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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): January 26, 2006
INFORMATICA CORPORATION
(Exact name of Registrant as specified in its charter)
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State of Delaware
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0-25871
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77-0333710 |
(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number) |
100 Cardinal Way
Redwood City, California 94063
(Address of principal executive offices)
(650) 385-5000
(Registrants 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
On January 26, 2006, Informatica Corporation (Informatica) acquired Similarity Systems
Limited, a private limited company incorporated in Ireland (Similarity) by entering into a Share
Purchase Agreement (the Purchase Agreement) by and among Informatica and the holders of the
shares of Similarity. The transaction closed on January 26, 2006.
Pursuant to the Purchase Agreement, Similarity stockholders and optionholders are entitled to receive approximately $53.5 million in cash and $1.5 million dollars
in stock as valued on the date of closing. Within twenty days of the closing, approximately $8.25
million of the consideration will be placed into escrow for fifteen months following the closing to
be held as security for losses incurred by Informatica in the event of certain breaches of the
representations and warranties covered in the Purchase Agreement or certain other events.
Similarity
is a leading provider of business-focused data quality and profiling solutions.
Item 2.01. Completion of Acquisition or Disposition of Assets
See disclosure under Item 1.01 above.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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Exhibit |
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No. |
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Description |
99.1
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Press Release dated January 26, 2006 reporting Informatica
Corporations acquisition of Similarity Systems Limited. |
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: January 30, 2006 |
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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Exhibit Index
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Exhibit |
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No. |
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Description |
99.1
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Press Release dated January 26, 2006 reporting Informatica
Corporations acquisition of Similiarity Systems Limited. |