8-K/A 1 d8ka.txt FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 20, 2001 AUTODESK, INC. (Exact name of registrant as specified in its charter) Delaware 0-14338 94-2819853 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 111 McInnis Parkway, San Rafael, California 94903 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (415) 507-5000 N/A (Former name or former address, if changed since last report) 1 The undersigned Registrant hereby amends the following items of its Current Report on Form 8-K dated August 20, 2001 and filed with the Securities and Exchange Commission on August 31, 2001. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On August 20, 2001, Autodesk, Inc. (the "Registrant") acquired the remaining outstanding stock of Buzzsaw.com, Inc., a Delaware corporation, for $15.0 million in cash plus the assumption of liabilities. As of the date of the acquisition, the Registrant held a 40 percent interest in Buzzsaw.com, Inc. The total amount of liabilities assumed was $13.3 million. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. The following financial statements, pro forma financial information and exhibits are filed as part of this report: (a) Pursuant to Item 7(a)(4), the Registrant is filing the following financial statements of Buzzsaw.com, Inc., the business acquired: Audited Financial Statements (see Exhibit 99.1): Report of Independent Auditors Balance Sheets - As of December 31, 2000 and 1999 Statements of Operations - Year ended December 31, 2000 and Periods from inception (August 19, 1999) to December 31, 1999 and 2000 Statement of Redeemable Convertible Preferred Stock and Stockholders' Deficit - Year ended December 31, 2000 and Period from inception (August 19, 1999) to December 31, 1999. Statements of Cash Flows - Year ended December 31, 2000 and Periods from inception (August 19, 1999) to December 31, 1999 and 2000 Notes to Financial Statements Unaudited Interim Financial Statements Statements of Operations - Six Months ended June 30, 2001 and 2000 Balance Sheets - As of June 30, 2001 and 2000 Condensed Statements of Cash Flows - Six Months ended June 30, 2001 and 2000 Notes to Financial Statements (b) The Registrant is filing the following unaudited pro forma financial statements of Buzzsaw.com, Inc., the business acquired: Unaudited Pro Forma Condensed Combined Statements of Operations for the year ended January 31, 2001 with respect to the Registrant and for the year ended December 31, 2000 with respect to Buzzsaw.com, Inc. Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended July 31, 2001 with respect to the Registrant and for the six months ended June 30, 2001 with respect to Buzzsaw.com, Inc. Unaudited Pro Forma Condensed Combined Balance Sheet as of July 31, 2001 with respect to the Registrant and June 30, 2001 with respect to Buzzsaw.com, Inc. 2 Notes to Pro Forma Condensed Combined Financial Statements. The unaudited pro forma financial information is presented for illustrative purposes only. It is not necessarily indicative of the operating results or financial position that would have occurred if the acquisition had been consummated earlier, nor is it necessarily indicative of future operating results or financial position. (c) Exhibits 99.1 Audited Financial Statements of Buzzsaw.com, Inc. (a development stage company) as of December 31, 2000 and 1999, and for the year ended December 31, 2000 and the periods from inception (August 19, 1999) to December 31, 1999 and 2000 3 ITEM 7 (A) - UNAUDITED INTERIM FINANCIAL STATEMENTS BUZZSAW.COM, INC. (a development stage company) Statements of OPERATIONS (In thousands) (Unaudited)
Six months ended June 30, 2001 2000 ------------------------------------------------ Net revenues $ 4,404 $ 1,754 --------------------- --------------------- Costs and expenses: Cost of revenues 6,888 2,417 Marketing and sales 7,089 10,471 Research and development 5,319 6,368 General and administrative 2,332 5,375 Amortization of goodwill and purchased intangibles 315 156 Nonrecurring charges 8,935 1,100 --------------------- --------------------- 30,878 25,887 --------------------- --------------------- Loss from operations (26,474) (24,133) Interest and other income, net 126 1,030 --------------------- --------------------- Net loss (26,348) (23,103) Accretion attributable to preferred stock (3,562) (2,055) --------------------- --------------------- Net loss available to common shareholders $ (29,910) $ (25,158) ===================== =====================
See accompanying notes. 4 BUZZSAW.COM, INC. (a development stage company) BALANCE SHEETS (In thousands) (Unaudited)
As of June 30, 2001 2000 ------------------------------------------------- Current assets Cash and cash equivalents $ 3,971 $ 52,866 Accounts receivable, net 1,894 2,453 Prepaid expenses and other current assets 799 70 ---------------------- ---------------------- Total current assets 6,664 55,389 Computer equipment, furniture, and leasehold improvements, at cost: Computer equipment and furniture 15,492 7,065 Leasehold improvements 1,958 1,114 Less accumulated amortization (7,731) (1,293) ---------------------- ---------------------- Net computer equipment, furniture, and leasehold improvements 9,719 6,886 Purchased technologies and capitalized software, net 4,939 3,126 Goodwill, net 797 975 Other assets 730 698 ---------------------- ---------------------- $ 22,849 $ 67,074 ====================== ====================== Current liabilities: Accounts payable $ 1,855 $ 2,370 Accrued compensation 721 351 Deferred revenues 2,989 -- Other accrued liabilities 1,312 1,621 Capital lease obligations 2,205 -- ---------------------- ---------------------- Total current liabilities 9,082 4,342 Capital lease obligations 1,088 -- Commitments and contingencies Redeemable convertible preferred stock 102,127 92,929 Stockholders' deficit: Common stock and additional paid-in capital 1,414 264 Deficit accumulated during the development stage (90,862) (30,461) ---------------------- ---------------------- Total stockholders' deficit (89,448) (30,197) ---------------------- ---------------------- $ 22,849 $ 67,074 ====================== ======================
See accompanying notes. 5 BUZZSAW.COM, INC. (a development stage company) CONDENSED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited)
For the six months ended June 30, 2001 2000 ---------------------------------------- Operating activities Net loss $ (26,348) $ (23,103) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 4,745 1,424 Purchased in-process research and development -- 1,100 Changes in operating assets and liabilities (394) (1,238) Other 231 (689) -------------------- ---------------- Net cash used by operations (21,766) (22,506) -------------------- ---------------- Investing activities Net maturities of marketable securities 5,943 -- Software development costs (1,178) (1,574) Purchase of property and equipment (410) (7,785) Business combination, net of cash acquired -- (3,917) -------------------- ---------------- Net cash provided (used) by investing activities 4,355 (13,276) -------------------- ---------------- Financing activities Proceeds from the issuance of common stock 71 21 Proceeds from the issuance of redeemable convertible preferred stock, net -- 75,142 Repayment of capital leases (1,089) -- -------------------- ---------------- Net cash (used) provided by financing activities (1,018) 75,163 -------------------- ---------------- Net (decrease) increase in cash and cash equivalents (18,429) 39,381 Cash and cash equivalents at the beginning of period 22,400 13,485 -------------------- ---------------- Cash and cash equivalents at the end of period $ 3,971 $ 52,866 ==================== ================ Supplemental schedule of noncash investing and financing activities Issuance of common stock in connection with PageMasters, Inc. acquisition $ -- $ 484 ==================== ================ Notes receivable received from stockholders in exchange for issuance of $ -- $ 162 common stock ==================== ================ Issuance of warrant to purchase common stock in exchange for software $ -- $ 143 ==================== ================ Supplemental disclosures of cash flow information Cash paid during the period for interest $ 320 $ -- ==================== ================
See accompanying notes. 6 BUZZSAW.COM, INC. (a development stage company) NOTES TO FINANCIAL STATEMENTS 1. Basis of Presentation The accompanying financial statements reflect all the adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the interim periods. These statements should be read in conjunction with the consolidated financial statements and notes in Buzzsaw.com, Inc.'s financial statements for the year ended December 31, 2000 and the periods from inception (August 19, 1999) to December 31, 1999 and 2000. The results for the six months ended June 30, 2001 are not necessarily indicative of the results for the entire fiscal year ended December 31, 2001, in part due to the subsequent event discussed below. 2. Nonrecurring charges During the six months ended June 30, 2001, Buzzsaw.com recorded nonrecurring charges totaling $8.9 million, which resulted from additional purchase consideration paid to the shareholders of PageMasters, Inc. ($7.4 million) and a corporate restructuring which resulted from Buzzsaw.com's efforts to reduce operating expenditures ($1.5 million). Of the $1.5 million of corporate restructuring costs, $0.4 million related to termination and other employee costs associated with the elimination of 83 positions and $1.1 million related to office closure costs. Employee termination costs included wage continuation and medical and other benefits. Office closure costs included losses on operating lease payments and the write-off of leasehold improvements and equipment. Through June 30, 2001, Buzzsaw.com paid $0.8 million of the corporate restructuring charges. As a result, at June 30, 2001, the remaining liability related to the corporate restructuring charges was $0.7 million. On March 27, 2000 Buzzsaw.com acquired the assets of PageMasters, Inc., a privately held company. Of the purchase price totaling $4.9 million, $1.1 million was allocated to in-process research and development. For further discussion of the PageMasters, Inc. acquisition, see the Audited Financial Statements of Buzzsaw.com, Inc. (a development stage company) as of December 31, 2000 and 1999, and for the year ended December 31, 2000 and the periods from the inception (August 19, 1999) to December 31, 1999 and 2000, included as Exhibit 99.1 to this Form 8K/A. 3. Subsequent Event On August 20, 2001, Autodesk, Inc. (the "Registrant") acquired the remaining outstanding stock of Buzzsaw.com, Inc., a Delaware corporation, for $15.0 million in cash plus the assumption of $13.3 million of liabilities. As of the date of the acquisition, the Registrant held a 40 percent interest in Buzzsaw.com, Inc. 7 ITEM 7 (B) - PRO FORMA FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial statements of Autodesk, Inc. ("Autodesk") have been prepared to give effect to the acquisition of Buzzsaw.com, Inc. ("Buzzsaw") using the purchase method of accounting. The historical financial information has been derived from the historical financial statements of Autodesk and Buzzsaw and should be read in conjunction with the financial statements and the related notes for Buzzsaw which are included in Exhibit 99.1 of this Form 8-K filing. The unaudited pro forma condensed combined balance sheet assumes the merger took place as of July 31, 2001 and allocates the total purchase cost of the fair values of the assets and liabilities of Buzzsaw based on a preliminary valuation. The unaudited pro forma condensed combined statements of operations assume that the acquisition took place as of the beginning of each of the periods presented and combine Autodesk's unaudited condensed statement of income for the six months ended July 31, 2001 and the historical consolidated statement of income for the year ended January 31, 2001 and Buzzsaw's unaudited condensed statement of operations for the six months ended June 30, 2001 and the historical condensed statement of operations for the year ended December 31, 2000, respectively. The total estimated purchase cost of Buzzsaw has been allocated on a preliminary basis to assets and liabilities based on management's estimates of their fair value. This allocation resulted in negative goodwill which was applied proportionately to reduce the carrying values of Buzzsaw's long-lived assets to zero. The unaudited pro forma financial information is presented for illustrative purposes only. It is not necessarily indicative of the operating results or financial position that would have occurred if the acquisition had been consummated as of the dates indicated, nor is it necessarily indicative of future operating results or financial position. 8 AUTODESK, INC. PROFORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS REFLECTING THE ACQUISITION OF BUZZSAW.COM, INC. (In thousands, except per share data) (Unaudited)
Autodesk Buzzsaw.com Pro Forma Total Pro Year ended Year ended Adjustments Forma January 31, December 31, 2001 2000 ---------------------------------------------------------------------------------- Net revenues $ 936,324 $ 5,354 $ -- $ 941,678 ------------------ ---------------- ---------------- ---------------- Costs and expenses: Cost of revenues 150,198 14,289 (5,109) A 159,378 Marketing and sales 317,806 20,963 -- 338,769 Research and development 170,487 12,641 -- 183,128 General and administrative 132,524 6,790 -- 139,314 Amortization of goodwill and 26,529 469 (469) A 26,529 purchased intangibles Nonrecurring (credits) charges (1,234) 1,100 -- (134) ------------------ ---------------- ---------------- ---------------- 796,310 56,252 (5,578) 846,984 ------------------ ---------------- ---------------- ---------------- Income (loss) from operations 140,014 (50,898) 5,578 94,694 Interest and other income, net 21,048 2,158 -- 23,206 ------------------ ---------------- ---------------- ---------------- Income (loss) before income taxes 161,062 (48,740) 5,578 117,900 Provision for income taxes (51,540) -- 19,496 B (32,044) Equity in net loss of affiliate (16,289) -- 16,289 C -- ------------------ ---------------- ---------------- ---------------- Net income (loss) $ 93,233 $ (48,740) $ 41,363 $ 85,856 ================== ================ ================ ================ Basic net income per share $ 1.63 $ 1.50 ================== ================ Diluted net income per share $ 1.59 $ 1.47 ================== ================ Shares used in computing basic net income per share 57,188 57,188 ================== ================ Shares used in computing diluted net income per share 58,514 58,514 ================== ================
See accompanying notes. 9 AUTODESK, INC. PROFORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS REFLECTING THE ACQUISITION OF BUZZSAW.COM, INC. (In thousands, except per share data) (Unaudited)
Autodesk Buzzsaw.com Pro Forma Total Pro Six months ended Six months Adjustments Forma July 31, ended 2001 June 30, 2001 --------------------------------------------------------------------------------- Net revenues $ 477,100 $ 4,404 $ -- $ 481,504 ------------------ ---------------- ---------------- ---------------- Costs and expenses: Cost of revenues 71,918 6,888 (4,430) A 74,376 Marketing and sales 173,557 7,089 -- 180,646 Research and development 89,742 5,319 -- 95,061 General and administrative 65,639 2,332 -- 67,971 Amortization of goodwill and 10,481 315 (315) A 10,481 purchased intangibles Nonrecurring charges 9,774 8,935 -- 18,709 ------------------ ---------------- ---------------- ---------------- 421,111 30,878 (4,745) 447,244 ------------------ ---------------- ---------------- ---------------- Income (loss) from operations 55,989 (26,474) 4,745 34,260 Interest and other income, net 12,988 126 -- 13,114 ------------------ ---------------- ---------------- ---------------- Income (loss) before income taxes 68,977 (26,348) 4,745 47,374 Provision for income taxes (20,693) -- 10,539 B (10,154) Equity in net loss of affiliate (1,211) -- 1,211 C -- ------------------ ---------------- ---------------- ---------------- Net income (loss) $ 47,073 $ (26,348) $ 16,495 $ 37,220 ================== ================ ================ ================ Basic net income per share $ 0.87 $ 0.69 ================== ================ Diluted net income per share $ 0.85 $ 0.67 ================== ================ Shares used in computing basic net income per share 53,885 53,885 ================== ================ Shares used in computing diluted net income per share 55,558 55,558 ================== ================
See accompanying notes. 10 AUTODESK, INC. PRO FORMA CONDENSED COMBINED BALANCE SHEETS REFLECTING THE ACQUISITION OF BUZZSAW.COM, INC. (In thousands) (Unaudited)
Autodesk Buzzsaw.com Pro Forma Total Pro July 31, 2001 June 30, 2001 Adjustments Forma ----------------------------------------------------------------------------------- Current assets Cash and cash equivalents $ 119,028 $ 3,971 $ (15,000) D $ 107,999 Marketable securities 155,771 -- -- 155,771 Accounts receivable, net 159,367 1,894 -- 161,261 Inventories 20,567 -- -- 20,567 Deferred income taxes 29,134 -- -- 29,134 Prepaid expenses and other current 35,835 799 -- 36,634 assets ------------------- ----------------- ----------------- ------------------ Total current assets 519,702 6,664 (15,000) 511,366 Marketable securities 157,904 -- -- 157,904 Computer equipment, furniture, and 66,458 9,719 (9,719) E 66,458 leasehold improvements, net Purchased technologies and capitalized 14,410 4,939 (4,939) E 14,410 software, net Goodwill, net 44,743 797 (797) I 44,743 Deferred income taxes 19,334 -- 19,446 F 38,780 Other assets 7,865 730 (4,000) G 4,595 ------------------- ----------------- ----------------- ------------------ $ 830,416 $ 22,849 $ (15,009) $ 838,256 =================== ================= ================= ================== Current liabilities: Accounts payable $ 54,241 $ 1,855 $ 200 H $ 56,296 Accrued compensation 48,983 721 -- 49,704 Accrued income taxes 103,626 -- -- 103,626 Deferred revenues 59,000 2,989 (233) I 61,756 Other accrued liabilities 92,964 3,517 2,500 I 98,981 ------------------- ----------------- ----------------- ------------------ Total current liabilities 358,814 9,082 2,467 370,363 Other liabilities 667 1,088 -- 1,755 Commitments and contingencies Minority interest 11,549 -- -- 11,549 Redeemable convertible preferred stock -- 102,127 (102,127) J -- Total stockholders' equity (deficit) 459,386 (89,448) 84,651 K 454,589 ------------------- ----------------- ----------------- ------------------ $ 830,416 $ 22,849 $ (15,009) $ 838,256 =================== ================= ================= ==================
See accompanying notes. 11 AUTODESK, INC. NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS 1. Principles of Presentation On August 20, 2001, Autodesk, Inc. acquired the remaining outstanding stock of Buzzsaw.com, Inc., a Delaware corporation, for $15.0 million in cash plus the assumption of $13.3 million of liabilities. As of the date of the acquisition, Autodesk held a 40 percent interest in Buzzsaw.com, Inc. The preliminary allocation of the purchase price resulted in negative goodwill of approximately $11.0 million as of August 20, 2001. In accordance with Statement of Financial Accounting Standards No. 141, "Business Combinations," the carrying values of Buzzsaw.com's long-lived assets were reduced proportionately to the extent of the negative goodwill balance. These adjustments were reflected in the Pro Forma Adjustments column of the accompanying pro forma statements. However, the pro forma adjustments were based on a higher negative goodwill balance as a result of using Buzzsaw.com's June 30, 2001 balance sheet. The pro forma balance sheet assumes the merger took place as of July 31, 2001 and allocates the total purchase cost of the fair values of the assets and liabilities of Buzzsaw.com based on a preliminary valuation. The pro forma statements of operations assume that the acquisition took place as of the beginning of each of the periods presented and combine Autodesk's unaudited condensed statement of income for the six months ended July 31, 2001 and the historical consolidated statement of income for the year ended January 31, 2001 and Buzzsaw.com's unaudited condensed statement of operations for the six months ended June 30, 2001 and the historical condensed statement of operations for the year ended December 31, 2000, respectively. Due to the different fiscal year ends, Buzzsaw.com's July 2001 results of operations were excluded from the accompanying pro forma statements. Buzzsaw.com's actual results for the month of July 2001, were as follows: Month ended July 31, 2001 ------------------------- Net revenues $ 604 Net loss 4,374 This financial information is presented for illustrative purposes only. It is not necessarily indicative of the operating results or financial position that would have occurred if the acquisition had been consummated as of the dates described above, nor is it necessarily indicative of Autodesk's consolidated future operating results or financial position. No attempt has been made to quantify in the pro forma statements the incremental net revenue and reduced costs and expenses that may result from the business combination. 2. Adjustments to the Pro Forma Statements of Operations The following adjustments are incorporated in the pro forma statements of operations: A Adjust depreciation and amortization to reflect revised carrying values of fixed assets and purchased intangibles, resulting from the allocation of negative goodwill. B Adjust the income tax provision to consider the deductibility of Buzzsaw.com's losses when combined with Autodesk's pre-tax income. C Reverse equity in net loss of affiliate, which represents Autodesk's proportionate share of Buzzsaw.com's losses. 12 AUTODESK, INC. NOTES TO PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS - (CONTINUED) 3. Adjustments to the Pro Forma Balance Sheets The following adjustments are incorporated in the pro forma balance sheets: D To reflect the cash consideration paid for the acquisition. E To reflect the allocation of the purchase price consideration and the allocation of negative goodwill resulting from the fair value of Buzzsaw.com's net assets exceeding the total purchase consideration. F To reflect the deferred tax asset generated from the expected future utilization of Buzzsaw.com's net operating losses that Autodesk expects to realize and to reflect the tax effect of the temporary differences resulting from the allocation of purchase price. G To reflect the reversal of Buzzsaw.com losses that Autodesk recognized in excess of its initial investment in Buzzsaw.com since the formation of Buzzsaw.com in August 1999. H To reflect direct transaction costs which have been included as part of the purchase consideration. I To reflect the fair value adjustments resulting from the allocation of the purchase price consideration. J To reflect the elimination of redeemable convertible preferred stock. K To reflect the elimination of Buzzsaw.com's stockholders' deficit and the reversal of Buzzsaw.com losses that Autodesk recognized in excess of its initial investment in Buzzsaw.com since the formation of Buzzsaw.com in August 1999 and the goodwill existing on Buzzsaw.com's balance sheet at the acquisition date. 4. Recent Events In an effort to reduce operating costs and expenses, Buzzsaw.com eliminated 141 positions (55% of its workforce) between January 1, 2001 and August 20, 2001. Of the total number of positions eliminated, 58 were eliminated in August 2001. Additionally, Autodesk recently decided to close Buzzsaw.com's headquarters office in San Francisco, California, and move the Buzzsaw.com employees to a new Autodesk office location, which is also in San Francisco. As a result of these recent events, Autodesk believes that Buzzsaw.com's future on-going operating losses will be significantly less than what Buzzsaw.com historically incurred. As such, management does not believe that the accompanying pro forma financial information is indicative of Autodesk's future combined operating results or financial position. 13 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. AUTODESK, INC. (Registrant) Dated: October 15, 2001 /S/ STEVE CAKEBREAD ------------------- Steve Cakebread Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 14