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): March 9, 1998
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 5. OTHER EVENTS.
EXECUTION OF DEFINITIVE AGREEMENT TO ACQUIRE MGI SOFTWARE CORP.
On March 9, 1998, Discreet Logic Inc. (the "Company") entered into a
definitive agreement to acquire MGI Software Corp. ("MGI") in a proposed
arrangement transaction (the "Arrangement") and issued a press release
announcing the agreement. A copy of the definitive agreement is attached as
Exhibit 2.1 to this Current Report on Form 8-K.
On or about April 20, 1998 MGI commenced a mailing to its stockholders of a
Notice of Special Meeting of Shareholders, Notice of Application and Management
Information Circular dated April 15, 1998 (the "Circular") relating to the
Arrangement. A copy of the Circular is attached as Exhibit 99.1 to this Current
Report on Form 8-K.
The following unaudited pro forma combined condensed financial statements
relating to the Arrangement (presented according to generally accepted
accounting principles in effect in the United States) are attached as
Exhibit 99.2 to this Current Report on Form 8-K:
1. Unaudited Pro Forma Combined Condensed Balance Sheet as at December
31, 1997 for Discreet and January 31, 1998 for MGI; and
2. Unaudited Pro Forma Combined Condensed Statements of Operations for
the Six-Month Period Ended December 31, 1997 for Discreet and the Six-Month
Period ended January 31, 1998 for MGI.
Certain financial statements of MGI, presented according to generally
accepted accounting principles in effect in the United States, are attached as
Exhibit 99.3 to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Exhibit
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2.1 Arrangement Agreement by and among
Discreet Logic Inc., MGI Software Corp.,
and 1284517 Ontario Inc. Dated as of
March 9, 1998.
99.1 Notice of Special Meeting of
Shareholders of MGI Software Corp.,
Notice of Application and Management
Information Circular Concerning an
Arrangement Involving MGI Software
Corp. and Discreet Logic Inc.
99.2 Unaudited Pro Forma Combined Condensed
Financial Statements As At December 31,
1997.
99.3 Audited MGI Software Corp. Financial Statements
as at January 31, 1998.
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.
April 28, 1998
By: /s/ Francois Plamondon
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Francois Plamondon
Senior Vice President,
Chief Financial Officer, Treasurer
and Secretary
EXHIBIT INDEX
Exhibit No. Exhibit
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2.1 Arrangement Agreement by and among
Discreet Logic Inc., MGI Software Corp.,
and 1284517 Ontario Inc. Dated as of
March 9, 1998.
99.1 Notice of Special Meeting of
Shareholders of MGI Software Corp.,
Notice of Application and Management
Information Circular Concerning an
Arrangement Involving MGI Software
Corp. and Discreet Logic Inc.
99.2 Unaudited Pro Forma Combined Condensed
Financial Statements As At December 31,
1997.
99.3 Audited MGI Software Corp. Financial Statements
as at January 31, 1998.