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): June 14, 1997
---------------------------
QUICKTURN DESIGN SYSTEMS, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-22738 77-0159619
- --------------------------------------------------------------------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
440 CLYDE AVENUE, MOUNTAIN VIEW, CALIFORNIA 94043
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 967-3300
--------------------------
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 14, 1997 (the "Closing Date"), pursuant to an Asset Purchase
Agreement (the "Purchase Agreement") among Quickturn Design Systems, Inc.
("Quickturn"), Synopsys, Inc., a Delaware corporation ("Synopsys"), and Arkos
Design, Inc., a California corporation and wholly-owned subsidiary of
Synopsys ("Arkos"), Quickturn purchased from Synopsys certain assets relating
to Synopsys' emulation business, including all of the outstanding capital
stock of Arkos. As a result of these transactions, Arkos became a
wholly-owned subsidiary of Quickturn. Quickturn is a leading provider of
cycle-based simulation and reprogrammable emulation products for design
verification of complex ICs and electronic systems.
In addition to the Arkos stock, the assets acquired by Quickturn pursuant
to the Purchase Agreement (the "Acquired Assets") include, among other
things: (i) certain US, European and Japanese patent applications, (ii)
certain US trademarks and trademark applications, (iii) licenses to use
certain intellectual property owned by third parties (iv) tangible
intellectual property assets owned by Synopsys, including the Arkos System
Software and (v) certain fixed assets and inventory. Certain of the Acquired
Assets constitute physical property, and were used by Synopsys and/or Arkos
in the conduct of their integrated circuit emulation businesses. Quickturn
presently intends to continue to use certain such assets for similar
purposes, subject to changing needs of its business.
The consideration paid by Quickturn pursuant to the Purchase Agreement was
valued at $14,500,000 and consisted of $5,000,000 cash, 500,000 shares of
Quickturn Common Stock and warrants to purchase 1,000,000 shares of Quickturn
Common Stock. Subject to certain exceptions, the warrants issued to Synopsys
will become exercisable with respect to one-half of the shares subject thereto
six months after the Closing Date and will become fully exercisable on the first
anniversary of the Closing Date. The exercise price of the warrants is $13.34
per share, which price represents 110% of the closing price of the Quickturn
Common Stock on the Nasdaq Stock Market on June 6, 1997. The warrants will
expire two years after the Closing Date.
The consideration paid by Quickturn for the Acquired Assets (including the
outstanding capital stock of Arkos) was determined pursuant to arms' length
negotiations and took into account various factors concerning the valuation of
the acquired business, including the book value of the Acquired Assets. The
cash used in partial payment for the acquired assets was from the Company's
general working capital.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF THE ACQUIRED BUSINESS
Because the impact of the acquired business does not meet the minimum
materiality threshold of Rule 3-05(b)(2)(i) of Regulation S-X (17 C.F.R. Section
210.3-05(b)(2)(i)), financial information of the acquired business is not
required to be filed pursuant to Item 7(a) of this Form 8-K.
(b) PRO FORMA FINANCIAL INFORMATION.
Pro forma financial information is not required to be filed pursuant
to Item 7(b) of this Form 8-K because separate financial statements of the
acquired business are not included in this filing, SEE 17 C.F.R. Section
210.11-01(c).
(c) EXHIBITS
2.1 Asset Purchase Agreement dated as of June 14, 1997.
-2-
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.
Dated: June 27, 1997 QUICKTURN DESIGN SYSTEMS, INC.
/s/ RAYMOND K. OSTBY
----------------------------------------
Raymond K. Ostby
Vice President, Finance and Administration,
Chief Financial Officer and Secretary
-3-
INDEX TO EXHIBITS
Exhibit
Number Description of Document
------- -----------------------
2.1 Asset Purchase Agreement dated as of June 14, 1997.