UNITED STATES
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
Date of Report (Date of earliest event reported): October 25, 2005
HPL TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
000-32967
(Commission File Number)
Delaware 77-0550714
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
2033 Gateway Place, Suite 400
San Jose, California 95110
(Address of principal executive offices, with zip code)
(408) 437-1466
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 2.06 Material Impairment.
On October 3, 2005, HPL Technologies, Inc., a Delaware corporation ("HPL"
or the "Company"), announced that it had entered into an Agreement of Merger,
dated as of October 2, 2005 (the "Merger Agreement") with Synopsys, Inc. a
Delaware corporation ("Synopsys"), and Snap Acquisition, Inc., a Delaware
corporation and wholly-owned subsidiary of Synopsys ("Merger Sub"), providing
for the merger of Merger Sub with and into HPL (the "Merger"), with HPL
surviving the Merger as a wholly-owned subsidiary of Synopsys.
At the effective time of the Merger, each share of HPL common stock issued
and outstanding (other than shares held by Synopsys or stockholders who have
perfected their appraisal rights) will be automatically converted into the right
to receive $0.30 in cash, without interest (or approximately $13 million in the
aggregate). Prior to the effective time of the Merger, HPL will cause all
outstanding options to be accelerated and converted into the right to receive
cash in the amount equal to the excess, if any, of (i) $0.30 over (ii) the
exercise price payable in respect of the shares subject to such option. The
transaction is subject to approval by HPL stockholders and customary closing
conditions.
Based on the terms of the proposed Merger, the Company has determined that
the goodwill of $27.7 million recorded on the books of the Company at June 30,
2005 is impaired and will be written down during the quarter ended September 30,
2005. While the Company is currently in the process of deteriming the extent of
the impairment charge which will be recorded, the Company expects that the
charge will exceed $20 million. This impairment charge will have no impact on
future cash expenditures by the Company.
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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.
HPL TECHNOLOGIES, INC.
Date: October 25, 2005 By: /s/ Michael P. Scarpelli
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Michael P. Scarpelli
Chief Financial Officer
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