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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): DECEMBER 18, 2000
MECHANICAL DYNAMICS, INC.
(Exact name of Registrant as Specified in Its Charter)
MICHIGAN 0-20679 38-2163045
(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation) Identification No.)
2300 Traverwood Drive, Ann Arbor, Michigan 48105
(Address of Principal Executive Offices) (Zip Code)
(734)-994-3800
(Registrant's Telephone Number, Including Area Code)
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ITEM 2. ACQUISITIONS AND DISPOSITIONS OF ASSETS
In December 2000, Mechanical Dynamics, Inc. (the "Company") acquired ESTECH,
a computer-aided engineering service provider based in Yokohama, Japan, from
Nissan Motor of Japan and Structural Dynamics Research Corporation. The
aggregate purchase price, including acquisition-related costs, was paid entirely
in cash and approximated $8.8 million. The cash required for this transaction
was provided from the Company's existing cash balances. Pursuant to the
agreement, the Company assumed the cash and cash equivalents of ESTECH, which
totaled $4.1 million as of November 30, 2000. The acquisition has been accounted
for under the purchase method of accounting. The excess of the aggregate
purchase price over the fair value of the net assets acquired has been
recognized as goodwill. The operating results of ESTECH will be included in the
Company's consolidated results of operations from the date of acquisition.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
It is impracticable for the Company to file the required two year
financial statements as of the date hereof which are required to be
filed pursuant to Item 7(a) of Form 8-K. The required financial
statements will be filed by amendment to this Report no later than 60
days following the date on which this report on Form 8-K was required
to be filed.
(b) Pro Forma Information
It is impracticable for the Company to file the pro forma financial
information as of the date hereof which are required to be filed
pursuant to Item 7(b) of Form 8-K. The required pro forma financial
information will be filed by amendment to this Report no later than 60
days following the date on which this report on Form 8-K was required
to be filed.
(c) Exhibits
10.1 Share Transfer Agreement dated November 17, 2000 by and among
Mechanical Dynamics, Inc., Nissan Motor Co., Ltd., and Structural
Dynamics Research Corporation.
99.1 Press release, dated November 17, 2000.
99.2 Press release, dated December 18, 2000.
* Certain exhibits and schedules to this Exhibit filed herewith
have been omitted in accordance with Item 601(b)(2) of Regulation
S-K. A copy of any omitted exhibit or schedule will be furnished
to the Commission upon request.
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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, thereunto duly authorized.
Dated: December 28, 2000 MECHANICAL DYNAMICS, INC.
(Registrant)
By: /s/ Michael E. Korybalski
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Michael E. Korybalski
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
By: /s/ David Peralta
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David Peralta
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
10.1 Share Transfer Agreement dated November 17, 2000 by and among
Mechanical Dynamics, Inc., Nissan Motor Co., Ltd., and Structural
Dynamics Research Corporation
99.1 Press release, dated November 17, 2000
99.2 Press release, dated December 18, 2000
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