-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Z9YLUUk6Lb9X4gxlGsoLooH/HPmwVr8iwAR7m/tSncb93CWAhgIP/E5boZDDSChi ZUyk9pqrUW+0EAG0YxpNaQ== 0000891618-95-000129.txt : 19950615 0000891618-95-000129.hdr.sgml : 19950615 ACCESSION NUMBER: 0000891618-95-000129 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940831 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19950310 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CADENCE DESIGN SYSTEMS INC CENTRAL INDEX KEY: 0000813672 STANDARD INDUSTRIAL CLASSIFICATION: 7372 IRS NUMBER: 770148231 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10606 FILM NUMBER: 95519859 BUSINESS ADDRESS: STREET 1: 555 RIVER OAKS PKWY CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089431234 MAIL ADDRESS: STREET 1: 555 RIVER OAKS PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: ECAD INC /DE/ DATE OF NAME CHANGE: 19880609 8-K/A 1 CURRENT REPORT 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 31, 1994 CADENCE DESIGN SYSTEMS, INC. - - ------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-10606 77-0148231 - - ---------------------------- ----------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)
555 River Oaks Parkway, San Jose, CA 95134 - - ------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (408) 943-1234 2 ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements of Businesses Acquired. Pursuant to paragraph (a)(4) of Item 7 of Form 8-K, the following financial statements were omitted from the disclosure contained in the Second Quarter 1994 Form 10-Q but are filed herewith: (i) Audited balance sheets of Redwood as of January 31, 1993 and 1994, the related audited statements of operations, stockholders' equity and cash flows of Redwood for the years ended January 31, 1992, 1993 and 1994 and a manually signed report of Arthur Andersen LLP with respect to the balance sheets of Redwood as of January 31, 1993 and 1994 and the statements of operations, stockholders' equity and cash flows for the years ended January 31, 1992, 1993 and 1994, which are attached as Exhibit 99.01 hereto; (ii) Unaudited balance sheet of Redwood as of July 31, 1994 and the related unaudited statements of operations and cash flows of Redwood for the six month periods ended July 31, 1993 and 1994, which are attached as Exhibit 99.02 hereto. (b) Pro Forma Financial Information. Pursuant to paragraph (b)(2) of Item 7, the unaudited pro forma condensed combined balance sheets of the Registrant and Redwood as of June 30, 1994 and the unaudited pro forma condensed combined statements of operations of the Registrant and Redwood for the year ended December 31, 1993 and for the six months ended June 30, 1994 are attached as Exhibit 99.03 hereto. The Registrant's statement of income for the year ended December 31, 1993 has been reclassified in response to comments received from the Securtities and Exchange Commssion ("SEC") on such financial statements. In prior filings, the Company had reported the operating results of a disposed division as a discontinued operation in its statements of income. The SEC requested that the results of operations and the loss on disposal of the division be reclassified as components of continuing operations since the division was not deemed by the SEC to be a major line of business. As a result, the Company has classified the loss from operations of the disposed division within operating expenses and the loss on disposal of $6.0 million within other expense in the accompanying pro forma condensed combined statement of operations. The unaudited pro forma condensed combined financial statements give effect to the merger of the Registrant and Redwood on a purchase accounting basis. The pro forma condensed combined balance sheet assumes the merger took place on June 30, 1994 and combines the June 30, 1994 balance sheet of the Registrant with the July 31, 1994 balance sheet of Redwood. The pro forma combined statements of income assumes that the merger took place as of the beginning of each company's most recently completed fiscal year and combines the Registrant's historical results for the year ended December 31, 1993 and the six months ended June 30, 1994 with the corresponding results for Redwood for its fiscal year ended January 31, 1994 and the six months ended July 31, 1994, respectively. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred had the acquisition of Redwood by the Registrant been consummated at the beginning of the periods presented, nor is it necessarily indicative of future operating results or financial position. These pro forma financial statements are based on and should be read in conjunction with the historical consolidated financial statements and the related notes thereto of the Registrant and Redwood. (c) Exhibits. 2.01 Agreement of Merger and Plan of Reorganization by and among Registrant, Simon Software,
2 3 Inc. and Redwood dated as of July 8, 1994. (Filed as Exhibit 2.01 to the Registrant's Form 10-Q/A, Amendment No. 1 to the Registrant's Form 10-Q, filed November 14, 1994 (the "Form 10-Q/A"), and incorporated herein by reference). 2.02 Agreement of Merger dated as of August 1, 1994 between Redwood and CDS Acquisition Corporation. (Filed as Exhibit 2.02 to the Registrant's Form 10-Q/A, Amendment No. 1 to the Registrant's Form 10-Q/A and incorporated herein by reference). +23.01 Consent of Arthur Andersen LLP. +99.01 Audited balance sheets of Redwood as of January 31, 1993 and 1994, the related audited statements of operations, stockholders' equity and cash flows of Redwood for the years ended January 31, 1992, 1993 and 1994 and a manually signed report of Arthur Andersen LLP with respect to the balance sheets of Redwood as of January 31, 1993 and 1994 and the statements of operations, stockholders' equity and cash flows for the years ended January 31, 1992, 1993 and 1994. +99.02 Unaudited balance sheet of Redwood as of July 31, 1994 and the related unaudited statements of income operations and cash flows of Redwood for the six month periods ended July 31, 1993 and 1994. 99.03 Unaudited pro forma condensed combined balance sheets of the Registrant and Redwood as of June 30, 1994 and the unaudited pro forma condensed combined statements of operations of the Registrant and Redwood for the year ended December 31, 1993 and for the six months ended June 30, 1994.
+ Previously filed 3 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: March 9, 1995 CADENCE DESIGN SYSTEMS, INC. By: /s/ H. Raymond Bingham ---------------------- H. RAYMOND BINGHAM Executive Vice President and Chief Financial Officer 4 5 INDEX TO EXHIBITS
Exhibit Number Description of Exhibit ------ ---------------------- 2.01 Agreement of Merger and Plan of Reorganization by and among Registrant, Simon Software, Inc. and Redwood dated as of July 8, 1994. (Filed as Exhibit 2.01 to the Registrant's Form 10- Q/A, Amendment No. 1 to the Registrant's Form 10-Q, filed November 14, 1994 (the "Form 10-Q/A"), and incorporated herein by reference). 2.02 Agreement of Merger dated as of August 1, 1994 between Redwood and CDS Acquisition Corporation. (Filed as Exhibit 2.02 to the Registrant's Form 10-Q/A, Amendment No. 1 to the Registrant's Form 10-Q/A and incorporated herein by reference). +23.01 Consent of Arthur Andersen LLP. +99.01 Audited balance sheets of Redwood as of January 31, 1993 and 1994, the related audited statements of operations, stockholders' equity and cash flows of Redwood for the years ended January 31, 1992, 1993 and 1994 and a manually signed report of Arthur Andersen LLP with respect to the balance sheets of Redwood as of January 31, 1993 and 1994 and the statements of operations, stockholders' equity and cash flows for the years ended January 31, 1992, 1993 and 1994. +99.02 Unaudited balance sheet of Redwood as of July 31, 1994 and the related unaudited statements of operations and cash flows of Redwood for the six month periods ended July 31, 1993 and 1994. 99.03 Unaudited pro forma condensed combined balance sheets of the Registrant and Redwood as of June 30, 1994 and the unaudited pro forma condensed combined statements of operations of the Registrant and Redwood for the year ended December 31, 1993 and for the six months ended June 30, 1994.
+ Previously filed EX-99.03 2 BALANCE SHEET 1 EXHIBIT 99.03 Unaudited pro forma condensed combined balance sheets of the Registrant and Redwood as of June 30, 1994 and the unaudited pro forma condensed combined statements of operations of the Registrant and Redwood for the year ended December 31, 1993 and for the six months ended June 30, 1994. 2 PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS The following unaudited pro forma combined condensed financial statements reflect the acquisition by Cadence Design Systems, Inc. ("the Company") of Redwood Design Automation, Inc. ("Redwood") in exchange for approximately 419,000 shares of the Company's common stock, valued at $15.50 per share. The acquisition was accounted for using the purchase method of accounting. The pro forma condensed combined balance sheet assumes the merger took place on June 30, 1994 and combines the June 30, 1994 balance sheet of the Company with the July 31, 1994 balance sheet of Redwood. The pro forma combined statements of operations assumes that the merger took place as of the beginning of each company's most recently completed fiscal year and combines the Company's statements of operations for the year ended December 31, 1993 and the six months ended June 30, 1994 with Redwood's statements of operations for the year ended January 31, 1994 and the six months ended July 31, 1994, respectively. The pro forma statements of operations do not include the effect of any nonrecurring charges directly attributable to the acquisition. The pro forma combined statements of operations are not necessarily indicative of operating results which would have been achieved had the merger been consummated as of the beginning of such periods and should not be construed as representative of future operations. The pro forma combined condensed financial statements should be read in conjunction with the historical consolidated financial statements and the related notes thereto of the Company for the year ended December 31, 1993, previously filed on Form 10-K/A and for the six months ended June 30, 1994, previously filed on Form 10-Q and the financial statements of Redwood which are included elsewhere herein. 3 CADENCE DESIGN SYSTEMS, INC. AND REDWOOD DESIGN AUTOMATION, INC. PRO FORMA CONDENSED COMBINED BALANCE SHEET JUNE 30, 1994 (IN THOUSANDS) (UNAUDITED)
ADJUSTMENTS FOR PURCHASE --------------------------------- PRO FORMA CADENCE REDWOOD DR CR BALANCES ------------- ------------- ------------ ------------- ------------- ASSETS: CURRENT ASSETS: CASH AND CASH INVESTMENTS $ 68,387 $ 1,751 $ 0 $ 0 $ 70,138 SHORT-TERM INVESTMENTS 28,412 0 0 0 28,412 ACCOUNTS RECEIVABLE, NET 74,156 392 0 0 74,548 INVENTORIES 5,204 0 0 0 5,204 OTHER CURRENT ASSETS 15,185 103 0 0 15,288 -------- -------- ------- ------- -------- TOTAL CURRENT ASSETS 191,344 2,246 0 0 193,590 NET PROPERTY & EQUIPMENT 93,421 531 0 0 93,952 OTHER ASSETS 11,227 50 0 2,500 (2) 8,777 PURCHASED SOFTWARE & INTANGIBLES, NET 10,189 0 6,755 (1,3,4) 4,653 (5) 12,291 CAPITALIZED SOFTWARE 30,484 0 0 0 30,484 -------- -------- ------- ------- -------- TOTAL ASSETS $336,665 $ 2,827 $ 6,755 $ 7,153 $339,094 ======== ======== ======= ======= ======== LIABILITIES: ACCOUNTS PAYABLE $ 13,598 $ 207 $ 0 $ 0 $ 13,805 LOANS & LEASES - CURRENT 2,792 329 0 0 3,121 ACCRUED LIABILITIES 52,317 134 0 1,214 (4) 53,665 DEFERRED REVENUE 52,731 331 0 0 53,062 INCOME TAXES PAYABLE 5,548 0 0 0 5,548 -------- -------- ------- ------- -------- TOTAL CURRENT LIABILITIES 126,986 1,001 0 1,214 129,201 -------- -------- ------- ------- -------- LOANS & LEASES - LONG TERM 2,292 2,817 2,500 (2) 0 2,609 DEFERRED INCOME TAXES 2,202 0 0 0 2,202 LEASE LIABILITIES 9,819 0 0 0 9,819 OTHER LONG TERM LIABILITIES 2,558 0 0 0 2,558 -------- -------- ------- ------- -------- TOTAL LONG TERM LIABILITIES 16,871 2,817 2,500 0 17,188 -------- -------- ------- ------- -------- PUT WARRANTS 44,270 0 0 0 44,270 -------- -------- ------- ------- -------- STOCKHOLDERS' EQUITY (DEFICIT): PREFERRED STOCK 0 10,900 10,900 (3) 0 0 COMMON STOCK 465 80 80 (3) 4 (1) 469 STOCK NOTES RECEIVABLE (3) (20) 0 20 (3) (3) PAID-IN CAPITAL 209,602 0 0 4,546 (1) 214,148 TREASURY STOCK (76,750) 0 0 0 (76,750) RETAINED EARNINGS (DEFICIT) 14,292 (11,951) 4,653 (5) 11,951 (3) 9,639 ACCUMULATED TRANSLATION ADJUSTMENT 932 0 0 0 932 -------- -------- ------- ------- -------- TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 148,538 (991) 15,633 16,521 148,435 -------- -------- ------- ------- -------- TOTAL LIABILITIES & EQUITY $336,665 $ 2,827 $18,133 $17,735 $339,094 ======== ========= ======= ======= ========
(1) ENTRY TO RECORD THE ACQUISITION OF REDWOOD BY THE ISSUANCE OF APPROXIMATELY 419,000 SHARES OF THE COMPANY'S COMMON STOCK (2) ENTRY TO ELIMINATE NOTE RECEIVABLE AND LOAN (3) ENTRY TO ELIMINATE THE STOCKHOLDERS' DEFICIT OF REDWOOD (4) ENTRY TO RECORD OBLIGATIONS OF REDWOOD TO STOCKHOLDERS AND OTHERS PAYABLE PRIOR TO THE CLOSING OF THE ACQUISITION AND FACILITY RELOCATION COSTS (5) ENTRY TO WRITE-OFF IN-PROCESS RESEARCH AND DEVELOPMENT AS IT HAD NOT REACHED TECHNOLOGICAL FEASIBILITY W 4 CADENCE DESIGN SYSTEMS, INC. AND REDWOOD DESIGN AUTOMATION, INC. PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 1993 (IN THOUSANDS) (UNAUDITED)
PRO FORMA ADJUSTMENTS PRO FORMA CADENCE REDWOOD DEBIT CREDIT RESULTS -------- -------- ------- ------ --------- REVENUE: PRODUCT $241,011 $ 312 $ 0 $0 $241,323 MAINTENANCE 127,612 0 0 0 127,612 -------- ------- ------- -- -------- TOTAL REVENUE 368,623 312 0 0 368,935 -------- ------- ------- -- -------- COST OF REVENUE: PRODUCT 73,594 287 1,051 (1) 0 74,932 MAINTENANCE 15,757 0 0 0 15,757 -------- ------- ------- -- -------- TOTAL COST OF REVENUE 89,351 287 1,051 0 90,689 -------- ------- ------- -- -------- GROSS MARGIN 279,272 25 (1,051) 0 278,246 -------- ------- ------- -- -------- OPERATING EXPENSES: RESEARCH AND DEVELOPMENT 69,088 2,380 0 0 71,468 MARKETING AND SALES 160,212 2,273 0 0 162,485 GENERAL & ADMINISTRATIVE 38,737 558 0 0 39,295 RESTRUCTURING COSTS 13,450 0 0 0 13,450 LOSS FROM OPERATIONS OF DISPOSED DIVISION 6,200 0 0 0 6,200 -------- ------- ------- -- -------- TOTAL OPERATING EXPENSES 287,687 5,211 0 0 292,898 -------- ------- ------- -- -------- LOSS FROM OPERATIONS (8,415) (5,186) (1,051) 0 (14,652) OTHER EXPENSE (4,364) (35) 0 0 (4,399) -------- ------- ------- -- -------- NET LOSS $(12,779) $(5,221) $(1,051) $0 $(19,051) ======== ======= ======= == ======== NET LOSS PER SHARE $ (0.30) $ (0.44) ======== ======== WEIGHTED AVERAGE SHARES 43,060 419 43,479 ======== ======= ========
(1) ENTRY TO RECORD ONE YEAR'S AMORTIZATION OF CAPITALIZED PURCHASED INTANGIBLES BASED ON AN ESTIMATED LIFE OF TWO YEARS. 5 CADENCE DESIGN SYSTEMS, INC. AND REDWOOD DESIGN AUTOMATION, INC. PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1994 (IN THOUSANDS) (UNAUDITED)
PRO FORMA ADJUSTMENTS PRO FORMA CADENCE REDWOOD DEBIT CREDIT RESULTS -------- ------- ----- ------ --------- REVENUE: PRODUCT $123,832 $ 419 $ 0 $ 0 $124,251 MAINTENANCE 73,989 15 0 0 74,004 -------- ------- ----- ---- -------- TOTAL REVENUE 197,821 434 0 0 198,255 -------- ------- ----- ---- -------- COST OF REVENUE: PRODUCT 38,976 208 525 (1) 0 39,709 MAINTENANCE 7,134 0 0 0 7,134 -------- ------- ----- ---- -------- TOTAL COST OF REVENUE 46,110 208 525 0 46,843 -------- ------- ----- ---- -------- GROSS MARGIN 151,711 226 (525) 0 151,412 -------- ------- ----- ---- -------- OPERATING EXPENSES: RESEARCH AND DEVELOPMENT 35,288 1,225 0 0 36,513 MARKETING AND SALES 78,442 1,181 0 0 79,623 GENERAL & ADMINISTRATIVE 20,406 325 0 0 20,731 PROVISION FOR SETTLEMENT OF LITIGATION 10,054 0 0 0 10,054 -------- ------- ----- ---- -------- TOTAL OPERATING EXPENSES 144,190 2,731 0 0 146,921 -------- ------- ----- ---- -------- INCOME (LOSS) FROM OPERATIONS 7,521 (2,505) (525) 0 4,491 OTHER INCOME (EXPENSE) 790 (49) 0 0 741 -------- ------- ----- ---- -------- INCOME (LOSS) BEFORE INCOME TAXES 8,311 (2,554) (525) 0 5,232 PROVISION FOR INCOME TAXES (2,078) 0 0 769 (2) (1,309) -------- ------- ----- ---- -------- NET INCOME (LOSS) $ 6,233 $(2,554) $(525) $769 $ 3,923 ======== ======== ====== ==== ======== NET INCOME PER SHARE $ 0.14 $ 0.09 WEIGHTED AVERAGE SHARES 44,973 419 45,392 ======== ===== ========
(1) ENTRY TO RECORD SIX MONTHS AMORTIZATION OF CAPITALIZED PURCHASED INTANGIBLES BASED ON AN ESTIMATED LIFE OF TWO YEARS. (2) ENTRY TO ADJUST CONSOLIDATED TAX PROVISION TO THE COMPANY'S ANNUAL EFFECTIVE RATE. 6 NOTES TO PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS 1. In August 1994 the Company acquired all of the outstanding stock of Redwood Design Automation, Inc. ("Redwood") for approximately 419,000 shares of the Company's common stock. The purchase price also includes $2.5 million of advances made to Redwood, prior to the acquisition, of which $.7 million was offset against the cash of Redwood as of the closing date and the remaining amount of $1.8 million was not repaid. Redwood was a development stage company formed to design, develop and market software for use in electronic system design. The acquisition was accounted for as a purchase. In connection with the acquisition, net intangibles of $6.8 million were acquired of which $4.7 million was allocated to research and development in process and will be charged to operations as the technology had not achieved technological feasibility and had no alternative future use. The remaining $2.1 million will be amortized over a useful life of two years. The pro forma combined condensed financial statements reflect the combined operations of the two companies. The pro forma combined condensed statements of operations for the year ended December 31, 1993 and six months ended June 30, 1994 exclude the impact of the one-time charge associated with expensing in-process research and development as it had not reached technological feasibility. The charge is included in the Company's results of operations for the quarter in which the transaction closed which was the third quarter of 1994. 2. The pro forma combined condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These pro forma combined condensed financial statements should be read in conjunction with the financial statements and the notes thereto included in the Company's annual report on Form 10-K/A for the year ended December 31, 1993 and the financial statements of Redwood included in this filing. 3. Net income per share for each period is calculated by dividing net income by the weighted average number of common stock and common stock equivalents outstanding during the period plus approximately 419,000 shares of the Company's common stock which was exchanged for all outstanding shares of Redwood common and preferred stock. Common stock equivalents consist of dilutive shares issuable upon the exercise of outstanding common stock options and warrants. Net loss per share is calculated by dividing net loss by the weighted average number of shares of common stock. Fully diluted net income (loss) per share is substantially the same as primary net income (loss) per share. -----END PRIVACY-ENHANCED MESSAGE-----