-----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, UqmhYacwDSR1Q3xxf1rvVn/4oldk/o9gdVoL6FNaPeyzEqGxBZcD4Ij87264oJim osEi6iYfua1du0Czd/bMPw== 0001047469-99-027943.txt : 19990720 0001047469-99-027943.hdr.sgml : 19990720 ACCESSION NUMBER: 0001047469-99-027943 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990719 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 14D1/A SEC ACT: SEC FILE NUMBER: 005-48801 FILM NUMBER: 99666784 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 14D1/A 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 14D1/A 1 14D1/A - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-1 (AMENDMENT NO. 2) TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ORCAD, INC. (Name of Subject Company) CADENCE DESIGN SYSTEMS, INC. CDSI ACQUISITION CORPORATION (Bidders) Common Stock, $.01 par value (Title of Class of Securities) 685568 10 7 (CUSIP Number of class of Securities) R.L. SMITH MCKEITHEN SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY CADENCE DESIGN SYSTEMS, INC. 2655 SEELY AVENUE, BUILDING 5 SAN JOSE, CALIFORNIA 95134 408-943-1234 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) COPIES TO: ANDREW E. BOGEN GIBSON, DUNN & CRUTCHER LLP 333 SOUTH GRAND AVENUE LOS ANGELES, CA 90071 (213) 229-7242 - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule 14D-1 (as amended, the "Schedule 14D-1") filed with the Securities and Exchange Commission on June 18, 1999 by Cadence Design Systems, Inc., a Delaware corporation ("Cadence"), and CDSI Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Cadence ("Purchaser"), relating to the offer by Purchaser to purchase all of the outstanding shares of common stock, $0.01 par value (the "Shares"), of OrCAD, Inc., a Delaware corporation, at a price of $13.00 per Share, net to the seller in cash, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 18, 1999 (the "Offer to Purchase"), and the related Letter of Transmittal (which together constitute the "Offer"), copies of which are attached to the Schedule 14D-1 as Exhibits (a)(1) and (a)(2), respectively. Unless otherwise indicated herein, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Offer to Purchase. Cadence and Purchaser hereby amend and supplement the Schedule 14D-1 as follows: ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. The response to Item 6 is hereby amended and supplemented as follows: At 12:00 midnight New York City time, on Friday, July 16, 1999, the Offer expired. Based on preliminary information provided by the Depositary for the Offer, Cadence reports that as of the expiration of the Offer, approximately 9,096,687 Shares were properly tendered and not withdrawn pursuant to the Offer (including approximately 117,463 Shares subject to guaranteed delivery). Purchaser has accepted for payment, and has notified the Depositary to promptly pay for, all validly tendered Shares at the purchase price of $13.00 per Share, net to the seller in cash. As a result of the consummation of the Offer, Purchaser owns approximately 96.8% of the Shares. Pursuant to the Merger Agreement, Cadence intends to complete the merger of Purchaser with and into the Company, with the Company continuing as the surviving corporation. ITEM 11.MATERIAL TO BE FILED AS EXHIBITS. The response to Item 11 is hereby amended and supplemented as follows: (a)(11) Press release dated July 19, 1999 issued by Cadence, announcing the expiration of the Offer, the acceptance for payment of the Shares and the plan to consummate the merger. SIGNATURE After due 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: July 19, 1999 CDSI ACQUISITION CORPORATION By: /s/ William Porter ---------------------------- William Porter Senior Vice President, Chief Financial Officer and Assistant Secretary SIGNATURE After due 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: July 19, 1999 CADENCE DESIGN SYSTEMS, INC. By: /s/ R.L. Smith McKeithen --------------------------------- R.L. Smith McKeithen Senior Vice President, General Counsel and Secretary 2 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION (a)(11) Press release, dated July 19, 1999 issued by Cadence, announcing the expiration of the Offer, the acceptance for payment of the Shares and the plan to consummate the merger. 3 EX-99 2 EXHIBIT 99(A)(11) EXHIBIT (a)(11) CADENCE COMPLETES TENDER OFFER FOR OrCAD, ANNOUNCES PROMPT MERGER SAN JOSE, Calif. - July 19, 1999 - Cadence Design Systems, Inc. (NYSE: CDN), the world's leading provider of electronic design software and services, today announced the completion of its tender offer for all of the issued and outstanding shares (the "shares") of common stock of OrCad, Inc. (NASDAQ: OCAD). The tender offer expired at midnight EDT on Friday, July 16, 1999. Pursuant to the cash tender offer, Cadence has accepted for payment all of the tendered shares. Approximately 94 percent of the outstanding shares of OrCAD were tendered and Cadence has instructed the depositary for the offer to pay promptly for such shares at the purchase price of $13.00 per share, net to the seller in cash. Pursuant to the related Agreement and Plan of Merger, dated June 14, 1999, Cadence intends to acquire the balance of the OrCAD shares promptly in a short form cash merger at $13.00 per share. The integration of OrCAD into Cadence as a wholly owned subsidiary is underway. The matters discussed in this news release involve forward-looking statements, and actual results may differ materially from those discussed. Additional information concerning factors that could cause such a difference can be found in the Company's filings with the Securities and Exchange Commission, including the reports on Form 10-K for the year ended January 2, 1999 and Form 10-Q for the period ended April 3, 1999. About Cadence Cadence Design Systems, Inc. is the largest supplier of software products, methodology services, and design services used to accelerate and manage the design of semiconductors, computer systems, networking and telecommunications equipment, consumer electronics, and a variety of other electronics-based products. With more than 4,000 employees and 1998 annual sales of $1.2 billion, Cadence is headquartered in San Jose, Calif. and has sales offices, design centers, and research facilities located around the world. More information about the company, its products and services may be obtained from the World Wide Web at WWW.CADENCE.COM. Cadence and the Cadence logo are registered trademarks of Cadence Design Systems, Inc. OrCAD is a registered trademark of OrCAD, Inc. All other brands or product names are the property of their respective holders. CONTACT: Cadence Design Systems, Inc. Laurie Stanley, 408-428-5019 LAS@CADENCE.COM 4 -----END PRIVACY-ENHANCED MESSAGE-----