ASPEC TECHNOLOGY INC
8-K, 1999-02-10
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<PAGE>   1
                                  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)

                                February 10, 1999


                             ASPEC TECHNOLOGY, INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


                                    Delaware
                 ----------------------------------------------
                 (State or other jurisdiction of incorporation)

<TABLE>
<S>                                         <C>
     000-22565                                          77-0298386
- ---------------------                       ------------------------------------                               
(Commission File No.)                       (IRS Employer Identification Number)
</TABLE>

                             830 East Arques Avenue
                           Sunnyvale, California 94086
                    ----------------------------------------
                    (Address of principal executive offices)


                                 (408) 774-2199
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

<PAGE>   2

Item 5.   Other Events.

     The purpose of this filing is to file the Registrant's revised Condensed
Consolidated Statements of Cash Flows for the fiscal quarter ended August 31,
1998, which have been revised to correct computational errors. The Condensed
Consolidated Statements of Cash Flows were originally filed with the
Registrant's Quarterly Report on Form 10-Q for the fiscal quarter ended August
31, 1998.

Item 7.   Exhibits.

          (c)  Exhibits.

               Ex. 99.1 - Revised Condensed Consolidated Statements of Cash
                          Flows for the fiscal quarter ended August 31, 1998.

                                       2

<PAGE>   3

                                    SIGNATURE


     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.


                                       Aspec Technology, Inc.


Dated: February 10, 1999               By: /s/ Douglas E. Klint
                                           --------------------------------
                                           Douglas E. Klint,
                                           Chief Executive Officer

                                       3

<PAGE>   4

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit Number      Description
- --------------      -----------
<S>                 <C>
     99.1           Revised Condensed Consolidated Statements of Cash Flows
                    for fiscal quarter ended August 31, 1998.
</TABLE>


                                       4

<PAGE>   1
                                                                    EXHIBIT 99.1


                             ASPEC TECHNOLOGY, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (IN THOUSANDS, UNAUDITED)

<TABLE>
<CAPTION>
                                                                                          NINE MONTHS ENDED
                                                                                     AUGUST 31,      AUGUST 31,
                                                                                       1998            1997
<S>                                                                                  <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                                         (559)            503
Adjustments from operating activities:
    Write-off of purchased technology                                                      700
    Depreciation and amortization                                                        2,376           1,114
    Deferred Income taxes                                                                 (796)           (631)
    Stock compensation expense                                                              57              94
    Changes in assets and liabilities
       Accounts receivable:
          Billed                                                                        (1,204)           (476)
          Unbilled                                                                      (3,021)           (762)
       Prepaid expenses and other assets                                                  (885)           (476)
       Inventory                                                                           (13)             --
       Accounts payable                                                                  2,986             311
       Accrued liabilities                                                                 (67)           (112)
       Income taxes payable                                                                 40          (3,439)
       Customer advances                                                                  (296)          2,035
                                                                                     ----------      ----------
       NET CASH PROVIDED (USED FOR) BY OPERATING ACTIVITIES:                              (682)         (1,839)
                                                                                     ----------      ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchases of property and equipment                                                 (9,372)         (2,522)
    Cash spent, net of cash acquired in purchase of SIS Microelectronics                    26              --
    Purchase of Non-Marketable Equity                                                     (916)
                                                                                     ----------      ----------
       NET CASH PROVIDED (USED FOR) BY INVESTING ACTIVITIES:                           (10,262)         (2,522)
                                                                                     ----------      ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Sale of common stock                                                                72,217              --
    Redemption of redeemable preferred stock                                           (18,495)             --
    Repayment of borrowings                                                               (314)             --
    Repurchase of common stock                                                              (8)             --
    Collection of stockholder notes receivable                                             101              95
                                                                                     ----------      ----------
       NET CASH PROVIDED (USED FOR) BY FINANCING ACTIVITIES                             53,501              95
                                                                                     ----------      ----------

Net increase (decrease) in cash and equivalents                                         42,557          (4,266)
Cash and equivalents, beginning of period                                                2,524           6,341
                                                                                     ----------      ----------
CASH AND EQUIVALENTS, END OF PERIOD                                                     45,081           2,075
                                                                                     ==========      ==========

Supplemental disclosure of cash flow information:
    Cash paid for income taxes                                                           1,101           4,392
                                                                                     ==========      ==========
    Accretion of redeemable preferred stock                                              4,328             813
                                                                                     ==========      ==========
    Long term payable for acquisition of equipment                                       1,000
                                                                                     ==========      ==========

The Company purchased all of the capital stock of SIS Microelectronics for Aspec
stock of $4,000,000 plus transaction costs of $148,000.  In conjunction with the
acquisition, assets acquired and liabilities assumed were as follows:

Fair value of assets acquired, including purchased technology                            4,390
Liabilities assumed                                                                        942
                                                                                     ----------
    Net assets acquired                                                                  3,448
    Purchased technology, expensed                                                         700
                                                                                     ----------
       Purchase price                                                                    4,148
                                                                                     ==========
</TABLE>


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