-----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, Gl3bDh0x3he1tW4rEw7pMHLRcFmQ/kZognJReQsyeSw3+0ZIty+M50GV8DXuaw3G m3q078VcQ1JphrPZGwevOA== 0000912057-00-016929.txt : 20000410 0000912057-00-016929.hdr.sgml : 20000410 ACCESSION NUMBER: 0000912057-00-016929 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20000323 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000407 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INNOVEDA 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: 596513 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 FORMER COMPANY: FORMER CONFORMED NAME: SUMMIT DESIGN INC DATE OF NAME CHANGE: 19960514 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 Date of Report (Date of Earliest Event Reported): March 23, 2000 INNOVEDA, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 000-20923 93-1137888 --------------------------- -------------------------------------- (Commission File Number) (IRS Employer Identification No.) 293 Boston Post Road West, Marlboro, Massachusetts 01752 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (508) 480-0881 - -------------------------------------------------------------------------------- Registrant's Telephone Number, Including Area Code Summit Design, Inc., 9305 S.W. Gemini Drive, Beaverton, Oregon 97008 - -------------------------------------------------------------------------------- (Former Name or Address, if Changed Since Last Report) PRELIMINARY NOTE On March 23, 2000 a change in control of the Registrant occurred at the effective time (the "Effective Time") of the merger contemplated by that certain Agreement and Plan of Reorganization dated as of September 16, 2000 (the "Reorganization Agreement") by and among the Registrant, Hood Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Registrant ("Merger Sub"), and Viewlogic Systems, Inc., a Delaware corporation ("Viewlogic"). At the Effective Time, Merger Sub merged with and into Viewlogic with Viewlogic surviving as a wholly owned subsidiary of the Registrant (the "Merger"). In connection with the Merger, the Registrant changed its name to Innoveda, Inc. The Merger occurred following (i) the approval and adoption by the stockholders of Viewlogic at a special meeting of such stockholders on March 20, 2000 of the Reorganization Agreement and the transactions contemplated thereby, including the Merger, (ii) the approval by the stockholders of the Registrant at a special meeting of such stockholders on March 20, 2000 of the issuance of Common Stock (as defined herein) in connection with the Merger and amendments to the Registrant's Amended and Restated Certificate of Incorporation to both increase the number of shares of Common Stock authorized for issuance by the Registrant by 20.0 million shares to 50.0 million shares and to change the Registrant's name to Innoveda, Inc. and (iii) the satisfaction of certain other closing conditions. Pursuant to the terms of the Reorganization Agreement, at the Effective Time, the shares of capital stock of Viewlogic issued and outstanding immediately prior to the Effective Time were automatically converted into the right to receive (i) shares of the Registrant's common stock, $0.01 par value per share (the "Common Stock"), based upon an exchange ratio of 0.67928 of a share of Common Stock for each share of Viewlogic's capital stock (the "Exchange Ratio"), plus (ii) cash in lieu of any fractional shares of Common Stock, based on the then-fair market value of the Common Stock. In addition, at the Effective Time all options to purchase Viewlogic's capital stock then outstanding under Viewlogic's stock plans were assumed by the Registrant with appropriate adjustments, based upon the Exchange Ratio, to both the exercise price thereof and the number of shares for which such options are exercisable. The terms of the Reorganization Agreement were the result of arm's-length negotiations among the parties thereto. As a result of the above-described conversion of Viewlogic's then-outstanding capital stock at the Effective Time, the former holders of Viewlogic's capital stock now hold approximately 51% of the shares of Common Stock. Additional information relating to (i) the stockholders of both Viewlogic and the Registrant, (ii) the respective beneficial ownership of Common Stock of certain of such stockholders, (iii) the management, including directors and executive officers of the Registrant as of the Effective Time and (iv) the Reorganization Agreement and the transactions contemplated thereby, including the Merger, were all previously reported in the Registrant's Registration Statement on Form S-4 (Commission File No. 333-89491) (the "Registration Statement") and pursuant to General Instruction B. 3 of Form 8-K are not additionally reported herein. The Merger is intended to be a reorganization within the meaning of Section 386 of the Internal Revenue Code of 1986, as amended, and to be accounted for as a purchase. The Merger is being accounted for under the purchase method of accounting. As the former stockholders of Viewlogic now hold a controlling interest in the Registrant, for accounting purposes, the acquisition is a "reverse acquisition" and Viewlogic is the "accounting acquirer". As Viewlogic was the accounting acquirer, its accounts being recorded at historical cost and the assets and liabilities of the Registrant being recorded at their estimated fair value as of the closing date. Viewlogic offers productivity enhancing software and services for the electronic design automation market. The Registrant currently intends to continue to use the tangible assets of Viewlogic constituting plant, equipment or other physical property substantially in the same manner in which they were used by Viewlogic immediately prior to the Merger. Additional information relating to the Reorganization Agreement and the transactions contemplated thereby, including the Merger, is included in the Registrant's Registration Statement. This Current Report on Form 8-K contains forward-looking statements which reflect the Registrant's current judgment on certain issues, including the tax and accounting effects of the Merger and the Registrant's use of the assets and businesses acquired by it in the Merger. Because these statements apply to future events, they are subject to risks and uncertainties that could cause the actual results to differ materially. Important factors which could cause actual results to differ materially include the ability of the Registrant to successfully integrate the businesses of Viewlogic with its businesses, the volatility of Innoveda's quarterly results and the impact of financial charges related to the business combination of Viewlogic and the Registrant, the intense competition the Registrant faces, the Registrant's ability to develop new products, and the other risks described in the Registration Statement and in the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, on file with the Securities and Exchange Commission, which factors are incorporated herein by reference. ITEM 1. CHANGES IN CONTROL OF REGISTRANT. The disclosure required by Item 1 of Form 8-K is set forth in the Preliminary Note to this Current Report on Form 8-K. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. The disclosure required by Item 2 of Form 8-K is set forth in the Preliminary Note to this Current Report on Form 8-K. ITEM 5. OTHER INFORMATION. The Registrant is reporting herein the following financial information of Viewlogic for each of the three month periods ending April 3, 1999, July 3, 1999 and October 2, 1999. The following information should be read together with the consolidated audited financial statements of Viewlogic Systems, Inc. and subsidiaries for the year ended January 1, 2000, which financial statements the Registrant will file under Item 7 hereof not later than 60 days after this Current Report on Form 8-K is due by an amendment hereto. STATEMENTS OF REVENUES AND EXPENSES CONSOLIDATED STATEMENTS OF OPERATIONS YEAR ENDED JANUARY 1, 2000
- ---------------------------------------------------------------------------------------------------------------- Three Months Ended, ------------ ------------ ------------ ------------- April 3, July 3, October 2, January 1, 1999 1999 1999 2000 ------------ ------------ ------------ ------------- REVENUE: Software $ 6,534 $ 6,565 $ 6,008 $ 4,746 Services and other 7,450 6,683 7,577 7,936 ------------ ------------ ------------ ------------- Total revenue 13,984 13,248 13,585 12,682 ------------ ------------ ------------ ------------- COSTS AND EXPENSES: Cost of software 1,366 1,371 1,766 1,483 Cost of services 1,549 1,608 1,514 1,716 Selling and marketing 5,578 5,651 5,334 5,916 Research and development 2,690 2,788 2,902 2,942 General and administrative 994 1,025 996 927 Amortization of intangibles 30 90 234 316 Amortization of stock compensation 122 123 139 147 ------------ ------------ ------------ ------------- Total operating expenses 12,329 12,656 12,885 13,447 ------------ ------------ ------------ ------------- INCOME (LOSS ) FROM OPERATIONS 1,655 592 700 (765) ------------ ------------ ------------ ------------- OTHER INCOME (EXPENSE): Interest income 56 7 24 14 Interest expense (351) (304) (326) (358) Other, net, principally foreign exchange losses (45) 11 (244) (126) ------------ ------------ ------------ ------------- Other income (expense), net (340) (286) (546) (470) ------------ ------------ ------------ ------------- INCOME (LOSS) BEFORE INCOME TAXES 1,315 306 154 (1,235) PROVISION (BENEFIT) FOR INCOME TAXES 575 171 (38) (427) ------------ ------------ ------------ ------------- NET INCOME (LOSS) $ 740 $ 135 $ 192 $ (808) ============ ============ ============ =============
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The Registrant has not included the financial statements of the business acquired, as described in Item 2 of this Current Report on Form 8-K, and will file such financial statements not later than 60 days after this Current Report on Form 8-K is due by an amendment hereto. (b) PRO FORMA FINANCIAL INFORMATION. The Registrant has not included the pro forma financial information for the transaction described in Item 2 of this Current Report on Form 8-K and will file such pro forma financial information not later than 60 days after this Current Report on Form 8-K is due by an amendment hereto. (c) Exhibits. -2- The Exhibits filed as part of this Current Report on Form 8-K are listed on the Exhibit index immediately preceding such Exhibits, which Exhibit Index is incorporated herein by reference. Documents listed on such Exhibit Index, except for documents identified by footnotes, are being filed as exhibits herewith. Documents identified by footnotes are not being filed herewith and, pursuant to Rule 12b-32 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), reference is made to such documents as previously filed as exhibits filed with the Securities and Exchange Commission. The Registrant's file number under the Exchange Act is 000-20923. ITEM 8. CHANGE IN FISCAL YEAR. Prior to the Effective Time, the Registrant had a fiscal year ending on December 31 of each year and Viewlogic had a fiscal year ending on the Saturday closest to December 31 of each year (E.G. Viewlogic's 1999 fiscal year ended on January 1, 2000, the Saturday closest to December 31, 1999). Due to the treatment of the transactions described in the Preliminary Note to this Current Report on Form 8-K as a "reverse acquisition" with viewlogic as the "accounting acquirer", at the Effective Time Viewlogic's financial statements fiscal year became the fiscal year of the Registrant. -23- SIGNATURE Pursuant to the requirements of the Securities Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INNOVEDA, INC. Date: April 7, 2000 By: /s/ Kevin P. O'Brien ---------------------------------- Name: Kevin P. O'Brien Title: Vice President, Finance and Chief Financial Officer EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION 2.1(1) Agreement and Plan of Reorganization by and among the Registrant, Hood Acquisition Corp. and Viewlogic Systems, Inc. 2.2(1) Form of Viewlogic Systems, Inc. Voting Agreement. 3.1 First Amendment to Amended and Restated Certificate of Incorporation of the Registrant. 4.1 Specimen certificate for shares of Common Stock, $0.01 par value per share, of the Registrant.
- --------------- (1) Incorporated herein by reference to the Registrant's Registration Statement on Form S-4 (Commission File No. 333-89491). EX-3.1 2 EXHIBIT 3.1 EXHIBIT 3.1 FIRST AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SUMMIT DESIGN, INC. Summit Design, Inc. (the "CORPORATION"), a corporation organized and existing under the General Corporation Law of the State of Delaware (the "GENERAL CORPORATION LAW"), does hereby certify: FIRST: That the name of the Corporation is Summit Design, Inc. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 29, 1993 SECOND: That this First Amendment to Amended and Restated Certificate of Incorporation amends the Corporation's Certificate of Incorporation and has been adopted and approved in accordance with Section 242 of the General Corporation Law. Stockholder approval of this First Amendment to Amended and Restated Certificate of Incorporation was obtained at a Special Meeting of Stockholders on March 20, 2000. THIRD: That the first article of the Certificate of Incorporation, as heretofore amended, is hereby amended as follows: "FIRST. The name of the corporation is Innoveda, Inc." FOURTH: That the first paragraph of the fourth article of the Certificate of Incorporation, as heretofore amended, is hereby amended as follows: "FOURTH. The corporation is authorized to issue two classes of stock to be designated respectively, "Common Stock" and "Preferred Stock". The total number of shares that the corporation is authorized to issue is Fifty-Five Million (55,000,000) shares, consisting of Fifty Million (50,000,000) shares of Common Stock, par value $0.01 per share, and Five Million (5,000,000) shares of Preferred Stock, par value $0.01 per share." IN WITNESS WHEREOF, the undersigned has executed this First Amendment to Amended and Restated Certificate of Incorporation on March 23, 2000. Summit Design, Inc. By: /s/ WILLIAM V. BOTTS ---------------------------------------------- William V. Botts President and Chief Executive Officer EX-4.1 3 EXHIBIT 4.1 EXHIBIT 4.1 NUMBER [Logo of Innoveda, Inc.] SHARES [INOV ] [ ] INNOVEDA, INC. THIS CERTIFICATE IS TRANSFERABLE CUSIP 45769F 10 2 IN BOSTON, MA OR NEW YORK, NY INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS AND A STATEMENT OF RIGHTS AND RESTRICTIONS ON SHARES THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.01 PAR VALUE, OF INNOVEDA, INC. TRANSFERABLE ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE PROPERLY ENDORSED OR ASSIGNED. THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE ISSUED AND HELD SUBJECT TO THE LAWS OF THE STATE OF DELAWARE AND TO THE PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND THE BY-LAWS OF THE CORPORATION, ALL AS FROM TIME TO TIME AMENDED, TO WHICH THE HOLDER HEREOF ASSENTS. THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT AND REGISTERED BY THE REGISTRAR. IN WITNESS WHEREOF, INNOVEDA, INC. HAS CAUSED ITS FACSIMILE CORPORATE SEAL AND THE FACSIMILE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS TO BE HEREUNTO AFFIXED. DATED: [SEAL OF Innoveda, Inc.] /s/ Kevin P. O'Brien /s/ William J. Herman TREASURER PRESIDENT COUNTERSIGNED AND REGISTERED: FLEET NATIONAL BANK TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE INNOVEDA, INC. The Corporation is authorized to issue more than one class or series of stock. The Corporation will furnish without charge to each stockholder upon written request a copy of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT-____Custodian_____ TEN ENT - as tenants by the entireties (Cust) (Minor) JT TEN - as joint tenants with right under Uniform Gifts of survivorship to Minors and not as tenants in common Act_________________ COM PROP - as community property (State) UNIF TRF MIN ACT-_______ Custodian (until age ___) _______ under Uniform Transfers (Minor) to Minors Act ___________________ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED ________________________ HEREBY SELL, ASSIGN AND TRANSFER UNTO PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE [ ] - ------------------------------------------- --------------------------------- - -------------------------------------------------------------------------------- PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - ----------------------------------------------------------------------- SHARES OF THE COMMON STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY IRREVOCABLY CONSTITUTE AND APPOINT ---------------------------------------------- - --------------------------------------------------------------------- ATTORNEY TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN-NAMED CORPORATION WITH FULL POWER OF SUBSTITUTION IN THE PREMISES. DATED: _____________________ X_______________________________________ X_______________________________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranted: - ----------------------------------------------------- THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. -----END PRIVACY-ENHANCED MESSAGE-----