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) October 8, 1999
INFORMIX CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 0-15325 94-3011736
(State of incorporation) (Commission File Number) (IRS Employer Identification No.)
4100 BOHANNON DRIVE, MENLO PARK, CALIFORNIA 94025
(Address of principal executive offices of Registrant)
(650) 926-6300
(Registrant's telephone number, including area code)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 8, 1999, Informix Corporation, a Delaware corporation
("Informix") completed its acquisition of Cloudscape, Inc., a California
corporation ("Cloudscape"), a privately-held provider of synchronized
database solutions for the remote and occasionally connected workforce. In
the acquisition, a wholly-owned subsidiary of Informix merged with and into
Cloudscape; Cloudscape became a wholly-owned subsidiary of Informix; and the
former shareholders of Cloudscape received shares of Informix Common Stock in
exchange for their shares of Cloudscape at the rate of 0.556203 shares of
Informix Common Stock for each share of Cloudscape Common Stock (the
"Merger") (at the effective time of the Merger the only shares of capital
stock of Cloudscape that were outstanding were shares of Cloudscape Common
Stock).
An aggregate of approximately 10,000,000 shares of Informix Common Stock
were issuable pursuant to the Merger, including shares of Informix Common
Stock issuable in connection with the exercise of options or warrants to
purchase Cloudscape Common Stock that Informix assumed in connection with the
Merger. Informix will pay the former shareholders cash in lieu of fractional
shares that would otherwise be issued in the Merger. The shares of Informix
Common Stock received by the former shareholders of Cloudscape as a result of
the Merger were issued in reliance on an exemption from registration under
the Securities Act of 1933, as amended (the "Securities Act"). As a result,
all shares of Informix Common Stock issued in connection with the Merger are
subject to restrictions on transfer under the applicable provisions of the
Securities Act and carry a legend reflecting such restrictions. In
connection with the Merger, Informix has granted the former shareholders of
Cloudscape registration rights pursuant to which Informix will register under
the Securities Act the shares of Informix Common Stock received by the former
shareholders of Cloudscape in the Merger.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Filing of financial statements is not required under Rule 3-05(b)
of Regulation S-X of the Securities Act of 1933.
(b) PRO FORMA FINANCIAL INFORMATION.
Filing of pro forma financial information is not required pursuant
to Article 11 of Regulation S-X of the Securities Act of 1933.
(c) EXHIBITS.
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization, dated
September 15, 1999, by and among Informix Corporation,
Silver Lining Acquisition Corp. and Cloudscape, Inc.
99.1 Press release of Informix Corporation, dated
October 11, 1999.
Pursuant to Item 601(b)(2) of Regulation S-K, the schedules to the
Agreement and Plan of Reorganization have been omitted. The Company agrees
to supplementally furnish such schedules upon request of the Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
INFORMIX CORPORATION
Dated: October 15, 1999 By: /s/ Howard A. Bain III
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Howard A. Bain III
Executive Vice President and Chief
Financial Officer