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): January 20, 1999
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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 jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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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(Former name or former address, if changed since last report)
Item 5. Other Events.
On January 18, 1999, the Registrant, Autodesk Development B.V.
("Dutchco"), 9066-9771 Quebec Inc., Autodesk Canada Inc., 9066-9854 Quebec
Inc. and Discreet Logic Inc. ("Discreet") entered into Amendment No. 2 to the
Second Amended and Restated Agreement and Plan of Acquisition and Amalgamation
(the "Second Amendment"). The Second Amendment further amends the original
acquisition agreement entered into by and among the parties on August 20,
1998, as subsequently amended and restated on September 23, 1998, as
subsequently amended and restated on November 18, 1998, and as subsequently
amended on December 18, 1998 (the "Original Agreeement"). Pursuant to the
Second Amendment, among other things, Dutchco, an indirect wholly owned
subsidiary of the Registrant, ultimately will exchange 0.33 shares of the
Registrant's common stock, par value $0.01 per share ("Autodesk Common
Stock"), for each outstanding common share of Discreet, no par value per share
(each a "Discreet Common Share"), which reduces the previously announced
exchange ratio of 0.48 shares of Autodesk Common Stock for each Discreet
Common Share. In addition, the Second Amendment provides for the extension of
certain dates under the Original Agreement.
The acquisition by the Registrant of Discreet is expected to be accounted
for as a pooling-of-interests and its consummation is subject to a number of
conditions specified in the Original Agreement, as amended, including approval
of the Registrant's stockholders and Discreet's shareholders. The Second
Amendment and the Registrant's press release announcing the Second Amendment
are filed as exhibits to this Report.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired. Not applicable.
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(b) Pro forma financial information. Not applicable.
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(c) Exhibits.
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2.1 Amendment No. 2 to Second Amended and Restated Agreement and
Plan of Acquisition and Amalgamation by and among the
Registrant, Autodesk Development B.V., 9066-9771 Quebec Inc.,
Autodesk Canada Inc., 9066-9854 Quebec Inc. and Discreet
Logic Inc. dated as of January 18, 1999.
99.1 Press release of the Registrant dated January 19, 1999.
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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: January 20, 1999 AUTODESK, INC.
/s/ Steve Cakebread
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Steve Cakebread
Vice President and Chief Financial Officer
(Principal Financial Officer)
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INDEX TO EXHIBITS
Exhibit
Number Description of Document
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2.1 Amendment No. 2 to Second Amended and Restated Agreement and Plan
of Acquisition and Amalgamation by and among the Registrant,
Autodesk Development B.V., 9066-9771 Quebec Inc., Autodesk
Canada Inc., 9066-9854 Quebec Inc. and Discreet Logic Inc.
dated as of January 18, 1999.
99.1 Press release of the Registrant dated January 19, 1999.