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): March 31, 1997
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Autodesk, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-14338 94-2819853
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification Number)
incorporation)
111 McInnis Parkway, San Rafael, California 94903
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 507-5000
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n/a
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
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On March 31, 1997 (the "Closing Date"), pursuant to an Agreement and Plan
of Reorganization dated as of December 10, 1996, as amended on December 19, 1996
(the "Reorganization Agreement"), among Autodesk, Inc. ("Autodesk"), Autodesk
Acquisition Corporation ("Merger Sub"), a wholly-owned subsidiary of Autodesk,
and Softdesk, Inc. ("Softdesk"), Autodesk acquired Softdesk by means of a
statutory merger (the "Merger") of Merger Sub into Softdesk, with Softdesk
remaining as the surviving corporation in the Merger. As a result of the
Merger, Softdesk became a wholly-owned subsidiary of Autodesk. Softdesk
develops, markets and supports Computer Aided Design application software
products primarily for professionals, non-professional office users and home
users in the Architecture, Engineering and Construction market. Merger Sub was
formed solely for the purpose of effecting the Merger.
Pursuant to the Reorganization Agreement, each outstanding share of
Softdesk Common Stock was converted into the right to receive 0.477327 shares of
Autodesk Common Stock (the "Exchange Ratio"). The Exchange Ratio was calculated
pursuant to the Reorganization Agreement by dividing $15.00 by the average of
the closing sales prices of Autodesk Common Stock as reported on the Nasdaq
National Market for the five trading days immediately preceding the Closing
Date. Based on the capitalization of Softdesk as of the Closing Date, Autodesk
issued approximately 2.9 million shares of Autodesk Common Stock to former
Softdesk stockholders in the Merger. No fractional shares were issued in the
Merger. Softdesk stockholders otherwise entitled to receive a fraction of a
share of Autodesk Common Stock in the Merger will instead receive an amount of
cash equal to such fraction multiplied by the average of the closing sales
prices of Autodesk Common Stock as reported on the Nasdaq National Market for
the ten trading days immediately preceding the Closing Date.
All options to purchase Softdesk Common Stock outstanding immediately prior
to the Merger were assumed by Autodesk pursuant to the Reorganization Agreement.
The consideration paid by Autodesk for the outstanding capital stock of
Softdesk pursuant to the Reorganization Agreement was determined pursuant to
arms' length negotiations and took into account various factors concerning the
valuation of the business of Softdesk, including public market valuations of
comparable companies, discounted cash flows for Softdesk, and multiples paid in
recent acquisitions of comparable companies.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
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(a) Financial Statements of Softdesk, Inc.
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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. (S)
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.
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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. (S) 210.11-01(c).
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(c) Exhibits
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2.1 Agreement and Plan of Reorganization dated as of December 10,
1996, as amended on December 19, 1996 by and among Autodesk,
Inc., Autodesk Acquisition Corporation and Softdesk, Inc.
(incorporated by reference to the Registration Statement on Form
S-4 filed by Autodesk, Inc. on March 3, 1997 (file #333-22683)).
2.2 Certificate of Merger merging Autodesk Acquisition Corporation
with and into Softdesk, Inc., as filed with the Delaware
Secretary of State on March 31, 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.
Dated: April 11, 1997 AUTODESK, INC.
/s/ John E. Calonico
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John E. Calonico
Vice President, Finance and Acting Chief Financial
Officer
(Principal Financial and Accounting Officer)
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INDEX TO EXHIBITS
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Exhibit
Number Description of Document
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2.1 Agreement and Plan of Reorganization dated as of December 10,
1996, as amended on December 19, 1996 by and among Autodesk,
Inc., Autodesk Acquisition Corporation and Softdesk, Inc.
(incorporated by reference to the Registration Statement on Form
S-4 filed by Autodesk, Inc. on March 3, 1997 (file #333-22683)).
2.2 Certificate of Merger merging Autodesk Acquisition Corporation
with and into Softdesk, Inc., as filed with the Delaware
Secretary of State on March 31, 1997