SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 30, 1997
Discreet Logic Inc.
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(Exact name of Registrant as specified in its charter)
Quebec 0-26100 98-0150790
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
10 Duke Street
Montreal, Quebec, Canada H3C 2L7
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (514) 393-1616
Item 2. Acquisition or Disposition of Assets
On December 2, 1997, Discreet Logic Inc. ("Discreet") entered into an
Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with
Lantern Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
Discreet ("Merger Sub"), and Lightscape Technologies, Inc., a Delaware
corporation ("Lightscape"). On December 30, 1997 pursuant to the Merger
Agreement, and upon the satisfaction of certain closing conditions, Merger Sub
merged (the "Merger") with and into Lightscape with Lightscape as the surviving
corporation and a wholly-owned subsidiary of Discreet.
As a result of the Merger, Discreet acquired, among other products, the
Lightscape TM product, a software application which integrates radiosity and ray
tracing with physically based lighting, including related know-how and goodwill.
The aggregate purchase price for Lightscape includes the assumption of
approximately $5.7 million of net liabilities (of which approximately $3.4
Million was paid at the closing), and up to $6.8 million in contingent
consideration to be paid only if certain revenue objectives are achieved by
Lightscape in calendar 1998 and 1999.
The acquisition will be accounted for as a purchase. A substantial portion
of the purchase price and transaction costs is expected to be allocated to
purchased in-process research and development for which Discreet expects to
incur a one-time charge against earnings in the range of $5.5 million to $5.8
million, or $0.18 to $0.19 per share, in the quarter ending December 31, 1997.
The terms of the transaction were the result of arms'-length negotiations
between the representatives of Discreet and Lightscape. The terms of the
transaction are more fully described in the Merger Agreement, a copy of which is
filed as Exhibit 2.1 to this Report and which is incorporated herein by
reference.
Certain Factors that May Affect Future Results
Information provided by Discreet from time to time, including statements in
this Form 8-K which are not historical facts, constitute forward looking
statements that involve risks and uncertainties and are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995
and the releases of the Securities and Exchange Commission. Actual results of
operations in connection with the acquisition of Lightscape may vary
significantly based on a number of factors, including the integration of the
Lightscape products into Discreet's product line, market acceptance of
Lightscape's products, successful penetration of new markets for institutional
customers and professional consumers, the impact of the Merger on the Company's
current business, the timely development and acceptance of new products, the
impact of competitive products and pricing, the timely development and release
of products by strategic suppliers, and other risks discussed from time to time
in Discreet's other filings with the Securities and Exchange Commission.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
It is impracticable to provide the financial information required by Item
7(a) of Form 8-K relating to the business acquired by Discreet at the time this
report is filed. Such required financial information will be filed as soon as
practicable, but not later than March 16, 1998.
(b) Pro Forma Financial Information.
It is impracticable to provide the pro forma financial information
required by Item 7(b) of Form 8-K relating to the business acquired by Discreet
at the time this report is filed. Such required pro forma financial information
will be filed as soon as practicable, but not later than March 16, 1998.
(c) Exhibits.
Exhibit Index
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Exhibit No. Description
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2.1 Agreement and Plan of Merger and Reorganization by and
among Discreet Logic Inc., Lantern Acquisition Corp.
and Lightscape Technologies, Inc. dated as of December
2, 1997
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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.
DISCREET LOGIC INC.
January 14, 1998
By: /s/ Francois Plamondon
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Francois Plamondon
Senior Vice President,
Chief Financial Officer, Treasurer and
Secretary
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Exhibit Index
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Exhibit No. Description
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2.1 Agreement and Plan of Merger and Reorganization by and
among Discreet Logic Inc., Lantern Acquisition Corp.
and Lightscape Technologies, Inc. dated as of December
2, 1997