1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Mark One) [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 1996 OR [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 0-24756 EPIC DESIGN TECHNOLOGY, INC. (Exact name of registrant as specified in its charter) CALIFORNIA 77-0135608 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 310 NORTH MARY AVENUE SUNNYVALE, CALIFORNIA 94086 (Address of principal executive offices) TELEPHONE NUMBER (408) 731-2900 (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 ---------- ---------- As of December 31, 1996 there were 13,717,285 shares of the Registrant's Common Stock outstanding. ================================================================================ 2 PART II - OTHER INFORMATION ITEM 6: Exhibits and Reports on Form 8-K (a) Exhibit 2.1 Agreement and Plan of Merger, dated as of January 16 1997, among Synopsys, Inc., EPIC Merger Co., Inc. and the Company. (1)* 11.1 Statement regarding computation of per share earnings* 27.1 Financial Data Schedule (b) Reports on Form 8-K The Company did not file any reports on Form 8-K during the three months ended December 31, 1996. ------------------------- * Previously filed. (1) Incorporated by reference to the Registration Statement on Form S-4 (Reg. No. 333-21129) of Synopsys, Inc. as filed with the Securities and Exchange Commission on February 5, 1997. -2- 3 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: February 5, 1997 EPIC DESIGN TECHNOLOGY, INC. (Registrant) /s/ TAMMY LIU ____________________________________________ Tammy Liu Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) -3- 4 INDEX TO EXHIBITS EXHIBIT - -------------------------------------------------------------------------------- 11.1 Statement regarding computation of per share earnings (a) Exhibit 2.1 Agreement and Plan of Merger, dated as of January 16 1997, among Synopsys, Inc., EPIC Merger Co., Inc. and the Company. (1)* 11.1 Statement regarding computation of per share earnings* 27.1 Financial Data Schedule (b) Reports on Form 8-K The Company did not file any reports on Form 8-K during the three months ended December 31, 1996. ------------------------- * Previously filed. (1) Incorporated by reference to the Registration Statement on Form S-4 (Reg. No. 333-21129) of Synopsys, Inc. as filed with the Securities and Exchange Commission on February 5, 1997.