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As filed with the Securities and Exchange Commission on August 3, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INFORMATICA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 77-0333710
(State of incorporation) (I.R.S. Employer Identification No.)
3350 WEST BAYSHORE ROAD
PALO ALTO, CALIFORNIA 94303
(650) 687-6200
(Address, including zip code, and telephone number,
including area code, of Registrant's principal
executive offices)
GAURAV DHILLON
CHIEF EXECUTIVE OFFICER AND SECRETARY
INFORMATICA CORPORATION
3350 WEST BAYSHORE ROAD
PALO ALTO, CALIFORNIA 94303
(650) 687-6200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
MARK A. BERTELSEN, ESQ.
JOSE F. MACIAS, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(650) 493-9300
Approximate date of commencement of proposed sale to the public:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SHARE(1) PRICE(1) FEE
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Common Stock, par value $0.001 49,543 $8.61 $426,565.23 $106.64
per share
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(1) Estimated solely for the purpose of computing the registration fee required
by Section 6(b) of the Securities Act and computed pursuant to Rule 457(c)
under the Securities Act based upon the average of the high and low prices
of the Common Stock on July 31, 2001, as reported on the Nasdaq National
Market.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to such
Section 8(a), may determine.
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The information contained in this prospectus is not complete and may be changed.
These securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
PROSPECTUS
(Subject to completion, dated August 3, 2001)
49,543 Shares
INFORMATICA CORPORATION
Common Stock
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This prospectus is part of a registration statement that we filed with
the SEC using the "shelf" registration process. It relates to the public
offering, which is not being underwritten, of 49,543 shares of our common stock
that are held by some of our current stockholders. We issued such shares to
these selling stockholders in connection with the acquisition of the outstanding
capital stock of Informatica Partners in June 2001.
The selling stockholders may sell these shares from time to time on the
over-the-counter market in regular brokerage transactions, in transactions
directly with market makers or in privately negotiated transactions. For
additional information on the methods of sale that may be used by the selling
stockholders, see the section entitled "Plan of Distribution" on page 11. We
will not receive any of the proceeds from the sale of these shares. We will bear
the costs relating to the registration of these shares.
Our common stock is listed on the Nasdaq National Market under the
symbol "INFA." On August 1, 2001, the last sale price of our common stock was
$9.35 per share.
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THIS OFFERING INVOLVES MATERIAL RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 4.
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The Securities and Exchange Commission may take the view that, under certain
circumstances, the Selling Stockholders and any broker-dealers or agents that
participate with the Selling Stockholders in the distribution of the Shares may
be deemed to be "underwriters" within the meaning of the Securities Act.
Commissions, discounts or concessions received by any such broker-dealer or
agent may be deemed to be underwriting commissions under the Securities Act. We
and the Selling Stockholders have agreed to certain indemnification
arrangements. See "Plan of Distribution" on page 11.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL
OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Prospectus dated _________, 2001
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TABLE OF CONTENTS
PAGE
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WHERE YOU CAN FIND MORE INFORMATION..................................... 2
THE COMPANY............................................................. 3
FORWARD-LOOKING STATEMENTS.............................................. 3
RISK FACTORS............................................................ 4
USE OF PROCEEDS......................................................... 12
SELLING STOCKHOLDERS.................................................... 13
PLAN OF DISTRIBUTION.................................................... 13
LEGAL MATTERS........................................................... 15
EXPERTS................................................................. 15
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YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS AND IN ANY ACCOMPANYING PROSPECTUS SUPPLEMENT. WE
HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION.
THE SHARES OF COMMON STOCK ARE NOT BEING OFFERED IN ANY JURISDICTION
WHERE THE OFFER IS NOT PERMITTED.
YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY
PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT OF THE DOCUMENTS.
WHERE YOU CAN FIND MORE INFORMATION
- GOVERNMENT FILINGS. We file annual, quarterly and special reports and other
information with the Securities and Exchange Commission (the "SEC"). You may
read and copy any document that we file at the SEC's public reference rooms
in Washington, D.C., New York, New York, and Chicago, Illinois. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference
rooms. Our SEC filings are also available to you free of charge at the SEC's
web site at http://www.sec.gov.
- STOCK MARKET. The common stock is traded on the Nasdaq National Market.
Material filed by Informatica can be inspected at the offices of the
National Association of Securities Dealers, Inc., Reports Section, 1735 K
Street, N.W., Washington, D.C. 20006.
- INFORMATION INCORPORATED BY REFERENCE. The SEC allows us to "incorporate by
reference" the information we file with them, which means that we can
disclose important information to you by referring you to those documents.
The information incorporated by reference is considered to be part of this
prospectus, and information that we file later with the SEC will
automatically update and supersede previously filed information, including
information contained in this document.
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We incorporate by reference the documents listed below and any future
filings we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended, until this offering has
been completed:
1. Our Annual Report on Form 10-K for the fiscal year ended December 31,
2000.
2. Our Quarterly Report on Form 10-Q for the fiscal quarter ended March
31, 2001.
3. The description of our common stock, which is contained in our
registration statement on Form 8-A filed on April 26, 1999.
You may request free copies of these filings by writing or telephoning us at
the following address:
Informatica Corporation
3350 West Bayshore Road
Palo Alto, California 94303
Attention: Investor Relations
(650) 687-6200
THE COMPANY
We are a leading provider of e-business infrastructure and analytic software
that enables our customers to automate the integration, analysis and delivery of
critical corporate information. Using our products, managers and executives gain
valuable business insight they can use to improve operational performance and
enhance competitive advantage.
We provide our customers with a comprehensive family of software products
that are designed to support more effective and timely business decision-making.
Our infrastructure products simplify the process of integrating and analyzing
data from multiple systems, while our complementary analytic application
products provide our customers with standardized reports and metrics that can be
extended to meet their unique business requirements. Using our products,
customers can evaluate the performance of their entire business value-chain,
including direct and indirect sales, marketing, customer service, operations,
human resources, procurement and finance. We market and sell our software and
services through our direct sales force in the United States, Canada, Germany,
Switzerland and the United Kingdom. We also have relationships with distributors
in various regions, including Asia-Pacific, Australia, Europe, Japan and Latin
America, who sublicense our products and provide service and support within
their territories.
Our principal executive offices are located at 3350 W. Bayshore Road, Palo
Alto, California 94303, and our telephone number is (650) 687-6200. We were
incorporated in California in February 1993 and reincorporated in Delaware in
April 1999.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated into this prospectus by
reference contain forward-looking statements that we have made pursuant to the
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are not historical facts but rather are based on
current expectations, estimates and projections about our industry, management's
beliefs, and assumptions made by management. Words such as "anticipates,"
"expects," "intends," "plans," "believes," "seeks," "estimates" and variations
of such words and similar expressions are intended to identify such
forward-looking statements. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and other factors,
some of which are beyond our control, that are difficult to predict and could
cause actual results to differ materially from those expressed or forecasted in
such forward-looking statements. Such risks and uncertainties include those
described in "Risk Factors" and elsewhere in this prospectus and in the
documents incorporated into this prospectus by reference. You are cautioned not
to place undue reliance on these forward-looking statements which reflect
management's view only as of the date of this prospectus. We undertake no
obligation to update such statements or publicly release the result of any
revisions to these forward-looking statements which it may make to reflect
events or circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
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RISK FACTORS
Investors should carefully consider the risks described below before making
an investment decision. The risks described below are not the only ones facing
our company. Additional risks not presently know to us or that we currently
believe are immaterial may also impair our business operations. Our business
could be harmed by any of these risks. The trading price of our common stock
could decline due to any of these risks and investors may lose all or part of
their investment. In assessing these risks, investors should also refer to the
other information contained or incorporated by reference in this Form S-3,
including our consolidated financial statements and related notes.
THE EXPECTED FLUCTUATION OF OUR QUARTERLY RESULTS COULD CAUSE OUR STOCK PRICE TO
EXPERIENCE SIGNIFICANT FLUCTUATIONS OR DECLINES.
Our quarterly operating results have fluctuated in the past and are likely
to do so in the future. These fluctuations could cause our stock price to also
significantly fluctuate or experience declines. Some of the factors which could
cause our operating results to fluctuate include:
- the size and timing of customer orders, which can be affected by
customer order deferrals in anticipation of future new product
introductions or product enhancements and customer budgeting and
purchasing cycles;
- market acceptance of our products;
- the length and variability of our sales cycle for our products;
- announcement, introduction or enhancement of our products or our
competitors' products and changes in our or our competitors' pricing
policies;
- our ability to develop, introduce and market new products on a timely
basis;
- the mix of our products and services sold and the mix of distribution
channels utilized;
- our success in expanding our sales and marketing programs;
- technological changes in computer systems and environments;
- general economic conditions, which may affect our customers' capital
investment and information technology spending levels; and
- increased competition from partnerships formed by our current and
former partners and our competitors.
Our product revenues are not predictable with any significant degree of
certainty. Historically, we have recognized a substantial portion of our
revenues in the last month of the quarter. If customers cancel or delay orders
it can have a material adverse impact on our revenues and results of operation
for the quarter. To the extent any such cancellations or delays are for large
orders, this impact will be greater. To the extent that the average size of our
orders increases, customers' cancellations or delays of orders will more likely
harm our revenues and results of operations.
Our quarterly product license revenues are difficult to forecast because we
historically have not had a substantial backlog of orders, and therefore
revenues in each quarter are substantially dependent on orders booked an shipped
in that quarter and cash collections from specific international customers and
specific resellers. Our product license revenues are also difficult to forecast
because the market for our products is rapidly evolving, and our sales cycles,
which may last many months, vary substantially from customer to customer and
vary in general due to a number of factors, some of which we have little or no
control, such as (i) size and timing of individual license transactions, the
closing of which tend to be delayed by customers until the end of a fiscal
quarter as a negotiating tactic, (ii) potential for delay or deferral of
customer implementations of our software, (iii) changes in customer budgets, and
(iv) seasonality of technology purchases and other general economic conditions.
Nonetheless, our short-term expense levels are relatively fixed and based, in
part, on our expectations of future revenues.
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The difficulty we have in predicting our quarterly revenue means revenues
shortfalls are likely to occur at some time, and our inability to adequately
reduce short-term expenses means such shortfalls will affect not only our
revenue, but also our overall business, results of operations and financial
condition. Due to the uncertainty surrounding our revenues and expenses, we
believe that quarter-to-quarter comparisons of our operating results are not a
good indication of our future performance. While we achieved significant
quarter-to-quarter revenue growth in the past, you should not take these recent
quarterly results to be indicative of our future performance. We do not expect
to sustain this same rate of sequential quarterly revenue growth in future
periods. Moreover our future operating results may fall below the expectations
of stock analysts and investors. If this happens, the price of our common stock
may fall.
GENERAL ECONOMIC CONDITIONS MAY REDUCE OUR REVENUES AND HARM OUR BUSINESS.
As our business has grown, we have become increasingly subject to the risks
arising from adverse changes in domestic and global economic conditions. Because
of the recent economic slowdown in the United States and in Europe, many
industries are delaying or reducing technology purchases. The impact of this
slowdown on us is difficult to predict, but it has resulted in reductions in
capital expenditures by our end-user customers, longer sales cycles, deferral or
delay of purchase commitments for our products and increased price competition.
As a result, if the current economic conditions in the U.S. and Europe continue
or worsen, or if a wider or global economic slowdown occurs, we may continue to
fall short of our revenue expectations for any given quarter in 2001 or for the
entire year. These conditions would negatively affect our business and results
of operations. In addition, weakness in the end-user market could negatively
affect the cash flow of our reseller customers who could, in turn, delay paying
their obligations to us. This would increase our credit risk exposure which
could harm our profitability and financial condition.
BECAUSE WE SELL A LIMITED NUMBER OF PRODUCTS, IF THESE PRODUCTS DO NOT ACHIEVE
BROAD MARKET ACCEPTANCE, OUR REVENUES WILL BE ADVERSELY AFFECTED.
To date, substantially all of our revenues were derived from our
PowerCenter, PowerConnects, PowerMart, our analytic application software
products and related services. We expect revenues derived from these products
and related services to comprise substantially all of our revenues for the
foreseeable future. Even if the emerging software market in which these products
are sold grows substantially, if any of these products do not achieve market
acceptance, our revenues will be adversely affected. In particular, we recently
released our analytic application products and the degree of market acceptance
for these products is unknown. Market acceptance of our products could be
affected if, among other things, competition substantially increases in the
analytic applications marketplace or transactional applications suppliers
integrate their products to such a degree that the utility of the data
integration functionality that our products provide is minimized or rendered
unnecessary.
IF THE MARKET IN WHICH WE SELL OUR PRODUCTS AND SERVICES DOES NOT GROW AS WE
ANTICIPATE, IT WILL ADVERSELY AFFECT OUR REVENUES.
The market for software solutions, including analytic applications, that
enable more effective business decision making by helping companies aggregate
and utilize data stored throughout an organization is relatively new and still
emerging. Substantially all of our revenues are attributable to the sale of
products and services in this market. If this market does not grow at the rate
we anticipate, our business, results of operations and financial condition will
be adversely affected. One of the reasons this market might not grow as we
anticipate is that many companies are not yet fully aware of the benefits of
using these software solutions to help make business decisions or the benefits
of our specific product solutions. As a result, we believe large companies have
deployed these software solutions to make business decisions on a relatively
limited basis. Although we have devoted and intend to continue to devote
significant resources promoting market awareness of the benefits of these
solutions, our efforts may be unsuccessful or insufficient.
Analytic applications' higher price point and potentially longer sales cycle
could be especially affected by a global economic slowdown, where larger
transaction sizes receive closer scrutiny.
IF WE ARE UNABLE TO ACCURATELY FORECAST REVENUES, IT MAY HARM OUR BUSINESS
OR RESULTS OF OPERATIONS.
We use a "pipeline" system, a common industry practice, to forecast sales
and trends in our business. Our sales personnel monitor the status of all
proposals, including the date when they estimate that a customer will make a
purchase decision and the potential dollar amount of the sale. We aggregate
these estimates periodically in order to generate a
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sales pipeline. We compare the pipeline at various points in time to look for
trends in our business. While this pipeline analysis may provide us with some
guidance in business planning and budgeting, these pipeline estimates are
necessarily speculative and may not consistently correlate to revenues in a
particular quarter or over a longer period of time. Any change in the conversion
of the pipeline into contracts or in the pipeline itself could cause us to
improperly plan or budget and thereby adversely affect our business or results
of operations. In particular, a slowdown in the economy may cause customer
purchases to be reduced in amount, deferred or cancelled which will therefore
reduce the overall license pipeline conversion rates in a particular period of
time.
WE RELY ON THIRD-PARTY TECHNOLOGIES AND IF WE ARE UNABLE TO USE OR INTEGRATE
THESE TECHNOLOGIES, OUR PRODUCT AND SERVICE DEVELOPMENT MAY BE DELAYED.
We intend to continue to license technologies from third parties, including
applications used in our research and development activities and technologies,
which are integrated into our products and services. If we cannot obtain,
integrate or continue to license any of these technologies, we may experience a
delay in product and service development until equivalent technology can be
identified, licensed and integrated. These technologies may not continue to be
available to us on commercially reasonable terms or at all. We may not be able
to successfully integrate any licensed technology into our products or services,
which would harm our business and operating results. Third-party licenses also
expose us to increased risks that include:
- risks of product malfunction after new technology is integrated;
- the diversion of resources from the development of our own proprietary
technology; and
- our inability to generate revenue from new technology sufficient to
offset associated acquisition and maintenance costs.
THE LENGTHY SALES CYCLE AND IMPLEMENTATION PROCESS OF OUR PRODUCTS MAKES OUR
REVENUES SUSCEPTIBLE TO FLUCTUATIONS.
Our sales cycle can be lengthy because the expense, complexity, broad
functionality and company-wide deployment of our products, particularly our
analytic applications products, typically requires executive-level approval for
investment in our products. In addition, to successfully sell our products, we
frequently must educate our potential customers about the full benefits of our
products, which also can require significant time. Due to these factors, the
sales cycle associated with the purchase of our products is subject to a number
of significant risks over which we have little or no control, including:
- customers' budgetary constraints and internal acceptance review
procedures;
- the timing of budget cycles;
- concerns about the introduction of our products or competitors' new
products; or
- potential downturns in general economic conditions.
Further, our sales cycle may lengthen as we continue to focus our sales
efforts on large corporations. The implementation of our products, and
particularly our analytic application products, can be a complex and time-
consuming process, the length and cost of which may be difficult to predict. If
our sales cycle and implementation process lengthens unexpectedly, it could
adversely affect the timing of our revenues or increase costs, either of which
may independently cause fluctuations in our revenue.
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THE MARKET IN WHICH WE SELL OUR PRODUCTS IS HIGHLY COMPETITIVE.
The market for our products is highly competitive, quickly evolving and
subject to rapidly changing technology. Many of our competitors or potential
competitors have longer operating histories, substantially greater financial,
technical, marketing or other resources, or greater name recognition than we do.
Our competitors may be able to respond more quickly than we can to new or
emerging technologies and changes in customer requirements. Competition could
seriously impede our ability to sell additional products and services on terms
favorable to us. Our current and potential competitors may develop and market
new technologies that render our existing or future products obsolete,
unmarketable or less competitive. We believe we currently compete more on the
basis of our products' functionality than on the basis of price. If our
competitors develop products with similar or superior functionality, we may have
difficulty competing on the basis of price.
Our current and potential competitors may make strategic acquisitions or
establish cooperative relationships among themselves or with other solution
providers, thereby increasing the ability of their products to address the needs
of our prospective customers. Our current and potential competitors may
establish or strengthen cooperative relationships with our current or future
strategic partners, thereby limiting our ability to sell products through these
channels. Competitive pressures could reduce our market share or require us to
reduce our prices, either of which could harm our business, results of
operations or financial condition. We compete principally against providers of
data warehousing and analytic application software. Such competitors include
Acta Technology, Ascential Software Corporation, Broadbase Software, Inc.,
E.piphany Inc., and Sagent Technology, Inc.
In addition, we compete against database vendors and business intelligence
vendors that currently offer, or may develop, products with functionalities that
compete with our solutions, such as Brio Technology, Inc., Business Objects
S.A., Cognos Inc. Hyperion Solutions Corporation and Microstrategy Inc. These
products typically operate specifically with these competitors' proprietary
databases. Such potential competitors include IBM, Microsoft and Oracle.
IF WE DO NOT MAINTAIN AND STRENGTHEN OUR RELATIONSHIPS WITH OUR STRATEGIC
PARTNERS, OUR ABILITY TO GENERATE REVENUE AND CONTROL IMPLEMENTATION COSTS WILL
BE ADVERSELY AFFECTED.
We believe that our ability to increase the sales of our products and our
future success will depend in part upon maintaining and strengthening successful
relationships with our current or future strategic partners. In addition to our
direct sales force, we rely on established relationships with a variety of
strategic partners, such as systems integrators, resellers and distributors, for
marketing, licensing, implementing and supporting our products in the United
States and internationally. We also rely on relationships with strategic
technology partners, such as enterprise resource planning providers and
enterprise application providers, for the promotion and implementation of our
solutions.
In particular, our ability to market our products depends substantially on
our relationships with significant strategic partners, including Accenture,
Ariba, BroadVision, Business Objects, Deloitte Consulting, KPMG Consulting,
PeopleSoft, PricewaterhouseCoopers, SAP, Siebel Systems, Sybase, TIBCO, Vitrio
and webMethods. In addition, our strategic partners may offer products of
several different companies, including, in some cases, products that compete
with our products. We have limited control, if any, as to whether these
strategic partners devote adequate resources to promoting, selling and
implementing our products.
We may not be able to maintain our strategic partnerships or attract
sufficient additional strategic partners who are able to market our products
effectively, who are qualified to provide timely and cost-effective customer
support and service or who have the technical expertise and personnel resources
necessary to implement our products for our customers. In particular, if our
strategic partners do not devote adequate resources for implementation of our
products, we will incur substantial additional costs associated with hiring and
training additional qualified technical personnel to timely implement solutions
for our customers. Furthermore, our relationships with our strategic partners
may not generate enough revenue to offset the significant resources used to
develop these relationships.
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ANY SIGNIFICANT DEFECT IN OUR PRODUCTS COULD CAUSE US TO LOSE REVENUE AND EXPOSE
US TO PRODUCT LIABILITY CLAIMS.
The software products we offer are inherently complex and, despite extensive
testing and quality control, have in the past and may in the future contain
errors or defects, especially when first introduced. These defects and errors
could cause damage to our reputation, loss of revenue, product returns, order
cancellations or lack of market acceptance of our products, and as a result,
harm our business, results of operations or financial condition. We have in the
past and may in the future need to issue corrective releases of our software
products to fix these defects or errors. For example, we issued corrective
releases to fix problems with the version of our PowerMart released in the first
quarter of 1998. As a result, we had to allocate significant customer support
resources to address these problems. Our license agreements with our customers
typically contain provisions designed to limit our exposure to potential product
liability claims. The limitation of liability provisions contained in our
license agreements, however, may not be effective as a result of existing or
future national, federal, state or local laws or ordinances or unfavorable
judicial decisions. Although we have not experienced any product liability
claims to date, the sale and support of our products entails the risk of such
claims, which could be substantial in light of the use of our products in
enterprise-wide applications. If a claimant successfully brings a product
liability claim against us, it would likely significantly harm our business,
results of operations or financial condition.
TECHNOLOGICAL ADVANCES AND EVOLVING INDUSTRY STANDARDS COULD ADVERSELY IMPACT
OUR FUTURE PRODUCT SALES.
The market for our products is characterized by continuing technological
development, evolving industry standards and changing customer requirements. The
introduction of products by our direct competitors or others embodying new
technologies, the emergence of new industry standards or changes in customer
requirements could render our existing products obsolete, unmarketable or less
competitive. In particular, an industry-wide adoption of uniform open standards
across heterogeneous analytic applications could minimize the importance of the
integration functionality of our products and materially adversely affect the
competitiveness and market acceptance of our products. Our success depends upon
our ability to enhance existing products, to respond to changing customer
requirements and to develop and introduce in a timely manner new products that
keep pace with technological and competitive developments and emerging industry
standards. We have in the past experienced delays in releasing new products and
product enhancements and may experience similar delays in the future. As a
result, some of our customers deferred purchasing the PowerMart product until
this upgrade was released. Future delays or problems in the installation or
implementation of our new releases may cause customers to forego purchases of
our products and purchase those of our competitors instead. Failure to develop
and introduce new products, or enhancements to existing products, in a timely
manner in response to changing market conditions or customer requirements, will
materially and adversely affect our business, results of operations and
financial condition.
WE EXPECT SEASONAL TRENDS TO CAUSE OUR QUARTERLY REVENUES TO FLUCTUATE.
In recent years, there has been a relatively greater demand for our products
in the fourth quarter than in each of the first three quarters of the year,
particularly the first quarter. As a result, we historically have experienced
relatively higher bookings in the fourth quarter and relatively lighter bookings
in the first quarter. While some of this effect can be attributed to the rapid
growth of revenues in recent years, we believe that these fluctuations are
caused by customer buying patterns (often influenced by year-end budgetary
pressures) and the efforts of our direct sales force to meet or exceed year-end
sales quotas. In addition, European sales may tend to be relatively lower during
the summer months than during other periods. We expect that seasonal trends will
continue for the foreseeable future. This seasonal impact may increase as we
continue to focus our sales efforts on large corporations.
WE RECOGNIZE REVENUE FROM SPECIFIC CUSTOMERS AT THE TIME WE RECEIVE PAYMENT FOR
OUR PRODUCTS, AND IF THESE CUSTOMERS DO NOT MAKE TIMELY PAYMENT, OUR REVENUES
COULD DECREASE.
Based on limited credit history, we recognize revenue from sales to OEMs,
specific resellers, distributors and specific international customers at the
time we receive payment for our products, rather than at the time of sale. If
these customers do not make timely payment for our products, our revenues could
decrease. If our revenues decrease, the price of our common stock may fall.
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WE HAVE A LIMITED OPERATING HISTORY AND A HISTORY OF LOSSES, AND WE MAY NOT BE
ABLE TO ACHIEVE PROFITABLE OPERATIONS.
We were incorporated in 1993 and began selling our products in 1996; and
therefore, we have a limited operating history upon which investors can evaluate
our operations, products and prospects. We have incurred significant net losses
since our inception, and we may not achieve profitability. We intend to increase
our operating expenses in the next twelve months; therefore, our operating
results will be harmed if revenues do not increase.
OUR BUSINESS COULD SUFFER AS A RESULT OF OUR STRATEGIC ACQUISITIONS AND
INVESTMENTS.
In December 1999, we acquired Influence, a developer of analytic
applications for e-business. In February 2000, we acquired Delphi, a distributor
of our products in Switzerland. In August 2000, we acquired Zimba, a provider of
applications that enable mobile professionals to have real-time access to
enterprise and external information through wireless devices, voice recognition
technologies and the Internet. In April 2000, we acquired certain PwC
intellectual property rights and personnel in exchange for shares of our common
stock. In November 2000, we acquired certain intellectual property from QRB
Developers. In January 2001, we acquired syn-T-sys, a distributor of our
products in the Netherlands and Belgium. In June 2001, we acquired Informatica
Partners, a distributor of our products in France. We may not be able to
effectively integrate these companies, intellectual property, or personnel, and
our attempts to do so will place an additional burden on our management and
infrastructure. These acquisitions will subject us to a number of risks,
including:
- the loss of key personnel, customers and business relationships;
- difficulties associated with assimilating and integrating the new
personnel and operations of the acquired company;
- the potential disruption of our ongoing business;
- the expense associated with maintenance of uniform standards,
controls, procedures, employees and clients;
- the risk of product malfunction after new technology is integrated;
- the diversion of resources from the development of our own
proprietary technology;
- our inability to generate revenue from new technology sufficient to
offset associated acquisition and maintenance costs; and
- the risk of impairment write offs.
There can be no assurance that we will be successful in overcoming these
risks or any other problems encountered in connection with our acquisitions.
WE MAY ENGAGE IN FUTURE ACQUISITIONS OR INVESTMENTS THAT COULD DILUTE OUR
EXISTING STOCKHOLDERS, OR CAUSE US TO INCUR CONTINGENT LIABILITIES, DEBT OR
SIGNIFICANT EXPENSE.
From time to time, in the ordinary course of business, we may evaluate
potential acquisitions of, or investments in related businesses, products or
technologies. Future acquisitions could result in the issuance of dilutive
equity securities, the incurrence of debt or contingent liabilities. There can
be no assurance that any strategic acquisition or investment will succeed. Any
future acquisition or investment could harm our business, financial condition
and results of operation.
OUR INTERNATIONAL OPERATIONS EXPOSE US TO GREATER INTELLECTUAL PROPERTY,
COLLECTIONS, EXCHANGE RATE FLUCTUATIONS, REGULATORY AND OTHER RISKS, WHICH COULD
LIMIT OUR FUTURE GROWTH.
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We intend to continue to expand our international operations, and as a
result, we may face significant additional risks. Our failure to manage our
international operations and the associated risks effectively could limit the
future growth of our business. The expansion of our existing international
operations and entry into additional international markets will require
significant management attention and financial resources.
Our international operations face numerous risks. Our products must be
localized -- customized to meet local user needs -- in order to be sold in
particular foreign countries. Developing local versions of our products for
foreign markets is difficult and can take longer than we anticipate. We
currently have limited experience in localizing products and in testing whether
these localized products will be accepted in the targeted countries. We cannot
assure you that our localization efforts will be successful. In addition, we
have only a limited history of marketing, selling and supporting our products
and services internationally. As a result, we must hire and train experienced
personnel to staff and manage our foreign operations. However, we may experience
difficulties in recruiting and training an international staff. We must also be
able to enter into strategic relationships with companies in international
markets. If we are not able to maintain successful strategic relationships
internationally or recruit additional companies to enter into strategic
relationships, our future growth could be limited.
Our international business is subject to a number of risks, including the
following:
- greater difficulty in protecting intellectual property;
- greater difficulty in staffing and managing foreign operations;
- greater risk of uncollectible accounts;
- longer collection cycles;
- potential unexpected changes in regulatory practices and tariffs;
- potential unexpected changes in tax laws and treaties;
- sales seasonality;
- the impact of fluctuating exchange rates between the U.S. dollar and
foreign currencies in markets where we do business; and
- general economic and political conditions in these foreign markets.
We may encounter difficulties predicting the extent of the future impact of
these conditions. These factors and other factors could harm our ability to gain
future international revenues and consequently on our business, results of
operations and financial condition.
DIFFICULTIES WE MAY ENCOUNTER MANAGING OUR GROWTH COULD HARM OUR RESULTS OF
OPERATIONS.
We have experienced a period of rapid and substantial growth that has placed
and, if such growth continues, will continue to place a strain on our
administrative and operational infrastructure. If we are unable to manage this
growth effectively, our business, results of operations or financial condition
may be significantly harmed. Our ability to manage our operations and growth
effectively requires us to continue to improve our sales, operational, financial
and management controls, reporting systems and procedures and hiring programs.
We may not be able to successfully implement improvements to our sales,
management information and control systems in an efficient or timely manner, and
we may discover deficiencies in existing systems and controls.
IF WE ARE NOT ABLE TO ADEQUATELY PROTECT OUR PROPRIETARY RIGHTS, OUR BUSINESS
COULD BE HARMED.
Our success depends upon our proprietary technology. We rely on a
combination of patent, copyright, trademark and trade secret rights,
confidentiality procedures and licensing arrangements to establish and protect
our proprietary
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rights. Our pending patent applications may not be allowed or our competitors
may successfully challenge the validity or scope of any of our five issued
patents or any future issued patents. Our patents alone may not provide us with
any significant competitive advantage. Third parties could copy or otherwise
obtain and use our products or technology without authorization, or develop
similar technology independently. We cannot easily monitor any unauthorized use
of our products, and, although we are unable to determine the extent to which
piracy of our software products exists, software piracy is a prevalent problem
in our industry in general.
Furthermore, effective protection of intellectual property rights is
unavailable or limited in various foreign countries. The protection of our
proprietary rights may be inadequate and our competitors could independently
develop similar technology, duplicate our products or design around any patents
or other intellectual property rights we hold.
WE MAY FACE INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS THAT COULD BE COSTLY TO
DEFEND AND RESULT IN OUR LOSS OF SIGNIFICANT RIGHTS.
As is common in the software industry, we have received and may continue
from time to time receive notices from third parties claiming infringement by
our products of third-party patent and other proprietary rights. Third parties
could claim that our current or future products infringe their patent or other
proprietary rights. Any claims, with or without merit, could be time-consuming,
result in costly litigation, cause product shipment delays or require us to
enter into royalty or licensing agreements, any of which could adversely effect
our business, financial condition and operating results. Such royalty or
licensing agreements, if required, may not be available on terms acceptable to
us, or at all. Legal action claiming patent infringement could be commenced
against us, and we may not prevail in such litigation given the complex
technical issues and inherent uncertainties in patent litigation. Moreover, the
cost of defending patent litigation could be substantial, regardless of the
outcome. In the event a patent claim against us was successful and we could not
obtain a license on acceptable terms, license a substitute technology or
redesign to avoid infringement, our business, financial condition and operating
results would be significantly harmed.
OUR STOCK PRICE FLUCTUATES AS A RESULT OF OUR BUSINESS AND STOCK MARKET
FLUCTUATIONS.
The market price for our common stock has experienced significant
fluctuations and may continue to fluctuate significantly. The market price for
our common stock may be affected by a number of factors, including the
following:
- the announcement of new products or product enhancements by us or our
competitors;
- quarterly variations in our or our competitors' results of operations;
- changes in earnings estimates or recommendations by securities analysts;
- developments in our industry; and
- general market conditions and other factors, including factors unrelated
to our operating performance or the operating performance of our
competitors.
In addition, stock prices for many companies in the technology and emerging
growth sectors have experienced wide fluctuations that have often been unrelated
to the operating performance of such companies. After periods of volatility in
the market price of a particular company's securities, securities class action
litigation has often been brought against that company. We may become involved
in this type of litigation in the future, which is often expensive and diverts
management's attention and resources, which could harm our ability to execute
our business plan. Such factors and fluctuations, as well as general economic,
political and market conditions, may cause the market price of our common stock
to decline, which may impact our operations.
THE LOSS OF KEY PERSONNEL OR THE INABILITY TO ATTRACT AND RETAIN ADDITIONAL
PERSONNEL, PARTICULARLY IN THE SILICON VALLEY AREA, WHERE WE ARE HEADQUARTERED,
COULD HARM OUR RESULTS OF OPERATIONS.
We believe our success depends upon our ability to attract and retain highly
skilled personnel, including Gaurav S. Dhillon, our Chief Executive Officer,
Diaz H. Nesamoney, our President and Chief Operating Officer, and other key
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members of our management team. We currently do not have any key-man life
insurance relating to our key personnel, and their employment is at-will and not
subject to employment contracts.
We may not be successful in attracting, assimilating and retaining key
personnel in the future. As we seek to expand our operations, the hiring of
qualified sales and technical personnel will be difficult due to the limited
number of qualified professionals. Competition for these types of employees,
particularly in the Silicon Valley area, where we are headquartered, is intense.
We have in the past experienced difficulty in recruiting qualified sales and
technical personnel. Failure to attract, assimilate and retain key personnel,
particularly sales and technical personnel, would harm our business, results of
operations and financial condition.
WE MAY NEED TO RAISE ADDITIONAL CAPITAL IN THE FUTURE, WHICH MAY NOT BE
AVAILABLE ON REASONABLE TERMS TO US, IF AT ALL.
We may not generate sufficient revenue from operations to offset our
operating or other expenses. As a result, in the future, we may need to raise
additional funds through public or private debt or equity financings. We may not
be able to borrow money or sell more of our equity securities to meet our cash
needs. Even if we are able to do so, it may not be on terms that are favorable
or reasonable to us. If we are not able to raise additional capital when we need
it in the future, our business could be seriously harmed.
OUR CERTIFICATE OF INCORPORATION AND BYLAWS CONTAIN PROVISIONS THAT COULD
DISCOURAGE A TAKEOVER.
Our basic corporate documents and Delaware law contain provisions that might
enable our management to resist a takeover. These provisions might discourage,
delay or prevent a change in the control of Informatica or a change in our
management. Our amended and restated certificate of incorporation provides that
we have a classified Board of Directors, with each class of directors subject to
re-election every three years. This classified board has the effect of making it
more difficult for third parties to insert their representatives on our Board of
Directors and gain control of Informatica. These provisions could also
discourage proxy contests and make it more difficult for you and other
stockholders to elect directors and take other corporate actions. The existence
of these provisions could limit the price that investors might be willing to pay
in the future for shares of the common stock.
BUSINESS INTERRUPTIONS COULD ADVERSELY AFFECT OUR BUSINESS.
Our operations are vulnerable to interruption by fire, earthquake, power
loss, telecommunications failure and other events beyond our control. We do not
have a detailed disaster recovery plan. Our facilities in the State of
California are currently subject to electrical blackouts as a consequence of a
shortage of available electrical power. In the event these blackouts continue or
increase in severity, they could disrupt the operations of our affected
facilities. In connection with the shortage of available power, prices for
electricity have risen dramatically, and will likely continue to increase for
the foreseeable future. Such price changes will increase our operating costs,
which could in turn hurt our profitability. In addition, we do not carry
sufficient business interruption insurance to compensate us for losses that may
occur, and any losses or damages incurred by us could have a material adverse
effect on our business.
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USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock by the
Selling Stockholders. All net proceeds from the sale of the common stock covered
by this prospectus will go to the Selling Stockholders who offer and sell their
shares.
SELLING STOCKHOLDERS
The following table sets forth the number of shares owned by each of the
Selling Stockholders as of August 3, 2001. None of the Selling Stockholders has
had a material relationship with us within the past three years other than as
described below or as a result of the ownership of the shares or other
securities of Informatica. No estimate can be given as to the amount of shares
that will be held by the Selling Stockholders after completion of this offering
because the Selling Stockholders may offer all or some of the shares and because
there currently are no agreements, arrangements or understandings with respect
to the sale of any of the shares. The shares offered by this prospectus may be
offered from time to time by the Selling Stockholder named below.
SHARES
BENEFICIALLY OWNED
NUMBER OF SHARES WHICH
MAY BE SOLD PURSUANT TO
NAME OF SELLING STOCKHOLDER NUMBER(1) PERCENTAGE THIS PROSPECTUS (2)(3)
--------------------------- --------- ---------- ------------------------
Bruce Denby 1,709 * 1,709
M. Claude Shavit 3,408 * 3,408
M.R. Finaz de Villaine 3,070 * 3,070
M. Bertrand Cariou 4,606 * 4,606
M. Herve Kauffmann 9,212 * 9,212
Ariana Finance 26,089 * 26,089
Roch de Sorbay 1,295 * 1,295
Roger Haddad 154 * 154
TOTAL 49,543 * 49,543
====== ========= ======
----------
* Less than 1% of our outstanding common stock.
(1) Certain Selling Stockholders may receive additional shares pursuant to an
earn-out formula. The aggregate number of earn-out shares will not exceed 24,767
shares. These earn-out shares have not been included in this registration
statement or in this table. An amendment to this registration statement and a
prospectus supplement will be filed to reflect any change in the number of
shares offered by the individual Selling Stockholders as a result of the
issuance of earn-out shares, if any.
(2) This registration statement also shall cover any additional shares of
common stock that become issuable in connection with the shares registered for
sale hereby by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without the receipt of consideration that
results in an increase in the number of our outstanding shares of common stock.
PLAN OF DISTRIBUTION
We are registering all 49,543 shares of common stock (the "Shares") on behalf
of the Selling Stockholders. As used in this prospectus, "Selling Stockholders"
includes the pledgees, donees, transferees or other successors in interest that
receive such shares as a gift, partnership distribution or other non-sale
related transfer. The Shares may be offered and sold from time to time by the
Selling Stockholders. The Selling Stockholders will act independently of
Informatica in making decisions with respect to the timing, manner and size of
each sale.
The Selling Stockholders may sell the Shares in the over-the-counter market
or otherwise, at (1) market prices prevailing at the time of sale, (2) prices
related to the prevailing market prices or (3) negotiated prices. The Selling
Stockholders may sell some or all of their Shares through:
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- a block trade in which a broker-dealer may resell a portion of the
block, as principal, in order to facilitate the transaction;
- purchases by a broker-dealer as principal and resale by such
broker-dealer for its own account;
- an over-the-counter distribution in accordance with the rules of the
Nasdaq National Market;
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers; or
- in privately negotiated transactions.
To the extent required, this prospectus may be amended and supplemented from
time to time to describe a specific plan of distribution.
In connection with the distribution of the Shares, the Selling
Stockholders may also enter into hedging transactions with broker-dealers or
other financial institutions. In connection with such transactions,
broker-dealers or other financial institutions may engage in short sales of our
common stock in the course of hedging the positions they assume with the Selling
Stockholders. The Selling Stockholders may also:
- sell our common stock short and redeliver the Shares to close out
such short positions;
- enter into option or other types of transactions that require the
Selling Stockholder to deliver the Shares to a broker-dealer, who
will then resell or transfer the Shares pursuant to this prospectus
(as supplemented or amended to reflect such transaction); or
- loan or pledge the Shares to a broker-dealer, who may sell the loaned
shares or, in the event of default, sell the pledged shares pursuant
to this prospectus (as supplemented or amended to reflect such
transaction).
In addition, any Shares that qualify for sale pursuant to Rule 144 may
be sold under Rule 144 rather than pursuant to this prospectus.
The Selling Stockholders may negotiate and pay broker-dealers
commissions, discounts or concessions for their services. Broker-dealers engaged
by the Selling Stockholders may allow other broker-dealers to participate in
resales. However, the Selling Stockholders and any broker-dealers involved in
the sale or resale of the Shares may qualify as "underwriters" within the
meaning of Section 2(11) of the Securities Act. In addition, the broker-dealers'
commissions, discounts or concessions may qualify as underwriters' compensation
under the Securities Act. If the Selling Stockholders qualify as "underwriters,"
they will be subject to the prospectus delivery requirements of Section 153 of
the Act, which may include delivery through the facilities of the NASD. We will
pay all expenses incident to the offering and sale of the Shares to the public
other than any commissions and discounts of underwriters, dealers or agents and
any transfer taxes.
In order to comply with the securities laws of certain states, if
applicable, the Shares must be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
We have advised the Selling Stockholders that the anti-manipulation
rules of Regulation M under the Exchange Act may apply to sales of Shares in the
market and to the activities of the Selling Stockholders and their affiliates.
In addition, we will make copies of this prospectus available to the Selling
Stockholders, and we have informed them of the need for delivery of copies of
this prospectus to purchasers at or prior to the time of any sale of the Shares
offered hereby. The Selling Stockholders may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities Act.
At the time a particular offer of Shares is made, if required, a
Prospectus Supplement will be distributed that will set forth the number of
Shares being offered and the terms of the offering, including the name of any
underwriter, dealer or agent, the purchase price paid by any underwriter, any
discount, commission and other item constituting compensation,
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any discount, commission or concession allowed or reallowed or paid to any
dealer, and the proposed selling price to the public.
The sale of Shares by the Selling Stockholders is subject to compliance
by the Selling Stockholders with certain contractual restrictions they have with
us. There can be no assurance that the Selling Stockholders will sell all or any
of the Shares.
We have agreed to indemnify the Selling Stockholders against certain
liabilities, including liabilities under the Securities Act. In return, these
Selling Stockholders have agreed to indemnify us and certain related persons
against certain liabilities, including liabilities under the Securities Act.
LEGAL MATTERS
The validity of the common stock offered hereby will be passed upon by
Wilson Sonsini Goodrich & Rosati, Palo Alto, California, counsel to Informatica.
EXPERTS
The consolidated financial statements of Informatica Corporation as of
December 31, 1999 and 2000 and for each of the three years in the period ended
December 31, 2000 included in this prospectus and elsewhere in the registration
statement have been audited by Ernst & Young LLP, independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of such firm as experts in accounting and
auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
We will pay all expenses incident to the offering and sale to the public of
the shares being registered other than any commissions and discounts of
underwriters, dealers or agents and any transfer taxes. Such expenses are set
forth in the following table. All of the amounts shown are estimates except the
Securities and Exchange Commission ("SEC") registration fee.
AMOUNT TO BE
PAID BY
REGISTRANT
------------
SEC registration fee $ 106.64
Legal fees and expenses 15,000
Accounting fees and expenses 7,500
Miscellaneous expenses 0
==========
Total $22,606.64
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Section 145 of the General Corporate Law of the State of Delaware, we
have broad powers to our directors and officers against liabilities they may
incur in such capacities, including liabilities under the Securities Act. Our
Amended and Restated Bylaws also provide for mandatory indemnification of our
directors and executive officers, and permissive indemnification of its
employees and agents, to the fullest extent permissible under Delaware law.
Our Amended and Restated Certificate of Incorporation provides that the
liability of our directors for monetary damages shall be eliminated to the
fullest extent permissible under Delaware law. Pursuant to Delaware law, this
includes elimination of liability for monetary damages for breach of the
directors' fiduciary duty of care to us and our stockholders. These provisions
do not eliminate the directors' duty of care and, in appropriate circumstances,
equitable remedies such as injunctive or other forms of non-monetary relief will
remain available under Delaware law. In addition, each director will continue to
be subject to liability for breach of the director's duty of loyalty to us, for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for any transaction from which the director derived
an improper personal benefit, and for payment of dividends or approval of stock
repurchases or redemptions that are unlawful under Delaware law. The provision
also does not affect a director's responsibilities under any other laws, such as
the securities laws or state or federal environmental laws. We maintain a policy
of directors' and officers' liability insurance that insures our directors and
officers against the costs of defense, settlement or payment of a judgment under
certain circumstances.
ITEM 16. EXHIBITS AND FINANCIAL SCHEDULES
(a) Exhibits:
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
regarding the legality of the securities being registered.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation
(included in Exhibit 5.1).
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18
23.2 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (which is included on page II-4 herein).
(b) Financial Statement Schedules -- NONE
Schedules not listed above have been omitted because the information required
to be set forth therein is not applicable or is shown in the financial
statements or notes thereto.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities 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.
The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or
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given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant 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, the
registrant 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 Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Palo Alto, State of California, on August 3, 2001.
Informatica Corporation
By: /s/ Gaurav Dhillon
-------------------------------
Gaurav Dhillon
Chief Executive Officer, Secretary
and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints Gaurav S. Dhillon as his true and lawful
attorney-in-fact and agent, each with full power of substitution and
resubstitution, for him and on his behalf to sign, execute and file this
Registration Statement and any or all amendments (including, without limitation,
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and any all documents required to be filed with
respect therewith, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorney-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith and about the premises in order to effectuate
the same as fully to all intents and purposes as he might or could do if
personally present, hereby ratifying and confirming all that such
attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or
cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
------------------------------------- ----------------------------------------- -----------
/s/ Gaurav S. Dhillon Chief Executive Officer, Secretary and August 3,
------------------------------------- Director (Principal Executive Officer) 2001
Gaurav S. Dhillon
/s/ Diaz H. Nesamoney President, Chief Operating Officer and August 3,
------------------------------------- Director 2001
Diaz H. Nesamoney
/s/ Earl E. Fry Senior Vice President and Chief Financial August 3,
------------------------------------- Officer (Principal Financial Officer and 2001
Earl E. Fry Principal Accounting Officer)
/s/ Vincent R. Worms Director August 3,
------------------------------------- 2001
Vincent R. Worms
/s/ David W. Pidwell Director August 3,
------------------------------------- 2001
David W. Pidwell
/s/ A. Brooke Seawell Director August 3,
------------------------------------- 2001
A. Brooke Seawell
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- ---------------------------------------------------------
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation regarding the legality of the securities being
registered.
23.1 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (included in Exhibit 5.1).
23.2 Consent of Ernest & Young LLP, Independent Auditors.
24.1 Power of Attorney (which is included on page II-4 herein).
II-5