8-K

 
                      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    August 22, 1996


                               -----------------


                              META-SOFTWARE, INC.


            (Exact name of registrant as specified in its charter)

                                    0-27040
                           (Commission File Number)

       California                            94-2654873
       (State or other jurisdiction of      (I.R.S. Employer Identification No.)
        incorporation or organization)


                             1300 White Oaks Road
                            Campbell, CA 95008-6758
            (Address of principal executive offices, with zip code)


                                (408) 369-5400

 
Item 5.   Other Events

       On August 22, 1996, Meta-Software, Inc., a California corporation (the
"Company") announced the signing of an Agreement and Plan of Reorganization
whereby the Company would be acquired by Avant! Corporation.  Further details
regarding this announcement are contained in the Company's press release dated
August 22, 1996 attached as an exhibit hereto and incorporated by reference
herein.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

       (c)  Exhibits.

       Exhibit 99   Meta-Software, Inc. Press Release dated August 22, 1996.

 
                                   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 thereunto duly authorized.


                                 META-SOFTWARE, INC.


Date:  September 13, 1996  By:   /s/ WILLIAM C. SMITH
                                ---------------------
                                 William C. Smith
                                 Chief Financial Officer
                                 (Duly Authorized and Principal Financial and
                                 Accounting Officer)

 
                              META-SOFTWARE, INC.

                              INDEX TO EXHIBITS



 
 
 Exhibit Number               Description              Sequential Page Number
- ----------------  -----------------------------------  ----------------------
 
                                                 
99                Press Release dated August 22, 1996
 

EX-99

 
FOR IMMEDIATE RELEASE                                                 Exhibit 99

Contact:
Lois DuBois                                                         Vic Kulkarni
Avant! Corporation                                                 Meta-Software
(408)738-8881 or (408) 523-8857                  (408) 369-5400 or (408)369-5484


                    Avant! and Meta-Software Agree to Merge

SUNNYVALE, Calif.- Aug. 22, 1996--Avant! Corp.(NASDAQ:AVNT) and Meta-Software
Inc. (NASDAQ:MESW) today announced the signing of a definitive agreement to
merge. Gerald C. Hsu will remain as Avant! chairman, president, and CEO; Shawn
M. Hailey, Meta-Software's founder, chairman, president, and CEO will join the
Avant! board of directors.

     The merger agreement provides that Avant! will issue a maximum of 5,079,365
shares of Avant! common stock in exchange for all outstanding Meta-Software
equity.  The proposed merger transaction will be accounted for as a pooling of
interests and is expected to close in the fourth quarter of 1996. The merger is
expected to be accretive for Avant! shareholders. The closing of the merger is
subject to regulatory and stockholder approval, the availability of  pooling-of-
interests accounting treatment, and other customary closing conditions.

     "Meta-Software brings tremendous business value to Avant!," said Gerald C.
Hsu, "with its strong revenue stream from HSPICE - the best of the SPICE breed
of analog/mixed-signal simulators - the Meta-Labs characterization services, and
MASTER Toolbox cell library  program."  Meta-Software has an installed base of
more than 1,500 customers worldwide.

     "The combination of Avant!'s leadership in deep submicron ICDA,

 
Meta-Software's large customer base in SPICE circuit simulation and analysis,
and Anagram's momentum in fast high-capacity circuit simulation gives us in
impressive combination in physical design and analysis," added Hsu. "With this
merger, Avant! now has three  major focused business areas: place and route,
verification, and circuit simulation and analysis."
 
     "Avant! has been growing over the years by developing core technology
internally as well as merging with the best technology companies, beginning with
ArcSys and ISS, Anagram, and now  Meta-Software.  Our technology and products
include IC place and  route, RC extraction, circuit simulation, timing and power
analysis, and physical verification."

     "We expect that the combined product offerings of Avant!, Anagram, and
Meta-Software will be extremely attractive to the deep submicron market's needs
for circuit simulation, timing, power, and noise analysis," said Shawn Hailey.

     Avant! is the technology leader in physical design software for deep
submicron high-performance integrated circuits (ICs), and Meta-Software is the
leader in deep submicron IC simulation and  device modeling. Avant! Last week
announced its intention to merge with Anagram Inc., a privately held company
also specializing in circuit simulation and analysis technology.

About Meta-Software

     Meta-Software, founded in 1980, delivers circuit and timing simulation
tools and IC library generation products that address IC design challenges in
deep submicron semiconductor process technologies. Meta-Software's HSPICE is
used as a sign-off simulator by designers in 46 of 50 U.S. semiconductor
companies.

 
     The company's MASTER Toolbox/(TM)/ cell characterization program  automates
the generation of accurate synthesis and logic libraries. MetaCircuit/(TM)/ is a
high-performance timing simulator, that provides designers with the ability to
rapidly simulate in excess of one million transistors with extremely accurate
results. Meta-Labs/(TM)/ services generate process libraries by characterizing
the behavior of silicon fabricated using a particular foundry process.
MetaManager/(TM)/is a powerful circuit design and simulation  control
environment. The company is headquartered in Campbell, Calif., and employs about
120 people. Telephone: 408/369-5400, fax: 408/371-5638. Website: www.metasw.com.



About Avant!

     Avant! Corp. develops, markets, and supports integrated circuit design
automation (ICDA) software for deep submicron ICs, microprocessors,
microcontrollers, application-specific standard products (ASSPs) and complex
application-specific integrated circuits (ASICs). The company's products are
used for the design and production of high-performance ICs at more than 160
customer sites around the world. Company headquarters are in Sunnyvale, Calif.;
telephone: 408/738-8881, fax: 408/738-8508, Web site: www.avanticorp.com.

This press release contains certain forward-looking statements, including
without limitation statements relating to the business, prospects and results
of operations of the combined company intended to be formed by the

 
Avant!-Meta-Software merger. These forward-looking statements involve risks and
uncertainties, including without limitation that the merger may not be
consummated; that the combined company will not successfully integrate
products, technologies and personnel; that product overlap may occur; that
litigation and other contingencies may adversely affect the combined company;
and other risks and uncertainties indicated from time to time in Avant!'s and
Meta's filings with the Securities and Exchange Commission.

                                     -end-