##### 



SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

AMENDMENT NO. 1

|    |  |                                                                                        
|--- |  | ---------------------------------------------------------------------------------------
|[X] |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For The Quarterly Period Ended March 31, 2002

OR

|      |  |                                                                                         
|----- |  | ----------------------------------------------------------------------------------------
|[   ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Commission file number 000-31577



---



INFORMAX, INC.



---

|                                                              |  |                        
|------------------------------------------------------------- |  | -----------------------
|Delaware                                                      |  | 52-1687783             
|(State or
Other Jurisdiction of Incorporation orOrganization) |  | (IRS EmployerID Number)
|                                                              |  |                        
|                                                             
|7600 Wisconsin Avenue, 11th Floor, Bethesda, MD               |  | 20814                  
|(Address of Principal Executive Offices)                      |  | (Zip Code)             



|(240) 747-4000
(Registrants telephone number, including area code)
|-------------------------------------------------------------------

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]   No [   ]

The registrant had 25,484,522 shares of common stock outstanding as of May 1,
2002.





---



##### 



PART I  FINANCIAL
INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

INFORMAX, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

|                |                                                                                                                                      |                                                                                                                                                                         |                            |                                                  |         |        |      |        |         |        | 
|--------------- | ------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------- | ------------------------------------------------ | ------- | ------ | ---- | ------ | ------- | ------ | 
|                |                                                                                                                                      | At December 31,                                                                                                                                                         |                            | At March 31,                                    
|                |                                                                                                                                      |                                                                                                                                                                         |                            |                                                  | 2001    |        | 2002
|                |                                                                                                                                      |                                                                                                                                                                         |                            |                                                  |         |        |     
|                |                                                                                                                                      |                                                                                                                                                                         |                            | (Dollars in thousands, except per share amounts)
|ASSETS          |                                                                                                                                      |                                                                                                                                                                         |                            |                                                  |         |        |      |       
|Current assets: |                                                                                                                                      |                                                                                                                                                                         |                            |                                                  |         |        |      |       
|                | Cash and cash equivalents                                                                                                            |                                                                                                                                                                         | $                          | 61,348                                           |         |        | $    | 34,610 |        
|                | Investments available for sale                                                                                                       |                                                                                                                                                                         |                            |                                                 |         |        |      | 22,614 |        
|                | Accounts receivable (net of allowance for doubtful accounts of
$557 and $832 for December 31, 2001 and March 31, 2002,
respectively) |                                                                                                                                                                         |                            | 9,672                                            |         |        |      | 5,307  |        
|                | Prepaid expenses and other current assets                                                                                            |                                                                                                                                                                         |                            | 1,253                                            |         |        |      | 850    |        
|                |                                                                                                                                      |                                                                                                                                                                         |                            |                                                  |         |        |      |       
|                |                                                                                                                                      |                                                                                                                                                                         | Total current assets       |                                                  |         | 72,273 |      |        |         | 63,381 | 
|                | Property and equipment  net                                                                                                         |                                                                                                                                                                         |                            | 9,205                                            |         |        |      | 8,728  |        
|                | Deposits and other assets                                                                                                            |                                                                                                                                                                         |                            | 1,333                                            |         |        |      | 1,694  |        
|                | Restricted cash                                                                                                                      |                                                                                                                                                                         |                            | 1,667                                            |         |        |      | 1,667  |        
|                | Investment in strategic alliance                                                                                                     |                                                                                                                                                                         |                            |                                                 |         |        |      | 1,500  |        
|                |                                                                                                                                      |                                                                                                                                                                         |                            |                                                  |         |        |      |       
|                | Total assets                                                                                                                         |                                                                                                                                                                         | $                          | 84,478                                           |         |        | $    | 76,970 |        
|                |                                                                                                                                      |                                                                                                                                                                         |                            |                                                  |         |        |      |       
|                | LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                 |                                                                                                                                                                         |                            |                                                  |         |        |      |        |        
|                | Current liabilities:                                                                                                                 |                                                                                                                                                                         |                            |                                                  |         |        |      |        |        
|                |                                                                                                                                      | Accounts payable                                                                                                                                                        |                            | $                                                | 408     |        |      | $      | 451     |       
|                |                                                                                                                                      | Accounts payable to related parties                                                                                                                                     |                            |                                                  | 3       |        |      |        | 179     |       
|                |                                                                                                                                      | Accrued liabilities                                                                                                                                                     |                            |                                                  | 4,408   |        |      |        | 4,116   |       
|                |                                                                                                                                      | Borrowings and capital lease obligations  current portion                                                                                                              |                            |                                                  | 852     |        |      |        | 675     |       
|                |                                                                                                                                      | Deferred revenue  current portion                                                                                                                                      |                            |                                                  | 4,189   |        |      |        | 4,416   |       
|                |                                                                                                                                      |                                                                                                                                                                         |                            |                                                  |         |        |      |       
|                |                                                                                                                                      |                                                                                                                                                                         | Total current liabilities  |                                                  |         | 9,860  |      |        |         | 9,837  | 
|                | Borrowing and capital lease obligations  less current portion                                                                       |                                                                                                                                                                         |                            | 405                                              |         |        |      | 300    |        
|                | Deferred revenue  less current portion                                                                                              |                                                                                                                                                                         |                            | 1,739                                            |         |        |      | 1,688  |        
|                | Other liabilities                                                                                                                    |                                                                                                                                                                         |                            | 29                                               |         |        |      | 28     |        
|                |                                                                                                                                      |                                                                                                                                                                         |                            |                                                  |         |        |      |       
|                |                                                                                                                                      |                                                                                                                                                                         | Total liabilities          |                                                  |         | 12,033 |      |        |         | 11,853 | 
|                | Stockholders equity:                                                                                                                |                                                                                                                                                                         |                            |                                                  |         |        |      |        |        
|                |                                                                                                                                      | Common stock, voting; $.001 par value authorized 100,000
shares; issued and outstanding 24,506 and 25,142
shares for December 31, 2001 and March 31, 2002, respectively |                            |                                                  | 24      |        |      |        | 25      |       
|                |                                                                                                                                      | Additional paid-in capital                                                                                                                                              |                            |                                                  | 107,207 |        |      |        | 107,018 |       
|                |                                                                                                                                      | Deferred compensation                                                                                                                                                   |                            |                                                  | (515    | )      |      |        | (81     | )     
|                |                                                                                                                                      | Accumulated other comprehensive income                                                                                                                                  |                            |                                                  |        |        |      |        | (10     | )     
|                |                                                                                                                                      | Accumulated deficit                                                                                                                                                     |                            |                                                  | (34,271 | )      |      |        | (41,835 | )     
|                |                                                                                                                                      |                                                                                                                                                                         |                            |                                                  |         |        |      |       
|                |                                                                                                                                      |                                                                                                                                                                         | Total stockholders equity |                                                  |         | 72,445 |      |        |         | 65,117 | 
|                |                                                                                                                                      |                                                                                                                                                                         |                            |                                                  |         |        |      |       
|                | Total liabilities and stockholders equity                                                                                           |                                                                                                                                                                         |                            | 84,478                                           |         |        | $    | 76,970 |        
|                |                                                                                                                                      |                                                                                                                                                                         |                            |                                                  |         |        |      |       

See accompanying notes to unaudited condensed consolidated financial statements

1



---



##### 



INFORMAX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

|                                                               |                                       |                              |            |                                                  |        |      |            |       |        | 
|-------------------------------------------------------------- | ------------------------------------- | ---------------------------- | ---------- | ------------------------------------------------ | ------ | ---- | ---------- | ----- | ------ | 
|                                                               |                                       |                              |            | Three months ended March 31,                    
|                                                               |                                       |                              |            | 2001                                             |        | 2002
|                                                               |                                       |                              |            |                                                  |        |     
|                                                               |                                       |                              |            | (Dollars in thousands, except per share amounts)
|Revenues:                                                      |                                       |                              |            |                                                  |        |      |            |      
|                                                               | Software license and customer support |                              | $          | 5,663                                            |        |      | $          | 2,775 |       
|                                                               | Professional services                 |                              |            | 927                                              |        |      |            | 950   |       
|                                                               |                                       |                              |            |                                                  |        |      |            |      
|                                                               |                                       | Total revenues               |            |                                                  | 6,590  |      |            |       | 3,725  | 
|                                                               |                                       |                              |            |                                                  |        |      |            |      
|Cost of revenues:                                              |                                       |                              |            |                                                  |        |      |            |      
|                                                               | Software license and customer support |                              |            | 518                                              |        |      |            | 146   |       
|                                                               | Professional services (1)             |                              |            | 469                                              |        |      |            | 452   |       
|                                                               |                                       |                              |            |                                                  |        |      |            |      
|                                                               |                                       | Total cost of revenues       |            |                                                  | 987    |      |            |       | 598    | 
|                                                               |                                       |                              |            |                                                  |        |      |            |      
|Gross profit                                                   |                                       |                              | 5,603      |                                                  |        |      | 3,127      |      
|Operating expenses:                                            |                                       |                              |            |                                                  |        |      |            |      
|                                                               | Selling                               |                              |            | 2,776                                            |        |      |            | 2,554 |       
|                                                               | General and administrative (2)        |                              |            | 5,432                                            |        |      |            | 4,043 |       
|                                                               | Research and development (3)          |                              |            | 1,978                                            |        |      |            | 2,855 |       
|                                                               | Stock-based compensation              |                              |            | 267                                              |        |      |            | 18    |       
|                                                               | Depreciation and amortization         |                              |            | 442                                              |        |      |            | 739   |       
|                                                               | Restructuring costs                   |                              |            |                                                 |        |      |            | 775   |       
|                                                               |                                       |                              |            |                                                  |        |      |            |      
|                                                               |                                       | Total operating expenses     |            |                                                  | 10,895 |      |            |       | 10,984 | 
|                                                               |                                       |                              |            |                                                  |        |      |            |      
|Loss from operations                                           |                                       |                              | (5,292     | )                                                |        |      | (7,857     | )    
|                                                               |                                       |                              |            |                                                  |        |      |            |      
|Other income (expense):                                        |                                       |                              |            |                                                  |        |      |            |      
|                                                               | Investment earnings                   |                              |            | 1,163                                            |        |      |            | 320   |       
|                                                               | Interest and other expense            |                              |            | (44                                              | )      |      |            | (27   | )     
|                                                               |                                       |                              |            |                                                  |        |      |            |      
|                                                               |                                       | Total other income (expense) |            |                                                  | 1,119  |      |            |       | 293    | 
|                                                               |                                       |                              |            |                                                  |        |      |            |      
|Loss before income taxes                                       |                                       |                              | (4,173     | )                                                |        |      | (7,564     | )    
|Income tax (benefit) expense                                   |                                       |                              |           |                                                  |        |      |           |      
|                                                               |                                       |                              |            |                                                  |        |      |            |      
|Net loss                                                       |                                       |                              | (4,173     | )                                                |        |      | (7,564     | )    
|                                                               |                                       |                              |            |                                                  |        |      |            |      
|Basic and diluted net loss per common share                    |                                       | $                            | (0.21      | )                                                |        | $    | (0.30      | )    
|                                                               |                                       |                              |            |                                                  |        |      |            |      
|Weighted average common shares outstanding -
basic and diluted |                                       |                              | 20,396,461 |                                                  |        |      | 25,142,024 |      
|                                                               |                                       |                              |            |                                                  |        |      |            |      



|(1) |  | Cost of revenues  professional services includes stock-based
compensation of $0.7 and $0 for the three months ended March 31, 2001 and
2002, respectively.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | General and administrative expense excludes stock-based compensation of
$265 and $0 for the three months ended March 31, 2001 and 2002,
respectively.      
|   
|(3) |  | Research and development expense excludes stock-based compensation of $2
and $0 for the three months ended March 31, 2001 and 2002, respectively.          

See accompanying notes to unaudited condensed consolidated financial statement

2



---



##### 



INFORMAX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

|                                                                                           |                                                  |                              |        |      |  |  |        |  
|------------------------------------------------------------------------------------------ | ------------------------------------------------ | ---------------------------- | ------ | ---- |  |  | ------ | -
|                                                                                           |                                                  | Three months ended March 31,
|                                                                                           |                                                  | 2001                         |        | 2002
|                                                                                           |                                                  |                              |        |     
|                                                                                           | (Dollars in thousands, except per share amounts)
|Net loss                                                                                   |                                                  |                              | (4,173 | )    |  |  | (7,564 | )
|Other
comprehensive income (loss)
Unrealized gain (loss) on available for sale
investments |                                                  |                              |       |      |  |  | (10    | )
|                                                                                           |                                                  |                              |        |      |  |  |        |  
|Comprehensive income (loss)                                                                |                                                  |                              | (4,173 | )    |  |  | (7,574 | )
|                                                                                           |                                                  |                              |        |      |  |  |        |  

See accompanying notes to unaudited condensed consolidated financial statements

3



---



##### 



INFORMAX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

|                                                     |                                                                             |                                                                 |                                           |        |                        |        |         |         |     |       |  
|---------------------------------------------------- | --------------------------------------------------------------------------- | --------------------------------------------------------------- | ----------------------------------------- | ------ | ---------------------- | ------ | ------- | ------- | --- | ----- | -
|                                                     |                                                                             |                                                                 |                                           |        | Three Months ended    
|                                                     |                                                                             |                                                                 |                                           |        | March 31,             
|                                                     |                                                                             |                                                                 |                                           |        | 2001                   |        | 2002   
|                                                     |                                                                             |                                                                 |                                           |        |                        |        |        
|                                                     |                                                                             |                                                                 |                                           |        | (Dollars in thousands)
|Cash flows from operating activities:                |                                                                             |                                                                 |                                           |        |                        |        |         |        
|                                                     | Net loss                                                                    |                                                                 | $                                         | (4,173 | )                      |        | $       | (7,564  | )  
|                                                     | Adjustments to reconcile net loss to net cash
used in operating activities: |                                                                 |                                           |        |                        |        |         |         |    
|                                                     |                                                                             | Depreciation expense                                            |                                           |        | 442                    |        |         |         | 739 |      
|                                                     |                                                                             | Loss on disposal of property and equipment                      |                                           |        | 100                    |        |         |         | 15  |      
|                                                     |                                                                             | Expense related to stock options, restricted stock
and warrants |                                           |        | 267                    |        |         |         | 17  |      
|                                                     |                                                                             | Changes in assets and liabilities:                              |                                           |        |                        |        |         |         |     |      
|                                                     |                                                                             |                                                                 | Accounts receivable                       |        |                        | (1,138 | )       |         |     | 3,954 |  
|                                                     |                                                                             |                                                                 | Prepaid expenses and other current assets |        |                        | (643   | )       |         |     | 404   |  
|                                                     |                                                                             |                                                                 | Deposits                                  |        |                        | 301    |         |         |     | 49    |  
|                                                     |                                                                             |                                                                 | Accounts payable                          |        |                        | (282   | )       |         |     | 219   |  
|                                                     |                                                                             |                                                                 | Accrued liabilities                       |        |                        | 426    |         |         |     | (292  | )
|                                                     |                                                                             |                                                                 | Deferred revenue                          |        |                        | 652    |         |         |     | 176   |  
|                                                     |                                                                             |                                                                 |                                           |        |                        |        |         |        
|Cash flows from operating activities                 |                                                                             |                                                                 | (4,048                                    | )      |                        |        | (2,283  | )      
|                                                     |                                                                             |                                                                 |                                           |        |                        |        |         |        
|Cash flows from investing activities:                |                                                                             |                                                                 |                                           |        |                        |        |         |        
|                                                     | Purchase of available for sale investments                                  |                                                                 |                                           |       |                        |        |         | (22,624 | )  
|                                                     | Investment
in strategic alliance                                            |                                                                 |                                           |       |                        |        |         | (1,500  | )  
|                                                     | Purchase of property and equipment                                          |                                                                 |                                           | (2,918 | )                      |        |         | (278    | )  
|                                                     |                                                                             |                                                                 |                                           |        |                        |        |         |        
|Cash flows from investing activities                 |                                                                             |                                                                 | (2,918                                    | )      |                        |        | (24,402 | )      
|                                                     |                                                                             |                                                                 |                                           |        |                        |        |         |        
|Cash flows from financing activities:                |                                                                             |                                                                 |                                           |        |                        |        |         |        
|                                                     | Repayments on capital lease obligations                                     |                                                                 |                                           | (55    | )                      |        |         | (69     | )  
|                                                     | Repayments on borrowings                                                    |                                                                 |                                           | (213   | )                      |        |         | (213    | )  
|                                                     | Increase in restricted cash                                                 |                                                                 |                                           | (93    | )                      |        |         |        |    
|                                                     | Proceeds from share options exercised                                       |                                                                 |                                           | 266    |                        |        |         | 228     |    
|                                                     | Proceeds from stock issuance                                                |                                                                 |                                           | (119   | )                      |        |         | 1       |    
|                                                     |                                                                             |                                                                 |                                           |        |                        |        |         |        
|Cash flows from financing activities                 |                                                                             |                                                                 | (214                                      | )      |                        |        | (53     | )      
|                                                     |                                                                             |                                                                 |                                           |        |                        |        |         |        
|Net increase (decrease) in cash and cash equivalents |                                                                             |                                                                 | (7,180                                    | )      |                        |        | (26,738 | )      
|Beginning cash and cash equivalents                  |                                                                             |                                                                 | 82,656                                    |        |                        |        | 61,348  |        
|                                                     |                                                                             |                                                                 |                                           |        |                        |        |         |        
|Ending cash and cash equivalents                     |                                                                             | $                                                               | 75,476                                    |        |                        | $      | 34,610  |        
|                                                     |                                                                             |                                                                 |                                           |        |                        |        |         |        
|Supplemental cash flow information:                  |                                                                             |                                                                 |                                           |        |                        |        |         |        
|                                                     | Cash paid for interest                                                      |                                                                 | $                                         | 39     |                        |        | $       | 7       |    
|                                                     |                                                                             |                                                                 |                                           |        |                        |        |         |        

See accompanying notes to unaudited condensed consolidated financial statements.

4



---



##### 



INFORMAX, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
FOR THE QUARTER ENDED MARCH 31, 2002

Note 1  Interim Financial Statements

The accompanying condensed consolidated financial statements of InforMax, Inc.
(the Company) have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information. These financial statements should be read together with the
audited financial statements and notes for the year ended December 31, 2001
contained in the Companys Annual Report on Form 10-K filed with the Securities
and Exchange Commission (SEC). Certain information and footnote disclosures
normally included in financial statements have been condensed or omitted. In
the opinion of the Companys management, the financial statements reflect all
adjustments necessary to present fairly the results of operations for the three
month periods ended March 31, 2002 and 2001, the Companys financial position
at March 31, 2002, and the cash flows for the three month periods ended March
31, 2002 and 2001. The results of operations for the interim periods are not
necessarily indicative of the results of the entire year.

In June 2001, the FASB issued SFAS No. 143 (SFAS 143), Accounting for Asset
Retirement Obligations. SFAS 143 addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets
and the associated asset retirement costs. SFAS 143 is effective for fiscal
years beginning after June 15, 2002. The adoption of SFAS No. 143 is not
expected to have any impact on the Companys financial position or results of
operations.

In October 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
of Long-Lived Assets, which supersedes SFAS No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of,
and the accounting and reporting provisions of APB No. 30, Reporting the
Results of Operations  Reporting and Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and
Transactions for the disposal of a segment of a business. SFAS No. 144
retained many of the provisions of SFAS No. 121, but addresses certain
implementation issues associated with that Statement. The adoption of SFAS No.
144, effective January 1, 2002, had no impact on the Companys financial
position or results of operations.

Note 2  Investments

Available for sale investments at March 31, 2002 were as follows:

|                                                       |                |          |                  |                  |                |   |   |  |  |   |     |   |  |   |        | 
|------------------------------------------------------ | -------------- | -------- | ---------------- | ---------------- | -------------- | - | - |  |  | - | --- | - |  | - | ------ | 
|                                                       |                |          |                 
|                                                       |                | Adjusted | Gross Unrealized | Gross Unrealized | Estimated Fair
|                                                       |                | Cost     | Gains            | Losses           | Value         
|                                                       |                |          |                 
|                                                       | (in thousands)
|                                                       |                |          |                 
|Commercial Paper                                       |                | $        | 2,978            |                  |                | $ |  |  |  | $ |    |   |  | $ | 2,978  | 
|                                                       |                |          |                 
|United States Government
Agencies                      |                |          | 19,646           |                  |                |   |  |  |  |   | (10 | ) |  |   | 19,636 | 
|                                                       |                |          |                 
|Total available-for-sale
investments  current portion |                | $        | 22,624           |                  |                | $ |  |  |  | $ | (10 | ) |  | $ | 22,614 | 
|                                                       |                |          |                 
|                                                      
|                                                       |                |          |                 
|Preferred Stock                                        |                |          | 1,500            |                  |                |   |  |  |  |   |    |   |  |   | 1,500  | 
|                                                       |                |          |                 
|Total available-for-sale
investments                   |                | $        | 24,124           |                  |                | $ |  |  |  | $ | (10 | ) |  | $ | 24,114 | 
|                                                       |                |          |                 

The Companys investments consist primarily of investment-grade marketable debt
securities and redeemable convertible preferred stock in strategic alliances,
all of which are classified as available-for-sale and recorded at fair value.
Current available-for-sale marketable securities are carried at

5



---



##### 



their estimated fair value based on current market quotes. The fair value of
redeemable convertible preferred stock in TissueInformatics, Inc., as part of
our strategic alliance, is estimated based on current rates for instruments
with similar terms, degree of risk and remaining maturities. Unrealized holding
gains and losses are recorded, as a separate component of accumulated other
comprehensive income.

Note 3  Commitments and Contingencies

Employment Agreements  Certain employees have employment agreements that
entitle them to two weeks of severance in case of termination. In addition,
three senior executive officers and two officers of the Company have employment
agreements that entitle these individuals to specified amounts of severance if
such individuals are terminated.

Government Audits  Payments to the Company on subcontracts with prime U.S.
Government contracts are subject to adjustment upon audit by various agencies
of the U.S. Government. No audits of costs and the related payments have been
performed by the various agencies. At March 31, 2002, there were no liabilities
accrued related to the billing in excess of cost. In the opinion of management,
the final determination of these costs and related payments will not have a
material effect on the Companys financial position, results of operations, or
liquidity.

Litigation  In the ordinary course of conducting its business, the Company
becomes involved in litigation and administrative proceedings.

On November 28, 2001, the Company received notice that Barry S. Kantrowitz
initiated a securities class action lawsuit in the United States District
Court, Southern District of New York against eight underwriters of the
Companys initial public offering, the Company, and two former executive
officers of the Company.

Similar complaints have been filed against approximately 310 other issuers that
have had initial public offerings since 1998 and all such actions have been
included in a single coordinated proceeding for pre-trial purposes. A
consolidated amended complaint was filed on approximately April 19, 2002. The
amended complaint alleges, among other things, that certain of the underwriters
of the Companys initial public offering violated the securities laws by
failing to disclose certain alleged compensation arrangements (such as
commissions paid to them by the underwriters customers) in the offerings
registration statement and by engaging in manipulative practices to
artificially inflate the price of the Companys stock in the after-market
subsequent to the IPO. The Company is named in the amended complaint pursuant
to Section 11 of the Securities Act of 1933, and Section 10(b) and Rule 10b-5
of the Securities Exchange Act of 1934 on the basis of an alleged failure to
disclose the underwriters alleged compensation arrangements and allegedly
manipulative practices. The complaint seeks unspecified damages.

The Company believes that meritorious defenses to these claims are available
and intends to vigorously contest and defend against them. However, due to
the inherent uncertainties of litigation, the Company cannot accurately predict
the ultimate outcome of the litigation. Any unfavorable outcome of this
litigation could have a negative impact on the Companys business, financial
condition, results of operations or cash flows.

Note 4  Related Party Transaction

In the quarter ended March 31, 2002 the Company wrote off a related party
receivable of $0.2 million.

6



---



##### 



Note 5  Restructuring

The Company announced two restructurings of its operations effective January
2002 and May 2002. In connection with these restructurings a $0.78 million
charge was recorded in the quarter ended March 31, 2002 and a $0.5 million
charge is expected to be recorded in the quarter ending June 30, 2002. The
first quarter charge consisted of cash severance and related payroll costs of
$0.54 million and legal and other services fees of $0.24 million for over 30 terminated employees. The second quarter charge is
expected consist of cash severance and related payroll costs of approximately
$0.4 million and legal and outplacement fees of approximately $0.1 million for
over 30 terminated employees. Approximately, $0.03 million of the first quarter
charge remains unpaid and is included in accrued expenses as of March 31,
2002.

Note 6  Segment Information

The Company has two reportable segments, professional services and software.

The principal products in the software segment are Vector NTI Suite and our
GenoMax enterprise platform. Software segment revenues are generated from
software license fees and maintenance fees. The Companys professional services segment
consists of services rendered under government subcontracts with NCBI and
provided to software customers including installation, training and
customization of our software products.

Segment data includes an allocation of all general and administrative expenses
to each of its operating segments based on each segments proportionate share
of salary expense.

The table below presents reported segment amounts in thousands for the quarters
ended March 31, 2001 and 2002.

|                     |  |              |        |          |  |       |        |   |  |  |        |  
|-------------------- |  | ------------ | ------ | -------- |  | ----- | ------ | - |  |  | ------ | -
|                     |  | PROFESSIONAL |        |          |  |       |        |   |  | 
|                     |  | SERVICES     |        | SOFTWARE |  | TOTAL
|                     |  |              |        |          |  |      
|Quarter ended        |  |              |        |          |  |       |        |   |  |  |        |  
|March 31, 2001       |  |              |        |          |  |       |        |   |  |  |        |  
|Revenue              |  |              | 927    |          |  |       | 5,663  |   |  |  | 6,590  |  
|Loss from
Operations |  |              | (2,835 | )        |  |       | (2,457 | ) |  |  | (5,292 | )
|Quarter ended        |  |              |        |          |  |       |        |   |  |  |        |  
|March 31, 2002       |  |              |        |          |  |       |        |   |  |  |        |  
|Revenue              |  |              | 950    |          |  |       | 2,775  |   |  |  | 3,725  |  
|Loss from Operations |  |              | (2,999 | )        |  |       | (4,858 | ) |  |  | (7,857 | )

The difference between loss from operations and net loss is attributable to
investment earnings, interest expense and other expense totaling, $1,119 and
$293 for the three months ended March 31, 2001 and 2002, respectively.

The table below presents asset allocation of reported segment amounts in
thousands for December 31, 2001 and March 31, 2002.

|                     |                       |                   |        |                |  |  |        |       | 
|-------------------- | --------------------- | ----------------- | ------ | -------------- |  |  | ------ | ----- | 
|                     |                       | DECEMBER 31, 2001 |        | MARCH 31, 2002
|                     |                       |                   |        |               
|Allocable Assets     |                       |                   |        |                |  |  |        |      
|                     | Professional Services |                   |        | 656            |  |  |        | 743   | 
|                     | Software              |                   |        | 10,224         |  |  |        | 4,564 | 
|Non-Allocable Assets |                       |                   | 73,598 |                |  |  | 71,663 |      

7



---



##### 



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, thereunto duly authorized.

Dated this 17th day of May 2002.

INFORMAX, INC

| |                                                                                                            
| | -----------------------------------------------------------------------------------------------------------
| | By:   /s/ Andrew P. WhiteleyAndrew P. Whiteley
Chairman of the Board, Chief Executive Officer and President