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): May 7, 1997
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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1.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
THIS CURRENT REPORT ON FORM 8-K CONTAINS FORWARD LOOKING STATEMENTS THAT
INVOLVE RISKS AND UNCERTAINTIES, INCLUDING RISKS THAT THE UNITED STATES
FEDERAL TRADE COMMISSION (THE "FTC") MIGHT WITHDRAW ITS ACCEPTANCE OF THE
AGREEMENT DESCRIBED IN ITEM 5 BELOW, IN WHICH CASE THE FTC MIGHT REOPEN ITS
INVESTIGATION WITH RESPECT TO THE MERGER DESCRIBED IN THIS ITEM 2; THAT THE
INTEGRATION OF THE OPERATIONS, TECHNOLOGIES, PRODUCTS AND EMPLOYEES OF
CADENCE DESIGN SYSTEMS, INC., A DELAWARE CORPORATION ("CADENCE"), AND COOPER
& CHYAN TECHNOLOGY, INC., A DELAWARE CORPORATION ("CCT"), MIGHT NOT OCCUR AS
ANTICIPATED; THAT THE SYNERGIES EXPECTED TO RESULT FROM THE MERGER DESCRIBED
BELOW MIGHT NOT OCCUR AS ANTICIPATED; AND THAT MANAGEMENT'S ATTENTION MIGHT
BE DIVERTED FROM DAY-TO-DAY BUSINESS ACTIVITIES. ACTUAL RESULTS AND
DEVELOPMENTS MAY DIFFER MATERIALLY FROM THOSE DESCRIBED IN THIS CURRENT
REPORT. FOR MORE INFORMATION ABOUT CADENCE AND RISKS RELATING TO INVESTING
IN CADENCE, REFER TO CADENCE'S MOST RECENT REPORTS ON FORM 10-K AND FORM
10-Q, AND THE RECENT REGISTRATION STATEMENT ON FORM S-4 RELATED TO THE MERGER
DESCRIBED BELOW, AS FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION.
On May 7, 1997, Wyoming Acquisition Sub, Inc. ("Merger Sub"), which was a
wholly owned subsidiary of Cadence, was merged with and into CCT, pursuant to
an Agreement and Plan of Merger and Reorganization dated as of October 28,
1996 among Cadence, Merger Sub and CCT, as amended by the First Amendment
thereto dated as of December 17, 1996 (said Agreement and Plan of Merger and
Reorganization, as so amended, being referred to herein as the "Agreement").
The terms of the Agreement were determined through arms' length negotiations
between Cadence and CCT.
The merger of Merger Sub with and into CCT (the "Merger") became
effective at the time of the filing of a Certificate of Merger with the
Delaware Secretary of State on May 7, 1997 (the "Effective Time"). At the
Effective Time: (i) Merger Sub ceased to exist; (ii) CCT, as the surviving
corporation in the Merger, became a wholly owned subsidiary of Cadence; and
(iii) subject to the provisions of the Agreement relating to the payment of
cash in lieu of fractional shares, each share of CCT Common Stock, par value
$0.01 per share ("CCT Common Stock"), outstanding immediately prior to the
Effective Time (except for any such shares held by CCT as treasury stock and
any such shares held by Cadence or any subsidiary of Cadence or CCT, which
shares, if any, were canceled) was converted into the right to receive
eighty-five hundredths (0.85) of a share of Common Stock, $0.01 par value per
share, of Cadence ("Cadence Common Stock").
In addition, pursuant to the Agreement, at the Effective Time, all rights
with respect to CCT Common Stock under CCT stock options then outstanding,
were converted into and became rights with respect to Cadence Common Stock,
and Cadence assumed each such outstanding CCT stock option in accordance with
the terms of the stock option plan under which it was issued and the stock
option agreement by which it is evidenced. By virtue of the assumption by
Cadence of such CCT stock options, from and after the Effective Time: (i)
each CCT stock option assumed by Cadence may be exercised solely for Cadence
Common Stock; (ii) the number of shares of Cadence Common Stock subject to
each such CCT stock option is equal to the number of shares of CCT Common
Stock subject to such CCT stock option immediately
2.
prior to the Effective Time multiplied by 0.85 (the exchange ratio in the
Merger), rounded down to the nearest whole share (with cash, less the
applicable exercise price, being payable for any fraction of a share); and
(iii) the per share exercise price under each such CCT stock option was
adjusted by dividing the per share exercise price under such CCT stock option
by 0.85 and rounding up to the nearest cent.
The former stockholders of CCT are receiving approximately 11,400,000
shares of Cadence Common Stock pursuant to the Merger. In addition,
approximately 1,900,000 shares of Cadence Common Stock may be issued in
connection with the exercise of the CCT stock options assumed by Cadence.
The Merger is intended to be a tax-free reorganization under the Internal
Revenue Code of 1986, as amended, and is expected to be accounted for as a
pooling of interests. A copy of the press release announcing the
consummation of the Merger is attached hereto as Exhibit 99.1.
CCT develops, markets and supports software tools that help designers
route the interconnections among electronic components on high performance
printed circuit boards and integrated circuits ("ICs").
ITEM 5. OTHER EVENTS.
On May 6, 1997, Cadence agreed to the issuance of a Consent Order by the
FTC in order to facilitate the closing of the Merger. By accepting the terms
of the Consent Order, Cadence agreed to expand its "Connections" third-party
software integration program to enable independent software vendors to
develop and market interfaces to Cadence's IC design tools. Cadence also
agreed to give the FTC prior notice of certain future acquisitions of IC
routing tool developers and vendors. The agreement between Cadence and the
FTC, the proposed Consent Order and certain related documents will be subject
to public comment for 60 days from the date such documents were placed on the
public record, after which time the FTC will decide whether to withdraw,
modify or make final its acceptance of Cadence's agreement with the FTC.
Such documents were placed on the public record on May 15, 1997. A copy of
the press release announcing Cadence's agreement with the FTC is attached
hereto as Exhibit 99.2. A copy of the agreement between Cadence and the FTC,
the proposed Consent Order and certain related documents is attached hereto
as Exhibit 99.3 and is also available at http://www.ftc.gov.
3.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
2.1 Agreement and Plan of Merger and Reorganization dated as of
October 28, 1996, among Cadence, Merger Sub and CCT
(incorporated by reference from Amendment No. 1 to the
Registration Statement on Form S-4 filed by Cadence with the
Securities and Exchange Commission on December 19, 1996 (No.
333-16779)).
2.2 First Amendment to Agreement and Plan of Merger and
Reorganization dated as of December 17, 1996, among Cadence,
Merger Sub and CCT (incorporated by reference from Amendment
No. 1 to the Registration Statement on Form S-4 filed by
Cadence with the Securities and Exchange Commission on
December 19, 1996 (No. 333-16779)).
99.1 Press Release dated May 7, 1997 announcing consummation of the
Merger.
99.2 Press Release dated May 6, 1997 announcing agreement between
Cadence and the FTC.
99.3 Agreement between Cadence and the FTC, proposed FTC Consent
Order and certain related documents.
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: May 20, 1997 By: /S/ R.L. SMITH MCKEITHEN
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R.L. Smith McKeithen
Vice President and General Counsel