-----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, W1XRrV/q+AISfneEO613dKB1p7HEPsw63VNm3xkf0gqpLrlYKPArkE3ZLzuSGWwq RgQ13oIlz4SvBfoYkESpiw== 0000950123-10-048747.txt : 20100513 0000950123-10-048747.hdr.sgml : 20100513 20100513070957 ACCESSION NUMBER: 0000950123-10-048747 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100512 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100513 DATE AS OF CHANGE: 20100513 FILER: 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: 1229 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10606 FILM NUMBER: 10826261 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 8-K 1 f55869e8vk.htm FORM 8-K e8vk
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UNITED STATES
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): May 12, 2010
CADENCE DESIGN SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
         
Delaware
(State or Other Jurisdiction
of Incorporation)
  000-15867
(Commission File Number)
  77-0148231
(I.R.S. Employer
Identification No.)
     
2655 Seely Avenue, Building 5    
San Jose, California   95134
(Address of Principal Executive Offices)   (Zip Code)
(408) 943-1234
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


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Item 1.01. Entry into a Material Definitive Agreement
Item 5.07. Submissions of Matters to a Vote of Security Holders
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EX-99.01


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Item 1.01. Entry into a Material Definitive Agreement.
On May 12, 2010 (the “Effective Date”), Cadence Design Systems, Inc. (“Cadence”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire Denali Software, Inc. (“Denali”). Pursuant to the terms and subject to the conditions of the Merger Agreement, a wholly owned subsidiary of Cadence will merge with and into Denali (the “Merger”), with Denali continuing as the surviving corporation and a wholly-owned subsidiary of Cadence after the Merger.
The total consideration payable to Denali equity holders is equal to $315,000,000. The total consideration amount will be decreased by specified expense amounts and also may be decreased if the amount of Denali’s cash and cash equivalents on the closing date of the Merger is less than $50,000,000, as determined in accordance with and for purposes of the Merger Agreement, including adjustments for certain permitted transaction expenses or other expenses related to the Merger, or if such Merger-related expenses exceed specified limits (the total consideration amount as adjusted, the “Merger Consideration”). Denali is expected to have approximately $45,000,000 in actual cash on the closing date of the Merger.
At the time the Merger becomes effective (the “Effective Time”), each share of Denali common stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive an amount of cash equal to the total consideration divided by the fully-diluted number of shares of Denali common stock as calculated pursuant to the Merger Agreement (the “Per Share Amount”) and each option to purchase Denali common stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive an amount of cash equal to the Per Share Amount minus the applicable per share option exercise price. Cash payable with respect to unvested options and shares will continue to vest in accordance with their terms. Fifteen percent of the Merger Consideration will be deposited in an escrow account for a period of 18 months after the Effective Time, as security for indemnification claims Cadence may have under the Merger Agreement.
The closing of the Merger is subject to various conditions, including regulatory approvals and other customary closing conditions. The Merger Agreement may be terminated by either Cadence or Denali upon the occurrence of certain events, including if the Merger has not closed by August 13, 2010, which may automatically be extended to November 13, 2010, if certain conditions are satisfied, or by written consent of both Cadence and Denali.
On the Effective Date, certain shareholders of Denali delivered written consents to Denali approving the transactions contemplated by the Merger Agreement.
Item 5.07. Submissions of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders held on May 12, 2010, the stockholders of Cadence voted on the following matters, which are described in detail in Cadence’s Proxy Statement filed with the Securities and Exchange Commission on March 26, 2010:
  1.   A proposal to elect seven (7) directors of Cadence to serve until the 2011 Annual Meeting of Stockholders and until their successors are elected and qualified, or until such director’s earlier death, resignation or removal, was approved as set forth below.
                                 
                            Broker  
Nominee   For     Against     Abstain     Non-Votes  
Donald L. Lucas
    167,430,787       32,687,038       2,689,484       40,559,157  
Dr. Alberto Sangiovanni-Vincentelli
    195,742,050       4,438,867       2,626,392       40,559,157  
George M. Scalise
    180,628,127       19,459,739       2,719,443       40,559,157  
Dr. John B. Shoven
    180,071,710       20,131,368       2,604,231       40,559,157  
Roger S. Siboni
    193,687,472       6,478,633       2,641,204       40,559,157  
John A.C. Swainson
    197,118,122       2,962,475       1,726,712       40,559,157  
Lip-Bu Tan
    190,512,950       9,654,288       2,640,071       40,559,157  

 


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  2.   A proposal to ratify the selection of KPMG LLP as Cadence’s independent registered public accounting firm for the fiscal year ending January 1, 2011 was approved as set forth below.
             
For   Against   Abstain   Broker Non-Votes
237,952,195
  2,527,018   2,887,253   0
Item 9.01. Financial Statements and Exhibits.
(d)   Exhibits
     
Exhibit No.   Description
99.01
  Press Release issued by Cadence Design Systems, Inc. on May 13, 2010.

 


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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: May 13, 2010
         
  CADENCE DESIGN SYSTEMS, INC.
 
 
  By:   /s/ James J. Cowie    
    James J. Cowie   
    Senior Vice President, General Counsel and Secretary   
 

 


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EXHIBIT INDEX
     
Exhibit No.   Description
99.01
  Press Release issued by Cadence Design Systems, Inc. on May 13, 2010.

 

EX-99.01 2 f55869exv99w01.htm EX-99.01 exv99w01
Exhibit 99.01
CADENCE TO ACQUIRE DENALI
Complementary Transaction Supports Cadence’s EDA360 Vision
SAN JOSE and SUNNYVALE, Calif. — May 13, 2010 — Cadence Design Systems, Inc. (Nasdaq: CDNS), a leader in global electronic design innovation, and Denali Software, Inc., a leading provider of electronic design automation (EDA) software and intellectual property (IP), today announced that the companies have entered into a definitive merger agreement under which Cadence will acquire Denali for $315 million in cash. Denali is expected to have approximately $45 million in cash at closing. In alignment with its EDA360 strategy, this transaction expands Cadence’s solution portfolio to deliver efficient and cost-effective system component modeling and IP integration. The transaction was unanimously approved by the Cadence and Denali Boards of Directors.
“Denali’s strengths in Memory Models, Design IP, and Verification IP accelerate the execution of Cadence’s recently announced EDA360 vision, creating new opportunities for the company,” said Lip-Bu Tan, president and chief executive officer of Cadence. “We are excited to welcome Denali’s talented employees and look forward to delivering the value inherent in this combination.”
“Bringing our two companies together provides a path for future growth, as well as expanded opportunities for our customers and employees,” said Sanjay Srivastava, president and chief executive officer of Denali. “Cadence is a leader in global electronic design and is the right match for Denali and its employees. I am personally excited to be a part of the Cadence team and to help realize the EDA360 vision.”
EDA360 centers on three components: (1) System Realization — the development of a complete hardware/software platform with all of the capabilities needed to begin applications development and deployment; (2) SoC Realization — the development of a single system on chip (SoC), including silicon IP and “bare-metal” software; and (3) Silicon Realization — everything required to get a design into silicon, including the creation and integration of large digital, analog, and mixed-signal IP blocks.
The merger will accelerate the delivery of the solutions outlined in this vision:
    Denali’s memory models provide system component modeling and verification capabilities required in System Realization.
 
    Denali’s Design IP products enhance the Cadence Open Integration Platform required in SoC Realization.
 
    Denali’s ease-of-use and well-established support of third-party simulators by its Verification IP (VIP), coupled with the focus on metric-driven and compliance management of Cadence’s VIP, make this combination highly complementary and necessary for SoC Realization, and enable Cadence to expand its third-party simulation support.
Cadence intends to finance the transaction with available cash. The transaction is expected to be accretive to Cadence’s fiscal year 2011 earnings per share.

 


 

For more information, see the Question and Answer document on the Cadence website at www.cadence.com/cadence/investor_relations/Documents/DenaliQA.pdf.
Audio Webcast Scheduled
Lip-Bu Tan, Cadence’s president and chief executive officer, and Kevin S. Palatnik, Cadence’s senior vice president and chief financial officer, will host an audio webcast to discuss the merger on May 13, 2010, at 5:30 a.m. (Pacific) / 8:30 a.m. (Eastern). Attendees are asked to register at the Web site at least 10 minutes prior to the scheduled webcast. An archive of the webcast will be available starting May 13, 2010 at 8:30 a.m. (Pacific) and ending May 20, 2010 at 8:30 a.m. (Pacific). Webcast access is available at www.cadence.com/company/investor_relations.
About Cadence
Cadence enables global electronic design innovation and plays an essential role in the creation of today’s integrated circuits and electronics. Customers use Cadence software and hardware, methodologies, and services to design, verify, and implement advanced semiconductors, consumer electronics, networking and telecommunications equipment, and computer systems. The company is headquartered in San Jose, California, with sales offices, design centers, and research facilities around the world to serve the global electronics industry. More information about the company, its products, and services is available at www.cadence.com.
About Denali
Denali is a world-leading provider of electronic design automation (EDA) tools, intellectual property (IP), software and design platforms for system-on-chip (SoC) design and verification. Denali delivers the industry’s most widely-used solutions for deploying PCI Express, USB, NAND Flash and DDR SDRAM subsystems in electronic designs. Developers use Denali’s EDA, IP products, and services to simplify design, reduce risk, and accelerate time-to-market for their complex SoC designs. Founded in 1995, Denali is headquartered in Sunnyvale, California and serves the global electronics industry with direct sales and support offices in North America, Europe, Japan, and Asia. www.denali.com.
The statements contained above regarding when Cadence expects to complete the transaction and when it expects the transaction to be accretive, as well as the statements by Lip-Bu Tan, Cadence president and chief executive officer, Kevin S. Palatnik, Cadence senior vice president and chief financial officer, and Sanjay Srivastava, Denali president and chief executive officer, include forward-looking statements based on current expectations or beliefs, as well as a number of preliminary assumptions about future events that are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Readers are cautioned not to put undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number of risks, uncertainties and other factors, many of which are outside Cadence’s control, including, among others: (i) failure or inability to consummate the merger, effects of the merger on Cadence’s financial results, the effect of regulatory approvals, the difficulty in determining the fair value of Denali, the results of an audit of Denali’s financial statements, the potential inability to successfully operate or integrate Denali’s business, including the potential inability to retain customers, key employees or vendors; (ii) the effect of the announcement of the merger on Cadence’s and Denali’s respective businesses, including the possibility that the announcement

 


 

may result in delays in customers purchases of products or services; (iii) Cadence’s ability to compete successfully in the electronic design automation product and the commercial electronic design and methodology services industries; (iv) Cadence’s ability to successfully complete and realize the expected benefits of the previously disclosed restructurings without significant unexpected costs or delays, and the success of Cadence’s other efforts to improve operational efficiency and growth; (v) the mix of products and services sold and the timing of significant orders for Cadence’s products, and its shift to a ratable license structure, which may result in changes in the mix of license types; (vi) change in customer demands, including the possibility that the previously disclosed restructurings and other efforts to improve operational efficiency could result in delays in customers’ purchases of products and services; (vii) economic and industry conditions in regions in which Cadence and Denali do business; (viii) fluctuations in rates of exchange between the U.S. dollar and the currencies of other countries in which Cadence does business; (ix) capital expenditure requirements, legislative or regulatory requirements, interest rates and Cadence’s ability to access capital and debt markets; (x) the effects of the previously disclosed restructurings and other efforts to improve operational efficiency on Cadence’s business, including its strategic and customer relationships, ability to retain key employees and stock prices; (xi) events that affect the reserves Cadence may take from time to time with respect to accounts receivable, taxes, litigation or other matters; and (xii) the effects of any litigation or other proceedings to which Cadence is or may become a party.
For a detailed discussion of these and other cautionary statements related to our business, please refer to Cadence’s filings with the Securities and Exchange Commission. These include Cadence’s Annual Report on Form 10-K for the year ended January 2, 2010, Cadence’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2010 and Cadence’s future filings.
Cadence Contacts:
Investors and Shareholders
Jennifer Jordan
408-944-7100
Media
Lynne Cox
408-944-7669
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