-----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, JKHC6Eoo/D3+THfzeIyUpF5s46YNexDXVlZewDpGtdVar2HqYjOIZs9qP3dAMmbE eXYtVtpuNxfyTpVubkHTQw== 0001047469-99-025128.txt : 19990625 0001047469-99-025128.hdr.sgml : 19990625 ACCESSION NUMBER: 0001047469-99-025128 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990624 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORCAD INC CENTRAL INDEX KEY: 0000881411 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 931062832 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-48801 FILM NUMBER: 99651529 BUSINESS ADDRESS: STREET 1: 9300 SW NIMBUS AVE CITY: BEAVERTON STATE: OR ZIP: 97008 BUSINESS PHONE: 5036719500 MAIL ADDRESS: STREET 1: 9300 SW NIMBUS AVE CITY: BEAVERTON STATE: OR ZIP: 97008 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CADENCE DESIGN SYSTEMS INC CENTRAL INDEX KEY: 0000813672 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770148231 STATE OF INCORPORATION: DE FISCAL YEAR END: 0102 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2655 SEELY ROAD BLDG 5 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 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 ORCAD, INC. (Name of Issuer) COMMON STOCK, $.01 PAR VALUE (Title of Class of Securities) 685568 10 7 (CUSIP Number) R.L. SMITH MCKEITHEN SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY CADENCE DESIGN SYSTEMS, INC. 2655 SEELY AVENUE, BUILDING 5 SAN JOSE, CALIFORNIA 95134 TELEPHONE: (408) 943-1234 WILLIAM PORTER SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND ASSISTANT SECRETARY CDSI ACQUISITION CORPORATION 2655 SEELY AVENUE, BUILDING 5 SAN JOSE, CALIFORNIA 95134 TELEPHONE: (408) 943-1234 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) JUNE 14, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. Page 1 of 8 The Exhibit Index is on page 8. CUSIP No. 685568107 SCHEDULE 13D Page 2 of 8 Pages - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON Cadence Design Systems, Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a)/ / GROUP (b)/ / - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC, BK - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL / / PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER 3,621,399 BENEFICIALLY ------------------------------------------------------- OWNED BY 8. SHARED VOTING POWER N/A EACH ------------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER 3,621,399 PERSON ------------------------------------------------------- WITH 10. SHARED DISPOSITIVE POWER N/A - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,621,399 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW / / (11) EXCLUDES CERTAIN SHARES - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.85% - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- CUSIP No. 685568107 SCHEDULE 13D Page 3 of 8 Pages - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON CDSI Acquisition Corporation I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a)/ / GROUP (b)/ / - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS WC, BK - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL / / PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------------------------------------------------------------------- NUMBER OF SHARES 7. SOLE VOTING POWER 3,621,399 BENEFICIALLY ------------------------------------------------------ OWNED BY 8. SHARED VOTING POWER N/A EACH ------------------------------------------------------ REPORTING 9. SOLE DISPOSITIVE POWER 3,621,399 PERSON ------------------------------------------------------ WITH 10. SHARED DISPOSITIVE POWER N/A - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,621,399 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW / / (11) EXCLUDES CERTAIN SHARES - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.85% - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------- SCHEDULE 13D Page 4 of 8 Pages ITEM 1. SECURITY AND ISSUER. (a) The name and address of the issuer is OrCAD, Inc., a Delaware corporation (the "Company"), which has its principal executive offices at 9300 S.W. Nimbus Avenue, Beaverton, OR 90078. (b) The title and class of equity securities to which this statement relates is the common stock, $.01 par value, of the Company (the "Shares"). The information set forth in "INTRODUCTION" of the Offer to Purchase, a copy of which is attached hereto as Exhibit A (the "Offer to Purchase"), is incorporated herein by reference. Capitalized terms used and not defined herein have the meanings ascribed to them in the Offer to Purchase. ITEM 2. IDENTITY AND BACKGROUND. (a) - (c) and (f): This statement is filed by Cadence Design Systems, Inc., a Delaware corporation ("Cadence"), and CDSI Acquisition Corporation, a Delaware corporation ("Purchaser" and, together with Cadence, the "Reporting Persons"). The information concerning the name, state or other place of organization, principal business and address of the principal office of Purchaser and Cadence, and the name, business address, present principal occupation or employment (including the name, principal business and address of any corporation or other organization in which such employment or occupation is conducted) set forth in "INTRODUCTION," "THE TENDER OFFER--8. Certain Information Concerning Cadence and Purchaser" and Schedule I ("Directors and Executive Officers of Cadence and Purchaser") of the Offer to Purchase is incorporated herein by reference. (d) During the last five years neither Cadence, Purchaser nor any officer or director of Cadence or Purchaser has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years neither Cadence, Purchaser nor, to Cadence's and Purchaser's knowledge, any officer or director of Cadence or Purchaser has been party to any civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person would have been subject to any judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to Federal or State securities laws or finding any violation with respect to such laws. SCHEDULE 13D Page 5 of 8 Pages ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The information set forth in "THE TENDER OFFER--9. Source and Amount of Funds" and "THE TENDER OFFER--13. The Merger Agreement, the Stock Option Agreement and the Stockholders Agreement" in the Offer to Purchase is hereby incorporated by reference. In the event that Cadence exercises its rights to purchase Shares pursuant to the Stock Option Agreement, dated as of June 14, 1999, between the Company, Purchaser and Cadence, a copy of which is attached hereto as Exhibit C (the "Stock Option Agreement"), Cadence intends to use its available cash on hand, or, to the extent necessary, borrow a portion of such funds pursuant to its existing bank line of credit. In the event that Cadence exercises its rights to purchase Shares pursuant to the Stockholders Agreement, dated as of June 14, 1999, among the stockholders of the Company listed on Schedule I thereto, Purchaser and Cadence, a copy of which is attached hereto as Exhibit D (the "Stockholders Agreement"), Cadence intends to use its available cash on hand, or, to the extent necessary, borrow a portion of such funds pursuant to its existing bank line of credit. ITEM 4. PURPOSE OF THE TRANSACTION. (a) - (g) and (j): The information set forth in "INTRODUCTION," "THE TENDER OFFER--11. Contacts with the Company; Background of the Offer and the Merger" and "THE TENDER OFFER--13. The Merger Agreement, the Stock Option Agreement and the Stockholders Agreement" of the Offer to Purchase is incorporated herein by reference. (h) and (i): The information set forth in "THE TENDER OFFER--17. Effects of the Offer on the Market for Shares; Nasdaq National Market and Exchange Act Registration" of the Offer to Purchase is incorporated herein by reference. Except as disclosed in the Offer to Purchase, the Agreement and Plan of Merger, dated as of June 14, 1999, by and among the Company, Purchaser and Cadence, a copy of which is attached hereto as Exhibit B (the "Merger Agreement"), the Stock Option Agreement and the Stockholders Agreement, neither Cadence nor Purchaser has any current plans or proposals that relate to or would result in any of the events described in clauses (a) through (j) of the instructions to Item 4 of Schedules 13D. ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. (a) - (c): The information set forth in "INTRODUCTION," "THE TENDER OFFER--11. Contacts with the Company; Background of the Offer and the Merger" and "THE TENDER OFFER--13. The Merger Agreement, the Stock Option Agreement and the Stockholders Agreement" of the Offer to Purchase is incorporated herein by reference. As a result of the Reporting Persons' conditional option to purchase certain Shares pursuant to the Stock Option Agreement, Cadence may be deemed to own beneficially an aggregate of 1,863,331 Shares (representing approximately 16.66% of the Shares outstanding on June 14, 1999 after giving effect to the issuance of the Shares upon exercise of the option). As a result of the Reporting Persons' obtaining an irrevocable proxy with respect to certain Shares pursuant to the Stockholders Agreement and the Reporting Persons' SCHEDULE 13D Page 6 of 8 Pages conditional option to purchase certain Shares pursuant to the Stockholders Agreement, the Reporting Persons may be deemed to own beneficially an aggregate of up to 1,758,068 Shares (representing approximately 18.9% of the Shares outstanding on June 14, 1999). (d): The information set forth in "THE TENDER OFFER--13. The Merger Agreement, the Stock Option Agreement and the Stockholders Agreement" of the Offer to Purchase is incorporated herein by reference. (e): Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The information set forth in "INTRODUCTION," "THE TENDER OFFER--8. Certain Information Concerning Cadence and Purchaser," "THE TENDER OFFER--11. Contacts with the Company; Background of the Offer and the Merger" and "THE TENDER OFFER--13. The Merger Agreement, the Stock Option Agreement and the Stockholders Agreement" of the Offer to Purchase is incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A Offer to Purchase, dated June 18, 1999 (incorporated by reference to Exhibit (a)(1) to Cadence's Tender Offer Statement on Schedule 14D-1, dated June 18, 1999). Exhibit B Agreement and Plan of Merger, dated as of June 14, 1999, between the Company, Purchaser and Cadence (incorporated by reference to Exhibit (c)(1) to Cadence's Tender Offer Statement on Schedule 14D-1, dated June 18, 1999). Exhibit C Stock Option Agreement, dated as of June 14, 1999, between the Company, Purchaser and Cadence (incorporated by reference to Exhibit (c)(2) to Cadence's Tender Offer Statement on Schedule 14D-1, dated June 18, 1999). Exhibit D Stockholders Agreement, dated as of June 14, 1999, among the stockholders of the Company listed on Schedule I thereto, Purchaser and Cadence (incorporated by reference to Exhibit (c)(3) to Cadence's Tender Offer Statement on Schedule 14D-1, dated June 18, 1999). Exhibit E Revolving Credit Agreement, dated September 30, 1998, by and between ABN-AMBRO Bank and Cadence (incorporated by reference to Exhibit 10.45 from Cadence's Form 10-Q for the third quarter ended October 3, 1998). Exhibit F Amendment, dated October 16, 1998, to the Revolving Credit Agreement, dated September 30, 1998, by and between ABN-AMBRO Bank and Cadence (incorporated by reference to Exhibit 10.46 from Cadence's Form 10-Q for the third quarter ended October 3, 1998). SCHEDULE 13D Page 7 of 8 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of June 24, 1999. CADENCE DESIGN SYSTEMS, INC. By: /s/ R.L. SMITH MCKEITHEN --------------------------------------------- R.L. Smith McKeithen, Senior Vice President, General Counsel and Secretary CDSI ACQUISITION CORPORATION By: /s/ WILLIAM PORTER --------------------------------------------- William Porter, Senior Vice President, Chief Financial Officer and Assistant Secretary SCHEDULE 13D Page 8 of 8 Pages EXHIBIT INDEX EXHIBIT NO. DOCUMENT - ----------- -------- Exhibit A Offer to Purchase, dated June 18, 1999 (incorporated by reference to Exhibit (a)(1) to Cadence's Tender Offer Statement on Schedule 14D-1, dated June 18, 1999). Exhibit B Agreement and Plan of Merger, dated as of June 14, 1999, between the Company, Purchaser and Cadence (incorporated by reference to Exhibit (c)(1) to Cadence's Tender Offer Statement on Schedule 14D-1, dated June 18, 1999). Exhibit C Stock Option Agreement, dated as of June 14, 1999, between the Company, Purchaser and Cadence (incorporated by reference to Exhibit (c)(2) to Cadence's Tender Offer Statement on Schedule 14D-1, dated June 18, 1999). Exhibit D Stockholders Agreement, dated as of June 14, 1999, among the stockholders of the Company listed on Schedule I thereto, Purchaser and Cadence (incorporated by reference to Exhibit (c)(3) to Cadence's Tender Offer Statement on Schedule 14D-1, dated June 18, 1999). Exhibit E Revolving Credit Agreement, dated September 30, 1998, by and between ABN-AMBRO Bank and Cadence (incorporated by reference to Exhibit 10.45 from Cadence's Form 10-Q for the third quarter ended October 3, 1998). Exhibit F Amendment, dated October 16, 1998, to the Revolving Credit Agreement, dated September 30, 1998, by and between ABN-AMBRO Bank and Cadence (incorporated by reference to Exhibit 10.46 from Cadence's Form 10-Q for the third quarter ended October 3, 1998). -----END PRIVACY-ENHANCED MESSAGE-----