SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the
[X] Definitive Proxy Statement Commission Only (as Permitted by
Rule 14a-6(e)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
OrCAD, INC.
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
ORCAD, INC.
9300 S.W. NIMBUS AVENUE
BEAVERTON, OR 97008
(503) 671-9500
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 22, 1998
----------------
To the Stockholders of OrCAD, Inc.:
NOTICE IS HEREBY GIVEN that the 1998 Annual Meeting of Stockholders (the
"Annual Meeting") of OrCAD, Inc. (the "Company") will be held on Friday, May
22, 1998, at 1:30 p.m., local time, at the Crowne Plaza, 14811 Kruse Oaks
Blvd., Lake Oswego, Oregon 97035 for the following purposes:
1. ELECTION OF DIRECTORS. To elect six directors;
2. RATIFICATION OF APPOINTMENT OF AUDITORS. To ratify the appointment by
the Board of Directors of KPMG Peat Marwick LLP as independent auditors
of the Company for the fiscal year ending December 31, 1998; and
3. OTHER BUSINESS. To transact such other business as may properly come
before the meeting or any adjournments thereof.
The Board of Directors of the Company has fixed the close of business on
March 25, 1998 as the record date for the determination of stockholders
entitled to notice of and to vote at the Annual Meeting. Only stockholders of
record at the close of business on that date will be entitled to notice of and
to vote at the Annual Meeting or any adjournments thereof.
By Order of the Board,
/s/ Michael F. Bosworth
Michael F. Bosworth
President, Chief Executive Officer
and Chairman of the Board
Beaverton, Oregon
April 7, 1998
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, WHETHER OR NOT
YOU PLAN TO BE PRESENT IN PERSON AT THE ANNUAL MEETING, PLEASE DATE, SIGN AND
COMPLETE THE ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
ORCAD, INC.
9300 S.W. NIMBUS AVENUE
BEAVERTON, OR 97008
(503) 671-9500
----------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 22, 1998
----------------
INTRODUCTION
GENERAL
This Proxy Statement is being furnished to the stockholders of OrCAD, Inc.,
a Delaware corporation ("OrCAD" or the "Company"), as part of the solicitation
of proxies by the Company's Board of Directors (the "Board of Directors") from
holders of the outstanding shares of OrCAD common stock, par value $.01 per
share (the "Common Stock"), for use at the Company's Annual Meeting of
Stockholders to be held at 1:30 p.m. on May 22, 1998, and at any adjournments
or postponements thereof (the "Annual Meeting"). At the Annual Meeting,
stockholders will be asked to elect six members of the Board of Directors,
ratify the appointment by the Board of Directors of KPMG Peat Marwick LLP as
independent auditors of the Company for the fiscal year ending December 31,
1998, and transact such other business as may properly come before the meeting
or any adjournments or postponements thereof. This Proxy Statement, together
with the enclosed proxy card, is first being mailed to stockholders of OrCAD
on or about April 7, 1998.
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
The Board of Directors has fixed the close of business on March 25, 1998, as
the record date for the determination of the stockholders entitled to notice
of and to vote at the Annual Meeting. Accordingly, only holders of record of
shares of Common Stock at the close of business on such date will be entitled
to vote at the Annual Meeting, with each such share entitling its owner to one
vote on all matters properly presented at the Annual Meeting. On the record
date, there were approximately 2,481 beneficial holders of the 9,265,002
shares of Common Stock then outstanding. The presence, in person or by proxy,
of a majority of the total number of outstanding shares of Common Stock
entitled to vote at the Annual Meeting is necessary to constitute a quorum at
the Annual Meeting.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Annual Meeting, the shares represented thereby will be voted
in accordance with the instructions marked thereon. EXECUTED BUT UNMARKED
PROXIES WILL BE VOTED FOR THE ELECTION OF THE SIX NOMINEES FOR ELECTION TO THE
BOARD OF DIRECTORS AND FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG PEAT
MARWICK LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 1998. The Board of Directors does not know of any matters other
than those described in the Notice of Annual Meeting that are to come before
the Annual Meeting. If any other matters are properly brought before the
Annual Meeting, the persons named in the proxy will vote the shares
represented by such proxy upon such matters as determined by a majority of the
Board of Directors.
A stockholder may revoke a proxy at any time prior to its exercise by filing
a written notice of revocation with, or by delivering a duly executed proxy
bearing a later date to, Corporate Secretary, OrCAD, Inc., 9300 S.W. Nimbus
Avenue, Beaverton, Oregon 97008, or by attending the Annual Meeting and voting
in person. All valid, unrevoked proxies will be voted at the Annual Meeting.
1
ELECTION OF DIRECTORS
The Company's Restated Certificate of Incorporation provides that, if the
number of directors is fixed at six or more, the Board of Directors is to be
divided into three classes, with the number of directors in each class to be
as nearly equal as possible. Prior to February 23, 1998, the size of the Board
of Directors was fixed at five members and each director was elected each year
for a one-year term. On February 23, 1998, in connection with the merger of
MicroSim Corporation with and into OCA Merger Corpoation, a wholly-owned
subsidiary of the Company (the "Merger"), the size of the Board of Directors
was increased to six members. Accordingly, at the Annual Meeting, six
directors will be elected in three classes, with two directors elected to
serve for a one-year term, two directors elected to serve for a two-year term
and two directors elected to serve for a three-year term. Upon the expiration
of each of these initial terms, each class of directors will be elected for a
term of three years.
Unless otherwise specified on the proxy, it is the intention of the persons
named in the proxy to vote the shares represented by each properly executed
proxy for the election as directors of the persons named below as nominees.
The Board of Directors believes that the nominees will stand for election and
will serve if elected as directors. However, if any person nominated by the
Board of Directors fails to stand for election or is unable to accept
election, the proxies will be voted for the election of such other person as
the Board of Directors may recommend.
INFORMATION AS TO NOMINEES. The following table sets forth the names of the
Board of Directors' nominees for election as a director, with the terms
indicated. Also set forth is certain other information with respect to each
such person's age at March 25, 1998, principal occupation or employment during
the past five years, the periods during which he has served as a director of
OrCAD and positions currently held with OrCAD.
EXPIRATION
EXPIRATION OF TERM
DIRECTOR OF CURRENT FOR WHICH
AGE SINCE TERM NOMINATED POSITIONS HELD WITH ORCAD
--- -------- ---------- ---------- -------------------------
Nominees:
Richard P. Magnuson..... 42 1991 1998 1999 Director
James B. Moon........... 52 1995 1998 1999 Director
Wolfram H. Blume........ 45 1998 1998 2000 Director
John C. Savage.......... 50 1991 1998 2000 Director
Michael F. Bosworth..... 50 1991 1998 2001 President, Chief Executive
Officer and Chairman of the
Board
Stephen W. Director..... 54 1991 1998 2001 Director
Richard P. Magnuson. Mr. Magnuson has served as a member of the Board of
Directors of the Company since September 1991. Since 1997, Mr. Magnuson has
been a private venture capitalist. He served as General Partner of Menlo
Ventures, a private venture capital firm, from 1982 to 1996. Mr. Magnuson
serves as a director of two other public companies: Rogue Wave Software, Inc.
and California Water Service Company. He also serves as a director of several
privately-held companies.
James B. Moon. Mr. Moon has served as a member of the Board of Directors of
the Company since December 1995. Mr. Moon served as the President and the
Chief Executive Officer of Protocol Systems, Inc. from 1987 through February
1998. Since February 1998, Mr. Moon has served as the President and Chief
Technology Officer of Protocol Systems, Inc. Mr. Moon also serves as a
director of Protocol Systems, Inc.
Wolfram H. Blume. Mr. Blume was elected to the Board of Directors of the
Company in February 1998, following the Merger in January 1998. Since January
1998, he has served as Chief Technical Advisor to the Company. Mr. Blume
served as Chairman of the Board, President, and Chief Executive Officer of
MicroSim from July 1984 until January 1998. Prior to founding MicroSim in
1984, Mr. Blume spent six years as a member of the technical staff in the
Advanced Development Group of Silicon Systems, Inc.
2
John C. Savage. Mr. Savage has served as a member of the Board of Directors
of the Company since September 1991. Since June 1990, Mr. Savage has been
Managing General Partner of Glenwood Capital Partners, L.P., and since 1995
has been a Principal of Redwood Partners, LLC; both are affiliated venture
capital and investment banking firms. Mr. Savage also serves as a director of
FileNet Corporation and Mattson Technology, Inc.
Michael F. Bosworth. Mr. Bosworth was named Chairman of the Board of
Directors in February 1997 and has served as President, Chief Executive
Officer and a member of the Board of Directors of the Company since October
1991. From April 1986 through September 1991, he served as President and Chief
Executive Officer of Context Corporation, initially a subsidiary of Mentor
Graphics Corporation and later a division of Mentor Graphics Corporation.
Stephen W. Director. Dr. Director has served as a member of the Board of
Directors of the Company since January 1991. Dr. Director has served as the
Dean of Engineering at the University of Michigan since July 1996. Dr.
Director served as the Dean of the College of Engineering and U.A., and Helen
Whitaker University Professor of Electrical and Computer Engineering at
Carnegie Mellon University from July 1991 through June 1996. In 1982 he
founded the SRC-CMU Research Center for Computer-Aided Design and served as
its Director from 1982 to 1989. Dr. Director also serves on the Technical
Advisory Boards of a number of EDA companies.
Board of Directors Committees and Nominations by Stockholders. The Board of
Directors acts as a nominating committee for selecting nominees for election
as directors. The Company's bylaws also permit stockholders to make
nominations for the election of directors, if such nominations are made
pursuant to timely notice in writing to the Company's Secretary. To be timely,
notice must be delivered to, or mailed to and received at, the principal
executive offices of the Company not less than 60 days nor more than 90 days
prior to the date of the meeting, provided that at least 60 days' notice or
prior public disclosure of the date of the meeting is given or made to
stockholders. If less than 60 days' notice or prior public disclosure of the
date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be received by the Company not later than the
close of business on the tenth day following the date on which such notice of
the date of the meeting was mailed or such public disclosure was made. A
stockholder's notice of nomination must also set forth certain information
specified in Article II, Section 2.10 of the Company's bylaws concerning each
person the stockholder proposes to nominate for election and the nominating
stockholder.
The Board of Directors has appointed a standing Audit Committee which,
during the fiscal year ended December 31, 1997, conducted one meeting. The
members of the Audit Committee currently are Messrs. Savage and Magnuson. The
Audit Committee reviews the scope of the independent annual audit, the
independent public accountants' letter to the Board of Directors concerning
the effectiveness of the Company's internal financial and accounting controls
and the Board of Directors' response to that letter, if deemed necessary. The
Board of Directors also has appointed a standing Compensation Committee which
reviews executive compensation and makes recommendations to the full Board
regarding changes in compensation, and also administers the Company's stock
option plans. During the fiscal year ended December 31, 1997, the Compensation
Committee held six meetings. The members of the Compensation Committee
currently are Messrs. Savage and Magnuson.
During 1997, the Company's Board of Directors held six meetings. Each
incumbent director attended more than 75% of the aggregate of the total number
of meetings held by the Board of Directors and the total number of meetings
held by all committees of the Board on which he served during the period that
he served.
Director Compensation. The nonemployee members of the Company's Board of
Directors were compensated for their service on the Board in 1997 with a cash
stipend of $5,000, and were reimbursed for out-of-pocket and travel expenses
incurred in attending Board meetings. Beginning in 1998, each nonemployee
director will also receive an additional $1,000 for each Board meeting and
$500 for each Board Committee Meeting attended. In addition, under the
Company's 1995 Stock Option Plan for Nonemployee Directors, each person who
becomes a nonemployee director automatically receives an initial option to
purchase 20,000 shares of the Company's Common Stock at the time such person
is first elected to the Board of Directors. Each
3
nonemployee director automatically receives additional grants of options to
purchase 5,000 shares after each annual meeting of stockholders, provided the
nonemployee director continues to serve in that capacity. Options vest and
become exercisable on the date of grant.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
ELECTION OF ITS NOMINEES FOR DIRECTOR. If a quorum is present, the Company's
bylaws provide that directors are elected by a plurality of the votes cast by
the shares entitled to vote. Abstentions and broker non-votes are counted for
purposes of determining whether a quorum exists at the Annual Meeting, but are
not counted and have no effect on the determination of whether a plurality
exists with respect to a given nominee.
4
MANAGEMENT
EXECUTIVE OFFICERS
The following table sets forth certain information with respect to the
executive officers of the Company.
NAME AGE POSITION
---- --- --------
Gregory D. Applegate....... 37 Vice President of World Wide Sales
Michael F. Bosworth........ 50 President, Chief Executive Officer and Chairman
of the Board
P. David Bundy............. 43 Vice President of Finance, Secretary and Chief
Financial Officer
Stuart A. Harrington....... 37 Vice President
Philip J. Kilcoin.......... 41 Vice President of Product Operations
James M. Plymale........... 31 Vice President of Marketing
Graham K. Sheldon.......... 34 Vice President of Operations
Donald G. Tannenbaum....... 49 Vice President of Integration and Development
Michael U. Wimbrow......... 45 Vice President of Product Development
Information concerning the principal occupation of Mr. Bosworth is set forth
under the heading "Election of Directors." Information concerning the
principal occupation during at least the last five years of the executive
officers of the Company who are not also directors of the Company is set forth
below.
Gregory D. Applegate. Mr. Applegate has served as the Company's Vice
President of World Wide Sales since November 1996. Prior to that, he was the
Company's Director of Sales. Mr. Applegate joined the Company in October 1993.
Prior to joining the Company he spent four years as a Senior Sales
Representative with INTERSOLV, Inc.
P. David Bundy. Mr. Bundy has served as the Company's Vice President of
Finance, Secretary and Chief Financial Officer since November 1991. Mr. Bundy
served as Controller upon joining the Company in October 1989. Mr. Bundy also
earlier served as Controller of Cadic, Inc., and in various financial
capacities with Burroughs Corporation.
Stuart A. Harrington. Mr. Harrington has served as Vice President of the
Company since December 1995, and has served as President of OrCAD Japan K.K.
since December 1995. Mr. Harrington was a founder of Intelligent Systems,
Japan and served as its President from 1990 through November 1995.
Philip J. Kilcoin. Mr. Kilcoin has served as the Company's Vice President of
Product Operations since February 1998. From June 1997 through February 1998,
he served as the Company's Director of Product Marketing. Prior to joining the
Company, Mr. Kilcoin served as a Group Manager at Mentor Graphics Corporation
from 1994 through June 1997, and as a Product Marketing Manager at Mentor
Graphics Corporation from 1991 through 1994.
James M. Plymale. Mr. Plymale has served as the Company's Vice President of
Marketing since October 1995. From June 1993 through October 1995, he served
as the Company's Director of Product Marketing, and from March 1992 through
June 1993, he served as the Company's Product Marketing Manager. From 1990 to
March 1992, Mr. Plymale served in various capacities at Phase III Logic.
5
Graham K. Sheldon. Mr. Sheldon has served as the Company's Vice President of
Operations since February 1998. Prior to that, he was the Company's Director
of Operations from October 1991 through February 1998, and from October 1989
through October 1991, he served as the Company's Manager of MIS and
Operations.
Donald G. Tannenbaum. Mr. Tannenbaum has served as the Company's Vice
President of Integration and Development since September 1997. Prior to
joining the Company, he served as senior consultant and one of three
Principals of LionHeart Consulting, Inc. from 1987 to 1997. In this capacity,
Mr. Tannenbaum specialized in partnering and assisting emerging businesses to
develop through transitions and growth.
Michael U. Wimbrow. Mr. Wimbrow has served as Vice President of Product
Development of the Company since the Merger in January 1998. Prior to joining
the Company, Mr. Wimbrow served on MicroSim's Board of Directors from April
1993 through January 1998, and served as MicroSim's Vice President of Planning
and Product Support from June 1994 through January 1998. From 1987 to 1994,
Mr. Wimbrow served as a software developer with MicroSim.
6
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information concerning
compensation of the Company's Chief Executive Officer and each of the four
other most highly compensated executive officers of the Company (the "named
executive officers") for the fiscal years ending December 31, 1995, 1996 and
1997.
LONG-TERM
COMPENSATION
------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING
--------------------- STOCK
NAME AND PRINCIPAL OPTIONS ALL OTHER
POSITION YEAR SALARY BONUS GRANTED COMPENSATION
- ------------------ ---- -------- ------- ------------ ------------
Michael F. Bosworth..... 1997 $154,848 $63,173 25,000 $ 4,750(1)
President, Chief Execu- 1996 149,972 46,667 -- 5,806(1)
tive Officer and 1995 139,130 22,639 62,854 1,408(1)
Chairman of the Board
Gregory D. Applegate
(2).................... 1997 73,821 64,535(3) 15,000 4,212(1)
Vice President of World 1996 67,054 82,974(3) -- 3,126(1)
Wide Sales 1995 59,583 36,323(3) 11,428 1,025(1)
Gerald A. Fahrenkopf
(4).................... 1997 117,149 17,847 15,000 4,328(1)
Vice President of Re- 1996 114,972 21,593 -- 4,086(1)
search and Development 1995 114,540 13,584 8,571 1,119(1)
Stuart A. Harrington
(5).................... 1997 177,968 -- -- 27,695(6)
Vice President 1996 195,430 -- -- 21,721(6)
1995 16,286 -- -- --
James M. Plymale........ 1997 112,108 24,084 15,000 4,068(1)
Vice President of Mar-
keting 1996 104,972 17,065 -- 3,356(1)
1995 94,580 9,056 14,285 801(1)
- --------
(1) Represents matching contribution to 401(k) Plan on behalf of named
executive officer.
(2) Mr. Applegate became Vice President of World Wide Sales of the Company in
November 1996.
(3) Bonus amount for Mr. Applegate includes sales-based commissions of
$42,815, $39,644 and $35,621 in 1997, 1996 and 1995, respectively.
(4) Mr. Fahrenkopf's employment with the Company terminated on December 31,
1997.
(5) Mr. Harrington became a Vice President of the Company in December 1995.
(6) Represents rent allowance paid on behalf of named executive officer.
7
STOCK OPTIONS
The following table sets forth information concerning options granted to the
named executive officers during the year ended December 31, 1997 under the
Company's 1995 Stock Incentive Plan.
OPTION GRANTS IN LAST FISCAL YEAR
POTENTIAL
REALIZABLE VALUE
AT ASSUMED ANNUAL
PERCENT OF RATES OF STOCK
NUMBER OF TOTAL PRICE
SECURITIES OPTIONS EXERCISE APPRECIATION FOR
UNDERLYING GRANTED TO PRICE OPTION TERM (2)
OPTIONS EMPLOYEES PER EXPIRATION -----------------
NAME GRANTED(1) IN 1997 SHARE DATE 5% 10%
---- ---------- ---------- -------- ---------- -------- --------
Michael F. Bosworth..... 25,000 4.8% $7.38 2/03/07 $116,031 $294,045
Gregory D. Applegate.... 15,000 2.9 7.38 2/03/07 69,619 176,427
Gerald A. Fahrenkopf.... 15,000 2.9 7.38 2/03/07 69,619 176,427
Stuart A. Harrington.... -- -- -- -- -- --
James M. Plymale........ 15,000 2.9 $7.38 2/03/07 69,619 176,427
- --------
(1) Options granted in 1997 vest ratably over four years.
(2) The amounts shown are hypothetical gains based on the indicated assumed
rates of appreciation of the Common Stock compounded annually for a ten-
year period. Actual gains, if any, on stock option exercises are dependent
on the future performance of the Common Stock and overall stock market
conditions. There can be no assurance that the Common Stock will
appreciate at any particular rate or at all in future years.
OPTION EXERCISES AND HOLDINGS
The following table provides information, with respect to the named
executive officers, concerning the exercise of stock options during the year
ended December 31, 1997, and unexercised options held as of December 31, 1997.
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES OPTIONS AT OPTIONS AT
ACQUIRED DECEMBER 31, 1997 DECEMBER 31, 1997(2)
ON VALUE ------------------------- -------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- -------- ----------- ----------- ------------- ----------- -------------
Michael F. Bosworth..... -- -- 98,229 65,333 $633,439 $281,802
Gregory D. Applegate.... -- -- 11,690 19,109 50,674 50,647
Gerald A. Fahrenkopf.... 34,511 $250,331 1,018 -- 4,731 --
Stuart A. Harrington.... -- -- -- -- -- --
James M. Plymale........ 2,500 22,875 15,340 23,016 74,544 77,326
- --------
(1) The value realized is based on the difference between the market price at
the time of exercise of the options and the applicable exercise price.
(2) Represents the total gain which would be realized if all in-the-money
options held at December 31, 1997 were exercised, determined by
multiplying the number of shares underlying the options by the difference
between the per share option exercise price and the fair market value of
$8.23 per share at December 31, 1997. An option is in-the-money if the
fair market value of the underlying shares exceeds the exercise price of
the option.
SECTION 16(A) BENEFICIAL REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934
Act") requires the Company's directors and officers, and persons who own more
than ten percent (10%) of a registered class of the
8
Company's equity securities, to file initial reports of ownership and reports
of changes in ownership with the Securities and Exchange Commission. Such
persons also are required to furnish the Company with copies of all Section
16(a) reports they file.
Based solely on its review of the copies of such reports received by it with
respect to fiscal 1997, or written representations from certain reporting
persons, the Company believes that all filing requirements applicable to its
directors, officers and persons who own more than 10% of a registered class of
the Company's equity securities have been complied with for fiscal 1997.
CERTAIN TRANSACTIONS AND RELATIONSHIPS
The following is a description of certain transactions and relationships
entered into or existing since January 1, 1997 between the Company and certain
affiliated parties. The Company believes that the terms of such transactions
were no less favorable to the Company than could have been obtained from an
unaffiliated party.
Redwood Partners, LLC acted as the Company's financial advisor with respect
to the Merger and the Agreement and Plan of Merger dated as of October 13,
1997, by and among OrCAD, Inc., OCA Merger Corporation and MicroSim
Corporation, and provided the Company with a written opinion to the effect
that the terms of the acquisition are fair to the stockholders of the Company
from a financial point of view. Pursuant to an engagement letter with the
Company, Redwood Partners, LLC received a fee of $200,000 for its opinion and
certain services rendered in conjunction with the acquisition. The Company
also reimbursed Redwood Partners, LLC for its out-of-pocket expenses,
including reasonable fees and disbursements of counsel. The Company also
agreed to indemnify Redwood Partners, LLC and its affiliates, directors,
officers, partners, agents, and employees, and each person, if any,
controlling Redwood Partners, LLC or any of its affiliates against certain
liabilities, including certain liabilities under the federal securities laws,
relating to or arising out of its engagement. John C. Savage, a Principal of
Redwood Partners, LLC, serves as a member of the Company's Board of Directors
and has continued to so serve after consummation of the acquisition. As of
March 25, 1998, Mr. Savage owned options to acquire 10,000 shares of the
Company's Common Stock, and 23,524 shares of the Company's Common Stock. A
predecessor of Redwood Partners, LLC was the largest stockholder of the
Company until September 1996.
9
STOCK OWNED BY MANAGEMENT AND PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding the ownership
of the Common Stock as of March 25, 1998, with respect to: (i) each person
known by the Company to beneficially own more than 5% of the outstanding
shares of Common Stock, (ii) each of the Company's directors, (iii) each of
the Company's nominees for election as director, (iv) each of the Company's
named executive officers, and (v) all directors and executive officers as a
group.
SHARES OF COMMON
STOCK BENEFICIALLY PERCENT OF COMMON
NAME AND BUSINESS ADDRESS OWNED(1) STOCK OUTSTANDING
- ------------------------- ------------------ -----------------
Wolfram H. Blume.......................... 1,806,723 19.5%
c/o OrCAD, Inc.
16275 Laguna Canyon Drive
Irvine, CA 92618
Scudder Kemper Investments, Inc.(2)....... 505,100 5.5
345 Park Avenue
New York, NY 10154
President and Fellows of Harvard
College(3)............................... 459,200 5.0
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, MA 02210
Gregory D. Applegate...................... 16,289 *
Michael F. Bosworth....................... 179,491 1.9
Stephen W. Director....................... 21,729 *
Gerald A. Fahrenkopf...................... 17,751 *
Stuart A. Harrington...................... 106,617 1.2
Richard P. Magnuson....................... 31,076 *
James B. Moon............................. 30,000 *
James M. Plymale.......................... 19,320 *
John C. Savage............................ 33,524 *
Executive Officers and Directors as a
group (14 persons) ...................... 2,364,099 24.7
- --------
* less than one percent
(1) Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission, and includes voting power and
investment power with respect to shares. Shares issuable upon the exercise
of outstanding stock options that are currently exercisable or become
exercisable within 60 days from March 25, 1998 are considered outstanding
for the purpose of calculating the percentage of Common Stock owned by any
other person. The number of shares that are issuable upon the exercise of
options that are currently exercisable or exercisable within 60 days of
March 25, 1998, is as follows: Dr. Director -- 21,729; Mr. Savage --
10,000; Mr. Magnuson -- 20,516; Mr. Moon -- 30,000; Mr. Bosworth --
114,331; Mr. Plymale -- 19,320; Mr. Harrington -- 0; Mr. Blume -- 20,000;
and all directors and officers as a group-- 306,889. The table does not
include shares subject to options that will be granted to Messrs. Blume,
Director, Magnuson, Moon and Savage under the 1995 Stock Option Plan for
Nonemployee Directors immediately after the Annual Meeting.
(2) This information as to beneficial ownership is based on a Schedule 13G
filed by Scudder Kemper Investments, Inc. with the Securities and Exchange
Commission on February 12, 1998. The Schedule 13G states that, as of
December 31, 1997, Scudder Kemper Investments, Inc. had sole voting power
with respect to 296,200 shares of Common Stock, and sole dispositive power
with respect to 505,100 shares of Common Stock.
10
(3) This information as to beneficial ownership is based on a Schedule 13G/A
filed by the President and Fellows of Harvard College with the Securities
and Exchange Commission on February 13, 1998. The Schedule 13G/A states
that, as of December 31, 1997, the President and Fellows of Harvard
College had sole voting and dispositive power with respect to 459,200
shares of Common Stock.
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has appointed KPMG Peat Marwick LLP to act as
independent auditors for the Company for the fiscal year ending December 31,
1998, subject to ratification of such appointment by the Company's
stockholders.
Unless otherwise indicated, properly executed proxies will be voted in favor
of ratifying the appointment of KPMG Peat Marwick LLP to audit the books and
accounts of the Company for the fiscal year ending December 31, 1998. No
determination has been made as to what action the Board of Directors would
take if the stockholders do not ratify the appointment.
A representative of KPMG Peat Marwick LLP is expected to be present at the
Annual Meeting and will be given an opportunity to make a statement if he or
she desires to do so and will be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
DATE FOR SUBMISSION OF STOCKHOLDER PROPOSALS
Any stockholder proposal intended for inclusion in the proxy statement and
form of proxy relating to the Company's 1999 annual meeting of stockholders
must be received by the Company not later than December 8, 1998, pursuant to
the proxy soliciting regulations of the Securities and Exchange Commission. In
addition, the Company's Bylaws require that notice of stockholder proposals
and nominations for director be delivered to the Secretary of the Company not
less than 60 days nor more than 90 days prior to the date of an annual
meeting, unless notice or public disclosure of the date of the meeting occurs
less than 60 days prior to the date of such meeting, in which event,
stockholders may deliver such notice not later than the 10th day following the
day on which notice of the date of the meeting was mailed or public disclosure
thereof was made. Nothing in this paragraph shall be deemed to require the
Company to include in its proxy statement and form of proxy for such meeting
any stockholder proposal which does not meet the requirements of the
Securities and Exchange Commission in effect at the time.
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors does not know
of any other matters to be presented for action by the stockholders at the
1998 Annual Meeting. If, however, any other matters not now known are properly
brought before the meeting, the persons named in the accompanying proxy will
vote such proxy in accordance with the determination of a majority of the
Board of Directors.
11
COST OF SOLICITATION
The cost of soliciting proxies will be borne by the Company. In addition to
use of the mails, proxies may be solicited personally or by telephone by
directors, officers and employees of the Company, who will not be specially
compensated for such activities. Such solicitations may be made personally, or
by mail, facsimile, telephone, telegraph or messenger. The Company will also
request persons, firms and companies holding shares in their names or in the
name of their nominees, which are beneficially owned by others, to send proxy
materials to and obtain proxies from such beneficial owners. The Company will
reimburse such persons for their reasonable expenses incurred in that
connection.
ADDITIONAL INFORMATION
A copy of the Company's Annual Report to Stockholders for the fiscal year
ended December 31, 1997 accompanies this Proxy Statement. The Company is
required to file an Annual Report on Form 10-KSB for the year ended December
31, 1997 with the Securities and Exchange Commission. Stockholders may obtain
a copy of the Form 10-KSB (without exhibits) by writing to Secretary, OrCAD,
Inc., 9300 S.W. Nimbus Avenue, Beaverton, Oregon 97008.
By Order of the Board of Directors
/s/ Michael F. Bosworth
Michael F. Bosworth
President, Chief Executive Officer
and Chairman of the Board
Beaverton, Oregon
April 7, 1998
12
OrCAD, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of OrCAD, Inc., a Delaware corporation (the
"Company"), hereby appoints Michael F. Bosworth and P. David Bundy, or either of
them, with full power of substitution in each, as proxies to cast all votes
which the undersigned stockholder is entitled to cast at the 1998 Annual Meeting
of Stockholders (the "Annual Meeting") to be held at 1:30 p.m. local time, on
Friday, May 22, 1998 at the Crowne Plaza, 14811 Kruse Oaks Blvd., Lake Oswego,
Oregon 97035, and any adjournments or postponements thereof upon the matters
listed herein.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. UNLESS DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR PROPOSAL 1, FOR PROPOSAL 2 AND IN ACCORDANCE WITH THE
RECOMMENDATIONS OF A MAJORITY OF THE BOARD OF DIRECTORS AS TO OTHER MATTERS. The
undersigned hereby acknowledges receipt of the Company's Proxy Statement and
hereby revokes any proxy or proxies previously given.
(Continued, and to be signed and dated on reverse side)
. FOLD AND DETACH HERE .
Please mark
your votes [X]
as indicated
1. Election of six members to the Company's Board of Directors.
[ ] [ ]
FOR the nominees WITHHOLD AUTHORITY
listed below to vote for all
(except as indicated below) nominees listed below
Richard P. Magnuson (Term will expire in 1999)
James B. Moon (Term will expire in 1999)
John C. Savage (Term will expire in 2000)
Wolfram H. Blume (Term will expire in 2000)
Michael F. Bosworth (Term will expire in 2001)
Stephen W. Director (Term will expire in 2001)
Instruction: To withhold authority to vote for any nominee write that
nominee's name(s) in this space:
2. Ratification of appointment of auditors.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the meeting or any adjournments or
postponements thereof.
Please sign below exactly as your name appears
on this Proxy Card. If shares are registered
in more than one name, the signatures of all
such persons are required. A corporation
should sign in its full corporate name by a
duly authorized officer, stating his/her
title. Trustees, guardians, executors and
administrators should sign in their official
capacity, giving their full title as such. If
a partnership, please sign in the partnership
name by authorized person(s). If you receive
more than one Proxy Card, please sign and
return all such cards in the accompanying
envelope.
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Typed or Printed Name(s)
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Authorized Signature
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Title or Authority, if applicable
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Date
PLEASE SIGN, DATE AND RETURN THIS PROXY CARD TODAY, USING THE ENCLOSED ENVELOPE.
. FOLD AND DETACH HERE.