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 February 2, 1999 Date of Report (date of earliest event reported) SUMMIT DESIGN, INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) DELAWARE 000-20923 93-1137888 - -------------------------------------------------------------------------------- (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) 9305 S.W. GEMINI DRIVE BEAVERTON, OREGON 97008 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) Registrant's telephone number, including area code: (503) 643-9281 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On February 1, 1999, Summit Design, Inc. ("Summit"), Hood Acquisition Corp., a wholly-owned subsidiary of Summit ("Merger Sub"), and OrCAD, Inc. ("OrCAD") entered into a Termination Agreement and Release (the "Termination Agreement") which terminated the Agreement and Plan of Reorganization (the "Merger Agreement") entered into by and among Summit, Merger Sub, and OrCAD. A copy of the Termination Agreement is filed herewith as Exhibit 2.1 and is incorporated by reference herein. On February 2, 1999, Summit and OrCAD issued a press release announcing that they had mutually agreed to terminate the Merger Agreement. A copy of the press release is filed herewith as Exhibit 99.1 and incorporated by reference herein. On February 2, 1999, Summit issued a press release announcing the termination of the proposed acquisition of OrCAD, preliminary financial results and management changes. A copy of the press release is filed herewith as Exhibit 99.2 and incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 2.1 Termination Agreement and Release dated February 1, 1999 by and among Summit Design, Inc., Hood Acquisition Corp., a wholly-owned subsidiary of Summit Design, Inc., and OrCAD, Inc. 99.1 Press Release dated February 2, 1999. 99.2 Press Release dated February 2, 1999 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Summit Design, Inc. Dated: February 2, 1999 By: /s/ C. Albert Koob ----------------------------------- C. Albert Koob Chief Financial Officer INDEX TO EXHIBITS Exhibit Number Description of Document ------- ----------------------- 2.1 Termination Agreement and Release dated February 1, 1999 by and among Summit Design, Inc., Hood Acquisition Corp., a wholly-owned subsidiary of Summit Design, Inc., and OrCAD, Inc. 99.1 Press Release dated February 2, 1999. 99.2 Press Release dated February 2, 1999