SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(dD) ofOF ~~the Securities~~THE ~~Exchange Act of 1934~~

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF of1934 ~~earliest event reported): September 17, 2007~~

Date of Report (Date of earliest event reported): September 28, 2007

COGNOS INCORPORATED

(Exact name of registrant as specified in its charter)

Canada

(State or other jurisdiction of incorporation)


0-16006		98-0119485
(Commission File Number No.)		(IRS Employer Identification No.)

3755 Riverside Drive ~~P.O.~~ ~~Box 9707, Station T Ottawa, Ontario, Canada K1G 4K9~~

P.O. Box 9707, Station T

Ottawa, Ontario, Canada K1G 4K9

(Address of principal executive offices)

Registrant’s telephone number, including area code: ~~(613)~~ ~~738-1440~~

(613) 738-1440

Not Applicable

(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 (See General Instruction A.2. below):

o	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)
x	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-4(c))

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

~~Section~~¨ 8Soliciting —material ~~Other Events~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Item~~¨ ~~8.01~~Pre-commencement ~~Other~~communications ~~Events~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

On¨ ~~September~~Pre-commencement ~~17, 2007,~~communications ~~Cognos~~pursuant ~~Incorporated~~to ~~announced~~Rule ~~that it had received early termination of the mandatory waiting period under the Hart~~13e-~~Scott-Rodino Act~~ 4(~~HSR~~c) inunder ~~connection with its cash tender offer for Applix, Inc. Conditions to~~ the ~~transaction~~ ~~that~~Exchange ~~remain~~Act ~~outstanding~~(17 ~~include,~~CFR ~~among others, a minimum tender of at least a majority of then outstanding shares of Applix on a fully diluted basis, and receipt of other required regulatory approvals~~240.13e-4(c))

ASection 1 – Registrant’s ~~copy of~~Business ~~the~~and ~~press~~Operations ~~release is furnished as Exhibit 99.1.~~

~~Section 9 — Financial Statements and Exhibits~~ Item 91.01 ~~Financial Statements~~Entry ~~and~~into ~~Exhibits~~a Material Definitive Agreement

On September 28, 2007, Cognos Incorporated, a Canadian corporation (c“Cognos”) and its wholly owned subsidiary, Cognos Corporation (“Cognos US” and, collectively with Cognos, the “Borrowers”), a Delaware ~~Exhibits~~corporation, entered into a Credit Agreement (the “Credit Agreement”) with (i) the institutions named therein as Canadian Lenders, (ii) the institutions named therein as US Lenders, (iii) TD Securities and Bank of America, National Association, as Co-Lead Arrangers and Joint Bookmanagers, (iv) The Toronto-Dominion Bank, as Canadian Administration Agent, and (v) Toronto Dominion (Texas) LLC, as US Administration Agent.

99Pursuant to the Credit Agreement, the Borrowers will have a $200,000,000 five-year committed revolving credit facility available to them on the terms and conditions set forth in the Credit Agreement.1 ~~Joint~~If ~~press~~the ~~release~~conditions to drawdown are met, ~~dated~~as ~~September~~set 17forth in the Credit Agreement, ~~2007~~including but not limited to the accuracy of certain representations and warranties, and the continued compliance with certain financial and other covenants, the Borrowers may drawdown under the facility at such times and in such amounts, subject to the terms of ~~Cognos~~the ~~Incorporated~~Credit Agreement, as the Borrowers shall determine. Draw downs may be in U.S. dollars or Canadian dollars. The Credit Facility was entered into to meet general corporate purposes. As of the date hereof, no amount has been drawn on the credit facility. Pursuant to the Credit Agreement, interest is calculated dependent on the currency, term, type of borrowing and ~~Applix~~performance of certain financial covenants. This credit facility is subject to a commitment fee which is calculated based on performance of certain financial covenants. The Borrowers have the option to reduce the credit available in multiples of $5,000,000, ~~Inc~~without penalty.

~~Important~~The ~~Information~~Credit Agreement has been filed as an exhibit to this Form 8-K to provide you with information regarding the terms thereof. Such agreement and the summary of such agreement as set forth herein is not intended to modify or supplement any factual disclosures about Cognos in Cognos’ public reports filed with the SEC. In particular, the Credit Agreement and the related summary are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to Cognos. The foregoing description of the Credit Agreement does not purport to be complete, and is qualified in its entirety by reference to such agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

~~THIS~~Section 9 – Financial ~~FILING~~Statements ISand ~~FOR~~Exhibits INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE SOLICITATION AND THE OFFER TO BUY SHARES OF APPLIX’S COMMON STOCK WILL ONLY BE MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT COGNOS INTENDS TO FILE WITH THE SEC. ONCE FILED, APPLIX’S STOCKHOLDERS SHOULD READ THESE MATERIALS CAREFULLY PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE OFFER BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER. ONCE FILED, APPLIX’S STOCKHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE OFFER FREE OF CHARGE AT THE SEC’S WEBSITE AT WWW.SEC.GOV, FROM THE INFORMATION AGENT NAMED IN THE TENDER OFFER MATERIALS OR FROM COGNOS.

~~Cautionary~~Item ~~Statement~~9.01 ~~Regarding~~Financial ~~Forward-Looking~~ Statements and Exhibits

Certain statements in this press release regarding the proposed transaction between Cognos and Applix and any other statements regarding Cognos’ or Applix’s future expectations, beliefs, goals or prospects constitute forward-looking statements made within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 138.4(9c) ofExhibits 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 the parties’ ability to consummate the transaction; the conditions to the completion of the transaction, including a sufficient number of Applix shares being tendered, may not be satisfied, or the regulatory approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; and the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the merger; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected time-frames or at all and to successfully integrate Applix’s operations into those Cognos; such integration may be more difficult, time-consuming or costly than expected; revenues following the transaction may be lower than

210.1 Credit Agreement, dated September 28, 2007

~~expected;~~SIGNATURE operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; the retention of certain key employees of Applix may be difficult; Cognos and Applix are subject to intense competition and increased competition is expected in the future; the failure to protect either party’s intellectual property rights may weaken its competitive position; Cognos is dependent on large transactions; customer decisions are influenced by general economic conditions; third parties may claim that either party’s products infringe their intellectual property rights; fluctuations in foreign currencies could result in transaction losses and increased expenses; acts of war and terrorism may adversely affect either party’s business; the volatility of the international marketplace; and the other factors described in Cognos’ Annual Report on Form 10-K for the fiscal year ended February 28, 2007 and in its most recent quarterly report filed with the SEC, and Applix’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and in its most recent quarterly report filed with the SEC. Cognos and Applix assume no obligation to update the information in this communication, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.

3Pursuant 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.

SIGNATURE


	COGNOS INCORPORATED
	(Registrant)

Dated: October 1, 2007	By:	/s/ Tom Manley
		Tom Manley
		Senior Vice President, Finance &
		Administration and Chief
		Financial Officer

~~Pursuant~~EXHIBIT toINDEX ~~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
Exhibit No.		Description
	(Registrant)
10.1		Credit Agreement, dated September 28, 2007
	By:	/s/ Tom Manley
Dated: September 17, 2007		Tom Manley Senior Vice President, Finance & Administration and Chief Financial Officer

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