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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): August 31, 1994
CADENCE DESIGN SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-10606 77-0148231
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File Number) Identification No.)
555 River Oaks Parkway, San Jose, CA 95134
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(Address of principal executive offices)
Registrant's telephone number, including area code: (408) 943-1234
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ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS.
Note 11 of Item 1 of the Form 10-Q of Cadence Design Systems, Inc.
(the "Registrant") for the quarter ended June 30, 1994, and item 5 of the Form
10-Q/A, Amendment No. 1 to the Form 10-Q for the quarter ended June 30, 1994
filed on November 14, 1994 (together, the "Second Quarter 1994 Form 10-Q")
is incorporated herein by reference. The acquisition of Redwood Design
Automation, Inc. ("Redwood") by the Registrant, as described therein, was
closed on August 31, 1994.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Pursuant to paragraph (a)(4) of Item 7 of Form 8-K, the following
financial statements were omitted from the disclosure contained in the Second
Quarter 1994 Form 10-Q but are filed herewith:
(i) Audited balance sheets of Redwood as of January 31, 1993 and
1994, the related audited statements of operations, stockholders' equity and
cash flows of Redwood for the years ended January 31, 1992, 1993 and 1994 and a
manually signed report of Arthur Andersen LLP with respect to the balance
sheets of Redwood as of January 31, 1993 and 1994 and the statements of
operations, stockholders' equity and cash flows for the years ended January 31,
1992, 1993 and 1994, which are attached as Exhibit 99.01 hereto;
(ii) Unaudited balance sheet of Redwood as of July 31, 1994 and the
related unaudited statements of operations and cash flows of Redwood for the
six month periods ended July 31, 1993 and 1994, which are attached as Exhibit
99.02 hereto.
(b) Pro Forma Financial Information.
Pursuant to paragraph (b)(2) of Item 7, the unaudited pro forma
condensed combined balance sheet of the Registrant and Redwood as of June 30,
1994 and the unaudited pro forma condensed combined statements of operations of
the Registrant and Redwood for the year ended December 31, 1993 and for the six
months ended June 30, 1994 are attached as Exhibit 99.03 hereto. The unaudited
pro forma condensed combined financial statements give effect to the merger of
the Registrant and Redwood on a purchase accounting basis. The pro forma
condensed combined balance sheet assumes the merger took place on June 30, 1994
and combines the June 30, 1994 balance sheet of the Registrant with the July
31, 1994 balance sheet of Redwood. The pro forma combined statements of income
assume that the merger took place as of the beginning of each company's most
recently completed fiscal year and combine the Registrant's historical results
for the year ended December 31, 1993 and the six months ended June 30, 1994
with the corresponding results for Redwood for its fiscal year ended January
31, 1994 and the six months ended July 31, 1994, respectively. The pro forma
information is presented for illustrative purposes only and is not necessarily
indicative of the operating results or financial position that would have
occurred had the acquisition of Redwood by the Registrant been consummated at
the beginning of the periods presented, nor is it necessarily indicative of
future operating results or financial position. These pro forma financial
statements are based on and should be read in conjunction with the historical
consolidated financial statements and the related notes thereto of the
Registrant and Redwood.
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(c) Exhibits.
2.01 Agreement of Merger and Plan of Reorganization by and among
Registrant, Simon Software, Inc. and Redwood dated as of July 8, 1994.
(Filed as Exhibit 2.01 to the Registrant's Form 10-Q/A, Amendment No. 1
to the Registrant's Form 10-Q, filed November 14, 1994 (the "Form
10-Q/A"), and incorporated herein by reference).
2.02 Agreement of Merger dated as of August 1, 1994 between Redwood and CDS
Acquisition Corporation. (Filed as Exhibit 2.02 to the Registrant's
Form 10-Q/A, Amendment No. 1 to the Registrant's Form 10-Q and
incorporated herein by reference).
23.01 Consent of Arthur Andersen LLP.
99.01 Audited balance sheets of Redwood as of January 31, 1993 and 1994, the
related audited statements of operations, stockholders' equity and cash
flows of Redwood for the years ended January 31, 1992, 1993 and 1994
and a manually signed report of Arthur Andersen LLP with respect to the
balance sheets of Redwood as of January 31, 1993 and 1994 and the
statements of operations, stockholders' equity and cash flows for the
years ended January 31, 1992, 1993 and 1994.
99.02 Unaudited balance sheet of Redwood as of July 31, 1994 and the related
unaudited statements of operations and cash flows of Redwood for the
six month periods ended July 31, 1993 and 1994.
99.03 Unaudited pro forma condensed combined balance sheet of the Registrant
and Redwood as of June 30, 1994 and the unaudited pro forma condensed
combined statements of operations of the Registrant and Redwood for
the year ended December 31, 1993 and for the six months ended June 30,
1994.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: November 14, 1994
CADENCE DESIGN SYSTEMS, INC.
By: /s/ H. Raymond Bingham
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H. RAYMOND BINGHAM
Executive Vice President
and Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
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2.01 Agreement of Merger and Plan of Reorganization by and among
Registrant, Simon Software, Inc. and Redwood dated as of
July 8, 1994. (Filed as Exhibit 2.01 to the Registrant's
Form 10-Q/A, Amendment No. 1 to the Registrant's Form 10-Q,
filed November 14, 1994 (the "Form 10-Q/A"), and incorporated
herein by reference).
2.02 Agreement of Merger dated as of August 1, 1994 between Redwood
and CDS Acquisition Corporation. (Filed as Exhibit 2.02 to the
Registrant's Form 10-Q/A, Amendment No. 1 to the Registrant's
Form 10-Q and incorporated herein by reference).
23.01 Consent of Arthur Andersen LLP.
99.01 Audited balance sheets of Redwood as of January 31, 1993 and
1994, the related audited statements of operations,
stockholders' equity and cash flows of Redwood for the years
ended January 31, 1992, 1993 and 1994 and a manually signed
report of Arthur Andersen LLP with respect to the balance
sheets of Redwood as of January 31, 1993 and 1994 and the
statements of operations, stockholders' equity and cash flows
for the years ended January 31, 1992, 1993 and 1994.
99.02 Unaudited balance sheet of Redwood as of July 31, 1994 and the
related unaudited statements of operations and cash flows of
Redwood for the six month periods ended July 31, 1993 and 1994.
99.03 Unaudited pro forma condensed combined balance sheet of the
Registrant and Redwood as of June 30, 1994 and the unaudited pro
forma condensed combined statements of operations of the
Registrant and Redwood for the year ended December 31, 1993 and
for the six months ended June 30, 1994.
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EXHIBIT 23.01
Consent of Arthur Andersen LLP
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference of our report on the financial statements of Redwood Design
Automation, Inc. included in this Form 8-K, into the previously filed
Registration Statements of Cadence Design Systems, Inc. on Forms S-8 and S-3
(File Nos. 33-36110, 33-43025, 33-45001, 33-48371, 33-53875 and 33-53913).
/s/ ARTHUR ANDERSEN LLP
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ARTHUR ANDERSEN LLP
San Jose, California
November 11, 1994