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): December 18, 1996
CADENCE DESIGN SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-10606 77-0148231
(Commission File No.) (IRS Employer Identification No.)
2655 SEELY ROAD
BUILDING 5
SAN JOSE, CALIFORNIA 95134
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (408) 943-1234
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
THE PRO FORMA FINANCIAL INFORMATION INCORPORATED BY REFERENCE INTO THIS
CURRENT REPORT ON FORM 8-K CONTAINS FORWARD LOOKING STATEMENTS RELATED TO
CADENCE DESIGN SYSTEMS, INC., A DELAWARE CORPORATION (THE "REGISTRANT"), AND THE
REGISTRANT'S ACQUISITION OF HIGH LEVEL DESIGN SYSTEMS, INC., A DELAWARE
CORPORATION ("HLDS"), THAT MAY INVOLVE SUBSTANTIAL RISKS AND UNCERTAINTIES.
THESE UNCERTAINTIES INCLUDE RISKS RELATING TO THE INTEGRATION OF THE REGISTRANT
AND HLDS. ACTUAL RESULTS AND DEVELOPMENTS THEREFORE MAY DIFFER MATERIALLY FROM
THOSE DESCRIBED OR INCORPORATED BY REFERENCE IN THIS REPORT. FOR MORE
INFORMATION ABOUT THE REGISTRANT AND RISKS ARISING WHEN INVESTING IN THE
REGISTRANT, YOU ARE DIRECTED TO THE REGISTRANT'S MOST RECENT REPORTS ON FORM
10-K AND FORM 10-Q AND RECENT REGISTRATION STATEMENT ON FORM S-4 RELATED TO THE
TRANSACTION DESCRIBED BELOW, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION.
On December 18, 1996, Harbor Acquisition Sub, Inc., a Delaware corporation
("Harbor Sub"), was merged with and into HLDS, pursuant to an Agreement and Plan
of Merger and Reorganization dated as of October 3, 1996 (the "Agreement"),
among the Registrant, Harbor Sub and HLDS. The terms of the Agreement were
determined through arms' length negotiations between the Registrant and HLDS.
The merger of Harbor Sub with and into HLDS (the "Merger") became effective
at the time of the filing of a Certificate of Merger with the Delaware Secretary
of State on December 18, 1996 (the "Effective Time"). At the Effective Time:
(a) Harbor Sub ceased to exist; (b) HLDS, as the surviving corporation in the
Merger, became a wholly owned subsidiary of the Registrant; and (c) each share
of HLDS Common Stock, par value $.001 per share ("HLDS Common Stock"), and each
share of HLDS Series A Preferred Stock, par value $.001 per share, outstanding
immediately prior to the Effective Time (except for any such shares held by HLDS
as treasury stock and any such shares held by the Registrant or any subsidiary
of the Registrant or HLDS, which shares, if any, were canceled) was converted
into the right to receive twenty-two hundredths (0.22) of a share of Common
Stock, $0.01 par value per share, of the Registrant ("Cadence Common Stock")
(such fraction of a share of Cadence Common Stock into which each outstanding
share of HLDS capital stock was converted is referred to as the "Exchange
Ratio"). In addition, pursuant to the Agreement, at the Effective Time, all
rights with respect to HLDS Common Stock under HLDS stock options (the "HLDS
Options") then outstanding, were converted into and became rights with respect
to Cadence Common Stock, and the Registrant assumed each such HLDS Option in
accordance with its terms. By virtue of the assumption by the Registrant of the
HLDS Options, from and after the Effective Time: (i) each HLDS Option assumed by
the Registrant may be exercised solely for Cadence Common Stock; (ii) the number
of shares of Cadence Common Stock subject to each such HLDS Option is equal to
the number of shares of HLDS Common Stock subject to such HLDS Option
immediately prior to the Effective Time multiplied by the Exchange Ratio,
rounded down to the nearest whole share; and (iii) the per share exercise price
under each such HLDS Option was adjusted by dividing the per share exercise
price under such HLDS Option by the Exchange Ratio and rounding up to the
nearest cent.
2.
The Registrant will issue approximately 2,562,000 shares of Cadence Common
Stock to former stockholders of HLDS in connection with the Merger. In
addition, approximately 600,000 shares of Cadence Common Stock may be issued in
connection with the exercise of assumed HLDS Options.
The Merger is intended to be a tax-free reorganization under the Internal
Revenue Code of 1986, as amended, and will be accounted for as a purchase. A
copy of the press release announcing the consummation of the Merger is attached
hereto as Exhibit 99.1.
HLDS develops, markets and supports EDA software for the design of
high-density, high performance integrated circuits (ICs). HLDS products are
designed to solve the problems inherent in deep submicron (less than 0.35
micron) IC design and to offer improved time to market, enhanced IC performance
and reduced development and manufacturing costs when compared to previous
generations of EDA software.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of the Business Acquired
(1) The audited consolidated balance sheet of HLDS as of December 31,
1995, the audited consolidated statements of operations, stockholder's equity
and cash flows of HLDS for the year then ended, the notes related thereto,
and the Report of Independent Public Accountants thereon, are set forth at
pages F-1 through F-17 of the Proxy Statement/Prospectus dated November 14,
1996 included in the Registrant's Registration Statement on Form S-4 (No.
333-15771). Such financial statements, notes and Report set forth at such
pages are incorporated herein by reference.
(2) The unaudited consolidated balance sheet of HLDS as of September 30,
1996, the unaudited consolidated statements of operations and cash flows of HLDS
for the nine-month period then ended, and the notes related thereto, are set
forth at pages F-1 through F-17 of the Proxy Statement/Prospectus dated November
14, 1996 included in the Registrant's Registration Statement on Form S-4 (No.
333-15771). Such financial statements and notes set forth at such pages are
incorporated herein by reference.
(b) Pro Forma Financial Information
(1) An unaudited pro forma condensed combined balance sheet as of
September 28, 1996, and the notes related thereto, are set forth at pages 53
through 57 of the Proxy Statement/Prospectus dated November 14, 1996 included in
the Registrant's Registration Statement on Form S-4 (No. 333-15771). Such
balance sheet and notes set forth at such pages are incorporated herein by
reference.
3.
(2) Unaudited pro forma condensed combined statements of income for the
year ended December 30, 1995 and for the nine months ended September 28, 1996,
and the notes related thereto, are set forth at pages 53 through 57 of the Proxy
Statement/Prospectus dated November 14, 1996 included in the Registrant's
Registration Statement on Form S-4 (No. 333-15771). Such statements of income
and notes set forth at such pages are incorporated herein by reference.
(c) Exhibits
Exhibit No. Description
2 Agreement and Plan of Merger and Reorganization dated as of
October 3, 1996, among Cadence Design Systems, Inc., a Delaware
corporation, Harbor Acquisition Sub, Inc., a Delaware
corporation, and High Level Design Systems, Inc., a Delaware
corporation (incorporated by reference to the Registrant's
Current Report on Form 8-K filed with the Securities and Exchange
Commission on November 7, 1996)
23.1 Consent of Arthur Andersen LLP
99.1 Press Release of Cadence Design Systems, Inc. dated
December 18 ,1996
99.2 Pages F-1 through F-17 of the Proxy Statement/Prospectus
dated November 14, 1996, included in the Registrant's
Registration Statement on Form S-4 (No. 333-15771)
99.3 Pages 53 through 57 of the Proxy Statement/Prospectus dated
November 14, 1996 included in the Registrant's Registration
Statement on Form S-4 (No. 333-15771)
4.
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 hereunto duly authorized.
CADENCE DESIGN SYSTEMS, INC.
Dated: December 31, 1996 By: /s/ R.L. Smith McKeithen
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Vice President and General Counsel
5.