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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
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 (Commission (IRS Employer
of 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 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 sheets 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
Registrant's statement of income for the year ended December 31, 1993 has been
reclassified in response to comments received from the Securtities and Exchange
Commssion ("SEC") on such financial statements. In prior filings, the Company
had reported the operating results of a disposed division as a discontinued
operation in its statements of income. The SEC requested that the results of
operations and the loss on disposal of the division be reclassified as
components of continuing operations since the division was not deemed by the
SEC to be a major line of business. As a result, the Company has classified
the loss from operations of the disposed division within operating expenses and
the loss on disposal of $6.0 million within other expense in the accompanying
pro forma condensed combined statement of operations. 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
assumes that the merger took place as of the beginning of each company's most
recently completed fiscal year and combines 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.
(c) Exhibits.
2.01 Agreement of Merger and Plan of Reorganization by and among Registrant,
Simon Software,
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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/A 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 income
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 sheets 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.
+ Previously filed
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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: March 9, 1995
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/A 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 sheets 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.
+ Previously filed