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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): December 8, 1998
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 5. OTHER EVENTS.
On December 8, 1998, Cadence Design Systems, Inc. (the "Registrant") and
Quickturn Design Systems, Inc. ("Quickturn") entered into an Agreement and
Plan of Merger (the "Merger Agreement") under which the Registrant will
acquire Quickturn in a tax-free, stock-for-stock transaction with an
aggregate purchase price of approximately $253 million. Upon closing of the
merger, each stockholder of Quickturn will receive shares of common stock of
the Registrant with a value of $14 per share. In addition, Quickturn has
issued to the Registrant an option to purchase 19.9% of the outstanding
common stock of Quickturn for $14 per share, which will become exercisable
under certain conditions set forth in the Stock Option Agreement attached as
Exhibit 2.2 hereto. The Merger Agreement was approved unanimously by the
Boards of Directors of both parties thereto.
The merger will be accounted for as a pooling of interests. As a result
of the merger, Quickturn will be a wholly-owned subsidiary of the Registrant.
The merger is subject to certain conditions described in the Merger Agreement
attached hereto as Exhibit 2.1, including compliance with applicable
regulatory requirements and approval by Quickturn's stockholders. It is
expected to close in the first quarter of 1999.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of December 8,
1998, by and among the Registrant, CDSI Acquisition,
Inc. and Quickturn Design Systems, Inc. and all
Exhibits thereto.
2.2 Stock Option Agreement, dated as of December 8, 1998,
between the Registrant and Quickturn Design Systems,
Inc.
99.1 Press Release issued December 9, 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.
Dated as of December 9, 1998.
CADENCE DESIGN SYSTEMS, INC.
By: /s/ H. Raymond Bingham
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H. Raymond Bingham
Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DOCUMENT PAGE
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Exhibit 2.1 Agreement and Plan of Merger, dated as of December 8, 1998,
by and among the Registrant, CDSI Acquisition, Inc. and
Quickturn Design Systems, Inc. and Exhibits thereto.
Exhibit 2.2 Stock Option Agreement, dated as of December 8, 1998,
between the Registrant and Quickturn Design Systems, Inc.
Exhibit 99.1 Press Release issued December 9, 1998.