Attached files
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EX-99.2 - EX-99.2 - INFORMATICA CORP | f55468exv99w2.htm |
EX-99.4 - EX-99.4 - INFORMATICA CORP | f55468exv99w4.htm |
EX-99.3 - EX-99.3 - INFORMATICA CORP | f55468exv99w3.htm |
EX-23.1 - EX-23.1 - INFORMATICA CORP | f55468exv23w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 28, 2010
INFORMATICA CORPORATION
(Exact name of Registrant as specified in its charter)
State of Delaware | 0-25871 | 77-0333710 | ||
(State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||
incorporation or organization) | Identification Number) |
100 Cardinal Way
Redwood City, California 94063
(Address of principal executive offices and zip code)
Redwood City, California 94063
(Address of principal executive offices and zip code)
(650) 385-5000
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 9.01 Financial Statements and Exhibits | ||||||||
SIGNATURE | ||||||||
EXHIBIT INDEX | ||||||||
EX-23.1 | ||||||||
EX-99.2 | ||||||||
EX-99.3 | ||||||||
EX-99.4 |
Table of Contents
Explanatory Note
On January 28, 2010, Informatica Corporation (the Company) filed a Form 8-K (the Original
Filing) to report the completion of its acquisition of Siperian, Inc. (Siperian). The Company is
filing this Amendment No. 1 on Form 8-K/A to amend the Original Filing to include the required
financial statements and pro forma financial information. In the Original Filing, the Company
stated that any financial statements and pro forma financial information would be filed by
amendment within seventy-five (75) calendar days from the date of the Original Filing. The
disclosure under Item 9.01 of the Original Filing is hereby replaced in its entirety by the
disclosure under Item 9.01 of this Amendment No. 1.
Item 9.01 Financial Statements and Exhibits.
(a) | Financial Statements of Business Acquired |
The audited consolidated financial statements of Siperian as of and for the year ended May 31, 2009
and accompanying notes are attached hereto as Exhibit 99.2.
The unaudited condensed consolidated financial statements of Siperian as of November 30, 2009 and
for the six-month periods ended November 30, 2009 and 2008 and accompanying notes are attached
hereto as Exhibit 99.3.
(b) | Pro Forma Financial Information |
The
following unaudited pro forma condensed combined financial statements, giving effect to the
acquisition of Siperian, are attached hereto as Exhibit 99.4:
(i) | Unaudited pro forma combined condensed balance sheet as of September 30, 2009; | |
(ii) | Unaudited pro forma condensed combined statements of operations for the year ended December 31, 2008 and the nine-month period ended September 30, 2009; and | |
(iii) | Notes to the unaudited pro forma condensed combined financial statements. |
(d) | Exhibits |
Exhibit | ||
Number | Description | |
2.1*
|
Agreement and Plan of Merger dated as of January 28, 2010 by and among Informatica Corporation, Sputnik Acquisition Corporation, Siperian, Inc., Investor Growth Capital as Stockholders Representative solely for purposes of Section 6.5 and Articles VII, VIII and IX, and U.S. Bank National Association as Escrow Agent solely for purposes of Articles VII, VIII and IX. | |
23.1
|
Consent of Independent Auditor. | |
99.1*
|
Press Release dated January 28, 2010 reporting Informatica Corporations results for the fourth quarter and the year ended December 31, 2009. | |
99.2
|
Consolidated Financial Statements of Siperian as of and for the year ended May 31, 2009. | |
99.3
|
Unaudited Condensed Consolidated Financial Statements of Siperian as of November 30, 2009 and for the six-month periods ended November 30, 2009 and 2008 and notes thereto. | |
99.4
|
Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2009 and Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2008 and the nine-month period ended September 30, 2009 and notes thereto. |
* | Previously filed with the Original Filing. |
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Table of Contents
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Date: April 12, 2010 | INFORMATICA CORPORATION |
|||
By: | /s/ Earl E. Fry | |||
Earl E. Fry | ||||
Chief Financial Officer, Executive Vice President and Secretary |
||||
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Table of Contents
EXHIBIT INDEX
Exhibit | ||
Number | Description | |
2.1*
|
Agreement and Plan of Merger dated as of January 28, 2010 by and among Informatica Corporation, Sputnik Acquisition Corporation, Siperian, Inc., Investor Growth Capital as Stockholders Representative solely for purposes of Section 6.5 and Articles VII, VIII and IX, and U.S. Bank National Association as Escrow Agent solely for purposes of Articles VII, VIII and IX. | |
23.1
|
Consent of Independent Auditor. | |
99.1*
|
Press Release dated January 28, 2010 reporting Informatica Corporations results for the fourth quarter and the year ended December 31, 2009. | |
99.2
|
Consolidated Financial Statements of Siperian as of and for the year ended May 31, 2009. | |
99.3
|
Unaudited Condensed Consolidated Financial Statements of Siperian as of November 30, 2009 and for the six-month periods ended November 30, 2009 and 2008 and notes thereto. | |
99.4
|
Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2009 and Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended December 31, 2008 and the nine-month period ended September 30, 2009 and notes thereto. |
* | Previously filed with the Original Filing. |
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