UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported)
October 18, 2005
INFORMATICA CORPORATION
(Exact name of Registrant as specified in its charter)
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State of Delaware
(State or other jurisdiction of
incorporation or organization)
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0-25871
(Commission File Number)
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77-0333710
(I.R.S. Employer
Identification Number) |
100 Cardinal Way
Redwood City, California 94063
(Address of principal executive offices)
(650) 385-5000
(Registrant’s telephone number, including area code)
(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:
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Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
Changes to Director Cash Compensation. On October 18, 2005, the Board of Directors of
Informatica Corporation (the “Company”) adopted changes to the annual cash compensation paid to
non-employee directors of the Company. Previously, non-employee directors received an annual
retainer of (1) $25,000, paid quarterly at the rate of $6,250 per quarter and (2) $5,000 for each
committee of the Board of Directors on which the director served ($10,000 if such member is the
chairperson). Effective October 1, 2005, non-employee directors of the Company will receive the
annual cash compensation set forth below (to be paid in equal quarterly installments):
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Member of the Board of Directors |
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30,000 |
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Lead Independent Director |
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15,000 |
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Chair of the Audit Committee |
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20,000 |
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Member of the Audit Committee |
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15,000 |
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Chair of the Compensation Committee |
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15,000 |
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Member of the Compensation Committee |
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10,000 |
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Chair of the Corporate Governance and Nominating Committee |
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10,000 |
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Member of the Corporate Governance and Nominating Committee |
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5,000 |
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Item 2.02 Results of Operations and Financial Condition.
On October 20, 2005, Informatica Corporation issued a press release reporting its results for the
quarter ended September 30, 2005. A copy of the press release issued by Informatica Corporation
concerning the foregoing results is furnished herewith as Exhibit 99.1 and is incorporated
herein by reference.
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| Item 5.02 |
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Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers. |
Effective
October 20, 2005, Geoff Squire OBE was elected to the Board as a Class III director.
Mr. Squire has not been appointed to serve on any Board committees at this time. The Board
determined that Mr. Squire is “independent” as defined in the listing standards of The Nasdaq Stock
Market.
A press
release announcing the election was issued on October 20, 2005, a copy of which is being
filed as Exhibit 99.2 to this Form 8-K and which is incorporated herein by reference in its
entirety.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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| Exhibit |
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Description |
99.1
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Press Release dated October 20, 2005 reporting Informatica
Corporation’s results for the quarter ended September 30,
2005. |
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99.2
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Press Release dated October 20, 2005 announcing the
appointment of Geoff Squire OBE as a director. |
SIGNATURES
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.
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| Date: October 20, 2005 |
INFORMATICA
CORPORATION
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By: |
/s/ Earl E. Fry
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Earl E. Fry |
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Chief Financial Officer, Executive Vice President
and Secretary |
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