number of shares of common stock issuable upon
conversion of the series B preferred is presently indeterminate and will depend
on the trading price of Informix's common stock in the periods prior to
conversion of the series B preferred. As of March 31, 1999 an aggregate of
6,540,497 shares of common stock had been issued to selling stockholders in
connection with the conversion of an aggregate of 27,200 shares of series B
preferred and warrants to purchase an aggregate of 1,508,088 shares of common
stock had been issued in connection with such conversions.
The selling stockholders will receive all of the net proceeds from the sale
of the shares. Informix will not receive any proceeds from the sale of the
shares.
Informix's common stock is quoted on the Nasdaq National Market under the
symbol "IFMX." On June 2, 1999, the last reported sale price of the common stock
was $6.625 per share.
------------------------
INVESTING IN SHARES OF INFORMIX'S COMMON STOCK INVOLVES A HIGH DEGREE OF
RISK. SEE "RISK FACTORS," BEGINNING ON PAGE 4 OF THIS PROSPECTUS BEFORE
PURCHASING ANY OF THE COMMON STOCK OFFERED HEREBY.
------------------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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June , 1999
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TABLE OF CONTENTS
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Where to Find Additional Information About Informix........................................................ 2
Information Incorporated by Reference...................................................................... 2
Summary Business Description of Informix................................................................... 3
Risk Factors............................................................................................... 4
This Prospectus Contains Forward Looking Statements........................................................ 17
Use of Proceeds............................................................................................ 17
Selling Stockholders....................................................................................... 18
Plan of Distribution....................................................................................... 19
Legal Matters.............................................................................................. 20
Experts.................................................................................................... 20
SEC Position on Indemnification for Securities Act Liabilities............................................. 20
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT
CONTAINED IN THIS PROSPECTUS. THE SELLING STOCKHOLDERS ARE OFFERING TO SELL, AND
SEEKING OFFERS TO BUY, SHARES OF INFORMIX COMMON STOCK ONLY IN JURISDICTIONS
WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE
TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF THE SHARES.
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WHERE TO FIND ADDITIONAL INFORMATION ABOUT INFORMIX
We file annual, quarterly and special reports, proxy statements, and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. The SEC's public reference room in Washington, D.C. is
located at 450 Fifth Street, N.W. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms, including locations of
regional offices. Our SEC filings are also available to the public from our Web
site at http://www.informix.com or at the SEC's Web site at http://www.sec.gov.
Information on our Web site does not constitute part of this prospectus.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and later information that we file with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below, and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act until
the selling stockholders sell all the shares. This prospectus is part of a
registration statement we filed with the SEC (Registration No. 333-43991). The
documents we incorporate by reference are:
1. Our Annual Report on Form 10-K for the fiscal year ended December 31,
1998.
2. Our Quarterly Report on Form 10-Q for the quarterly period ended March
31, 1999.
3. The description of our common stock contained in the Registration
Statement on Form 8-A as filed with the SEC on January 21, 1987.
4. The description of Informix's stockholder rights plan related to rights
of the holders of our common stock contained in the Registration
Statement on Form 8-A as filed with the SEC on September 19, 1991 as
subsequently amended on May 27, 1992, August 11, 1995, and September 3,
1997.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address: General Counsel, Informix Corporation,
4100 Bohannon Drive, Menlo Park, California 94025; telephone number (650)
926-6300.
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SUMMARY BUSINESS DESCRIPTION OF INFORMIX
Informix is a leading supplier of information management software and
solutions to governments and enterprises worldwide. We design, develop,
manufacture, market and support
- Relational database management systems, or RDBMS;
- Connectivity interfaces and gateways; and
- Graphical and character-based application development tools for building
database applications that allow customers to access, retrieve and
manipulate business data.
We also offer complete solutions, which include our database management
software, our own and third party software, and our consulting services, to help
customers design and deploy data warehousing, Web-based enterprise repository
and electronic commerce applications.
We believe that technological advances, including the development and
commercialization of the Internet, will lead to increasingly sophisticated
customer requirements for data storage and management beyond the functionality
offered by conventional RDBMS products. In recent years, the types and
quantities of data required to be stored and managed has grown increasingly
complex and includes audio, video, text and three dimensional graphics in
addition to conventional character data. Since 1996, we have devoted substantial
resources to the development of object-relational database management systems,
or ORDBMS, which provide RDBMS functionality for complex data such as images,
video, audio and spatial data, and tools for applications in multimedia and
entertainment, digital media publishing and financial services.
Organizations commonly employ RDBMS software for use in storing, managing
and retrieving the large amounts of data necessary to support four types of
systems:
- Internal management information systems, such as accounting, human
resources and manufacturing
- Mission-critical on-line transaction processing systems that process
business information from a large number of locations or users
- Data warehousing/data mart systems that aggregate data from multiple
sources and perform sophisticated analyses to support business decisions
- Internet applications, including dynamic site publishing, information
retrieval and electronic commerce
In December 1998, we expanded our ability to deliver data warehousing
solutions by acquiring Red Brick Systems. We are integrating Red Brick's data
mart technology into our suite of products that form the core of our data
warehousing solution.
Increasingly, RDBMS software also is being used to drive Internet
applications, from site publishing and information retrieval to electronic
commerce.
We market our products to end-users on a worldwide basis directly through
our sales force and indirectly through applications resellers, original
equipment manufacturers and distributors. The principal geographic markets for
our products are North America, Europe, the Asia/Pacific region and Latin
America. In recent years, approximately half of our total revenues have been
generated outside North America. Our principal customers include businesses
ranging from small corporations to Fortune 1000 companies, principally in the
manufacturing, financial services, telecommunications, media, retail/wholesale,
hospitality and government services sectors.
Our corporate headquarters are located at 4100 Bohannon Drive, Menlo Park,
California, 94025. Our telephone number at that address is (650) 926-6300.
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RISK FACTORS
IN EVALUATING AN INVESTMENT IN THE SHARES YOU SHOULD CONSIDER CAREFULLY THE
FOLLOWING RISK FACTORS IN ADDITION TO THE OTHER INFORMATION PRESENTED IN THIS
PROSPECTUS OR INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. IF ANY OF THE
FOLLOWING RISKS ACTUALLY OCCUR, OUR BUSINESS, FINANCIAL CONDITION, OR RESULTS OF
OPERATIONS COULD BE MATERIALLY ADVERSELY AFFECTED. IN SUCH CASE, THE TRADING
PRICE OF OUR COMMON STOCK COULD DECLINE AND YOU MAY LOSE ALL OR PART OF YOUR
INVESTMENT.
WE ARE SUBJECT TO INTENSE COMPETITION AND THIS COMPETITION MAY ADVERSELY AFFECT
OUR BUSINESS
We may not be able to compete successfully against current and/or future
competitors and such inability would materially adversely affect our business,
quarterly and annual operating results and financial condition. The market for
our products is highly competitive and diverse. Moreover, we expect that the
technology for RDBMS products will continue to change rapidly. New products are
introduced frequently, and existing products are enhanced continually.
Competition may also result in changes in pricing policies by us or our
competitors which could materially adversely affect our business and future
quarterly and annual operating results. We currently face competition from a
number of sources, including several large vendors that develop and market
databases, applications, development tools or decision support products. Our
principal competitors include Computer Associates, IBM, Microsoft, NCR/Teradata,
Oracle and Sybase. Additionally, as we expand our business in the markets of
data warehousing and Internet/electronic commerce, we expect to compete with a
different group of companies, including small, highly focused companies offering
single products or services that we include as part of an overall solution.
Several of our competitors have significantly greater financial, technical,
marketing and other resources than we do. As a result, they may be able to
respond more quickly to new or emerging technologies and changes in customer
requirements or to devote greater resources to the development, promotion and
sale of their products than we can.
COMPETITION MAY AFFECT PRICING OF OUR PRODUCTS WHICH COULD ADVERSELY AFFECT OUR
BUSINESS
Existing and future competition or changes in our product or service pricing
structure or product or service offerings could result in an immediate reduction
in the prices of our products or services. If significant price reductions in
our products or services were to occur and not be offset by increases in sales
volume, our business, results of operations and financial condition would be
adversely affected. If such downward pressure on prices were to occur, our
operating margins would be adversely affected. Several of our competitors have
announced the development of enhanced versions of their principal database
products that are intended to improve the performance or expand the capabilities
of their existing products. New or enhanced products by existing competitors or
new competitors could result in greater price pressure on our products. In
addition, the following factors could affect the pricing of RDBMS products and
related products:
- The industry movement to new operating systems, like Windows NT
- Access to RDBMS products through low-end desktop computers
- Access to data through the Internet
- The bundling of software products for promotional purposes or as a
long-term pricing strategy by certain of our competitors
- Our own practice of bundling our software products for enterprise licenses
or for promotional purposes with our partners
In particular, the pricing strategies of competitors in the industry have
historically been characterized by aggressive price discounting to encourage
volume purchasing by customers. We may not be able
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to compete effectively against competitors who continue to aggressively discount
the price of their products.
CUSTOMER PURCHASE PATTERNS CAUSED BY YEAR 2000 CONCERNS MAY NEGATIVELY IMPACT
SALES OF OUR PRODUCTS.
Prior to the end of 1999 and continuing into 2000, there is likely to be an
increased customer focus on addressing Year 2000 compliance issues, creating the
risk that customers may also choose to defer new software product purchases
and/or deploy new software until after January 1, 2000 to avoid the possibility
of introducing or encountering any new Year 2000 problems. Moreover, customers
may reallocate capital expenditures in order to fix Year 2000 problems of
existing systems instead of purchasing new software. This could materially
adversely affect our business, future quarterly and annual operating results and
financial condition. If customers reallocate capital expenditures and personnel
or defer purchases, it could materially adversely affect our business, future
quarterly and annual operating results and financial condition.
OUR INDUSTRY CHANGES RAPIDLY DUE TO EVOLVING TECHNOLOGY STANDARDS AND FUTURE
SUCCESS WILL DEPEND ON OUR ABILITY TO CONTINUE TO MEET THE SOPHISTICATED NEEDS
OF OUR CUSTOMERS
Our future success will depend on our ability to address the increasingly
sophisticated needs of our customers by supporting existing and emerging
hardware, software, database and networking platforms. We will have to develop
and introduce enhancements to our existing products and new products on a timely
basis to keep pace with technological developments, evolving industry standards
and changing customer requirements. We expect that we will have to respond
quickly to:
- Rapid technological change
- Changing customer needs
- Frequent new product introductions
- Evolving industry standards that may render existing products and services
obsolete
As a result, our position in existing markets or potential markets could be
eroded rapidly by product advances. The life cycles of our products are
difficult to estimate. Our growth and future financial performance will depend
in part upon our ability to:
- Continue to enhance our existing products
- Develop and introduce new applications that keep pace with technological
advances on a timely and cost-effective basis
- Meet changing customer requirements
- Match or exceed the product deliveries of our competitors
We expect that our product development efforts will continue to require
substantial investments. We may not have sufficient resources to make the
necessary investments or be able to attract and retain qualified software
development engineers. Any of these events could materially adversely affect our
business, quarterly and annual operating results and financial condition.
SLOWER GROWTH IN THE RDBMS MARKET WOULD ADVERSELY AFFECT SALES OF OUR PRODUCTS
If RDBMS industry growth rates decline for any reason, the markets for our
products will be adversely affected, which would materially adversely affect on
our business, results of operations, financial condition and cash flows. Prior
to fiscal 1997, the RDBMS industry grew significantly, due in part to the
continuing development of new technologies and products responsive to customer
requirements.
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In fiscal 1997 and 1998, however, growth rates throughout the industry slowed.
Recent instability in the Asian-Pacific and Latin American economies and
financial markets, which had previously been cited as potentially strong sources
of revenue growth for relational database software companies, has introduced
additional uncertainty concerning industry growth rates in the future.
IF THE ORDBMS MARKET DOES NOT EVOLVE AS WE ANTICIPATE, OUR BUSINESS WILL BE
ADVERSELY AFFECTED
Delays in market acceptance of ORDBMS products offered by us could adversely
effect our results of operations and financial condition. In recent years, the
types and quantities of data required to be stored and managed has grown
increasingly complex and includes, in addition to conventional character data,
audio, video, text and three-dimensional graphics in a high-performance scalable
environment. During 1996, we invested substantial resources in developing our
ORDBMS product line. The market for ORDBMS products is new and evolving, and its
growth depends upon a growing need to store and manage complex data and on
broader market acceptance of our products as a solution for this need. As a
result, organizations may not choose to make the transition from conventional
RDBMS to ORDBMS.
THERE ARE MANY FACTORS, INCLUDING SOME BEYOND OUR CONTROL, THAT MAY CAUSE
FLUCTUATIONS IN OUR QUARTERLY OPERATING RESULTS
Our quarterly operating results have varied greatly in the past and may vary
greatly in the future depending upon a number of factors described below and
elsewhere in this "Risk Factors" section, including many that are beyond our
control. As a result, we believe that quarter-to-quarter comparisons of our
financial results are not necessarily meaningful, and you should not rely on
them as an indication of our future performance. These factors include:
- Changes in demand for our software, including changes in industry growth
rates for our products
- The size, timing and contractual terms of large orders for our software
products
- The budgeting cycles of our customers and potential customers
- Any downturn in our customers' businesses, in the domestic economy or in
international economies where our customers do substantial business
- Changes in our pricing policies resulting from competitive pressures, such
as aggressive price discounting by our competitors or other factors
- Our ability to develop and introduce on a timely basis new products or
enhanced versions of our software
- Changes in the mix of revenues attributable to domestic and international
sales
- Seasonal buying patterns which tend to peak in the fourth quarter
POTENTIAL CHANGES IN MIX OF LICENSE AND SERVICE REVENUE. Historically, a
majority of our revenue has been attributable to the licensing of our software
products. A significant change in the mix of software products and services sold
by us, including the mix between higher margin software products and lower
margin maintenance, consulting and training, could materially adversely affect
our operating results for future quarters.
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ANY CANCELLATIONS OR DELAYS IN PLANNED CUSTOMER PURCHASES OF OUR PRODUCTS COULD
MATERIALLY ADVERSELY AFFECT OUR BUSINESS AND QUARTERLY OPERATING RESULTS
CANCELLATIONS OR DELAYS OF PLANNED PURCHASES. Because we do not know when,
or if, our potential customers will place orders and finalize contracts, we
cannot accurately predict our revenue and operating results for future quarters.
If there is a downturn in potential customers' businesses, the domestic economy
in general, or in international economies where we derive substantial revenue,
potential customers may defer or cancel planned purchases of our products, which
could materially adversely affect our business, operating results and financial
condition. Because our operating expenses are based on anticipated revenue
levels and because a high percentage of our expenses are relatively fixed,
delays in the recognition of revenues from even a limited number of license
transactions could cause significant variations in operating results from
quarter to quarter, which could cause net income to fall significantly short of
anticipated levels.
EFFECTS OF HISTORICAL TREND FOR SALES TO OCCUR AT END OF QUARTER. Our
software license revenue in any quarter depends on orders booked and shipped in
the last month, weeks or days of that quarter. At the end of each quarter, we
typically have either minimal or no backlog of orders for the subsequent
quarter. If a large number of orders or several large orders do not occur or are
deferred, our revenue in that quarter could be substantially reduced. This could
materially adversely affect our operating results and could impair our business
in future periods.
SEASONAL TRENDS IN SALES OF OUR SOFTWARE PRODUCTS COULD ADVERSELY AFFECT OUR
QUARTERLY OPERATING RESULTS
Our sales of software products have been affected by seasonal purchasing
trends. We expect these seasonal trends to continue in the future. These
seasonal trends materially affect our quarter-to-quarter operating results.
Revenue and operating results in our quarter ending December 31 are typically
higher relative to our other quarters, because many customers make purchase
decisions based on their calendar year-end budgeting requirements and because of
the effects of our sales incentive plans for sales personnel which are measured
on a calendar year basis. As a result, we have historically experienced a
substantial decline in revenue in the first quarter of each fiscal year relative
to the preceding quarter. Generally, we expect our quarter ending September 30
to reflect the effects of summer slowing of international business activity and
spending activity generally associated with that time of year, particularly in
Europe.
ANY DELAYS IN OUR NORMALLY LENGTHY SALES CYCLES COULD RESULT IN SIGNIFICANT
FLUCTUATIONS IN OUR QUARTERLY OPERATING RESULTS
Our sales cycle typically takes many months to complete and varies depending
on the product, service or solution that we are selling. Any delay in the sales
cycle of a large transaction or a number of smaller transactions could result in
significant fluctuations in our quarterly operating results. The length of the
sales cycle may vary depending on a number of factors over which we may have
little or no control, including the size of a potential transaction and the
level of competition that we encounter in our selling activities. Our sales
cycle can be further extended for sales made through third party distributors.
OUR FUTURE REVENUE IS SUBSTANTIALLY DEPENDENT UPON OUR INSTALLED CUSTOMERS
RENEWING MAINTENANCE AGREEMENTS FOR OUR PRODUCTS AND LICENSING ADDITIONAL
PRODUCTS; OUR FUTURE SERVICES AND MAINTENANCE REVENUE IS DEPENDENT ON FUTURE
SALES OF OUR SOFTWARE PRODUCTS
We depend on our installed customer base for future revenues from services
and licenses of additional products. If our customers fail to renew their
maintenance agreements, this could materially
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adversely affect our business and future quarterly and annual operating results.
The maintenance agreements are renewable annually at the option of the customers
and there are no minimum payment obligations or obligations to license
additional software. Therefore, our current customers may not necessarily
generate significant maintenance revenue in future periods. In addition, our
customers may not necessarily purchase additional products or services. Our
services revenue and maintenance revenue are also dependent upon the continued
use of these services by our installed customer base. Any downturn in our
software license revenue could adversely affect the growth of our services
revenue in future quarters. License revenue in fiscal 1997 was $378.2 million
and in fiscal 1998 was $383.5 million, both of which are significantly less than
fiscal 1996 when license revenue was $502.7 million.
OUR EXECUTIVE OFFICERS AND CERTAIN KEY PERSONNEL ARE CRITICAL TO OUR BUSINESS
AND SUCH OFFICERS AND KEY PERSONNEL MAY NOT REMAIN WITH INFORMIX IN THE FUTURE
The loss of the services of one or more of our senior executive officers or
key employees could materially adversely affect our business, results of
operations and financial condition. Our success will depend to a significant
extent on the continued service of our senior executives and certain other key
employees, including certain sales, consulting, technical and marketing
personnel. If we lost the services of one or more of our senior executives or
key employees, this could materially adversely affect our business, particularly
if one or more of our executives or key employees decided to join a competitor
or otherwise compete directly or indirectly with Informix. Of our senior
officers and key employees, only Mr. Finocchio, our current Chairman, President
and Chief Executive Officer, is bound by an employment agreement, the terms of
which are nonetheless at-will. In addition, we do not maintain key man life
insurance on our employees and have no plans to do so.
We recently announced changes to our senior management with the appointment
of Jean Yves Dexmier to the position of President and Chief Executive Officer,
effective July 16, 1999. Mr. Dexmier is currently Informix's Executive Vice
President, Worldwide Field Operations. Also effective July 16, 1999, Mr.
Finocchio will resign his position as President and Chief Executive Officer but
will continue as the Chairman of the Board. Although we anticipate a smooth
transition, the change could disrupt our business, management team and results
of operations.
OUR NEW EXECUTIVE TEAM MAY NOT BE ABLE TO SUCCESSFULLY WORK TOGETHER TO MEET OUR
BUSINESS OBJECTIVES, WHICH COULD ADVERSELY AFFECT OUR BUSINESS
Almost all of our executive officers, including our President and Chief
Executive Officer, our Executive Vice President, Worldwide Field Operations, and
our Executive Vice President, Finance and Chief Financial Officer, have joined
us since the beginning of fiscal 1997. Since joining us, the new management team
has devoted substantial efforts to restructuring our sales, marketing and
finance organizations after the announcement of the restatement of our financial
results for fiscal 1994, 1995 and 1996 and the first quarter of fiscal 1997 as a
result of errors and irregularities identified with our revenue recognition
practices during these periods. In addition, in fiscal 1998, we announced that
we were restructuring our business to expand our e-commerce and data warehousing
capabilities. Our management team has not worked together previously and may not
be able to successfully implement this strategy. If our management team is
unable to accomplish our business objectives, it could materially adversely
affect our business and our future quarterly and annual operating results.
PENDING LITIGATION AND SETTLEMENT ARRANGEMENTS COULD MATERIALLY ADVERSELY AFFECT
OUR BUSINESS
Since April 16, 1997, various holders of our common stock or options to
purchase our common stock have filed numerous separate lawsuits against us,
Ernst & Young LLP, who served as our former independent auditors, and certain of
our current and former officers and directors. Most of the lawsuits have been
filed as purported class actions by persons who claim that they purchased our
common stock during a purported class period. The complaints allege violations
of federal and state securities laws,
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fraud, and violations of California's unfair business practices statutes. Other
lawsuits were filed as derivative claims which allege that current and former
officers breached their fiduciary duties to Informix. In May 1999, we, along
with Ernst & Young and the individually named defendants, entered into a
memorandum of understanding to settle all such claims, with the possible
exception of two small lawsuits involving claims that total approximately
$165,000. However, the memorandum of understanding is subject to the negotiation
of a final settlement agreement and final approval by both state and federal
courts, and certain plaintiffs in the class may exclude themselves from the
settlement agreement. The continuing cost and uncertainty associated with
litigation with plaintiffs who do not participate in the settlement agreement
could divert management's time and attention away from business operations and
could adversely affect our business and financial condition. Moreover, if too
many plaintiffs elect not to participate in the settlement agreement, we may
decide not to enter into a final settlement agreement based upon the currently
negotiated memorandum of understanding. The costs and uncertainty associated
with continuing the litigation could materially adversely affect our business
and financial condition.
The memorandum of understanding concerning the settlement arrangements
provides that we shall pay $17 million in cash and issue a minimum of nine
million shares of common stock to the plaintiffs and their attorneys. The
payment and the issuance of the Common Stock will materially adversely affect
our operating results for the quarter ending June 30, 1999 and the year ending
December 31, 1999. Of the $17 million in cash to be paid under the settlement
approximately $13.8 million will be paid under our director and officer
insurance policies. The payment of cash and the number of shares issuable under
the settlement arrangements may increase materially depending on the trading
price of our common stock. The payment of additional cash and the issuance of
additional shares of our common stock could materially adversely affect our
future operating results.
In addition, if the settlement agreement is not approved by the courts, we
would be unable to determine the amount, if any, we may be required to pay in
connection with the resolution of these lawsuits, by settlement or otherwise,
and the size of any such payment could materially adversely affect our financial
condition. The complaints, in general, do not specify the amount of damages that
plaintiffs seek. The lawsuits are in the early stages of discovery. As a result,
we are unable to estimate the possible range of damages that might be incurred
as a result of the lawsuits if the settlement agreement is not approved by the
courts. We have not set aside any financial reserves relating to any of these
lawsuits.
THE PENDING SEC INVESTIGATION COULD ADVERSELY AFFECT OUR BUSINESS
In July 1997, the SEC issued a formal order of investigation of us and
certain unidentified individuals associated with us. The investigation relates
to non-specified accounting matters, financial reports, other public disclosures
and trading activity in our stock. While we do not know the current status of
the investigation or any possible actions that may be taken against us as a
result of the investigation, any action could adversely affect our business.
THERE ARE A NUMBER OF FACTORS ASSOCIATED WITH INTERNATIONAL OPERATIONS THAT
COULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS
Our international operations are, and any expanded international operations
will be, subject to a variety of risks associated with conducting business
internationally that could materially adversely affect our business and future
quarterly and annual operating results, including the following:
- Difficulties in staffing and managing international operations
- Problems in collecting accounts receivable
- Longer payment cycles
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- Fluctuations in currency exchange rates
- Seasonal reductions in business activity during the summer months in
Europe and certain other parts of the world
- Uncertainties relative to regional, political and economic circumstances
- Recessionary environments in foreign economies
- Increases in tariffs, duties, price controls or other restrictions on
foreign currencies or trade barriers imposed by foreign countries
International sales represented approximately 50% of our total revenue in
the first quarter of 1999. In particular, instability in the Asian-Pacific and
Latin American economies and financial markets, which combined accounted for
approximately 19% of our total net revenues in the first quarter of 1999, could
materially adversely affect our operating results in future quarters.
FLUCTUATIONS IN THE VALUE OF FOREIGN CURRENCIES COULD RESULT IN CURRENCY
TRANSACTION LOSSES
Despite our efforts to manage foreign exchange risk, there can be no
assurances that our hedging activities will adequately protect us against the
risks associated with foreign currency fluctuations. As a consequence, our
business, results of operations and financial condition could be materially
adversely affected by fluctuations in foreign currency exchange rates. Most of
our international revenue and expenses are denominated in local currencies. Due
to the substantial volatility of currency exchange rates, among other factors,
we cannot predict the effect of exchange rate fluctuations on our future
operating results. Although we take into account changes in exchange rates over
time in our pricing strategy, we do so only on an annual basis, resulting in
substantial pricing exposure as a result of foreign exchange volatility during
the period between annual pricing reviews. In addition, as noted previously, the
sales cycles for our products is relatively long. Foreign currency fluctuations
could, therefore, result in substantial changes in the financial impact of a
specific transaction between the time of initial customer contact and revenue
recognition.
In addition to the hedging program described above, we have implemented a
foreign exchange hedging program consisting principally of the purchase of
forward foreign exchange contracts, which is intended to hedge the value of
intercompany accounts receivable or intercompany accounts payable denominated in
foreign currencies against fluctuations in exchange rates until such receivables
are collected or payables are disbursed. This program involves the use of
forward contracts in the primary European and Asian currencies. Uncertainties
related to the Euro conversion could adversely affect our hedging activities.
WE MAY NOT SUCCESSFULLY DEVELOP NEW BUSINESS AREAS WHICH COULD ADVERSELY AFFECT
OUR BUSINESS
We have in recent years expanded our technology into a number of new
business areas to foster long-term growth, including application servers,
Internet/electronic commerce, and data warehousing. These areas are relatively
new to our product development and sales and marketing personnel. We may not be
able to compete effectively or generate significant revenues in these new areas.
DATA WAREHOUSING. In 1998 we announced that we were entering the data
warehousing market. The acquisition of Red Brick in December 1998 expanded our
presence in this market. Although demand for data warehouse software has grown
in recent years, the market is still emerging. Our future financial performance
in this area will depend to a large extent on:
- Continued growth in the number of organizations adopting data warehouses
- Our success in developing partnering arrangements with developers of
software tools and applications for the data warehouse market
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- Existing customers expanding their use of data warehouses
The data warehouse market, however, may not continue to grow and its
customers may not expand their use of data warehouses. A failure of the data
warehouse market to grow, or slower growth than we currently anticipate, could
materially adversely affect our business, operating results and financial
condition.
INTERNET COMPUTING. The success of Internet computing and, in particular,
our current Internet computing software products is difficult to predict because
Internet computing is new to the entire computer industry. The successful
introduction of Internet computing to the market will depend in large measure
on:
- The commitment by hardware and software vendors to manufacture, promote
and distribute Internet access appliances
- The lower cost of ownership of Internet computing relative to
client/server architecture
- The ease of use and administration relative to client/server architecture
In addition, sufficient numbers of vendors may not undertake a commitment to
the market, the market may not accept Internet computing or Internet computing
may not generate significant revenues for our business.
The widespread acceptance and adoption of the Internet by traditional
businesses for conducting business and exchanging information is likely only if
the Internet provides these businesses with greater efficiencies and
improvements. The failure of the Internet to continue to develop as a commercial
or business medium could materially adversely affect our business.
In addition, standards for network protocols, as well as other industry
adopted and de facto standards for the Internet, are evolving rapidly. There can
be no assurance that standards chosen by us will position our products to
compete effectively for business opportunities as they arise on the Internet and
other emerging areas.
ERRORS IN OUR PRODUCTS OR THE FAILURE OF OUR PRODUCTS TO CONFORM TO CUSTOMER
SPECIFICATIONS OR EXPECTATIONS COULD RESULT IN OUR CUSTOMERS DEMANDING REFUNDS
FROM US OR ASSERTING CLAIMS FOR DAMAGES AGAINST US OR IN DECREASED SALES OF
OUR PRODUCTS
Because our software products are complex, they often contain errors or
"bugs" that can be detected at any point in a product's life cycle. While we
continually test our products for errors and work with customers through our
customer support services to identify and correct bugs in our software, we
expect that errors in our products will continue to be found in the future.
Although many of these errors may prove to be immaterial, certain of these
errors could be significant. Detection of any significant errors may result in,
among other things, loss of, or delay in, market acceptance and sales of our
products, diversion of development resources, injury to our reputation, or
increased service and warranty costs. These problems could materially adversely
affect our business and future quarterly and annual operating results.
A key determinative factor in our future success will continue to be the
ability of our products to operate and perform well with existing and future
leading, industry-standard application software products intended to be used in
connection with RDBMS products. Failure to meet in a timely manner existing or
future interoperability and performance requirements of certain independent
vendors could adversely affect the market for our products.
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<PAGE>
Commercial acceptance of our products and services could also be adversely
affected by critical or negative statements or reports by brokerage firms,
industry and financial analysts and industry periodicals concerning us, our
products, business or competitors or by the advertising or marketing efforts of
competitors, or other factors that could adversely affect consumer perception.
PRODUCT LIABILITY CLAIMS ASSERTED AGAINST US IN THE FUTURE COULD ADVERSELY
AFFECT OUR BUSINESS
We may be subject to claims for damages related to product errors in the
future. While we carry insurance policies covering this type of liability, these
policies may not provide sufficient protection should a claim be asserted. A
material product liability claim could materially adversely affect our business.
Our license agreements with our customers typically contain provisions designed
to limit exposure to potential product liability claims. Such limitation of
liability provisions may, however, not be effective under the laws of certain
jurisdictions to the extent local laws treat certain warranty exclusions as
unenforceable. Although we have not experienced any product liability claims to
date, the sale and support of our products entail the risk of such claims. In
particular, issues relating to Year 2000 compliance have increased awareness of
the potential adverse effects of software defects and malfunctions.
WE MAY BE UNABLE TO RECRUIT AND RETAIN THE PERSONNEL WE NEED
We may be unable to attract, train and retain qualified personnel, and the
failure to do so, particularly in key functional areas such as product
development and sales, could materially adversely affect our business, results
of operations and financial condition. Our future success will likely depend in
large part on our ability to attract and retain additional experienced sales,
technical, marketing and management personnel. Competition for such personnel in
the computer software industry is intense, and in the past we have experienced
difficulty in recruiting qualified personnel, especially developers and sales
personnel. We expect competition for qualified personnel to remain intense, and
we may not succeed in attracting or retaining such personnel. In addition, new
employees generally require substantial training in the use of our products.
This training will require substantial resources and management attention.
RIGHTS OF SERIES B PREFERRED STOCKHOLDERS MAY ADVERSELY AFFECT OUR COMMON
STOCKHOLDERS
At March 31, 1999, 22,800 shares of series B preferred stock remained
outstanding. Holders of the series B preferred shares have certain rights that
may adversely affect holders of our common stock.
RIGHTS TO CONSENT TO CORPORATE TRANSACTIONS. Our agreements with the
purchasers of the series B preferred stock contain covenants that could impair
our ability to engage in various corporate transactions in the future, including
financing transactions and certain transactions involving a change-in-control or
acquisition of our assets or equity, or that could otherwise be disadvantageous
to us and the holders of our common stock. In particular, an acquisition may not
be affected without the consent of the holders of the outstanding series B
preferred stock or without requiring the acquiring entity to assume the series B
preferred stock or cause the series B preferred stock to be redeemed. These
provisions are likely to make an acquisition more difficult and expensive and
could discourage potential acquirors. We made certain covenants in connection
with the issuance of the series B preferred stock which could limit our ability
to obtain additional financing by, for example, providing the holders of the
series B preferred stock certain rights of first offer and prohibiting us from
issuing additional preferred stock without the consent of the series B preferred
stockholders.
CONVERSION RIGHTS. The shares of series B preferred stock are convertible
into shares of our common stock based on the trading prices of the common stock
during future periods that are described in the series B preferred stock
financing agreement. As a result, we are unable to determine the number of
shares of our common stock that may ultimately be issued upon conversion. If the
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<PAGE>
conversion price of the series B preferred stock is determined during a period
when the trading price of our common stock is low, the resulting number of
shares of our common stock issuable upon conversion of the series B preferred
stock could result in greater dilution to the holders of our common stock. We
are also obligated to issue upon conversion of the series B preferred stock
additional warrants to acquire shares of our common stock equal to 20% of the
total number of shares of common stock into which the series B preferred stock
converts. The exercise of these warrants will have further dilutive effect to
the holders of our common stock. As of March 31, 1999, series B preferred
stockholders had converted an aggregate of 27,200 shares of series B preferred
stock into 6,540,497 shares of our common stock and warrants to purchase an
aggregate of 1,508,088 shares of our common stock. At March 31, 1999, 22,800
shares of series B preferred stock remained outstanding and assuming a $4.00 per
share conversion price, were convertible into 5,700,000 shares of our common
stock and, assuming such conversion, warrants to purchase an aggregate of
1,140,000 additional shares of our common stock would become issuable upon such
conversion.
PENALTY PROVISION. The terms of the series B preferred financing agreement
also includes certain penalty provisions that are triggered if we fail to
satisfy certain obligations. For instance, we must keep a registration statement
effective for the resale of shares of our common stock issued or issuable upon
conversion of the series B preferred shares and upon exercise of the warrants.
WE RELY HEAVILY ON OUR INTELLECTUAL PROPERTY RIGHTS WHICH OFFER ONLY LIMITED
PROTECTION AGAINST POTENTIAL INFRINGERS; IF WE CANNOT PROTECT OUR INTELLECTUAL
PROPERTY RIGHTS, THIS COULD ADVERSELY AFFECT OUR BUSINESS
Our success will continue to be heavily dependent upon proprietary
technology. We rely primarily on a combination of patent, copyright and
trademark laws, trade secrets, confidentiality procedures and contractual
provisions to protect our proprietary rights. These means of protecting our
proprietary rights may not be adequate and our inability to protect our
intellectual property rights may adversely affect our business and financial
condition. We currently hold eight United States patents and several pending
applications. There can be no assurance that any other patents covering our
inventions will issue or that any patent, if issued, will provide sufficiently
broad protection or will prove enforceable in actions against alleged
infringers.
Our products are generally licensed to end-users on a "right-to-use" basis
under a license that restricts the use of the products for the customer's
internal business purposes. We also rely on "shrink-wrap" and "click-wrap"
licenses, which include a notice informing the end-user that, by opening the
product packaging or in the case of a click-wrap license by clicking on an
acceptance icon and downloading the product, the end-user agrees to be bound by
our license agreement. Despite such precautions, it may be possible for
unauthorized third parties to copy aspects of our current or future products or
to obtain and use information that we regard as proprietary. In addition, we
have licensed the source code of our products to certain customers under certain
circumstances and for restricted uses. We have also entered into source code
escrow agreements with a number of our customers that generally require release
of source code to the customer in the event we enter bankruptcy or liquidation
proceedings or otherwise ceasing to conduct business.
We may also be unable to protect our technology because:
- Our competitors may independently develop similar or superior technology
- Policing unauthorized use of our software is difficult
- The laws of some foreign countries do not protect our proprietary rights
to the same extent as do the laws of the United States
- "Shrink-wrap" and/or "click-wrap" licenses may be wholly or partially
unenforceable under the laws of certain jurisdictions
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<PAGE>
- Litigation to enforce our intellectual property rights, to protect our
trade secrets or to determine the validity and scope of the proprietary
rights of others could result in substantial costs and diversion of
resources and could materially adversely affect our business, future
operating results and financial condition
THIRD PARTIES IN THE FUTURE COULD ASSERT THAT OUR PRODUCTS INFRINGE THEIR
INTELLECTUAL PROPERTY RIGHTS, WHICH COULD ADVERSELY AFFECT OUR BUSINESS
Third parties may claim that our current or future products infringe their
proprietary rights. Any claim of this type could affect our relationships with
existing customers and prevent future customers from licensing our products. Any
such claim, with or without merit, could be time consuming, result in costly
litigation, cause product shipment delays or require us to enter into royalty or
licensing agreements. Royalty or license agreements may not be available on
acceptable terms or at all. We expect that software product developers will
increasingly be subject to infringement claims as the number of products and
competitors in the software industry segment grows and the functionality of
products in different industry segments overlaps. As a result of these factors,
infringement claims could materially adversely affect our business.
POTENTIAL YEAR 2000 PROBLEMS WITH OUR SOFTWARE OR OUR INTERNAL OPERATING SYSTEMS
COULD ADVERSELY AFFECT OUR BUSINESS
THIRD PARTY EQUIPMENT AND SOFTWARE. We may incur large costs and the
disruption of our business if any key systems fail as a result of Year 2000
problems. We use third party equipment and software that may not be Year 2000
compliant. If this third party equipment or software does not operate properly
with regard to the Year 2000, we may incur unexpected expenses to remedy any
problems. These costs may materially adversely affect our business. In addition,
if our key systems, or a significant number of our systems, failed as a result
of Year 2000 problems we could incur substantial costs and disruption of our
business. To the extent we are relying on the products of other vendors to
resolve Year 2000 issues, we may experience delays in implementing the products.
The failure to correct a significant Year 2000 problem could result in an
interruption in, or a failure of, certain normal business activities or
operations which could harm our business. In addition, we may not have enough
available personnel to implement and complete in a timely manner our Year 2000
project.
OUR PRODUCTS. If any of our licensees experience Year 2000 problems as a
result of their use of our software products, those licensees could assert
claims for damages which, if successful, could materially adversely affect our
business, future operating results and financial condition. In the ordinary
course of our business, we test and evaluate our software products. We believe
that our software products are generally Year 2000 compliant, meaning that the
use or occurrence of dates on or after January 1, 2000 will not adversely affect
the performance of our products with respect to four-digit year dates or the
ability of our products to correctly create, store, process and output
information related to such date data, including Leap Year calculations.
However, we may learn that certain of our software products do not contain all
necessary software routines and codes necessary for the accurate calculation,
display, storage and manipulation of such date data. In addition, in certain
cases, we have warranted that the use or occurrence of dates on or after January
1, 2000 will not adversely affect the performance of our products with respect
to four digit date dependent data or the ability to create, store, process and
output information related to such data.
ANY ACQUISITION OR INVESTMENT THAT WE MAY MAKE WILL BE SUBJECT TO A NUMBER OF
FACTORS WHICH COULD MATERIALLY ADVERSELY AFFECT OUR BUSINESS; ANY INVESTMENT
OR ACQUISITION MAY DILUTE EXISTING STOCKHOLDERS
In the future we may acquire, or invest in, businesses that offer products,
services and technologies that we believe would help us expand or enhance our
products and services or help us expand our
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<PAGE>
distribution channels. If we were to make such an acquisition or investment, the
risks described below could materially adversely affect our business and future
operating results. Any future acquisition or investment would present risks
commonly encountered in acquisitions of or investments in businesses. The
following are examples of such risks:
- Difficulty in combining the technology, operations or work force of the
acquired business
- Disruption of our on-going businesses
- Difficulty in realizing the potential financial or strategic benefits of
the transaction
- Difficulty in maintaining uniform standards, controls, procedures and
policies
- Possible impairment of relationships with employees and customers as a
result of any integration of new businesses and management personnel
The consideration for any future acquisition could be paid in cash, shares
of our common stock, or a combination of cash and our common stock. If the
consideration is paid in common stock, this would further dilute existing
stockholders. Any amortization of goodwill or other assets resulting from such
acquisition transaction could materially adversely affect our operating results
and financial condition.
COSTS ASSOCIATED WITH EURO CONVERSION ISSUES MAY ADVERSELY AFFECT OUR BUSINESS
Costs associated with conversion to the Euro could materially adversely
affect our operating results and financial condition. We have reviewed the
effect of the conversion to the Euro on the prices of our products in the
affected countries. As a result, we have made some adjustments to our prices to
attempt to eliminate differentials that were identified. We have not completed
our review of the impact of conversion to the Euro on our business, but it is
possible that costs associated with ensuring that our products and internal
operating systems are able to effectively work with the Euro conversion, or
price adjustments resulting from the Euro conversion, could be material to our
business.
OUR UNDESIGNATED PREFERRED STOCK MAY INHIBIT POTENTIAL ACQUISITION BIDS; THIS
MAY ADVERSELY AFFECT THE MARKET PRICE FOR OUR COMMON STOCK AND THE VOTING
RIGHTS OF THE HOLDERS OF COMMON STOCK
Our board of directors is authorized to issue up to 5,000,000 shares of
undesignated preferred stock in one or more series. Of the 5,000,000 shares of
preferred stock, 440,000 shares have been designated series A preferred, none of
which is outstanding; 440,000 shares have been designated series A-1 preferred,
none of which is outstanding; 50,000 shares have been designated series B
preferred, of which 22,800 shares remained outstanding as of March 31, 1999.
Subject to the prior consent of the holders of the series B preferred stock, the
board of directors can fix the price, rights, preferences, privileges and
restrictions of such preferred stock without any further vote or action by our
stockholders. However, the issuance of shares of preferred stock may delay or
prevent a change in control transaction without further action by our
stockholders. As a result, the market price of our common stock and the voting
and other rights of the holders of our common stock may be adversely affected.
The issuance of preferred stock with voting and conversion rights may adversely
affect the voting power of the holders of our common stock, including the loss
of voting control to others.
CERTAIN PROVISIONS IN OUR CHARTER DOCUMENTS MAY INHIBIT POTENTIAL ACQUISITION
BIDS; THIS MAY ADVERSELY AFFECT THE MARKET PRICE FOR OUR COMMON STOCK AND
PREVENT CHANGES IN OUR MANAGEMENT
Certain provisions of our charter documents are designed to reduce our
vulnerability to an unsolicited acquisition proposal. These include:
- Elimination of the right of stockholders to act without holding a meeting
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- Certain procedures for nominating directors and submitting proposals for
consideration at stockholder meetings
- A board of directors divided into three classes, with each class standing
for election once every three years
These provisions are intended to enhance the likelihood of continuity and
stability in the composition of the board of directors and in the policies
formulated by the board of directors and to discourage certain types of
transactions involving an actual or threatened change of control. These
provisions are designed to reduce our vulnerability to an unsolicited
acquisition proposal and, accordingly, could discourage potential acquisition
proposals and could delay or prevent a change in control. Such provisions are
also intended to discourage certain tactics that may be used in proxy fights but
could, however, have the effect of discouraging others from making tender offers
for shares of our common stock and, consequently, may also inhibit fluctuations
in the market price of our common stock that could result from actual or rumored
takeover attempts. These provisions may also have the effect of preventing
changes in our management. In addition, we have adopted a rights agreement,
commonly referred to as a "poison pill," that grants holders of our common stock
preferential rights in the event of an unsolicited takeover attempt. These
rights are denied to any stockholder involved in the takeover attempt and this
has the effect of requiring cooperation with our board of directors. This may
also prevent an increase in the market price of our common stock resulting from
actual or rumored takeover attempts. The rights agreement could also discourage
potential acquirors from making unsolicited acquisition bids.
DELAWARE LAW MAY INHIBIT POTENTIAL ACQUISITION BIDS; THIS MAY ADVERSELY AFFECT
THE MARKET PRICE FOR INFORMIX COMMON STOCK AND PREVENT CHANGES IN OUR
MANAGEMENT
We are incorporated in Delaware and are subject to the antitakeover
provisions of the Delaware General Corporation Law, which regulates corporate
acquisitions. Delaware law prevents certain Delaware corporations, including
those corporations, such as us, whose securities are listed for trading on the
Nasdaq National Market, from engaging, under certain circumstances, in a
"business combination" with any "interested stockholder" for three years
following the date that the stockholder became an interested stockholder. For
purposes of Delaware law, a "business combination" would include, among other
things, a merger or consolidation involving us and an interested stockholder and
the sale of more than 10% of our assets. In general, Delaware law defines an
"interested stockholder" as any entity or person beneficially owning 15% or more
of the outstanding voting stock of a corporation and any entity or person
affiliated with or controlling or controlled by such entity or person. Under
Delaware law, a Delaware corporation may "opt out" of the antitakeover
provisions. We do not intend to "opt out" of these antitakeover provisions of
Delaware Law.
OUR COMMON STOCK LIKELY WILL BE SUBJECT TO SUBSTANTIAL PRICE AND VOLUME
FLUCTUATIONS DUE TO A NUMBER OF FACTORS, CERTAIN OF WHICH ARE BEYOND OUR
CONTROL
Stock prices and trading volumes for many software companies fluctuate
widely for a number of reasons, including some reasons which may be unrelated to
their businesses or results of operations. This market volatility, as well as
general domestic or international economic, market and political conditions,
could materially adversely affect the market price of our common stock without
regard to our operating performance. In addition, our operating results may be
below the expectations of public market analysts and investors. If this were to
occur, the market price of our common stock would likely decrease significantly.
The market price of our common stock has fluctuated significantly in the past
and may continue to fluctuate significantly because of:
- Market uncertainty about our business prospects or the prospects for the
RDBMS market in general
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- Revenues or results of operations that do not match analysts' expectations
- The introduction of new products or product enhancements by us or our
competitors
- General business conditions in the software industry
- Changes in the mix of revenues attributable to domestic and international
sales
- Seasonal trends in technology purchases and other general economic
conditions
THIS PROSPECTUS CONTAINS FORWARD LOOKING STATEMENTS
This prospectus, including the information incorporated by reference herein,
contains forward-looking statements within the meaning of Section 27A of the
Securities Act and Section 21E of the Exchange Act. These forward-looking
statements include, but are not limited to, statements about our plans,
objectives, expectations and intentions and other statements contained in the
prospectus that are not historical facts. When used in this prospectus, the
words "expects," "anticipates," "intends," "plans," "believes," "seeks,"
"estimates" and similar expressions are generally intended to identify
forward-looking statements. Because these forward-looking statements involve
risks and uncertainties, there are important facts that could cause actual
results to differ materially from those expressed or implied by these
forward-looking statements, including our plans, objectives, expectations and
intentions and other factors discussed under "Risk Factors." Our actual results
could differ materially from those projected in the forward-looking statements
as a result of the risk factors set forth above. In particular, please review
the sections captioned "Management's Discussion and Analysis of Financial
Condition and Results of Operations" in our annual report on Form 10-K for the
fiscal year ended December 31, 1998 and our quarterly report on Form 10-Q for
the quarter ended March 31, 1999, which reports are incorporated herein by
reference and such section of any subsequently filed Exchange Act reports. In
connection with forward-looking statements which appear in these disclosures,
prospective purchasers of the shares offered hereby should carefully consider
the factors set forth in this prospectus under "Risk Factors."
USE OF PROCEEDS
Informix will not receive any proceeds from the sale of the shares by the
selling stockholders.
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SELLING STOCKHOLDERS
The following table sets forth certain information regarding the beneficial
ownership of Informix's common stock by each selling stockholder as of March 31,
1999. Applicable percentage ownership is based on 189,689,739 shares of common
stock outstanding as of March 31, 1999, together with applicable warrants for
such stockholder. Such outstanding common stock share figure assumes the
conversion of the 22,800 shares of series B preferred outstanding as of March
31, 1999 into 5,700,000 shares of common stock based on an assumed conversion
ratio of 250 shares of common stock for each outstanding share of series B
preferred. Certain shares of common stock that were issued upon the prior
conversion of shares of series B preferred may have been previously resold by a
selling stockholder. Beneficial ownership is determined in accordance with the
rules of the SEC and generally includes voting or investment power with respect
to securities. Shares of common stock subject to warrants that are presently
exercisable or exercisable within 60 days of March 31, 1999 are deemed to be
beneficially owned by the selling stockholder holding such warrants 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
selling stockholder. The number of shares of common stock purchasable upon
exercise of warrants includes warrants previously issued in connection with
prior conversions of series B preferred shares and warrants which will be
issuable in connection with future conversions of series B preferred shares
assuming a future conversion ratio of 250 shares of common stock for each
outstanding share of series B preferred. The warrants are exercisable at a per
share price of $7.84.
<TABLE>
<CAPTION>
NUMBER NUMBER NUMBER BENEFICIAL OWNERSHIP OF NUMBER OF
ISSUABLE PREVIOUSLY ISSUABLE COMMON STOCK PRIOR TO SHARES OF
UPON SERIES ISSUED UPON UPON OTHER OFFERING COMMON
B SERIES B WARRANT SHARES ---------------------------- STOCK
SELLING STOCKHOLDERS CONVERSION CONVERSION EXERCISE HELD TOTAL NUMBER PERCENT OFFERED
- ------------------------------ ----------- ----------- --------- --------- ------------- ------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
CC Investments, LDC........... 750,000 2,054,940 610,983 -- 3,415,923 1.8% 3,415,923
Marshall Capital Management,
Inc......................... 3,200,000 1,811,898 1,082,376 -- 6,094,274 3.2 6,094,274
Capital Ventures
International............... 1,750,000 2,673,658 954,729 -- 5,378,387 2.8 5,378,387
The Shemano Group............. -- -- 50,000 100,000 150,000 * 150,000
<CAPTION>
BENEFICIAL OWNERSHIP OF
COMMON STOCK AFTER
OFFERING
------------------------
SELLING STOCKHOLDERS NUMBER PERCENT
- ------------------------------ ----------- -----------
<S> <C> <C>
CC Investments, LDC........... -- --%
Marshall Capital Management,
Inc......................... -- --
Capital Ventures
International............... -- --
The Shemano Group............. -- --
</TABLE>
- ------------------------------
* Less than 1%.
The following table sets forth certain information regarding the beneficial
ownership of Informix's series B preferred, by each selling stockholder other
than The Shemano Group which does not and has never held any series B preferred.
Prior to March 31, 1999, the selling stockholders had converted certain shares
of series B preferred at various times at conversion prices determined by the
market price of Informix common stock at the time of conversion. In connection
with such previous conversions of shares of series B preferred, warrants to
purchase an aggregate of 1,508,088 shares of common stock were also issued to
the selling stockholders. None of those warrants had been exercised as of March
31, 1999.
<TABLE>
<CAPTION>
INFORMATION RELATED TO BENEFICIAL OWNERSHIP OF SERIES B PREFERRED
-----------------------------------------------------------------------------------------------------------
NUMBER OF SHARES OF
COMMON STOCK
PURCHASABLE UPON
NUMBER OF AS OF MARCH 31, 1999 SHARES OF COMMON EXERCISE OF
SERIES B SHARES NUMBER OF SERIES ------------------------------ STOCK ISSUED UPON WARRANTS ISSUED IN
ORIGINALLY B SHARES NUMBER OF PRIOR CONVERSION CONNECTION WITH
PURCHASED IN PREVIOUSLY SERIES B PERCENT OF OF SERIES B PRIOR SERIES B
SELLING STOCKHOLDERS NOVEMBER 1997 CONVERTED SHARES HELD CLASS PREFERRED SHARES CONVERSIONS
- ---------------------- --------------- ----------------- ------------- --------------- ------------------ -------------------
<S> <C> <C> <C> <C> <C> <C>
CC Investments, LDC... 12,500 9,500 3,000 15% 2,054,940 460,983
Marshall Capital
Management, Inc..... 20,000 7,200 12,800 55 1,811,898 442,376
Capital Ventures
International....... 17,500 10,500 7,000 30 2,673,658 604,729
</TABLE>
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PLAN OF DISTRIBUTION
Informix will not receive any proceeds from the sale of the shares. The
shares are being offered on behalf of the selling stockholders. The shares may
be sold or distributed from time to time by the selling stockholders, or by
pledgees, donees or transferees of, or other successors in interest to, the
selling stockholders, directly to one or more purchasers (including pledgees) or
through brokers, dealers or underwriters who may act solely as agents or may
acquire shares as principals, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices, at negotiated prices, or at
fixed prices, which may be changed.
The sale of the shares may be effected in one or more of the following
methods:
- ordinary brokers' transactions, which may include long or short sales;
- transactions involving cross or block trades or otherwise on the Nasdaq
National Market;
- purchases by brokers, dealers or underwriters as principals and resale by
such purchasers for their own accounts pursuant to this prospectus;
- "at the market" to or through market makers or into an existing market for
the shares;
- in other ways not involving market makers or established trading markets,
including direct sales to purchasers or sales effected through agents;
- through transactions in options, swaps or other derivatives (whether
exchange-listed or otherwise); or
- any combination of the foregoing, or by any other legally available means.
In addition, the selling stockholders or their successors in interest may
enter into hedging transactions with broker-dealers who may engage in short
sales of shares in the course of hedging the positions they assume with the
selling stockholders. The selling stockholders or their successors in interest
may also enter into option or other transactions with broker-dealers that
require the delivery by such broker-dealers of the shares, which shares may be
resold thereafter pursuant to this prospectus.
Brokers, dealers, underwriters or agents participating in the distribution
of the shares as agents may receive compensation in the form of commissions,
discounts or concessions from the selling stockholders and/or purchasers of the
shares for whom such broker-dealers may act as agent, or to whom they may sell
as principals, or both (which compensation as to a particular broker-dealer may
be less than or in excess of customary commissions). The selling stockholders
and any broker-dealers who act in connection with the sale of shares hereunder
may be deemed to be "Underwriters" within the meaning of the Securities Act, and
any commissions they receive and proceeds of any sale of shares may be deemed to
be underwriting discounts and commissions under the Securities Act. Neither
Informix nor any selling stockholder can presently estimate the amount of such
compensation. Informix knows of no existing arrangements between any selling
stockholder, any other stockholder, broker, dealer, underwriter or agent
relating to the sale or distribution of the shares.
To the extent required, the specific shares of common stock to be sold, the
names of the selling stockholders, purchase price, public offering price, the
names of any such agent, dealer or underwriter and any applicable commission or
discount with respect to a particular offering will be set forth in an
accompanying prospectus supplement.
Informix has agreed to bear all expenses incurred in connection with
registration, filing or qualification of the shares under federal and state
securities laws, other than underwriting discounts and commissions and fees and
expenses of counsel for the holders of series B preferred. Such expenses
include, without limitation, all registration, filing and qualification fees,
printers' and accounting fees and the fees and disbursements of counsel for
Informix, including any fees incurred in connection with
19
<PAGE>
the delivery of opinions by Informix's counsel to the holders of series B
preferred regarding the effectiveness of the registration statement for the
shares. In addition, Informix has agreed to indemnify the selling stockholders,
other than The Shemano Group, against certain liabilities, including certain
potential liabilities under the Securities Act, or to contribute payments to the
selling stockholders as may be required in respect thereof. Such liabilities
include losses arising out of any untrue statement or alleged untrue statement
of material fact in the registration statement, or any preliminary or final
prospectus thereto including any supplements or amendments, and any omission or
alleged omission of a material fact required to be stated therein, or necessary
to make the statements therein not misleading.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Informix,
Informix has been advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
LEGAL MATTERS
The validity of the shares of common stock offered hereby has been passed
upon for Informix by Wilson Sonsini Goodrich & Rosati, Professional Corporation,
Palo Alto, California.
EXPERTS
The consolidated financial statements of Informix Corporation as of and for
the year ended December 31, 1998, have been incorporated by reference herein in
reliance upon the report of KPMG LLP, independent certified public accountants,
incorporated by reference, and upon the authority of said firm as experts in
accounting and auditing.
The consolidated financial statements of Informix Corporation incorporated
by reference in this prospectus and registration statement have been audited by
Ernst & Young LLP, independent auditors, to the extent indicated in their report
thereon incorporated by reference herein. Such consolidated financial statements
have been incorporated herein by reference in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.
SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of Informix
pursuant to the foregoing provisions, or otherwise, Informix has been advised
that in the opinion of the SEC 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 Informix of expenses incurred or paid by a director, officer, or
controlling person of Informix 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, Informix 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.
20
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, payable by Informix
in connection with the sale of common stock being registered. All amounts are
estimates except the SEC registration fee and the Nasdaq National Market fee.
<TABLE>
<CAPTION>
AMOUNT TO
BE PAID
----------
<S> <C>
SEC registration fee.................................................................................. $ 35,255
Nasdaq National Market additional shares listing fee.................................................. 17,500
Printing expenses..................................................................................... 28,000
Legal fees and expenses............................................................................... 50,000
Accounting fees and expenses.......................................................................... 60,000
Miscellaneous expenses................................................................................ 24,245
----------
Total............................................................................................... $ 217,500
----------
----------
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law permits a corporation to
include in its charter documents and in agreements between the corporation and
its directors and officers, provisions expanding the scope of indemnification
beyond that specifically provided by the current law.
Article Eight of Informix's Amended and Restated Certificate of
Incorporation provides for the indemnification of directors to the fullest
extent permitted under Delaware law.
Article VI of Informix's Bylaws provides that Informix shall indemnify its
officers and directors to the fullest extent permitted under the General
Corporation Law of Delaware, and provide that Informix may, to the extent
authorized from time to time by Informix's Board of Directors, indemnify its
employees and agents.
Informix has entered into indemnification agreements with its directors and
executive officers, in addition to the indemnification provided for in
Informix's Bylaws, and intends to enter into indemnification agreements with any
new directors and executive officers in the future.
II-1
<PAGE>
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------------------
<C> <S>
5.1(2) Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation regarding legality of the
securities of the securities being registered
23.1 Consent of KPMG LLP, Independent Auditors
23.2(1) Consent of Ernst & Young LLP, Independent Auditors
24.1(2) Power of Attorney
24.2(2) Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1)
24.3(2) Power of Attorney relating to George Reyes
24.4(1) Power of Attorney relating to Howard Bain
24.5(1) Power of Attorney relating to Stephanie Schwartz
27.1(3) Financial Data Schedule
27.2(3) Financial Data Schedule for fiscal years ended December 31, 1996, 1995 and 1994
27.3(4) Financial Data Schedule for quarters in the fiscal year ended December 31, 1998
27.4(3) Financial Data Schedule for quarters in the fiscal year ended December 31, 1997
27.5(3) Financial Data Schedule for quarters in the fiscal year ended December 31, 1996
</TABLE>
- ------------------------
(1) Filed herewith.
(2) Previously filed.
(3) Incorporated by reference to exhibits filed with Registrant's annual report
on Form 10-K for fiscal year ended December 31, 1997.
(4) Incorporated by reference to exhibits filed with Registrant's annual report
on Form 10-K for fiscal year ended December 31, 1998.
ITEM 17. UNDERTAKINGS
Informix hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(b) 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;
(c) 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) and (b) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by Informix pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
II-2
<PAGE>
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.
4. That, for the purpose of determining any liability under the Securities
Act, each filing of Informix'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.
5. To deliver or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and furnished
pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Exchange Act; and, where interim financial information required to be presented
by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver,
or cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
6. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of Informix
pursuant to the foregoing provisions, or otherwise, Informix has been advised
that in the opinion of the SEC 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 Informix of expenses incurred or paid by a director, officer, or
controlling person of Informix 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, Informix 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Informix certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 3 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Menlo Park,
State of California, on the 2nd day of June, 1999.
<TABLE>
<S> <C> <C>
INFORMIX CORPORATION
By: /s/ ROBERT J. FINOCCHIO, JR.*
-----------------------------------------
Robert J. Finocchio, Jr.*
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE
OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 3 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ ROBERT J. FINOCCHIO, Chairman, President and
JR.* Chief Executive Officer
- ------------------------------ (Principal Executive June 2, 1999
Robert J. Finocchio, Jr.* Officer)
/s/ JEAN-YVES DEXMIER
- ------------------------------ Executive Vice President June 2, 1999
Jean-Yves Dexmier
Vice President and Chief
/s/ HOWARD A. BAIN III Financial Officer
- ------------------------------ (Principal Financial June 2, 1999
Howard A. Bain III Officer)
/s/ STEPHANIE P. SCHWARTZ Vice President, Corporate
- ------------------------------ Controller (Principal June 2, 1999
Stephanie P. Schwartz Accounting Officer)
/s/ LESLIE G. DENEND*
- ------------------------------ Director June 2, 1999
Leslie G. Denend*
/s/ ALBERT F. KNORP, JR.*
- ------------------------------ Director June 2, 1999
Albert F. Knorp, Jr.*
/s/ JAMES L. KOCH*
- ------------------------------ Director June 2, 1999
James L. Koch*
/s/ THOMAS A. MCDONNELL*
- ------------------------------ Director June 2, 1999
Thomas A. McDonnell*
/s/ GEORGE REYES*
- ------------------------------ Director June 2, 1999
George Reyes*
/s/ CYRIL J. YANSOUNI*
- ------------------------------ Director June 2, 1999
Cyril J. Yansouni*
</TABLE>
<TABLE>
<S> <C> <C>
*By: /s/ JEAN-YVES
DEXMIER
- ------------------------------
Jean-Yves
Dexmier
ATTORNEY-IN-FACT
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- ------------- -----------------------------------------------------------------------------------------------------
<C> <S>
5.1(2) Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation regarding legality of the
securities of the securities being registered
23.1(1) Consent of KPMG LLP, Independent Auditors
23.2(1) Consent of Ernst & Young LLP, Independent Auditors
24.1(2) Power of Attorney
24.2(2) Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1)
24.3(2) Power of Attorney relating to George Reyes
24.4(1) Power of Attorney relating to Howard Bain
24.5(1) Power of Attorney relating to Stephanie Schwartz
27.1(3) Financial Data Schedule
27.2(3) Financial Data Schedule for fiscal years ended December 31, 1996, 1995 and 1994
27.3(4) Financial Data Schedule for quarters in the fiscal year ended December 31, 1998
27.4(3) Financial Data Schedule for quarters in the fiscal year ended December 31, 1997
27.5(3) Financial Data Schedule for quarters in the fiscal year ended December 31, 1996
</TABLE>
- ------------------------
(1) Filed herewith.
(2) Previously filed.
(3) Incorporated by reference to exhibits filed with Registrant's annual report
on Form 10-K for fiscal year ended December 31, 1997.
(4) Incorporated by reference to exhibits filed with Registrant's annual report
on Form 10-K for fiscal year ended December 31, 1998.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our report dated January 27, 1999 incorporated
herein by reference and to the reference to our firm under the heading "Experts"
in the Post-Effective Amendment No. 3 to the Registration Statement (Form S-1
No. 333-43991) on Form S-3.
/s/ KPMG LLP
Mountain View, California
June 1, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Post-Effective Amendment No. 3 to the Registration Statement (Form S-1 No.
333-43991) on Form S-3 and related prospectus of Informix Corporation for the
registration of 22,950,000 shares of its common stock and to the incorporation
by reference therein of our report dated March 2, 1998, with respect to the
consolidated balance sheet of Informix Corporation as of December 31, 1997, the
related consolidated statements of operations, stockholder equity, and cash
flows and financial statement schedule for each of the two years in the period
ended December 31, 1997 included in its Annual Report (Form 10-K) for the year
ended December 31, 1998, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Jose, California
June 2, 1999
<PAGE>
EXHIBIT 24.4
INFORMIX CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that THE UNDERSIGNED 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 post-effective amendments to the Registration Statement on Form S-3 of
Informix Corporation (file number 333-43991), and to sign any registration
statement for the same offering covered by the Registration Statement that is to
be effective upon filing pursuant to 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.
Dated: June 2, 1999
/s/ HOWARD A. BAIN III
--------------------------------------
Howard A. Bain III
<PAGE>
EXHIBIT 24.5
INFORMIX CORPORATION
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that THE UNDERSIGNED 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 post-effective amendments to the Registration Statement on Form S-3 of
Informix Corporation (file number 333-43991), and to sign any registration
statement for the same offering covered by the Registration Statement that is to
be effective upon filing pursuant to 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.
Dated: June 2, 1999
/s/ STEPHANIE P. SCHWARTZ
--------------------------------------
Stephanie P. Schwartz
