<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 24, 2000
INFORMIX CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 0-15325 94-3011736
- ------------------------------- ------------------------ -------------------
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
4100 BOHANNON DRIVE, MENLO PARK, CALIFORNIA 94025
- --------------------------------------------------------------------------------
(Address of principal executive offices of Registrant, including zip code)
(650) 926-6300
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(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS.
DIRECTORS OF THE REGISTRANT
<TABLE>
<CAPTION>
NAME OF DIRECTOR AGE POSITION(S) WITH INFORMIX DIRECTOR SINCE
---------------- --- ------------------------- --------------
<S> <C> <C> <C>
CLASS I DIRECTORS
Leslie G. Denend (3)(5)......... 58 Director 1997
George Reyes (2)(5) ............ 45 Director 1998
Cyril J. Yansouni (1)(2)(3)..... 57 Director 1991
CLASS II DIRECTORS
James L. Koch(1)(2)(3)......... 55 Director 1991
Thomas A. McDonnell(1)(2)...... 54 Director 1988
CLASS III DIRECTORS
Jean-Yves F. Dexmier (4) 48 Director, President and 1999
Chief Executive Officer
Robert J. Finocchio, Jr. (3)... 48 Chairman 1997
</TABLE>
- -----------
(1) Member of Compensation Committee
(2) Member of Audit Committee
(3) Member of Nominating Committee
(4) Member of the Stock Option Committee
(5) Member of Special Litigation Committee
LESLIE G. DENEND has served as a member of our Board of Directors since
December 1997. From December 1997 to April 30, 1998, Mr. Denend served as
President of Network Associates, Inc., a provider of network security and
management software, that resulted from the merger of McAfee Associates, Inc.
and Network General Corporation ("Network General"). From June 1993 to December
1997, Mr. Denend served as President and Chief Executive Officer of Network
General. He also served as Network General's Senior Vice President of Products
from February 1993 to June 1993. From November 1990 to December 1992, he was
President of Vitalink Communications, a manufacturer of networking products.
From January 1989 to October 1990, Mr. Denend served in a variety of positions
at 3Com Corporation, a global data networking company, most recently as
Executive Vice President for Product Operations. Mr. Denend is also a director
of Rational Software Inc., a provider of component-based development software
systems, Proxim, Inc., a designer of wireless local area networking products,
California Microwave, Inc., a U.S. supplier of satellite earth station and
microwave radio infrastructure products and information and collection systems,
and AltoCom, Inc., a startup company specializing in DSP software for
communications. Mr. Denend is a graduate of the United States Air Force Academy
and holds an M.B.A. and Ph.D. in economics, public policy and business from
Stanford University. Mr. Denend was also a Fulbright Scholar in economics at
Bonn University.
GEORGE REYES has served as a member of Informix's Board of
Directors since July 1998. Since March 1988, Mr. Reyes has served in a
variety of positions at Sun Microsystems, Inc., a supplier of
enterprise network computing products, most recently as its Vice President
and Corporate Controller, a position Mr. Reyes has held since April 1994.
Mr. Reyes serves as a member of the Advisory Board of the Leavey
School of Business Administration at Santa Clara University. Mr. Reyes
holds a B.A. in accounting from the University of South Florida and an
M.B.A. in Finance from Santa Clara University.
CYRIL J. YANSOUNI has served as a member of our Board of Directors
since May 1991. Since March 1991, Mr. Yansouni has been the Chief Executive
Officer and Chairman of the Board of Directors of Read-Rite Corporation, a
manufacturer of thin film magnetic recording heads. He also is a member of the
Advisory Board of both the Leavey School of Business Administration at Santa
Clara University and the San Jose State University School of Engineering. Mr.
Yansouni is a director of PeopleSoft, Inc., a provider of client/server business
software, and Raychem Corporation, an international manufacturer and marketer of
products for electronics, industrial and telecommunications applications. Mr.
Yansouni holds a B.S. in electrical and mechanical engineering from the
University of Louvain, Belgium and an M.S. in electrical
2
<PAGE>
engineering from Stanford University. In addition, he attended the executive
management program at Stanford University.
JAMES L. KOCH has served as a member of our Board of Directors since
May 1991. Since July 1990, Mr. Koch has served in various positions at Santa
Clara University. Since February 1997, Mr. Koch has been its Director of the
Center for Science, Technology and Society and, since July 1990, a Professor of
Management. In addition, from July 1990 to July 1996, Mr. Koch served as Dean of
the Leavey School of Business Administration at Santa Clara University. Mr. Koch
holds a B.A. in business administration from San Francisco State University and
an M.B.A. and Ph.D. in business administration from the University of
California, Los Angeles.
THOMAS A. MCDONNELL has served as a member of our Board of Directors
since February 1988. Since 1971, Mr. McDonnell has served as Chief Executive
Officer of DST Systems, Inc. ("DST"), a transfer agent for mutual funds, stocks
and bonds, and since October 1984 as a director of DST. Mr. McDonnell is also
President of DST, a position he has held since 1973; Mr. McDonnell also served
as Treasurer of DST from 1973 to September 1995. From August 1983 to November
1995, Mr. McDonnell was Executive Vice President and a director of Kansas City
Southern Industries, Inc., a holding company and the former parent of DST. Mr.
McDonnell is also director of BHA Group, Inc., a manufacturer of pollution
control devices, Cerner Corporation, a provider of software and technology to
the health care industry, Computer Sciences Corporation, an information
technology company, Euronet Services, Inc., an operator of automatic teller
machines, Janus Capital Corporation, a registered investment advisor, and
Nellcor-Puritan-Bennett Corporation, a medical device company. Mr. McDonnell
holds a B.S. and B.A. in accounting from Rockhurst College and an M.B.A. from
the Wharton School of the University of Pennsylvania.
ROBERT J. FINOCCHIO, JR. has served as our Chairman since July 1997.
From July 1997 until July 1999, Mr. Finocchio served as our President and Chief
Executive Officer. From December 1988 until May 1997, Mr. Finocchio was employed
with 3Com Corporation where he held various positions, most recently serving as
President, 3Com Systems. Prior to his employment with 3Com Corporation, Mr.
Finocchio held various executive positions in sales and service with Rolm
Communications, a telecommunications and networking company, most recently as
Vice President of Rolm Systems Marketing. Mr. Finocchio also serves as a
director of Latitude Communications, a teleconferencing company, and UpShot
Corporation, a web technology company. Mr. Finocchio is also a Regent of Santa
Clara University. Mr. Finocchio holds a B.S. in economics from Santa Clara
University and an M.B.A. from the Harvard Business School.
JEAN-YVES F. DEXMIER has served as our President and Chief Executive
Officer since July 16, 1999. Previously, Mr, Dexmier served as our Executive
Vice President, Field Operations from January 1999 until July 16, 1999. He also
served as our Executive Vice President and Chief Financial Officer from October
1997 to January 1999 and as our Secretary from October 1997 to February 1998.
Mr. Dexmier served as a strategy consultant to high technology companies from
February 1997 to September 1997. From November 1995 until February 1997, Mr.
Dexmier served as Senior Vice President and Chief Financial Officer of Octel
Communications Corporation, a provider of voice messaging systems ("Octel").
From April 1995 to October 1995, Mr. Dexmier served as Chief Financial Officer
for Kenetech Corporation, a wind energy company. From May 1994 to March 1995,
Mr. Dexmier served as Chief Financial Officer for Air Liquide America
Corporation, a U.S. subsidiary of the French-based group Air Liquide, a
worldwide producer of industrial gases. From January 1991 to January 1994, Mr.
Dexmier served as Chief Financial Officer for Thomson Consumer Electronics,
Inc., a subsidiary of Thomson SA, a worldwide electronics manufacturer. Mr.
Dexmier holds a B.S. in mathematics from Lycee Pasteur, a Ph.D. in electronics
from the Ecole Nationale Superieure de l'Aeronautique et de l'Espace and an
M.B.A. in economics and finance from the Ecole Polytechnique. In addition, he
attended the executive management program at the University of Michigan School
of Business Administration.
There is no family relationship among any of the directors or executive
officers of Informix.
3
<PAGE>
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth certain information concerning our executive
officers as of January 1, 2000.
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------------ --- ---------------------------------------------------------------
<S> <C> <C>
Robert J. Finocchio, Jr. ................. 48 Chairman of the Board of Directors
Jean-Yves F. Dexmier...................... 48 President, Chief Executive Officer and Director
Howard A. Bain, III....................... 53 Executive Vice President and Chief Financial Officer
Karen Blasing............................. 43 Vice President, Corporate Business Development Finance
Charles W. Chang ........................ 50 Senior Vice President and Group Executive, i.Intelligence group
James F. Hendrickson, Jr. ................ 60 Senior Vice President and Group Executive, i.Informix
Gary Lloyd................................ 52 Vice President, Legal, General Counsel and Secretary
Wayne E. Page............................. 51 Vice President, Human Resources
William O'Kelly........................... 45 Vice President and Treasurer
Michael R. Stonebraker.................... 56 Vice President and Chief Technology Officer
F. Steven Weick........................... 54 Senior Vice President and Group Executive, i.Foundation
</TABLE>
ROBERT J. FINOCCHIO, JR. has served as our Chairman since July 1997.
From July 1997 until July 1999, Mr. Finocchio served as our President and
Chief Executive Officer. From December 1988 until May 1997, Mr. Finocchio was
employed with 3Com Corporation ("3Com"), a global data networking company,
where he held various positions, most recently serving as President, 3Com
Systems. Prior to his employment with 3Com, Mr. Finocchio held various
executive positions in sales and service with Rolm Communications, a
telecommunications and networking company, most recently as Vice President of
Rolm Systems Marketing. Mr. Finocchio also serves as a director of Latitude
Communications, a teleconferencing company, and UpShot Corporation, a web
technology company. Mr. Finocchio is also a Regent of Santa Clara University.
Mr. Finocchio holds a B.S. in economics from Santa Clara University and an
M.B.A. from the Harvard Business School.
JEAN-YVES F. DEXMIER has served as our President and Chief Executive
Officer since July 1999. Previously, Mr, Dexmier served as our Executive Vice
President, Field Operations from January 1999 until July 1999. He also served
as our Executive Vice President and Chief Financial Officer from October 1997
to January 1999 and as our Secretary from October 1997 to February 1998. Mr.
Dexmier served as a strategy consultant to high technology companies from
February 1997 to September 1997. From November 1995 until February 1997, Mr.
Dexmier served as Senior Vice President and Chief Financial Officer of Octel
Communications Corporation, a provider of voice messaging systems ("Octel").
From April 1995 to October 1995, Mr. Dexmier served as Chief Financial
Officer for Kenetech Corporation, a wind energy company. From May 1994 to
March 1995, Mr. Dexmier served as Chief Financial Officer for Air Liquide
America Corporation, a U.S. subsidiary of the French-based group Air Liquide,
a worldwide producer of industrial gases. From January 1991 to January 1994,
Mr. Dexmier served as Chief Financial Officer for Thomson Consumer
Electronics, Inc., a subsidiary of Thomson SA, a worldwide electronics
manufacturer. Mr. Dexmier holds a B.S. in mathematics from Lycee Pasteur, a
Ph.D. in electronics from the Ecole Nationale Superieure de l'Aeronautique et
de l'Espace and an M.B.A. in economics and finance from the Ecole
Polytechnique. In addition, he attended the executive management program at
the University of Michigan School of Business Administration.
HOWARD A. BAIN, III has served as our Executive Vice President and
Chief Financial Officer since January 1999. Prior to joining us, Mr. Bain
held various positions at Symantec Corporation, since October 1991. Most
recently Mr. Bain was Vice President, Worldwide Operations and CFO at
Symantec Corporation. Mr. Bain graduated from California Polytechnic
University in 1971 with a B.S. in business and is a Certified Public
Accountant.
KAREN BLASING has served as our Vice President, Corporate Business
Development Finance, since May 1998. Prior to that time, Ms. Blasing served
as our Corporate Controller since June 1996 and as a Vice President of
Informix since August 1997 before resigning from such positions in April
1998. Ms. Blasing
4
<PAGE>
joined Informix in November 1992 as our Director of Financial Reporting and
Analysis. From January 1989 to October 1992, Ms. Blasing was a Senior
Financial Manager at Oracle Corporation, a provider of information management
software and services. Ms. Blasing holds a B.S. in both economics and
business from the University of Montana and an M.B.A. from the University of
Washington.
CHARLES W. CHANG has served as our Senior Vice President and Group
Executive of the i.Intelligence group since October 1999. Previously, from
August 1999 until October 1999, Mr. Chang was our Vice President and General
Manager, Data Warehouse. Mr. Chang joined Informix after a tenure as senior
vice president and general manager of Business Objects Corporation, a
provider of integrated enterprise decision support tools. Mr. Chang also has
more than 20 years experience with IBM in sales and general management
positions. Prior to his departure, he was director of worldwide sales for
IBM's data management products, a $1.7 billion operation. Prior to this
position, Mr. Chang led IBM's Internet Division in Asia Pacific, managing the
sales and marketing for IBM's e-business initiative in the region. Mr. Chang
holds a bachelor's degree in math from UCLA, as well as a master's degree in
management from the University of Southern California. Chang is also a
graduate of the executive program at UCLA's Anderson School.
JAMES F. HENDRICKSON, JR. has served as our Senior Vice President
and Group Executive, i.Informix group, since October 1999. He has also served
as our Vice President, Customer Services, since July 1992 until October 1999
and as our Lenexa (Kansas) Site General Manager from February 1995 until
October 1999. From 1991 until the time he joined us, Mr. Hendrickson was
Senior Vice President of Sales and Support at Image Business Systems, a
developer of document image management software for client/server systems.
Mr. Hendrickson holds a B.S. in mechanical engineering from Stanford
University and an M.B.A. in business and administration from the University
of California, Los Angeles.
GARY LLOYD has served as our Vice President, Legal and General
Counsel since January 1998 and as our Secretary since February 1998. From
November 1997 until January 1998, Mr. Lloyd served as our interim General
Counsel. From March 1994 until October 1997, Mr. Lloyd was with the law firm
of Farella Braun & Martel L.L.P. From 1984 until February 1994, Mr. Lloyd
served in a variety of positions at the Securities and Exchange Commission,
most recently as its Assistant Director, Division of Enforcement. Mr. Lloyd
holds a B.A. in political science and English from Kent State University and
a J.D. from Case Western Reserve University.
WAYNE E. PAGE joined us in October 1999 as Vice President, Human
Resources. Mr. Page spent the previous two years as a senior consultant for
The Hay Group. From 1996 to 1997, Mr. Page was a client manager and human
resources consultant with Alexander & Alexander (Aon), a human resources
consulting firm From 1991 to 1996, he served as health and welfare practice
leader and senior manager for KPMG. From 1989 to 1991, he held a similar
position with Ernst & Young LLP, an accounting firm. Prior to these eight
years of human resources consulting with KPMG and Ernst & Young, Mr. Page had
17 years of corporate human resources experience with the Central Companies
and Transamerica Corporation. Mr. Page holds a BS in Human Resources from The
Ohio State University and attended the Ohio State University College of Law.
WILLIAM O'KELLY joined us in August 1999 as our Vice President,
Treasurer. Mr. O'Kelly also served as a financial consultant to Informix from
May 1998 until August 1999. Previously, Mr. O'Kelly was Chief Financial
Officer at Chemical Supplier Technology Inc. and Corporate Controller at Air
Liquide America Corporation from August 1993 until December 1995. Mr. O'Kelly
holds at B.S. in accounting from the University of Florida.
MICHAEL A. STONEBRAKER has served as our Vice President and Chief
Technology Officer since February 1996. Dr. Stonebraker co-founded Illustra
and served in a consulting capacity with Illustra as its Chief Technology
Officer until February 1996. Dr. Stonebraker is a professor emeritus of
Electrical Engineering and Computer Sciences at the University of California,
Berkeley, where he joined the faculty in 1971. Dr. Stonebraker holds a B.S.
in electrical engineering from Princeton University and an M.S. and Ph.D. in
computer information and control engineering from the University of Michigan.
F. STEVEN WEICK has served as our Senior Vice President and Group
Executive, i.Foundation group since October 1999. Previously, from October
1998 until October 1999, Mr. Weick served as our Vice President,
5
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Research and Development. Mr. Weick joined us in 1997 as Vice President of
Server Development. Prior to joining us, Mr. Weick was Vice President of
Engineering for MapInfo Inc., a business mapping solutions company from 1995
to August 1997. Mr. Weick led development activities at Tandem Computers, the
last three as Vice President of Communications Hardware and Software
Products, and earlier led the Non-Stop SQL server, compiler and tools
development groups. Mr. Weick began his career at IBM in 1965 as a
development engineer; he held numerous positions at IBM, including: chief
architect for database products, consultant to the corporate technical
committee, development manager responsible for DB2, and program manager for
compilers. Mr. Weick holds a B.S. in mathematics from Purdue University and
an M.B.A. from Pepperdine University.
EXECUTIVE COMPENSATION
The following table summarizes the total compensation awarded to,
earned by, or paid for services rendered to Informix in all capacities during
each of the fiscal years ended December 31, 1999, 1998 and 1997, respectively,
by the two individuals who served as our Chief Executive Officer during fiscal
1999 as well as the next four most highly compensated executive officers who
were serving as executive officers at the end of fiscal 1999 (collectively, the
"Named Executive Officers").
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
NAME AND PRINCIPAL POSITION FISCAL ANNUAL COMPENSATION(1) LONG-TERM ALL OTHER
- --------------------------- YEAR ---------------------- COMPENSATION COMPENSATION
---- SALARY BONUS AWARDS ------------
------ ------ ------
SECURITIES
UNDERLYING
OPTIONS (#)
-----------
<S> <C> <C> <C> <C> <C>
Robert J. Finocchio, Jr.(2)........................... 1999 $367,493 $46,153 - $3,385(6)
Chairman and former President and Chief 1998 459,940 - 500,000 2,000
Executive Officer 1997 185,278 - 1,500,000 5,000(7)
Jean Yves F. Dexmier (2).............................. 1999 $438,106 $276,000 900,000 $44,845(8)
President and Chief Executive Officer 1998 350,157 34,145 100,000 45,825
1997 86,174 87,500 500,000 540
Howard A. Bain, III (3) .............................. 1999 $331,349 $164,279 450,000 $5,368(9)
Executive Vice President and Chief Financial
Officer
Diane L. Fraiman (4) ................................. 1999 $262,500 $118,125 100,000 $713(10)
Vice President, Marketing 1998 187,500 56,500 200,000 156,506
James F. Hendrickson ................................. 1999 $253,000 $113,850 100,000 $7,326(11)
Senior Vice President and Group Executive, 1998 228,837 23,799 25,000 6,050
i.Informix group 1997 192,667 39,600 83,500(5) 5,977
F. Steven Weick....................................... 1999 $250,000 $112,500 275,000 $4,361(12)
Senior Vice President and Group Executive, 1998 227,167 8,486 120,000 42,152
i.Foundation group 1997 86,705 40,000 40,000 9,849
</TABLE>
- -----------
(1) Other than the salary and bonus described herein, we did not pay any
executive officer named in the Summary Compensation Table any fringe
benefits, perquisites or other compensation in excess of 10% of such
executive officer's salary and bonus during fiscal 1999, 1998 or 1997.
Bonus amounts are based on the assumption that each named executive
officer will receive 100% of their target bonus. The final bonus
amounts may increase or decrease depending on our fourth quarter
financial results, which will be announced in late January 2000.
(2) Mr. Finocchio served as our President and Chief Executive Officer from
July 1997 until July 1999, when Mr. Dexmier was appointed President and
Chief Executive Officer. Prior to July 1999, Mr. Dexmier served
6
<PAGE>
as Executive Vice President, Field Operations from January 1999
until July 1999 and as Executive Vice President and Chief Financial
Officer from October 1997, when he joined us, to January 1999.
(3) Mr. Bain became Executive Vice President and Chief Financial Officer in
January 1999. Accordingly, he received no reportable income from us for
fiscal 1998 and 1997.
(4) Ms. Fraiman became Vice President, Marketing in April, 1998.
Accordingly, she received no reportable income for fiscal 1997. Ms.
Fraiman resigned from Informix, effective December 31, 1999.
(5) Includes options to purchase 56,000 shares that Mr. Hendrickson elected
to reprice under our November 1997 option repricing program. In
connection with such repricing, Mr. Hendrickson forfeited the right to
purchase 14,000 shares of Common Stock under options previously granted
to him.
(6) Represents $2,000 and $2,500 in matching contributions under our
401(k) Plan by us in fiscal 1998 and 1999, respectively, and $885
in spousal travel allowance in fiscal 1999.
(7) Represents reimbursement by Informix of $5,000 in legal fees incurred
in connection with the negotiation of Mr. Finocchio's Employment
Agreement. See "Employment Agreements and Change in Control
Arrangements with Named Executive Officers."
(8) Represents $1,157, $2,036 and $540 in group life insurance paid by us
in fiscal 1999, 1998 and 1997, respectively, $2,500 and $2,000 in
matching contributions under our 401(k) Plan by the us in fiscal 1999
and 1998, respectively, $1,555 and $14,738 in spousal and family travel
allowance in fiscal 1999 and 1998, respectively, and $39,633 and
$27,051 in transportation allowance in fiscal 1999 and 1998,
respectively.
(9) Represents $1,983 in group life insurance paid by us in fiscal 1999,
$2,500 in matching contributions under our 401 (k) Plan by us in fiscal
1999 and $885 in spousal travel allowance in fiscal 1999.
(10) Represents $713 and $650 in group life insurance paid by us in fiscal
1999 and 1998, respectively, and $155,856 in relocation allowance for
fiscal 1998.
(11) Represents $4,826, $4,050 and $4,050 in group life insurance paid by us
in fiscal 1999, 1998 and 1997, respectively, and $2,500, $2,000 and
$1,927 in matching contributions under our 401(k) plan paid by us in
fiscal 1999, 1998 and 1997, respectively.
(12) Represents $1,861, $2,592 and $864 in group life insurance paid by
Informix in fiscal 1999, 1998 and 1997, respectively, $2,500 and $2,000
in matching contributions under our 401(k) plan paid by Informix in
fiscal 1999 and 1998, respectively, $37,560 and $8,485 in relocation
payments in fiscal 1998 and 1997, respectively, and $500 in sales
commissions in fiscal 1997.
7
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STOCK OPTION GRANTS
The following table provides information relating to stock options
awarded to each of the Named Executive Officers during the fiscal year ended
December 31, 1999.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
NUMBER OF INDIVIDUAL GRANTS EXPIRATION POTENTIAL REALIZABLE
SECURITIES ----------------- DATE(4) VALUES AT ASSUMED
UNDERLYING PERCENT OF EXERCISE ---------- ANNUAL RATES OF STOCK
OPTIONS TOTAL OPTIONS PRICE PER PRICE APPRECIATION
GRANTED GRANTED TO SHARE(3) FOR OPTIONS TERM(1)
------- EMPLOYEES IN -------- -------------------
FISCAL 1999(2) 5% 10%
--------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Finocchio, Jr. .. - - - - - -
Jean-Yves F. Dexmier....... 200,000 1.90% $12.125 1/08/09 $1,525,069 $3,864,825
300,000 2.85% 7.00 5/05/09 1,320,679 3,346,859
400,000 3.80% 7.00 5/05/09 1,760,905 4,462,479
Howard A. Bain, III........ 350,000 3.33% 12.50 1/06/09 2,751,414 6,972,623
100,000 0.9509% 8.50 3/18/09 534,560 1,354,681
Diane L. Fraiman........... 100,000 0.9509% 12.125 1/08/09 762,535 1,932,413
James F. Hendrickson....... 75,000 0.71% 12.125 1/08/09 571,901 1,449,310
25,000 0.24% 9.9688 12/07/09 156,733 397,193
F. Steven Weick............ 100,000 0.95% 12.125 1/08/09 762,535 1,932,413
175,000 1.66% 9.9688 12/07/09 1,097,132 2,780,347
</TABLE>
- -----------
(1) Potential realizable value is based on the assumption that our Common
Stock appreciates at the annual rate shown (compounded annually) from
the date of grant until the expiration of the ten year option term.
These numbers are calculated based on the requirements promulgated by
the Securities and Exchange Commission and do not reflect our estimate
of future stock price growth.
(2) Based on options to acquire 10,515,816 shares granted under the 1994
Stock Option and Award Plan (the "1994 Plan"), the 1997 Non-Statutory
Stock Option Plan and the 1998 Non-Statutory Stock Option Plan (the
"1998 Plan") during fiscal 1999. Unless otherwise specified herein, all
options granted to the Named Executive Officers were under the 1994
Plan.
(3) Options were granted at an exercise price equal of not less than the
fair market value of our Common Stock on the date of grant as reported
on the Nasdaq National Market. The exercise price may be paid in cash,
check, by delivery of already-owned shares of our Common Stock subject
to certain conditions or pursuant to a cashless exercise procedure
under which the optionee provides irrevocable instructions to a
brokerage firm to sell the purchased shares and to remit to us, out of
the sale proceeds, an amount equal to the exercise price plus all
applicable withholding taxes.
(4) Twenty-five percent (25%) of the shares issuable upon exercise of
options granted under the 1994 Plan become vested on the first
anniversary of the date of grant, and the remaining shares vest over
three years at the rate of 25% of the shares subject to option vesting
on each successive anniversary of the option grant date. Unless
otherwise specified, options granted to Named Executive Officers in
fiscal 1999, including options granted outside the 1994 Plan, are
subject to our standard four year vesting schedule described above.
8
<PAGE>
OPTION EXERCISES AND FISCAL 1999 YEAR-END VALUES
The following table sets forth certain information regarding the
exercise of stock options by the Named Executive Officers during the fiscal year
ended December 31, 1999 and stock options held as of December 31, 1999 by the
Named Executive Officers.
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
SHARES VALUE NUMBER OF SECURITIES VALUE OF UNEXERCISED
ACQUIRED OR REALIZED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
EXERCISED -------- OPTIONS AT DECEMBER 31, 1999 AT DECEMBER 31, 1999(1)
--------- ---------------------------- -----------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Robert J. Finocchio, Jr. . - - 875,000 1,125,000 $1,207,025 $2,777,325
Jean-Yves F. Dexmier...... - - 275,000 1,225,000 1,296,875 4,640,625
Howard A. Bain, III....... - - - 450,000 - 287,000
Diane L. Fraiman.......... - - 50,000 250,000 142,185 426,555
James F. Hendrickson...... - - 400,000 138,600 2,343,109 230,387
F. Steven Weick........... - - 50,000 385,000 217,187 822,645
</TABLE>
- -----------
(1) Based on the closing sales price of $11.375 of the underlying
securities as of December 31, 1999 as reported on the Nasdaq
National Market minus the exercise price.
EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS WITH NAMED EXECUTIVE
OFFICERS
On July 18, 1997, we entered into an at-will employment agreement with
Mr. Finocchio, our Chairman and former President and Chief Executive Officer.
The agreement provides for an annual base salary of $460,000, subject to annual
review concerning increases. Pursuant to the agreement, we granted Mr. Finocchio
an option to purchase 1,000,000 shares of Common Stock under the 1994 Plan at an
exercise price per share of $10.8125, subject to vesting in equal annual
installments over four years and an option under our 1997 Non-Statutory Stock
Option Plan to acquire an additional 500,000 shares of Common Stock also at an
exercise price of $10.8125, and also subject to vesting under the same terms as
the grant under the 1994 Plan. In January 1998, we granted Mr. Finocchio an
additional option under the 1994 Plan to acquire 500,000 shares of Common Stock,
subject to vesting in equal annual installments over four years. In the event of
a merger or change of control of Informix within six months after the effective
date of such stock grant, the exercisability of Mr. Finocchio's options will
accelerate as to two years' additional vesting. If such change in control takes
place after such six-month period, the exercisability of Mr. Finocchio's options
will accelerate so as to become fully vested. On August 27, 1999 and in
connection with Mr. Finocchio's resignation from President and Chief Executive
Officer, we entered into an Employment Transition Agreement with Mr. Finocchio,
providing for part-time employment status and a reduced salary of $200,000 per
year, a target bonus of $100,000 per year and exclusion from most company
benefits. In the event Mr. Finocchio voluntarily terminates his employment
within twelve months of a change in control, or if we terminate him for any
reason other than for cause, Mr. Finocchio will receive one year's base salary
and the target bonus.
On September 24, 1997, we entered into an at-will employment letter
agreement with Jean-Yves F. Dexmier, our President and Chief Financial Officer
and, prior to July 16, 1999, our Executive Vice President, Field Operations
since January 1999 and Executive Vice President and Chief Financial Officer from
October 1997 to January 1999, which provides for an annual base salary of
$350,000, subject to annual review
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concerning increases, and an annual cash bonus based on the achievement of
individual and our performance objectives. In connection with his employment,
we granted Mr. Dexmier an option under the 1994 Plan to acquire 500,000
shares of Common Stock at an exercise price of $6.8125, subject to vesting in
equal annual installments over four years. In 1998, we granted Mr. Dexmier an
option under the 1994 Plan to acquire 100,000 shares of Common Stock at an
exercise price of $5.75, subject to vesting in equal installments over four
years. For information regarding additional stock option grants received by
Mr. Dexmier during fiscal 1999 see "Stock Option Grants-Options Granted in
Last Fiscal Year." In the event of a merger or change of control of Informix
within six months after the effective date of such stock grant, the
exercisability of Mr. Dexmier's options will accelerate as to two years'
additional vesting. If such change in control takes place after such
six-month period, the exercisability of Mr. Dexmier's options will accelerate
so as to become fully vested. We have also entered into a Change of Control
and Severance Agreement with Mr. Dexmier, which is described in further
detail below.
On December 16, 1998, we entered into an at-will employment letter with
Howard A. Bain, III, our Executive Vice President, Chief Financial Officer. The
agreement provides for an annual base salary of $335,000, subject to annual
review concerning increases. Pursuant to the agreement, we granted Mr. Bain an
option to purchase 350,000 shares of Common Stock under the 1994 Plan at an
exercise price per share of $12.50, subject to vesting in equal installments
over four years. For information regarding additional stock option grants
received by Mr. Bain during fiscal 1999 see "Stock Option Grants-Options Granted
in Last Fiscal Year." In the event of a merger or change of control of Informix
within six months after the effective date of such stock grant, the
exercisability of Mr. Bain's options will accelerate as to two years' additional
vesting. If such change in control takes place after such six month period, the
exercisability of Mr. Bain's options will accelerate so as to become fully
vested.
On March 11, 1998, we entered into an at-will employment letter
agreement with Diane L. Fraiman, our Vice President, Corporate Marketing, which
provides for an annual base salary of $250,000, subject to annual review
concerning increases, an annual cash bonus on the achievement of individual and
our performance objectives, and a $135,000 "relocation bonus." According to her
employment letter, Ms. Fraiman will also be reimbursed for relocation costs. In
the event of a change of ownership of Informix during the first two years of her
employment with the Comany, Ms. Fraiman is entitled to receive as severance an
amount equal to one year's base salary, if Ms. Fraiman's employment terminates
within ninety days of the initiating event irrespective of which party initiates
the termination. In connection with her employment, we granted Ms. Fraiman an
option under the 1994 Plan to acquire 200,000 shares of Common Stock at an
exercise price of $8.5313, subject to vesting in equal annual installments over
four years. For information regarding additional stock option grants received by
Ms. Fraiman during fiscal 1999 see "Stock Option Grants-Options Granted in Last
Fiscal Year." In the event of a merger or change of control of Informix within
six months after the effective date of such stock grant, the exercisability of
Ms. Fraiman's options will accelerate as to two years' additional vesting. If
such change in control takes place after such six month period, the
exercisability of Ms. Fraiman's options will accelerate so as to become fully
vested. Ms. Fraiman resigned from Informix on December 31, 1999.
On December 15, 1999, we entered into a Severance Agreement with Diane
L. Fraiman, our former Vice President, Corporate Marketing. The agreement, among
other terms and conditions, provides for $156,250 payable on January 10, 2000
and $118,125 payable in February 2000. The agreement also waives the provision
in her offer letter of employment providing for repayment of $67,500 of
relocation bonus.
In 1999, we entered into Change of Control Agreements with Messrs.
Finocchio and Bain and Ms. Fraiman. The Change of Control Agreements, which are
substantially similar, provide that if a change in control of Informix occurs
within six months after the effective date of the option grant, the
exercisability of the officer's options will accelerate as to two years'
additional vesting. If the change in control takes place after such six-month
period, the exercisability of such officer's options will accelerate so as to
become fully vested.
In December 1999, we entered into Change of Control and Severance
Agreements with Messrs. Dexmier, Hendrickson and Weick. The agreements
provide for acceleration of unvested options and cash severance payments in
the event of a change of control. With
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respect to option vesting acceleration, each agreement provides that if the
change of control occurs within six months after the date on which the option
was granted, vesting will accelerate as to 2 years, but if the change of
control occurs after the six month period, 100% of the officer's unvested
options will vest, provided in either case that the officer is employed by us
on the date on which the change of control occurs. With respect to cash
severance payments, Mr. Dexmier's agreement provides that if his employment
is terminated, either voluntarily or involuntarily, within one year after a
change of control, he shall be paid two years' base salary and on target
bonuses. Messrs. Weick's and Hendrickson's agreements provide that if the
executive officer's employment is terminated involuntarily within one year
after a change of control, the executive officer shall be paid one years'
base salary and on target bonuses.
Other than the employment arrangements described above, we do not have
employment agreements with any current Named Executive Officer or director. For
a description of other employment and change in control arrangements
see-"Certain Transactions."
We have also adopted a Rights Agreement, commonly referred to as a
poison pill. Our Board of Directors has declared a dividend of one Purchase
Right (each a "Right" and collectively the "Rights") under our Rights Agreement
for each share of our Common Stock outstanding on September 17, 1991 or
thereafter issued. When exercisable, each Right initially entitles the holder to
purchase one share of Common Stock at a specified price. The Rights become
exercisable on the earlier of: (i) the tenth day (or such later date as may be
determined by a majority of our Directors not affiliated with the acquiring
person or group (the "Continuing Directors")) after a person or group has
acquired, or obtained the right to acquire, beneficial ownership of 20% of more
of our outstanding Common Stock or (ii) the tenth business day (or such later
date as may be determined by a majority of the Continuing Directors) following
the consummation of, or announcement of an intention to make, a tender offer or
exchange offer the consummation of which would result in beneficial ownership by
a person or group of 20% or more of our outstanding Common Stock. If an acquiror
obtains 20% or more of our outstanding Common Stock (other than in certain
permitted transactions), and unless the Rights are earlier redeemed, the holder
of each unexercised Right will have the right to receive shares of our Common
Stock having a value equal to two times the purchase price. Similarly, unless
the Rights are earlier redeemed, after the tenth day following certain
acquisition transactions, proper provision must be made so that holders of
Rights (other than those beneficially owned by an acquiring person, which will
thereafter be void) will thereafter have the right to receive, upon exercise,
shares of common stock of the acquiring company having a value equal to two
times the purchase price. The Rights Agreement has been amended so as to prevent
holders of the Series A-1 Preferred and the holders of the Series B Preferred
from being deemed acquiring persons under the Rights Agreement by virtue of
their beneficial ownership of securities issued or issuable in connection with
the sale and issuance of Preferred Stock. The Rights expire on July 25, 2005 or
on their earlier exchange, redemption or expiration in connection with certain
permitted transactions.
CERTAIN TRANSACTIONS
In November 1997, we sold 50,000 shares of newly authorized Series B
Convertible Preferred Stock ("Series B Preferred"), at a face value of $1,000
per share, which shares are generally not entitled to vote on corporate matters,
to private investors for aggregate proceeds of $50.0 million (excluding a $1.00
million fee paid to a financial advisor, The Shemano Group, Inc. ("Shemano"), of
Informix, as described below). In connection with the sale, we also agreed to
issue a warrant to such investors upon conversion of such Series B Preferred to
purchase 20% of the shares of Common Stock into which the Series B Preferred is
convertible, but no less than 1,500,000 shares at a per share exercise price of
$7.84. In 1998 holders of the Series B Preferred Stock converted 26,700 shares
of Series B Preferred into 6,471,648 shares of our Common Stock. In connection
with such conversions, we issued such Series B Preferred Stockholders warrants
to purchase up to 1,494,319 shares of Common Stock at a purchase price of $7.84
per share and paid cash dividends in the amount of $1,170,068 to such
stockholders. In 1999, holders of the Series B Preferred Stock converted 16,300
Series B Preferred into 2,223,156 shares of Common Stock. In connection with
such conversions, we issued such Series B Preferred Stockholders warrants to
purchase up to 444,628 shares of Common Stock at a purchase price of $7.84 per
share and paid cash dividends in the amount of $1,707,721 to such stockholders.
We reserved 22.8 million shares of Common Stock for issuance upon conversion of
the Series B Preferred and upon exercise of the Series B Warrants.
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On August 27, 1999 and in connection with Mr. Finocchio's resignation
from President and Chief Executive Officer, we entered into an Employment
Transition Agreement with Mr. Finocchio, providing for part-time employment
status and a reduced salary of $200,000 per year, a target bonus of $100,000 per
year and exclusion from most company benefits. In the event Mr. Finocchio
voluntarily terminates his employment within twelve months of a change in
control, or if we terminate him for any reason other than for cause, Mr.
Finocchio will receive one year's base salary and the target bonus.
On July 12, 1999, we entered into an at-will employment letter with
Charles W. Chang, our Senior Vice-president and Group Executive, i.Intelligence
group. The agreement provides for an annual base salary of $325,000, subject to
annual review concerning increases, and a target bonus of $146,000, which was
increased to $162,500 on January 1, 2000. Pursuant to the agreement, we granted
Mr. Chang an option to purchase 300,000 shares of Common Stock under the 1994
Plan at an exercise price per share of $7.00, subject to vesting in equal
installments over four years. On December 7, 1999, Mr. Chang received an
additional option to purchase 75,000 shares of Common Stock under the 1994 Plan
at an exercise price per share of $9.9688, subject to vesting in equal
installments over four years. The agreement also provides for change of control
and severance provisions, but such provisions are superseded by the Change of
Control and Severance Agreement approved by the Board of Directors for Mr.
Chang. Such Change of Control and Severance Agreement is described in further
detail below.
On October 19, 1999, we entered into an at-will employment letter with
Wayne E. Page, our Vice President, Human Resources. The agreement provides for
an annual base salary of $230,000, subject to annual review concerning
increases, a target bonus of $103,500, which was increased to $115,000 on
January 1, 2000, a relocation bonus of $6,250, a sign on bonus of $15,000
vesting over two years at a rate of 50% for each year he is employed by Informix
and reimbursement for any relocation expenses incurred by Mr. Page. Pursuant to
the agreement, we granted Mr. Page an option to purchase 110,000 shares of
Common Stock under the 1994 Plan at an exercise price per share of $7.563,
subject to vesting in equal installments over four years. On December 7, 1999,
Mr. Page received an additional option to purchase 100,000 shares of Common
Stock under the 1994 Plan at an exercise price per share of $9.9688, subject to
vesting in equal installments over four years. The agreement also provides for
change in control and severance provisions, but such provisions are superseded
by the Change of Control and Severance Agreement entered into between Informix
and Mr. Page in December, 1999. Such Change of Control and Severance Agreement
is described in further detail below.
In 1999, we entered into Change of Control Agreements with Messrs.
Finocchio and Bain and Ms. Fraiman. The Change of Control Agreements, which are
substantially similar provide that if a change in control of Informix occurs
within six months after the effective date of the option grant, the
exercisability of the officer's options will accelerate as to two years'
additional vesting. If the change in control takes place after such six-month
period, the exercisability of such officer's options will accelerate so as to
become fully vested.
In 1997, we entered into a Change of Control Agreement with Karen
Blasing, our Vice President, Corporate Business Development. The agreement
provides that in the event a change in control of Informix occurs, the
exercisability of her options will accelerate so as to become fully vested.
In December 1999, we entered into Change of Control and Severance
Agreements with Messrs. Dexmier, Hendrickson and Weick. The agreements
provide for acceleration of unvested options and cash severance payments.
With respect to option vesting acceleration, each agreement provides that if
the change of control occurs within six months after the date on which the
option was granted, vesting will accelerate as to 2 years, but if the change
of control occurs after the six month period, 100% of the officer's unvested
options will vest, provided in either case that the officer is employed by
Informix on the date on which the change of control occurs. With respect to
cash severance payments, Mr. Dexmier's agreement provides that if his
employment is terminated, either voluntarily or involuntarily, within one
year after a change of control, he shall be paid two years' base salary and
on target bonuses. Messrs. Weick's and Hendrickson's agreements provide that
if the executive officer's employment is terminated involuntarily within one
year after a change of control, the executive officer shall be paid one
years' base salary and on target bonuses.
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In December 1999, we entered into Change of Control and Severance
Agreements with Wayne E. Page, our Vice President, Human Resources, Shoichi
Hori, our Corporate Vice President and President of Informix Japan, and Lui
Sim-Hui, our Corporate Vice President and General Manager of Asia Pacific. The
Board has approved Change of Control and Severance Agreements for Phil Rugani,
our Senior Vice President, Americas, Charles W. Chang, our Senior Vice President
and Group Executive, i.Intelligence group, and Alan Kerr, our Vice President,
International Operations, and we expect that Messrs. Rugani, Chang and Kerr will
sign such Change in Control and Severance Agreements. The agreements provide for
acceleration of unvested options and cash severance payments. With respect to
option vesting acceleration, the agreements provide that if the change of
control occurs within six months after the date on which the option was granted,
vesting will accelerate as to 2 years, but if the change of control occurs after
the six month period, 100% of the officer's unvested options will vest, provided
in either case that the officer is employed by Informix on the date on which the
change of control occurs. With respect to cash severance payments, the
agreements provides that if the executive officer's employment is terminated
involuntarily within one year after a change of control, the executive officer
shall be paid one years' base salary and on target bonuses.
In December 1999, we entered into a Change of Control and Severance
Agreement with Gary Lloyd, our Vice President, Legal, and General Counsel. The
agreement provides for acceleration of unvested options and cash severance
payments. With respect to option vesting acceleration, the agreement provides
that if the change of control occurs within six months after the date on which
the option was granted, vesting will accelerate as to 2 years, but if the change
of control occurs after the six month period, 100% of Mr. Lloyd's unvested
options will vest, provided in either case that Mr. Lloyd is employed by
Informix on the date on which the change of control occurs. With respect to cash
severance payments, the agreement provides that if Mr. Lloyd's employment is
terminated, either voluntarily or involuntarily, within one year after a change
of control, he shall be paid two years' base salary and on target bonuses.
On December 15, 1999, we entered into a Severance Agreement with Diane
L. Fraiman, our former Vice President, Corporate Marketing. The agreement, among
other terms and conditions, provides for $156,250 payable on January 10, 2000
and $118,125 payable in February 2000. The agreement also waives the provision
in her offer letter of employment providing for repayment of $67,500 of
relocation bonus.
On November 15, 1999, we entered into a Severance Agreement with
Stephanie P. Schwartz, our former Vice President and Corporate Controller. The
agreement, among other terms and conditions, provides for severance amounts of
$93,407 paid on November 30, 1999 and $57,211 payable in February 2000.
On July 29, 1999, we entered into a Separation Agreement and Mutual
Release with Susan T. Daniel, our former Vice President, Human Resources. The
agreement, among other terms and conditions, provides for severance amounts of
$241,500 and $76,073. The agreement also provides for one year's payment of Ms.
Daniel's medical benefits under Cobra and release to Ms. Daniel of a computer
laptop, valued at $4,600.
On July 14, 1999, we entered into a Separation Agreement and Release
with Leonard Palomino, our former Vice President and General Manager Data
Warehouse. The agreement, among other terms and conditions, provided for a
severance amount of $116,000.
Wesley Raffel, our former Vice President and General Manager,
i.Informix, on August 27, 1999 received a severance payment in the amount of
$285,000.
Donald Hunt, our former Vice President, North America Field Operations,
on June 4, 1999 received a severance payment in the amount of $61,059.
Pursuant to both Article VI of our Bylaws and Section 6 of the
Indemnification Agreement we enter into with our executive officers and
directors, we advance expenses incurred by indemnified parties in connection
with the investigation, defense, settlement or appeal of threatened, pending or
completed action or suits against such parties in their capacity as our agent.
Under both the Bylaws and the Indemnification Agreement, the indemnified party
will repay us for any advanced expenses if it is ultimately determined that the
indemnified party is not entitled to be indemnified by Informix. In fiscal 1999,
we received invoices for legal
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fees of approximately $5,631,568 incurred by certain of our current and
former executive officers and/or directors in connection with certain actions
and suits alleging various violations of federal securities laws and state
corporate laws.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee during fiscal 1999 were James
L. Koch, Thomas A. McDonnell and Cyril J. Yansouni. Messrs. Koch, McDonnell and
Yansouni were not at any time during the Company's 1999 fiscal year or at any
other time an officer or employee of the Company. No executive officer of the
Company serves as a member of the board of directors or compensation committee
of any entity which has one or more executive officers serving as a member of
the Company's Board of Directors or Compensation Committee.
DIRECTOR COMPENSATION
Employee directors do not receive any additional compensation for
serving as a director. For fiscal 1999, the Company paid each non-employee
director a quarterly fee of $2,000 and an additional fee of $1,000 for each
Board meeting attended. In addition, members of the Audit and Compensation
Committees received $500 for each committee meeting attended; members of the
Nominating Committee do not receive additional compensation for their attendance
at committee meetings. For fiscal 2000, the outside directors will continue to
receive the same compensation as they received in 1999. The Company reimburses
each director, whether or not an employee, for out-of-pocket expenses, including
travel expenses, incurred in connection with attending Board meetings. In
addition, from time to time, the Company invites the directors' spouses to
accompany the directors to board meetings and, when invited, the Company also
pays the travel expenses incurred by the spouses. In 1999, the Company incurred
no travel expenses for directors' spouses.
The Company's 1989 Outside Directors Stock Option Plan (the "Director
Plan") provides for the grant of options to non-employee directors pursuant to
an automatic, nondiscretionary grant mechanism. Each non-employee director is
automatically granted an option to purchase 15,000 shares of Common Stock upon
initial election to the Board of Directors and an additional option to purchase
15,000 shares upon re-election. Each such option is granted at the fair market
value of Common Stock on the date of grant. Because directors serve three year
terms, options granted under the Director Plan become exercisable over three
years with one-third of the shares vesting on each anniversary of the grant
date.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Not applicable.
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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: January 21, 1999
INFORMIX CORPORATION
(Registrant)
/s/ GARY LLOYD
-------------------------------
Gary Lloyd
VICE PRESIDENT, GENERAL COUNSEL
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