8-K

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 25, 2007

COGNOS INCORPORATED

(Exact Name of Registrant as Specified in Its Charter)

CANADA	98-0119485
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

3755 Riverside Drive

P.O. Box 9707, Station T

Ottawa, Ontario, Canada

K1G 4K9

(Address of principal executive offices, including zip code)

(613) 738-1440

(Registrant’s telephone number, including area code)

N/A

(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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))

Section 2 – Financial Information

Item 2.01. Completion of Acquisition or Disposition of Assets.

On October 25, 2007, pursuant to an Agreement and Plan of Merger dated September 4, 2007 (the “Merger Agreement”), by and among Cognos Incorporated, a corporation organized and existing under the laws of Canada (“Cognos”), Dimension Acquisition Corp., a Massachusetts corporation and an indirect, wholly-owned subsidiary of Cognos (“Merger Subsidiary”), and Applix, Inc., a Massachusetts corporation (“Applix”), Cognos completed its acquisition of all the outstanding shares of common stock of Applix (the “Applix Shares”). Cognos’ acquisition of the Applix Shares was structured as a two-step transaction, with a cash tender offer by Merger Subsidiary for the Applix Shares (the “Offer”) followed by the merger of Merger Subsidiary with and into Applix (the “Merger”), with Applix becoming the surviving corporation and an indirect, wholly-owned subsidiary of Cognos.

The initial offering period of the Offer expired at 12:00 midnight, New York City time, on Tuesday, October 16, 2007 (the “Initial Expiration Date”). Immediately following the Initial Expiration Date, on October 17, 2007, Cognos and Merger Subsidiary announced a subsequent offering period expiring at 5:00 p.m., New York City time, on Tuesday, October 30, 2007 (the “Subsequent Expiration Date”). According to Computershare Trust Company, N.A., the depositary for the Offer, as of 9:00 a.m. on October 25, 2007, approximately 14,765,530 Applix Shares were validly tendered in the Offer and not withdrawn, which represented approximately 89.9% of all the outstanding Applix Shares. Cognos accepted for payment and promptly paid the offer price of $17.87 per Applix Share in cash, without interest, less any required withholding taxes to all Applix stockholders who validly tendered and did not withdraw Applix Shares pursuant to the Offer. On October 25, 2007, pursuant to the Merger Agreement, Merger Subsidiary exercised its right to purchase one share more than 90% of the total outstanding Applix Shares.

On October 25, 2007, pursuant to the terms and conditions of the Merger Agreement, Merger Subsidiary was merged with and into Applix, and each outstanding Applix Share not tendered in the Offer (other than shares held by Cognos, Merger Subsidiary or any of their respective subsidiaries) was converted into the right to receive $17.87 per share in cash, without interest, less any required withholding taxes. Upon the consummation of the Merger, Applix survived and became an indirect, wholly-owned subsidiary of Cognos.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information.

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of September 4, 2007, by and among Cognos Incorporated, Applix, Inc. and Dimension Acquisition Corp. (Incorporated by reference to Cognos Incorporated’s Current Report on Form 8-K filed on September 5, 2007).
2.2	Amendment No. 1 to the Agreement and Plan of Merger, dated October 17, 2007, by and among Cognos Incorporated, Applix, Inc. and Dimension Acquisition Corp. (Incorporated by reference to the Schedule TO/A of Cognos Incorporated, Cognos Corporation and Dimension Acquisition Corp. filed on October 18, 2007).
99.1	Press Release of Cognos Incorporated dated October 25, 2007.

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.

	COGNOS INCORPORATED
Date: October 30, 2007	By:	/s/ Tom Manley
		Name: Tom Manley
		Title: Senior Vice President, Finance & Administration and Chief Financial Officer

Exhibit Index

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of September 4, 2007, by and among Cognos Incorporated, Applix, Inc. and Dimension Acquisition Corp. (Incorporated by reference to Cognos Incorporated’s Current Report on Form 8-K filed on September 5, 2007).
2.2	Amendment No. 1 to the Agreement and Plan of Merger, dated October 17, 2007, by and among Cognos Incorporated, Applix, Inc. and Dimension Acquisition Corp. (Incorporated by reference to the Schedule TO/A of Cognos Incorporated, Cognos Corporation and Dimension Acquisition Corp. filed on October 18, 2007).
99.1	Press Release of Cognos Incorporated dated October 25, 2007.

EX-99.1

Exhibit 99.1

For Immediate Distribution

Media Contacts:

Cognos

Steve Milmore, 781-313-2403

steve.milmore@cognos.com

or

Lois Paul & Partners, LLC

Jessica Sutera, 781-782-5789

jessica_sutera@lpp.com

or

Investor Relations:

Cognos

John Lawlor, 613-738-3503

john.lawlor@cognos.com

Cognos^® Completes Acquisition of Applix

— Acquisition of Leading Analytics Company Gives Cognos Broad Solution Coverage for

Financial Performance Management —

OTTAWA, ON and BURLINGTON, MA, Oct. 25, 2007 – Cognos (NASDAQ: COGN; TSX: CSN), the world leader in business intelligence and performance management solutions, today announced it has completed the acquisition of Applix, Inc. (NASDAQ: APLX), a publicly held company based in Westborough, Massachusetts and an industry leader in analytics.

The merger occurred today October 25, 2007. All remaining outstanding Applix shares have been converted into the right to receive $17.87 per share in cash. Applix is now an indirect, wholly-owned subsidiary of Cognos.

“The Cognos/Applix combination is a great fit strategically and culturally. Our position as the world’s leading independent provider of performance management solutions is now stronger than ever,” said Rob Ashe, Cognos CEO. “We’ve brought together an industry leader in performance analytics with the experts in performance management. We’ve extended our leadership position in financial performance management (FPM). We’ve created the broadest performance management solution offering in our market. And we have advanced our place as the number one innovator in performance management with the addition of a world-class, patented 64-bit, in-memory, multidimensional server.”

“At the same time, we’ve brought together two teams that share the same passion for innovation and commitment to customer success. We’ve added another 200 performance management experts to an already very strong Cognos team – further solidifying our position as the experts in performance management,” Ashe said.

“IDC estimates the worldwide market for packaged applications for Financial Performance and Strategy Management at almost $2 Billion for calendar 2007. A key emerging segment of this market is the area of profitability management applications, which is evolving from a “build” to a packaged applications market as organizations request vendors to deliver out of the box profitability management functionality. Packaged profitability applications currently represent about 20% of the FPSM market, and IDC estimates that the market is much larger when considering solutions that organizations build with BI tools. Cognos is well positioned to take advantage of this opportunity with the addition of Applix,” said Kathleen Wilhide, research director of BMP and GRC solutions at IDC.

The acquisition of Applix builds on the proven strength of Cognos 8 Planning, Cognos 8 Controller, and Cognos 8 Business Intelligence. Applix extends the Cognos solution to address financial performance analysis and optimization, including new solution areas such as profitability, sales mix, and price/volume variance analysis. Customers get a strong, self-service solution to develop and deploy financial analytics across their organization.

“The combined entity of Cognos and Applix will be a force to be reckoned with, especially in the mid-market. Cognos’ consolidation and planning applications combined with Applix’ financial analytics makes for an industry-leading financial performance management solution,” said Craig Schiff, president and CEO of BPM Partners.

Applix is recognized as a leader in the financial analytics market for its innovative financial OLAP server. The company’s patented, 64-bit, in-memory multidimensional server has a proven track record in financial performance management. Applix has also been recognized by numerous industry and analyst groups for being a technical and strategic leader in the marketplace, including being positioned in the Visionaries Quadrant of Gartner’s CPM Magic Quadrant.

The company and its global network of partners help more than 3,000 customers worldwide manage their business analytics needs. Customers range across a broad variety of industries including insurance, financial services, banking, healthcare, pharmaceutical, telecommunications, manufacturing, consumer goods and retail.

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About Cognos:

Cognos, the world leader in business intelligence and performance management solutions, provides world-class enterprise planning and BI software and services to help companies plan, understand and manage financial and operational performance. Cognos brings together technology, analytical applications, best practices, and a broad network of partners to give customers a complete performance system. The Cognos performance system is an open and adaptive solution that leverages an organization’s ERP, packaged applications, and database investments. It gives customers the ability to answer the questions – How are we doing? Why are we on or off track? What should we do about it? – and enables them to understand and monitor current performance while planning future business strategies.

Cognos serves more than 23,000 customers in more than 135 countries, and its top 100 enterprise customers consistently outperform market indexes. Cognos performance management solutions and services are also available from more than 3,000 worldwide partners and resellers. For more information, visit the Cognos Web site at http://www.cognos.com.

Cognos and the Cognos logo are trademarks or registered trademarks of Cognos Incorporated in the United States and/or other countries. All other names are trademarks or registered trademarks of their respective companies. Note to Editors: Copies of previous Cognos press releases and Corporate and product information are available on the Cognos Web site at www.cognos.com.

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Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release regarding the transaction between Cognos and Applix and any other statements regarding Cognos’ future expectations, beliefs, goals or prospects constitute forward-looking statements made within the meaning of the Securities Exchange Act of 1934 and the Ontario Securities Act. Any statements that are not statements of historical fact (including statements containing the words “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions) should also be considered forward-looking statements. A number of important factors could cause actual results or events to differ materially from those indicated by such forward-looking statements, including Cognos’ ability to successfully integrate the two companies and their products, customer acceptance of the companies’ combined products, Cognos’ ability to retain key employees, Cognos’ ability to achieve expected synergies between the combined companies, and other risk factors set forth in Cognos’ Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, each as filed with the Securities and Exchange Commission. Readers should not place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Cognos disclaims any obligation to publicly update or revise any such statement to reflect any change in our expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those contained in the forward-looking statements.

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