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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 2000
INFORMIX CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-15325 94-3011736
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(STATE OR OTHER JURISDICTION OF (COMMISSION (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NO.)
4100 BOHANNON DRIVE, MENLO PARK, CALIFORNIA 94025
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(Address of principal executive offices of Registrant, including zip code)
(650) 926-6300
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(Registrant's telephone number, including area code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 1, 2000, Informix Corporation, a Delaware corporation
("Informix"), completed its acquisition of Ardent Software, Inc., a Delaware
corporation ("Ardent"), a provider of data integration infrastructure
software for data warehouse, business intelligence, and e-business
applications (the "Merger"). The Merger occurred pursuant to the terms of an
Agreement and Plan of Reorganization dated as of November 30, 1999 (the
"Merger Agreement") by and among Informix, Ardent and Iroquois Acquisition
Corporation, a wholly-owned subsidiary of Informix. In the Merger, Ardent
became a wholly owned subsidiary of Informix and the former stockholders of
Ardent received 3.5 shares of Informix Common Stock in exchange for each
share of Ardent Common Stock. An aggregate of approximately 70,473,000 shares
of Informix Common Stock were issuable pursuant to the Merger. In addition,
approximately 18,800,000 shares of Informix Common Stock are issuable in
connection with the exercise of options and warrants to purchase Ardent
Common Stock that Informix assumed in connection with the Merger. Informix
will pay the former Ardent stockholders cash in lieu of any fractional shares
that would otherwise be issued in the Merger.
The Common Stock of Informix issued in the Merger was registered
under the Securities Act of 1933, as amended (the "Securities Act"), pursuant
to a Registration Statement on Form S-4 (File No. 333-95305) (the
"Registration Statement") which the Securities and Exchange Commission (the
"Commission") declared effective on January 27, 2000. The acquisition was
structured as a tax-free reorganization and is being accounted as a pooling
of interests.
The Merger is more fully described in Informix's Registration
Statement. The Merger Agreement was included as Appendix A to the Joint Proxy
Statement/Prospectus contained in the Registration Statement and is
incorporated herein by reference as Exhibit 2.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The following financial statements filed with the Securities and
Exchange Commission by Ardent (File No. 001-13631) are incorporated herein by
reference:
(i) The consolidated balance sheets of Ardent as of
December 31, 1998 and 1997, the consolidated statements of operations,
stockholders' equity, comprehensive income (loss) and cash flows for each of
the years ended December 31, 1998, 1997 and 1996, the related notes to
consolidated financial statements and the Report of Independent Accountants
thereon contained in Item 8 of the Annual Report on Form 10-K of Ardent for
the year ended December 31, 1998 (but no other portions of such Form 10-K).
(ii) The unaudited condensed consolidated balance sheets of
Ardent as of September 30, 1999 and December 31, 1998, the unaudited
condensed consolidated statements of operations, comprehensive income (loss)
and cash flows for the nine months ended September 30, 1999 and 1998, and the
related notes to condensed consolidated financial statements contained in the
Quarterly
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Report on Form 10-Q of Ardent for the quarter ended September 30, 1999 (but
no other portions of such Form 10-Q).
(b) PRO FORMA FINANCIAL INFORMATION.
The unaudited pro forma combined condensed balance sheet as of
September 30, 1999 and the unaudited pro forma combined condensed statements
of operations for the nine-months ended September 30, 1999 and 1998 and for
the years ended December 31, 1998, 1997, 1996 and the related notes to
unaudited pro forma combined condensed financial statements are incorporated
herein by reference from the section captioned "Unaudited Pro Forma Combined
Condensed Financial Statements" on pages 82 through 89 of the Joint Proxy
Statement/Prospectus included in the Registration Statement.
(c) EXHIBITS
2.1 Agreement and Plan of Reorganization, dated as of
November 30, 1999, by and among Informix Corporation, a
Delaware corporation, Iroquois Acquisition Corporation,
a Delaware corporation and wholly-owned subsidiary of
Informix, and Ardent Software, Inc., a Delaware
corporation (Incorporated by reference to the
Registrant's Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 6, 1999).
23.1 Consent of Deloitte & Touche LLP, Independent Auditors.
23.2 Consent of PricewaterhouseCoopers LLP, Independent
Accountants.
99.1 Press Release dated March 1, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: March 8, 2000
INFORMIX CORPORATION
(Registrant)
/S/ GARY LLOYD
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Gary Lloyd
Vice President, Legal and General Counsel
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration
Statement No. 333-90667 on Form S-3 and Registration Statements Nos.
33-11161, 33-22862, 33-31116, 33-31117, 33-50608, 33-50610, 33-56707,
333-01409, 333-31369, 333-31371, 333-61843, 333-70323 and 333-89231 on Form
S-8 of Informix Corporation of our report dated January 22, 1999 (March 30,
1999 as to Note 13 to the consolidated financial statements) (relating to the
consolidated financial statements of Ardent Software, Inc., which report
expresses an unqualified opinion, refers to, and expresses reliance upon, the
report of other auditors on the consolidated financial statements of Unidata,
Inc. for the year ended June 30, 1996, and includes an explanatory paragraph
regarding the restatement of the 1996 statement of operations), appearing in
the Annual Report on Form 10-K of Ardent Software, Inc. for the year ended
December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
Boston, Massachusetts
March 6, 2000
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-3 (No. 333-90667) and the Registration
Statements on Form S-8 (No. 333-01409, 33-11161, 33-22862, 333-31116,
33-31117, 333-31369, 33-31371, 33-50608, 33-50610, 33-56707, 333-61843,
333-70323 and 333-89231) of Informix Corporation of our report dated October
25, 1996 relating to the financial statements of Unidata, Inc., which appears
in the Annual Report of Form 10-K of Ardent Software, Inc. for the year ended
December 31, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
March 8, 2000
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EXHIBIT 99.1
PRESS RELEASE
Informix Corporation Completes Acquisition of Ardent Software
Transaction Creates Largest Single Provider of Critical Software Infrastructure
for the Internet Economy: Business and Web Intelligence Solutions
MENLO PARK, Calif.--March 1, 2000--Informix-Registered Trademark-
Corporation (NASDAQ: IFMX), the technology leader in software infrastructure
for the i.Economy, today completed its acquisition of Ardent Software, Inc.
(NASDAQ: ARDT) of Westboro, Mass., the leading provider of data integration
infrastructure software for data warehouse, business intelligence, and
e-business applications. Under terms of the transaction approved today by the
stockholders of both companies, Ardent stockholders will receive 3.5 shares
of Informix common stock for each share of Ardent common stock. The
acquisition is valued at approximately $1.1 billion based on Informix's
closing price on Tuesday, February 29. The transaction will be accounted for
as a pooling of interests. Informix expects the acquisition to be accretive
to earnings in 2000.
"By combining with Ardent, we are now the first and only software
provider that offers all the components of an end-to-end integrated
e-commerce and business intelligence solution," said Jean-Yves Dexmier,
president and chief executive officer of Informix. "Winning in the
i.Economy-TM- requires that business intelligence and e-commerce solutions be
tightly integrated to drive dynamic content and commerce, and Informix now
stands alone in its ability to provide these solutions that help companies
respond instantly to changing market dynamics."
Over the past few months, Informix's recently released software
infrastructure and solutions for the Internet have been well received by the
marketplace, especially Foundation.2000-TM-, the company's Internet database
offering, and i.Sell-TM-, the company's e-commerce solution. With Ardent
DataStage Suite, the most advanced data integration technology, Informix is
now the only software provider to integrate its business intelligence
offerings with its web solutions and Internet infrastructure.
"Software research at IDC looks favorably on the transaction," said
Henry Morris, vice president for data warehousing and applications at IDC.
"Effective e-business requires bi-directional, near real-time
interoperability among information systems, and this acquisition enhances
Informix's ability to deliver just that. By combining Ardent's data movement,
meta data, and XML technology with its core transactional, operational, and
analysis engines and tools, IDC believes Informix can offer open, end-to-end
business and web intelligence solutions that will put it among the leaders in
e-business solutions."
Market Leadership through Open Platforms
Informix intends to keep its databases open to all business and web
intelligence components, and its analytic tools and solutions fully
compatible with competing database platforms. "We will give customers the
choice of world-class individual products or the added benefit of completely
integrated end-to-end solutions," said Michael R. Stonebraker, vice president
and chief technology
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officer, Informix. "Informix is the only company delivering a business and
web intelligence infrastructure right now. We intend to fully capitalize on
this advantage and make an Informix business and web intelligence solution an
indispensable part of the Global 1000 IT infrastructure."
"This acquisition is complementary and strategic in several
important ways, including technology, customers, markets, channels, and
skills sets," said Aaron Zornes, executive vice president and research
director, META Group. "Informix has an excellent opportunity to leverage
these synergies and provide conceptual leadership in the next generation of
web-enabled business intelligence."
Informix now has more than 4,000 employees worldwide and global
research and development, sales and marketing, services and support, and
distribution. Informix will retain Ardent's Westboro, Mass. headquarters to
establish an East Coast product development, marketing, sales, service and
support operation.
About Informix
Based in Menlo Park, California, Informix Corporation specializes in
advanced information management technologies that help enterprises in the
i.Economy get to market quickly, generate new revenue, build a unique
strategic advantage, and solve their most complex business problems. Informix
offers customers a complete software infrastructure for the Web that delivers
highly scalable transaction processing, personalized content management,
integrated business intelligence, full multimedia capabilities and complete
e-commerce solutions; data integration infrastructure software for
e-business, data warehousing and analytical applications, and enterprise
portals; and embedded databases and tools for developing and deploying
packaged applications. For more information, contact the sales office nearest
you or visit our Web site at www.informix.com.
THIS PUBLIC ANNOUNCEMENT CONTAINS FORWARD-LOOKING STATEMENTS
RELATING TO FUTURE EVENTS OR FUTURE FINANCIAL PERFORMANCE. INFORMIX'S ACTUAL
RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THE FORWARD-LOOKING
STATEMENTS AS A RESULT OF CERTAIN RISKS AND UNCERTAINTIES. THOSE RISKS AND
UNCERTAINTIES ARE DESCRIBED UNDER "FACTORS THAT MAY AFFECT FUTURE RESULTS,"
"BUSINESS" AND ELSEWHERE IN INFORMIX'S ANNUAL REPORT ON FORM 10-K FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1999 FILED WITH THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION.
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