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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
NOVEMBER 22, 1996
Date of report (Date of earliest event reported)
ANALOGY, INC.
(Exact name of registrant as specified in its charter)
OREGON 0-27752 93-0892014
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization) Identification No.)
9205 SW GEMINI DRIVE
PORTLAND, OREGON 97008
(Address of principal executive offices and zip code)
503-626-9700
(Registrant's telephone number including area code)
THE INDEX TO EXHIBITS APPEARS ON PAGE 3 OF THIS DOCUMENT.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 22, 1996 Analogy, Inc. (the "Company") acquired Symmetry Design
Systems, Inc. (Symmetry), an independent developer of analog and mixed-signal
modeling tools and model libraries, located in Los Altos, California. The
Agreement and Plan of Merger (the "Merger Agreement") dated as of October 23,
1996, by and among the Company, Analogy Acquisition Corporation, the Company's
wholly-owned subsidiary ("Acquisition"), and Symmetry, as amended on November
22, 1996, provides for the merger of Acquisition with and into Symmetry (the
"Merger"), with Symmetry surviving and becoming a wholly-owned subsidiary of the
Company. In consideration of the Merger, each issued and outstanding share of
common stock of Symmetry was cancelled and converted into the right to receive
each Symmetry shareholder's pro rata share of 590,784 shares of the Company's
common stock, and a contingent contractual right to receive each Symmetry
shareholder's pro rata share of 59,216 additional shares of the Company's common
stock.
The Company is accounting for the Merger as a purchase valued at approximately
$2.7 million. The consideration was determined through arms-length negotiations
between the Company and Symmetry.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS:
(c) EXHIBITS
2.1 Agreement and Plan of Merger dated as of October 23, 1996,
by and among Analogy, Inc., Analogy Acquisition Corporation and
Symmetry Design Systems, Inc.
2.2 First Amendment to Agreement and Plan of Merger dated as of
November 22, 1996, by and among Analogy, Inc., Analogy Acquisition
Corporation and Symmetry Design Systems, Inc.
4.1 Registration Rights Agreement dated as of November 22,
1996, by and among Analogy, Inc., Alan B. Grebene, Martin G.
Walker, Chenmin Hu, Xinping He, Yu Liu, Andrew L. Hughes, Wenge
Wu, Zheng Shi, John A Wilson, Qing Chang and E-Hui Xu.
99.1 Press Release.
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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: December 4, 1996
ANALOGY, INC.
By: /s/ TERRENCE A. RIXFORD
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Terrence A. Rixford
Vice President, Finance and Administration
(Principal Financial Officer)
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ANALOGY, INC.
FORM 8-K
EXHIBIT INDEX
Exhibit
No. Description
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2.1 Agreement and Plan of Merger dated as of October 23, 1996,
by and among Analogy, Inc., Analogy Acquisition Corporation
and Symmetry Design Systems, Inc.
2.2 First Amendment to Agreement and Plan of Merger dated as of
November 22, 1996, by and among Analogy, Inc., Analogy
Acquisition Corporation and Symmetry Design Systems, Inc.
4.1 Registration Rights Agreement dated as of November 22, 1996,
by and among Analogy, Inc., Alan B. Grebene, Martin G.
Walker, Chenmin Hu, Xinping He, Yu Liu, Andrew L. Hughes,
Wenge Wu, Zheng Shi, John A Wilson, Qing Chang and E-Hui Xu.
99.1 Press Release.
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