-----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, KCYD8sId35B+POI70wci/cu+hEteUqTcJsFLrMAnGzlYWKkncXYYGmSjjKxIHeBo pMS7wfCwPckxgZWXlPOYfg== 0001047469-98-043160.txt : 19981208 0001047469-98-043160.hdr.sgml : 19981208 ACCESSION NUMBER: 0001047469-98-043160 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981207 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981207 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUMMIT DESIGN INC CENTRAL INDEX KEY: 0000925072 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 931137888 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20923 FILM NUMBER: 98764781 BUSINESS ADDRESS: STREET 1: 9305 S W GEMINI DRIVE CITY: BEAVERTON STATE: OR ZIP: 97008 BUSINESS PHONE: 5036439281 MAIL ADDRESS: STREET 1: 9305 S W GEMINI DRIVE CITY: BEVERTON STATE: OR ZIP: 97008 8-K 1 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 DECEMBER 7, 1998 Date of Report (date of earliest event reported) SUMMIT DESIGN, INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) DELAWARE 000-20923 93-1137888 - -------------------------------------------------------------------------------- (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification No.) incorporation or organization) 9305 S.W. GEMINI DRIVE BEAVERTON, OREGON 97008 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) Registrant's telephone number, including area code: (503) 643-9281 - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS On December 7, 1998, Summit Design, Inc. issued the press release attached hereto as Exhibit 99.1, which is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. 99.1 Press Release dated December 7, 1998. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Summit Design, Inc. Dated: December 7, 1998 By: /s/ C. Albert Koob ----------------------------------- C. Albert Koob Chief Financial Officer INDEX TO EXHIBITS Exhibit Number Description of Document ------- ----------------------- 99.1 Press Release dated December 7, 1998. EX-99.1 2 EXHIBIT 99.1 SUMMIT DESIGN, INC. UPDATES STATUS OF PROPOSED ORCAD MERGER BEAVERTON, ORE. -- DECEMBER 7, 1998 -- Summit Design, Inc. (Nasdaq: SMMT) today announced that it is in the process of responding to comments received from the Securities and Exchange Commission ("SEC") relating to its registration statement filed in connection with Summit's proposed acquisition of OrCAD, Inc. Some of the SEC comments relate to the accounting treatment of Summit's acquisition of Simulation Technologies Corp. ("SimTech") in the third quarter of 1997. That treatment resulted in a charge to earnings of $19.9 million in the third quarter of 1997. The accounting treatment of the SimTech acquisition, including the write-off of in-process research and development, and the valuation of certain consideration paid to SimTech shareholders, was in accordance with established accounting practice and based upon valuations provided by Summit's public accountants and an independent financial advisor. However, the Securities and Exchange Commission has recently provided additional guidance on the determination of in-process research and development write-offs. In addition, the Securities and Exchange Commission has commented on the possible contingent nature of a portion of the consideration paid to SimTech shareholders. In light of the Securities and Exchange Commission's current views, Summit believes that it will be required to revise the accounting treatment for the SimTech acquisition. The revised accounting treatment would not impact Summit's cash or liquidity position. However, such accounting treatment would result in a material increase in recorded intangible assets and related amortization expense associated with the SimTech acquisition and could affect the recognition of certain consideration paid to SimTech shareholders and would, therefore, have a material adverse impact on Summit's operating expenses and earnings in the quarters subsequent to the acquisition and in future quarters.(1) Until the Securities and Exchange Commission's - ----------------------------- (1) This statement is a forward-looking statement within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Summit will not know the extent to which it will have to revise its accounting treatment until completion of its own analysis and of discussions with the Securities and Exchange Commission. comments have been resolved, Summit will not be able to quantify the extent of the restatement of financial statements. However, any such adjustments would be noncash charges and would not affect Summit's cash or liquidity position. Due to the timing of responding to comments received from the Securities and Exchange Commission, Summit expects that its proposed acquisition of OrCAD, Inc. will close in the first quarter of 1999.(2) Summit Design, Inc. is a leading international supplier of engineering software products in the areas of high-level design creation, analysis and verification. The world's top electronics companies use Summit products to increase engineering productivity, reduce development time and improve the quality of their products. Summit is located at 9305 S.W. Gemini Drive, Beaverton, Ore., 97008; (503) 643-9281. Contact: Summit Design, Inc., Al Koob 503/643-9281 - ------------------------- (2) This statement is a forward-looking statement within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. The closing of the proposed acquisition of OrCAD, Inc. is subject to the approval of OrCAD's and Summit's stockholders and other conditions to closing which are discussed in Summit's Registration Statement on Form S-4. There can be no assurance as to when or if the closing will occur. -----END PRIVACY-ENHANCED MESSAGE-----