<PAGE>
As filed with the Securities and Exchange Commission on March 3, 2000
Registration No. 333-______
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------
INFORMIX CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 94-3011736
(STATE OF INCORPORATION ) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
4100 BOHANNON DRIVE
MENLO PARK, CA 94025
(650) 926-6300
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
-----------------------
ARDENT SOFTWARE, INC. 1986 STOCK OPTION PLAN
ARDENT SOFTWARE, INC. 1991 DIRECTOR STOCK OPTION PLAN
ARDENT SOFTWARE, INC. 1995 NON-STATUTORY STOCK OPTION PLAN
INFORMIX CORPORATION 1998 NON-STATUTORY STOCK OPTION PLAN
(FULL TITLE OF THE PLANS)
-----------------------
GARY LLOYD, ESQ.
VICE PRESIDENT, LEGAL, GENERAL COUNSEL AND
SECRETARY
4100 BOHANNON DRIVE
MENLO PARK, CALIFORNIA, 94025
(650) 926-6300
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
-----------------------
COPY TO:
DOUGLAS H. COLLOM, ESQ.
WILSON SONSINI GOODRICH & ROSATI, P.C.
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED (1) PER SHARE PRICE FEE
<S> <C> <C> <C> <C>
- --------------------------------------------------- ------------- ---------------- ----------------------- -----------
Common Stock ($0.01 par value) issuable under:
Ardent Software, Inc. 1986 Stock Option Plan 6,565,976 $ 2.87 (2) $ 18,844,351 (2) $ 4,975
Ardent Software, Inc. 1991 Director Stock Option Plan 282,324 $ 8.02 (2) $ 2,264,238 (2) $ 598
Ardent Software, Inc. 1995 Non-Statutory Stock Option Plan 10,326,124 $ 5.01 (2) $ 51,733,881 (2) $ 13,658
Informix Corporation 1998 Non-Statutory Stock Option Plan 2,500,000 $ 14.19 (3) $ 35,475,000 (3) $ 9,365
TOTAL 19,674,424 $ 108,317,471 $ 28,596
- ---------------------------------------------------------- ------------- ---------------- ----------------------- -----------
(1) Solely for the purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been broken
down into three subtotals.
(2) Estimated in accordance with Rule 457(h) promulgated under the Securities
Act of 1933, as amended (the "Securities Act"), solely for the purpose of
computing the amount of the registration fee based on the weighted average
exercise price shown per share covering outstanding but unexercised
options under the Ardent Software, Inc. plans listed.
(3) Computed in accordance with Rule 457(h) of the Securities Act. Such
computation is based on the estimated exercise price of $14.19 per share
computed in accordance with Rule 457(b) averaging the high and low prices
of shares of Informix Common Stock as reported on the Nasdaq National
market on February 28, 2000.
===================================================================================================================================
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Informix Corporation ("Informix") hereby incorporates by reference in
this registration statement the following documents:
(a) Informix's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 filed pursuant to Section 13 of the Securities
Exchange Act of 1934 (the "Exchange Act").
(b) Informix's Form 8-A, filed on January 21, 1987 (regarding the
description of Informix Common Stock).
(c) Informix's Form 8-A, filed on September 19, 1991, as
subsequently amended on May 27, 1992, August 11, 1995 and
September 3, 1997 (regarding the Informix stockholders rights plan).
All documents subsequently filed by Informix pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. 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 current law.
Article Eight of Informix's Amended and Restated Certificate of
Incorporation provides for the indemnification of directors to the fullest
extent permissible under Delaware law.
Article VI of Informix's Bylaws provides for the indemnification of
officers, directors and third parties acting on behalf of the corporation if
such person acted in good faith and in a manner reasonably believed to be in and
not opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, the indemnified party had no reason to believe
his conduct was unlawful.
- 2 -
<PAGE>
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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling Informix
pursuant to the foregoing provisions, Informix has been informed 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION
------------------- --------------------------------------------------------
<S> <C>
4.1(a)* Ardent Software, Inc. 1986 Stock Option Plan and form of stock option
agreement thereunder
4.1(b)* Ardent Software, Inc. 1991 Director Stock Option Plan and form of
agreement thereunder
4.1(c)* Amendment to 1991 Director Stock Option Plan effective January 31,
1995
4.1(d)* Amendment to 1991 Director Stock Option Plan effective July 29, 1996.
4.1(e)** Ardent Software, Inc. 1995 Non-Statutory Stock Option Plan and form
of stock option agreement thereunder
4.1(f) Informix Corporation 1998 Non-Statutory Stock Option Plan
5.1 Opinion of Counsel as to legality of securities being registered
23.1 Consent of KPMG LLP, Independent Auditors
23.2 Consent of Ernst & Young LLP, Independent Auditors
23.3 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
</TABLE>
-------------------
* Incorporated by reference to the exhibit filed with Ardent
Software, Inc.'s Form 10-K dated March 31, 1997.
- 3 -
<PAGE>
** Incorporated by reference to the respective exhibit of Ardent
Software, Inc.'s Registration Statement on Form S-4/A, File No. 333-73267,
dated March 23, 1999
ITEM 9. UNDERTAKINGS.
(a) RULE 415 OFFERING. 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 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;
(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; and
(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.
(b) FILING INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.
Informix hereby undertakes that, for purposes 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.
(c) REQUEST FOR ACCELERATION OF EFFECTIVE DATE OR FILING OF
REGISTRATION STATEMENT ON FORM S-8.
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.
- 4 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Informix has duly caused this Registration Statement on Form S-8 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Menlo
Park, State of California, on this 1st day of March, 2000.
INFORMIX CORPORATION
By: /s/ Jean Yves F. Dexmier
-------------------------------------
Jean Yves F. Dexmier
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE
APPEARS BELOW CONSTITUTES AND APPOINTS JEAN-YVES F. DEXMIER AND GARY LLOYD AND
EACH ONE OF THEM, ACTING INDIVIDUALLY AND WITHOUT THE OTHER, AS HIS OR HER
ATTORNEY-IN-FACT, EACH WITH FULL POWER OF SUBSTITUTION, FOR HIM IN ANY AND ALL
CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS TO THIS REGISTRATION STATEMENT ON
FORM S-8, 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.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------------- -------------------------------------------------- -----------------
<S> <C> <C>
/s/ Jean Yves F. Dexmier President and Chief Executive Officer (Principal March 1, 2000
- ---------------------------------------- Executive Officer) and Director
Jean Yves F. Dexmier
/s/ Howard A. Bain III Executive Vice President and Chief Financial Officer March 1, 2000
- ---------------------------------------- (Principal Financial and Accounting Officer)
Howard A. Bain III
/s/ Leslie G. Denend Director March 1, 2000
- ----------------------------------------
Leslie G. Denend
/s/ Robert J. Finocchio, Jr. Chairman of the Board and Director March 1, 2000
- ----------------------------------------
Robert J. Finocchio, Jr.
/s/ James L. Koch Director March 1, 2000
- ----------------------------------------
James L. Koch
/s/ Thomas A. McDonnell Director March 1, 2000
- ----------------------------------------
Thomas A. McDonnell
/s/ Cyril J. Yansouni Director March 1, 2000
- ----------------------------------------
Cyril J. Yansouni
/s/ George Reyes Director March 1, 2000
- ----------------------------------------
George Reyes
</TABLE>
- 5 -
<PAGE>
EXHIBIT 4.1(f)
INFORMIX CORPORATION
1998 NONSTATUTORY STOCK OPTION PLAN
1. PURPOSES OF THE PLAN. The purposes of this Nonstatutory Stock Option
Plan are:
(a) to attract and retain the best available personnel for positions
of substantial responsibility,
(b) to provide additional incentive to Employees and Consultants, and
(c) to promote the success of the Company's business.
Options granted under the Plan will be Nonstatutory Stock
Options.
2. DEFINITIONS. As used herein, the following definitions shall apply:
(a) "ADMINISTRATOR" means the Board or any of its Committees as shall
be administering the Plan, in accordance with Section 4 of the Plan.
(b) "APPLICABLE LAWS" means the requirements relating to the
administration of stock option plans under U.S. state corporate laws, U.S.
federal and state securities laws, the Code, any stock exchange or quotation
system on which the Common Stock is listed or quoted and the applicable laws of
any foreign country or jurisdiction where Options are, or will be, granted under
the Plan.
(c) "BOARD" means the Board of Directors of the Company.
(d) "CODE" means the Internal Revenue Code of 1986, as amended.
(e) "COMMITTEE" means a committee of Directors appointed by the Board
in accordance with Section 4 of the Plan.
(f) "COMMON STOCK" means the common stock of the Company.
(g) "COMPANY" means Informix Corporation, a Delaware corporation.
(h) "CONSULTANT" means any person, including an advisor, engaged by
the Company or a Parent or Subsidiary to render services to such entity.
(i) "DIRECTOR" means a member of the Board.
(j) "DISABILITY" means total and permanent disability as defined in
Section 22(e)(3) of the Code.
<PAGE>
(k) "EMPLOYEE" means any person employed by the Company or any
Parent or Subsidiary of the Company, including Officers. An Employee shall
not cease to be an Employee in the case of (i) any leave of absence approved
by the Company or (ii) transfers between locations of the Company or between
the Company, its Parent, any Subsidiary, or any successor. Neither service as
a Director nor payment of a director's fee by the Company shall be sufficient
to constitute "employment" by the Company.
(l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.
(m) "FAIR MARKET VALUE" means, as of any date, the value of Common
Stock determined as follows:
(i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its
Fair Market Value shall be the closing sales price for such stock (or the
closing bid, if no sales were reported) as quoted on such exchange or system for
the market trading day on the date of determination, as reported in The Wall
Street Journal or such other source as the Administrator deems reliable;
(ii) If the Common Stock is regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share of Common Stock shall be the mean between the high bid and low asked
prices for the Common Stock on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such other source as
the Administrator deems reliable;
(iii) In the absence of an established market for the Common
Stock, the Fair Market Value shall be determined in good faith by the
Administrator.
(n) "NOTICE OF GRANT" means a written or electronic notice evidencing
certain terms and conditions of an individual Option grant. The Notice of Grant
is part of the Option Agreement.
(o) "OFFICER" means any Employee who is (i) an officer of the Company
pursuant to the specifications set forth in the bylaws of the Company, (ii)
holds a position of vice-president or above, or (iii) is otherwise treated as an
officer by the Company.
(p) "OPTION" means a nonstatutory stock option granted pursuant to
the Plan, that is not intended to qualify as an incentive stock option within
the meaning of Section 422 of the Code and the regulations promulgated
thereunder.
(q) "OPTION AGREEMENT" means an agreement between the Company and an
Optionee evidencing the terms and conditions of an individual Option grant. The
Option Agreement is subject to the terms and conditions of the Plan.
<PAGE>
(r) "OPTION EXCHANGE PROGRAM" means a program whereby outstanding
options are surrendered in exchange for options with a lower exercise price.
(s) "OPTIONED STOCK" means the Common Stock subject to an Option.
(t) "OPTIONEE" means the holder of an outstanding Option granted
under the Plan.
(u) "PARENT" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.
(v) "PLAN" means this 1998 Nonstatutory Stock Option Plan.
(w) "SHARE" means a share of the Common Stock, as adjusted in
accordance with Section 12 of the Plan.
(x) "SUBSIDIARY" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.
3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 12 of
the Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is eight million (8,000,000) Shares. The Shares may be
authorized, but unissued, or reacquired Common Stock.
4. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by (i) the Board or (ii) a
Committee, which committee shall be constituted to satisfy Applicable Laws.
(b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the
Plan, and in the case of a Committee, subject to the specific duties
delegated by the Board to such Committee, the Administrator shall have the
authority, in its discretion:
(i) to determine the Fair Market Value of the Common Stock;
(ii) to select the Employees and Consultants to whom Options
may be granted hereunder;
(iii) to determine whether and to what extent Options are
granted hereunder;
(iv) to determine the number of shares of Common Stock to be
covered by each Option granted hereunder;
(v) to approve forms of agreement for use under the Plan;
(vi) to determine the terms and conditions, not inconsistent
with the terms of the Plan, of any award granted hereunder. Such terms and
conditions include, but are not limited to, the exercise price, the time or
times when Options may be
<PAGE>
exercised (which may be based on performance criteria), any vesting acceleration
or waiver of forfeiture restrictions, and any restriction or limitation
regarding any Option or the shares of Common Stock relating thereto, based in
each case on such factors as the Administrator, in its sole discretion, shall
determine;
(vii) to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Common Stock covered
by such Option shall have declined since the date the Option was granted;
(viii) to institute an Option Exchange Program;
(ix) to construe and interpret the terms of the Plan and
awards granted pursuant to the Plan;
(x) to modify or amend each Option (subject to Section 14(b)
of the Plan), including the discretionary authority to extend the
post-termination exercisability period of Options longer than is otherwise
provided for in the Plan;
(xi) to authorize any person to execute on behalf of the
Company any instrument required to effect the grant of an Option or previously
granted by the Administrator;
(xii) to determine the terms and restrictions applicable to
Options;
(xiii) to allow Optionees to satisfy withholding tax obligations
by electing to have the Company withhold from the Shares to be issued upon
exercise of an Option that number of Shares having a Fair Market Value equal to
the amount required to be withheld. The Fair Market Value of the Shares to be
withheld shall be determined on the date that the amount of tax to be withheld
is to be determined. All elections by an Optionee to have Shares withheld for
this purpose shall be made in such form and under such conditions as the
Administrator may deem necessary or advisable; and
(xiv) to make all other determinations deemed necessary or
advisable for administering the Plan.
(c) EFFECT OF ADMINISTRATOR'S DECISION. The Administrator's
decisions, determinations and interpretations shall be final and binding on all
Optionees and any other holders of Options.
5. ELIGIBILITY. Options may be granted hereunder only to Employees and
Consultants.
6. LIMITATION. Neither the Plan nor any Option shall confer upon an
Optionee any right with respect to continuing the Optionee's relationship as an
Employee or Consultant with the Company, nor shall they interfere in any way
with the Optionee's right or the Company's right to terminate such relationship
at any time, with or without cause.
<PAGE>
7. TERM OF PLAN. The Plan shall become effective upon July 17, 1998. It
shall continue in effect for ten (10) years, unless sooner terminated under
Section 14 of the Plan.
8. TERM OF OPTION. The term of each Option shall be stated in the Option
Agreement.
9. OPTION EXERCISE PRICE AND CONSIDERATION.
(a) EXERCISE PRICE. The per share exercise price for the Shares to
be issued pursuant to exercise of an Option shall be determined by the
Administrator.
(b) WAITING PERIOD AND EXERCISE DATES. At the time an Option is
granted, the Administrator shall fix the period within which the Option may be
exercised and shall determine any conditions that must be satisfied before the
Option may be exercised.
(c) FORM OF CONSIDERATION. The Administrator shall determine the
acceptable form of consideration for exercising an Option, including the method
of payment. Such consideration may consist entirely of:
(i) cash;
(ii) check;
(iii) promissory note;
(iv) other Shares which (A) in the case of Shares acquired
upon exercise of an option, have been owned by the Optionee for more than six
months on the date of surrender, and (B) have a Fair Market Value on the date of
surrender equal to the aggregate exercise price of the Shares as to which said
Option shall be exercised;
(v) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan;
(vi) such other consideration and method of payment for the
issuance of Shares to the extent permitted by Applicable Laws; or
(vii) any combination of the foregoing methods of payment.
10. EXERCISE OF OPTION.
(a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any Option
granted hereunder shall be exercisable according to the terms of the Plan and at
such times and under such conditions as determined by the Administrator and set
forth in the Option Agreement. An Option may not be exercised for a fraction of
a Share.
<PAGE>
An Option shall be deemed exercised when the Company receives:
(i) written or electronic notice of exercise (in accordance with the Option
Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan. Shares issued
upon exercise of an Option shall be issued in the name of the Optionee or, if
requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company), no right
to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option.
The Company shall issue (or cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a dividend or other right
for which the record date is prior to the date the Shares are issued, except as
provided in Section 12 of the Plan.
Exercising an Option in any manner shall decrease the number of
Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.
(b) TERMINATION OF RELATIONSHIP AS AN EMPLOYEE. If an Optionee
ceases to be a an Employee, other than upon the Optionee's death, the Optionee
may exercise his or her Option within three months after the Optionee ceases to
be an Employee or within such period of time as is specified in the Option
Agreement, and only to the extent that the Option is vested on the date of
termination. If an Optionee ceases to be an Employee due to the Optionee's
death, the Optionee's estate or by a person who acquires the right to exercise
the Option by bequest or inheritance may exercise his or her option within such
period of time as specified in the Option Agreement, and only to the extent that
the Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Option Agreement).
If, on the date of termination, the Optionee is not vested as to his or her
entire Option, the Shares covered by the unvested portion of the Option shall
revert to the Plan. If, after termination, the Optionee does not exercise his
or her Option within the time specified by the Administrator, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.
(c) DISABILITY OF OPTIONEE. In the event of an Optionee's
Disability, the vesting date for all Options which are unexercisable on the date
of the Optionee's Disability but which would otherwise become exercisable within
one year of such date will automatically accelerate to the date of the
Optionee's Disability or will automatically accelerate as set forth in the
Option Agreement. If, on the date of termination, the Optionee is not vested as
to his or her entire Option, including as to accelerated vesting set forth above
or in the Option Agreement, the Shares covered by the unvested portion of the
Option shall revert to the Plan. If, after termination, the Optionee does not
exercise his or her Option within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.
<PAGE>
(d) DEATH OF OPTIONEE. In the event of an Optionee's Death, the
vesting date for all Options which are unexercisable on the date of the
Optionee's Death but which would otherwise become exercisable within one year of
such date will automatically accelerate to the date of the Optionee's Death or
will automatically accelerate as set forth in the Option Agreement. The Option
may be exercised within such period by the Optionee's estate or by a person who
acquires the right to exercise the Option by bequest or inheritance, but only to
the extent that the Option is vested on the date of death, including as to
accelerated vesting set forth above or in the Option Agreement. If, at the time
of death, the Optionee is not vested as to his or her entire Option, the Shares
covered by the unvested portion of the Option shall immediately revert to the
Plan. The Option may be exercised by the executor or administrator of the
Optionee's estate or, if none, by the person(s) entitled to exercise the Option
under the Optionee's will or the laws of descent or distribution. If the Option
is not so exercised within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.
(e) BUYOUT PROVISIONS. The Administrator may at any time offer to
buy out for a payment in cash or Shares, an Option previously granted based on
such terms and conditions as the Administrator shall establish and communicate
to the Optionee at the time that such offer is made.
11. NON-TRANSFERABILITY OF OPTIONS. Unless determined otherwise by the
Administrator, an Option may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee. If the Administrator makes an Option
transferable, such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.
12. CHANGES IN CAPITALIZATION AND OWNERSHIP.
(a) CHANGES IN CAPITALIZATION. Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Option, and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Options have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Option, as well as the price per share of Common Stock covered
by each such outstanding Option, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be
<PAGE>
made with respect to, the number or price of shares of Common Stock subject to
an Option.
(b) CHANGES IN CONTROL. All obligations of the Company under the
Plan, with respect to Option granted thereunder, shall be binding on any
successor to the Company, whether the existence of such successor is the result
of a direct on indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Company.
13. DATE OF GRANT. The date of grant of an Option shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Option, or such other later date as is determined by the Administrator.
Notice of the determination shall be provided to each Optionee within a
reasonable time after the date of such grant.
14. AMENDMENT AND TERMINATION OF THE PLAN.
(a) AMENDMENT AND TERMINATION. The Board may at any time amend,
alter, suspend or terminate the Plan.
(b) EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration,
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator's ability to exercise
the powers granted to it hereunder with respect to options granted under the
Plan prior to the date of such termination.
15. CONDITIONS UPON ISSUANCE OF SHARES.
(a) LEGAL COMPLIANCE. Shares shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with Applicable Laws and shall be further
subject to the approval of counsel for the Company with respect to such
compliance.
(b) INVESTMENT REPRESENTATIONS. As a condition to the exercise of an
Option the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required.
16. INABILITY TO OBTAIN AUTHORITY. The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.
<PAGE>
17. RESERVATION OF SHARES. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
<PAGE>
EXHIBIT 5.1
[Letterhead of Wilson Sonsini Goodrich & Rosati]
March 3, 2000
Informix Corporation
4100 Bohannon Drive
Menlo Park, California 94025
Re: REGISTRATION STATEMENT ON FORM S-8
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about March 1, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of 19,674,424 shares of your Common Stock
(the "Shares") reserved for issuance under the Ardent Software, Inc. 1986 Stock
Option Plan, the Ardent Software, Inc. 1991 Director Stock Option Plan, the
Ardent Software, Inc. 1995 Non-Statutory Stock Option Plan and the Informix
Corporation 1998 Non-Statutory Stock Option Plan (each a "Plan"). As your legal
counsel, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the sale and issuance
of the Shares under the Plans.
It is our opinion that the Shares, as or when issued and sold in the
manner described in the Registration Statement and sold in the manner referred
to in the respective Plan and pursuant to the agreement which accompanies the
respective Plan, are or will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement on Form S-8 of Informix Corporation of our report dated January 26,
2000 relating to the consolidated balance sheets of Informix Corporation and
subsidiaries as of December 31, 1999 and 1998, and the related consolidated
statements of operations, stockholders' equity and cash flows for the years
then ended, and the related financial statement schedule as of and for the
years ended December 31, 1999 and 1998, which report appears in the December
31, 1999 Annuals Report on Form 10-K of Informix Corporation.
/s/ KPMG LLP
Mountain View, California
February 29, 2000
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Ardent Software, Inc. 1986 Stock Option
Plan, the Ardent Software, Inc. 1991 Director Stock Option Plan, the Ardent
Software, Inc. 1995 Non-Statutory Stock Option Plan and the Informix Corporation
1998 Non-Statutory Stock Option Plan of our report dated March 2, 1998, with
respect to the consolidated statements of operations, stockholders' equity, cash
flows and financial statement schedule of Informix Corporation for the year
ended December 31, 1997, included in its Annual Report (Form 10-K) for the year
ended December 31, 1999, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Jose, California
February 29, 2000
