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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): May 25, 1999
CADENCE DESIGN SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-10606 77-0148231
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation ) Number) Identification Number)
2655 Seely Road, Building 5
San Jose, California 95134
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code: (408) 943-1234
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Item 2. Acquisition or Disposition of Assets.
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On May 25, 1999, Cadence Design Systems, Inc., a Delaware corporation (the
"Registrant"), acquired all of the outstanding capital stock of Quickturn Design
Systems, Inc., a Delaware corporation ("Quickturn"), for an aggregate purchase
price of $271 million (the "Acquisition"). Quickturn stockholders will receive
the Registrant's common stock at an exchange ratio of 1.2712 of the Registrant's
shares for each share of Quickturn common stock. The Acquisition was effected
by means of a merger pursuant to which a wholly-owned subsidiary of the
Registrant merged with and into Quickturn, with Quickturn as the surviving
company. As a result of such merger, Quickturn became a wholly-owned subsidiary
of the Registrant. The consideration paid by the Registrant for Quickturn's
outstanding capital stock was negotiated at arm's length between the parties on
the basis of the Registrant's assessment of the value of Quickturn and its
capital stock, following an investigation of, and discussions with Quickturn and
its representatives concerning Quickturn and its business and prospects.
Certain of Quickturn's officers, including Keith R. Lobo, President and Chief
Executive Officer of Quickturn, have entered into employment and related
agreements with the Registrant. To the Registrant's knowledge, there is no
other material relationship between any of the former stockholders of Quickturn
and the Registrant or any of its affiliates, any director or officer of the
Registrant, or any associate of any such director or officer.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Business Acquired
None of the required financial statements are currently available.
Pursuant to paragraph (a)(4) of Item 7, the required financial statements will
be filed as soon as practicable, but not later than July 26, 1999, unless
waived.
(b) Pro Forma Financial Information
None of the required pro forma financial information is currently
available. Pursuant to paragraph (b)(2) of Item 7, the required pro forma
financial information will be filed as soon as practicable, but not later than
July 26, 1999, unless waived.
(c) Exhibits
Exhibit No. Description
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Exhibit 99.1 Press Release of the Registrant issued on May 25, 1999.
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 as of May 25, 1999.
CADENCE DESIGN SYSTEMS, INC.
By: /s/ R.L. Smith McKeithen
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R.L. Smith McKeithen
Senior Vice President and General Counsel
EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Document Page
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Exhibit 99.1 Press Release of the Registrant issued on May 25, 1999.