-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nunra5vDG3KH0168yrldDSBE6wDFIt0+kRkWSPs+Uv4HoyMZjYbDMGT9aR7JA4Xe bjy6Ptd2dGAxJzj41A5hxw== 0001012870-99-000659.txt : 19990302 0001012870-99-000659.hdr.sgml : 19990302 ACCESSION NUMBER: 0001012870-99-000659 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990224 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTODESK INC CENTRAL INDEX KEY: 0000769397 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942819853 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-14338 FILM NUMBER: 99553023 BUSINESS ADDRESS: STREET 1: 111 MCINNIS PKWY CITY: SAN RAFAEL STATE: CA ZIP: 94903 BUSINESS PHONE: 4155075000 MAIL ADDRESS: STREET 1: 111 MCINNIS PKWY CITY: SAN RAFAEL STATE: CA ZIP: 94903 8-K 1 FORM 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 (Date of earliest event reported): February 24, 1999 ------------------------------ 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 -------------- ________________________________________________________________________________ (Former name or former address, if changed since last report) Item 5. Other Events. On January 18, 1999, the Registrant, Autodesk Development B.V. ("Dutchco"), 9066-9771 Quebec Inc., Autodesk Canada Inc., 9066-9854 Quebec Inc. and Discreet Logic Inc. ("Discreet") entered into Amendment No. 2 to the Second Amended and Restated Agreement and Plan of Acquisition and Amalgamation (the "Second Amendment"). The Second Amendment further amends the original acquisition agreement entered into by and among the parties on August 20, 1998, as subsequently amended and restated on September 23, 1998, as subsequently amended and restated on November 18, 1998, and as subsequently amended on December 18, 1998 (the "Original Agreeement"). Pursuant to the Second Amendment, among other things, Dutchco, an indirect wholly owned subsidiary of the Registrant, ultimately will exchange 0.33 shares of the Registrant's common stock, par value $0.01 per share ("Autodesk Common Stock"), for each outstanding common share of Discreet, no par value per share (each a "Discreet Common Share"), which reduces the previously announced exchange ratio of 0.48 shares of Autodesk Common Stock for each Discreet Common Share. In addition, the Second Amendment provides for the extension of certain dates under the Original Agreement. The acquisition by the Registrant of Discreet is expected to be accounted for as a pooling-of-interests and its consummation is subject to a number of conditions specified in the Original Agreement, as amended, including approval of the Registrant's stockholders and Discreet's shareholders. The Second Amendment and the Registrant's press release announcing the Second Amendment are filed as exhibits to this Report. -2- Item 7. Financial Statements and Exhibits. (a) Financial statements of businesses acquired. Not applicable. ------------------------------------------- (b) Pro forma financial information. Not applicable. ------------------------------- (c) Exhibits. -------- 99.1 Press release of the Registrant dated February 24, 1999. -3- 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: February 26, 1999 AUTODESK, INC. /s/ Steve Cakebread ---------------------- Steve Cakebread Vice President and Chief Financial Officer (Principal Financial Officer) -4- INDEX TO EXHIBITS Exhibit Number Description of Document ------ ----------------------- 99.1 Press release of the Registrant dated February 24, 1999. EX-99.1 2 PRESS RELEASE DATED 2/24/99 EXHIBIT 99.1 FOR RELEASE 1:15 PST Contacts: - --------- Christine Tsingos, Autodesk, Inc. at (415) 507-6704 Misty Ohmart, Autodesk, Inc. at (415) 507-6208 AUTODESK REPORTS RECORD FOURTH QUARTER AND YEAR-END REVENUES SAN RAFAEL, CA. - February 24, 1999 -- Autodesk, Inc. today announced financial results for its fourth quarter and fiscal year ended January 31, 1999. For the fourth quarter of fiscal year 1999, Autodesk reported record net revenue of $189.1 million versus $181.8 million for the same quarter a year ago. Net revenue for fiscal year 1999 also hit a record at $740.2 million, an increase of 20 percent over the revenue last year. For the fourth quarter of fiscal 1999 net income was $25.1 million, or $0.50 per share on a diluted basis, including the impact of the revaluation of in-process research and development charges from the acquisitions of Softdesk and Genius, and the incremental amortization of the associated goodwill and intangible assets. Excluding these costs, net income for the fourth quarter of fiscal year 1999 was $26.7 million, or diluted earnings per share of $0.54. Net income for fiscal year 1999 was $90.6 million, and resulted in $1.85 per share on a diluted basis, including non-recurring charges as well as incremental amortization of goodwill and intangible assets from prior acquisitions. Excluding these costs, net income for fiscal year 1999 was $102.5 million, or $2.10 per share on a diluted basis. All vertical design markets posted record revenues during fiscal year 1999, with sales more than doubling over the previous fiscal year. Driven by strong demand for Mechanical Desktopa and Genius products, the MCAD group led the performance of the vertical markets, with sales increasing 185 percent year over year. AEC revenues increased over 50 percent for the year, fueled by strong performance from Architectural Desktop and Land Development Desktop. The success of the GIS product family continued, with sales nearly doubling over the prior year. The Personal Solutions Group and Kinetix(R) also reported record results for fiscal year 1999, driven by strong demand for AutoCAD LT(R), 3D Studio MAX(R) and 3D Studio VIZ(R). The AutoCAD(R) brand remained strong throughout the year, with both new seat and upgrade revenues increasing over the previous year. "We are proud to have achieved revenue growth of 20 percent or better for the second consecutive year," said Carol Bartz, CEO of Autodesk. "Our goal was to expand our product line with vertical solutions that satisfy the design needs of our customers. We have achieved this goal, and Autodesk now provides families of products that can solve nearly any design problem -- ranging from simple diagramming to complex 3D visualization. No other single company can provide such a complete set of design tools." A summary of Autodesk's financial results is as follows: Three months ended January 31 1999 1998 (restated) Net revenues $189,145,000 $181,851,000 Net income $ 25,133,000 $ 27,490,000 Basic net income per share $ 0.53 $ 0.60 Diluted net income per share (1) $ 0.50 $ 0.56 Fiscal year ended January 31 1999 1998 (restated) Net revenues $740,167,000 $617,126,000 Net income $ 90,639,000 $ 45,171,000 Basic net income per share $ 1.94 $ 0.97 Diluted net income per share (2) $ 1.85 $ 0.91 (1) Results for the fourth quarter of fiscal year 1999 include incremental amortization related to the revaluation of in-process research and development of approximately $0.04 per share on a diluted basis. Results for the fourth quarter of fiscal year 1998 include incremental amortization related to the revaluation of in-process research and development of approximately $0.03 per share on a diluted basis. (2) Results for the 12-month period ended January 31, 1999, include non- recurring charges as well as incremental amortization related to the revaluation of in-process research and development of approximately $0.25 per share on a diluted basis. Results for the 12-month period ended January 31, 1998, include non-recurring charges as well as incremental amortization related to the revaluation of in-process research and development of approximately $0.53 per share on a diluted basis. About Autodesk Autodesk is the fourth largest PC software company in the world and the leading supplier of PC design software and multimedia tools. More than four million customers use the company's 2D and 3D products for architectural design, civil engineering design and surveying, mechanical design, geographic information systems and mapping, and through its Kinetix(R) division for film and video production, and video game and Web content development. For more information, contact any Authorized Autodesk Reseller, call Autodesk at 800-964-6432, or visit www.autodesk.com. Autodesk shares are traded on the Nasdaq national market under the symbol ADSK. # # # Autodesk, the Autodesk logo, AutoCAD, Kinetix, Mechanical Desktop, AutoCAD LT, 3D Studio MAX, and 3D Studio VIZ are registered trademarks of Autodesk, Inc. in the United States and/or in certain other countries. All other brand names, product names, or trademarks are used solely for the purpose of identification and belong to their respective holders. (c) 1999 Autodesk, Inc. Autodesk, Inc. Consolidated Statement of Income (In thousands, except per share data)
Three Months Twelve Months Ended Ended January 31, January 31, -------------- -------------- 1999 1998 1999 1998 ------------------------------------------------------------------- (Unaudited) (Unaudited) (Restated) (Restated) Net revenues $189,145 $181,851 $740,167 $617,126 Costs and expenses: Cost of revenues 19,716 18,724 76,364 71,338 Marketing and sales 65,945 65,536 260,553 237,107 Research and development 35,037 31,347 142,806 122,432 General and administrative 32,904 24,516 123,622 88,900 Nonrecurring charges - - 21,985 22,187 Litigation accrual reversal - - (18,200) - ------------------------------------------------------------------- 153,602 140,123 607,130 541,964 ------------------------------------------------------------------- Income from operations 35,543 41,728 133,037 75,162 Interest and other income, net 2,537 2,253 13,523 9,644 ------------------------------------------------------------------- Income before income taxes 38,080 43,981 146,560 84,806 Provision for income taxes 12,947 16,491 55,921 39,635 ------------------------------------------------------------------- Net income $ 25,133 $ 27,490 $ 90,639 $ 45,171 =================================================================== Basic net income per share $0.53 $0.60 $1.94 $0.97 =================================================================== Diluted net income per share $0.50 $0.56 $1.85 $0.91 =================================================================== Shares used in computing basic net income per share 47,040 45,930 46,640 46,760 =================================================================== Shares used in computing diluted net income per share 49,880 48,840 48,910 49,860 ===================================================================
AUTODESK, INC. Consolidated Balance Sheet (In thousands)
January 31, January 31, 1999 1998 ---------------------------------- (Restated) ASSETS: Current assets: Cash and cash equivalents $209,174 $ 96,089 Marketable securities 102,756 100,399 Accounts receivable, net 91,847 60,856 Inventories 7,594 7,351 Deferred income taxes 20,323 27,577 Prepaid expenses and other current assets 18,795 15,430 ---------------------------------- Total current assets 450,489 307,702 ---------------------------------- Marketable securities 66,265 104,831 Computer equipment, furniture and leasehold improvements, at cost: Computer equipment and 116,467 117,434 furniture Leasehold improvements 22,947 20,505 Less accumulated depreciation (99,747) (98,800) ---------------------------------- Net computer equipment, furniture, and leasehold improvements 39,667 39,139 Purchased technologies and capitalized software 30,559 33,373 Goodwill 70,348 44,982 Deferred income taxes 11,417 13,782 Other assets 25,132 19,681 ---------------------------------- $693,877 $563,490 ==================================
LIABILITIES & STOCKHOLDERS' EQUITY: Current liabilities: Accounts payable $ 27,431 $ 26,417 Accrued compensation 45,253 34,962 Accrued income taxes 91,085 76,465 Deferred revenues 17,349 18,934 Other accrued liabilities 50,481 42,709 Total current liabilities 231,599 199,487 ------------------------------------- Deferred income taxes 378 481 Litigation accrual - 29,328 Other liabilities 1,658 1,255 Stockholders' equity: Common stock 361,611 299,315 Accumulated other comprehensive income (9,379) (16,078) Retained earnings 108,010 49,702 ------------------------------------- Total stockholders' equity 460,242 332,939 ------------------------------------- $693,877 $563,490 =====================================
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