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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
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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INFORMATICA CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 77-0333710
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(State of incorporation) (I.R.S. Employer Identification Number)
3350 WEST BAYSHORE, PALO ALTO, CALIFORNIA 94303
(Address, including zip code, of Registrant's Principal Executive Offices)
1999 STOCK INCENTIVE PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
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GAURAV DHILLON
CHIEF EXECUTIVE OFFICER AND SECRETARY
INFORMATICA CORPORATION
3350 WEST BAYSHORE
PALO ALTO, CALIFORNIA 94303
(NAME AND ADDRESS OF AGENT FOR SERVICE)
(650) 687-6200
(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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Copy to:
MARK A. BERTELSEN, ESQ.
JOSE F. MACIAS, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED PROPOSED MAXIMUM AMOUNT OF
BE REGISTERED REGISTERED MAXIMUM AGGREGATE OFFERING REGISTRATION
OFFERING PRICE PRICE FEE
PER SHARE
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Common Stock, par value $0.001 4,233,979 (1)
per share, reserved under the
1999 Stock Incentive Plan
$8.61(3) $51,036,377.72(3) $12,759.09
Common Stock, par value $0.001
per share, reserved under the
1999 Employee Stock Purchase Plan 1,693,591 (2)
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(1) Includes an automatic annual increase of 4,233,979 shares on January 1,
2001, which annual increase is provided for in the 1999 Stock Incentive Plan, to
the number of shares of the Registrant's Common Stock reserved for issuance
under the 1999 Stock Incentive Plan.
(2) Includes an automatic annual increase of 1,693,591 shares on January 1,
2001, which annual increase is provided for in the 1999 Employee Stock Purchase
Plan.
(3) Computed in accordance with Rule 457(c) under the Securities Act of
1933. The estimated exercise price of $8.61 was computed in accordance with Rule
457 by averaging the high and low prices of a share of Informatica Corporation
Common Stock as reported on the Nasdaq National Market on July 31, 2001.
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INFORMATICA CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in this Item 1 will
be sent or given to employees, officers, directors or others as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Securities
and Exchange Commission (the "Commission") and the instructions to Form S-8,
such documents are not being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in this Item 2 will
be sent or given to employees, officers, directors or others as specified by
Rule 428(b)(1). In accordance with the rules and regulations of the Commission
and the instructions to Form S-8, such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed with the
Securities and Exchange Commission (the "Commission") by the Registrant:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000, filed pursuant to Section 13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
2. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2001, filed pursuant to Section 13(a) of
the Exchange Act.
3. The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated April 26,
1999, filed pursuant to Section 12(g) of the Exchange Act,
including any amendment or report filed for the purpose of
updating such description.
All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date hereof, and prior to the filing of
a post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the General Corporate Law of the State of Delaware,
the Registrant has broad powers to indemnify its directors and officers against
liabilities they may incur in such capacities, including liabilities under the
Securities Act. The Registrant's Amended and Restated Bylaws also provide for
mandatory indemnification of its directors and executive officers, and
permissive indemnification of its employees and agents, to the fullest extent
permissible under Delaware law.
The Registrant's Amended and Restated Certificate of Incorporation
provides that the liability of its 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 the Registrant and its
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 the Registrant, 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. The Registrant maintains
a policy of directors' and officers' liability insurance that insures the
Company's directors and officers against the costs of defense, settlement or
payment of a judgment under certain circumstances.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. INDEX TO EXHIBITS.
Exhibit
Number Description of Document
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4.1 Company's Amended and Restated Certificate of Incorporation(1)
4.2 Amended and Restated Bylaws, as amended(1)
4.3 1999 Stock Incentive Plan, as amended
4.4 1999 Employee Stock Purchase Plan, as amended
5.1 Opinion of Counsel as to legality of securities being registered
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 7)
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(1) Incorporated by reference to the Registrant's Registration Statement on Form
S-1, as amended (File No. 333-72677).
ITEM 9. UNDERTAKINGS.
(a) 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
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
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(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.
(b) 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 of 1934) 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) 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. 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 Securities
Act of 1933 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-8 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 this 3rd day of
August, 2001.
INFORMATICA CORPORATION
By: /s/ Gaurav S. Dhillon
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Gaurav S. Dhillon
Chief Executive Officer, Secretary
and Director
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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 agent 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 that such attorney-in-fact
and agent or his or their 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 August 3, 2001
------------------------------------- and Director (Principal Executive
Gaurav S. Dhillon Officer)
/s/ Diaz H. Nesamoney President, Chief Operating Officer August 3, 2001
------------------------------------- and Director
Diaz H. Nesamoney
August 3, 2001
/s/ Earl E. Fry Senior Vice President and Chief
------------------------------------- Financial Officer (Principal
Earl E. Fry Financial Officer and Principal
Accounting Officer)
/s/ Vincent R. Worms Director August 3, 2001
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Vincent R. Worms
/s/ David W. Pidwell Director August 3, 2001
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David W. Pidwell
/s/ A. Brooke Seawell Director August 3, 2001
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A. Brooke Seawell
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INDEX TO EXHIBITS
Exhibit
Number Description of Document
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4.1 Company's Amended and Restated Certificate of Incorporation (1)
4.2 Amended and Restated Bylaws, as amended (1)
4.3 1999 Stock Incentive Plan, as amended
4.4 1999 Employee Stock Purchase Plan, as amended
5.1 Opinion of Counsel as to legality of securities being registered
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 7)
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(1) Incorporated by reference to the Registrant's Registration Statement on Form
S-1, as amended (File No. 333-72677).