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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 12, 2000
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Unigraphics Solutions Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-14155 75-2728894
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification Number)
Incorporation)
13736 Riverport Drive, Maryland Heights, Missouri 63043
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 314-344-5900
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 5, 2000, Unigraphics Solutions Inc., a Delaware
corporation ("Parent"), UGS Acquisition Corporation, a Delaware corporation and
a wholly owned subsidiary of Parent ("Purchaser"), and Engineering Animation,
Inc., a Delaware corporation (the "Company") entered into an Agreement and Plan
of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement, on
September 13, 2000, Purchaser commenced a cash tender offer for all outstanding
shares of the Company's common stock, par value $.01 per share (the "Common
Stock") and the related rights to purchase shares of the Series A Junior
Participating Preferred Stock of the Company issued pursuant to the Company
Rights Plan, dated as of January 1, 1996 by and between the Company and First
Chicago Trust Company of New York, as Rights Agent, for a price of $13.75 net
per share upon the terms and conditions set forth in the Offer to Purchase dated
September 13, 2000 and the related Letter of Transmittal (which, together with
any amendments or supplements thereto, constituted the "Offer"). Purchaser
acquired approximately 10,896,929 shares of Common Stock pursuant to the Offer,
which expired on October 11, 2000. The acquired shares represented more than 90%
of the Company's outstanding Common Stock.
On October 23, 2000, Purchaser merged with and into the Company (the
"Merger") pursuant to the Merger Agreement without a vote of the Company's
shareholders in accordance with Section 253 of the Delaware General Corporation
Law. Following the Merger, the Company continued as the surviving corporation
and became a wholly owned subsidiary of Parent, and the separate corporate
existence of Purchaser ceased. As of the effective time of the Merger, each
share of Common Stock then outstanding (other than shares held by the Company or
any of its subsidiaries, Parent or Purchaser) was canceled and converted
automatically into the right to receive $13.75 per share, net to the seller in
cash, without interest thereon. The Company's Common Stock, previously traded on
the Nasdaq National Market under the symbol "EAII," was deregistered following
the Merger.
The total amount of funds required to purchase all of the outstanding
Common Stock was approximately $166,157,858. Purchaser obtained all funds needed
for the Offer and the Merger through advances made by Parent. Parent obtained
the funds for such advances from borrowings under the Intercompany Credit
Agreement dated as of January 1, 1998, as amended on September 1, 2000, between
Parent and Electronic Data Systems Corporation, a Delaware corporation and
Parent's controlling shareholder ("EDS").
The terms of the Offer and the Merger and the relationships between the
Company and Purchaser, Parent and EDS, and the Company and the respective
directors and executive officers of Purchaser, Parent and EDS, were described in
the Offer to Purchase dated September 13, 2000 filed as an exhibit to the
Schedule TO (File No. 005-48517) filed by Purchaser, Parent and EDS, which is
incorporated herein by reference. The terms of the Offer and the Merger were
established through arm's length negotiations between Purchaser, Parent and the
Company.
The Company is the leader in Internet-enabled visual process
management, collaboration, analysis and communication solutions for extended
manufacturing enterprises.
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The Company's solutions, which include e-Vis(TM) (www.e-vis.com), Open
Enterprise Visualization(TM) and Virtual Factory, help manufacturing companies
drive down costs while improving business practices, efficiency, quality and
time-to-market. The Company maintains its corporate headquarters and technology
center in Ames, Iowa, and has offices worldwide. Parent intends to use property,
plant and equipment acquired pursuant to the Merger to continue the Company's
business as described above.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
Financial statements required by this Item 7 are not included in this
initial report on Form 8-K. Such financial statements will be filed by
amendment not later than December 25, 2000.
(b) Pro Forma Financial Information
Pro forma financial information required by this Item 7 are not
included in this initial report on Form 8-K. Such pro forma financial
information will be filed by amendment not later than December 25,
2000.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated as of September
5, 2000, by and among Parent, Purchaser and the
Company, incorporated herein by reference to Exhibit
(d)(1) to the Schedule TO (File No. 005-48517) filed
by Parent and Purchaser on September 13, 2000.*
99.1 Offer to Purchase dated September 13, 2000, filed as
Exhibit (a)(1)(A) to the Schedule TO (File No.
005-48517) filed by Parent and Purchaser on September
13, 2000.
* The registrant hereby undertakes to furnish supplementally a copy of
any omitted schedule to this Agreement to the Securities and Exchange
Commission upon request.
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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.
Unigraphics Solutions Inc.
(Registrant)
Date: October 27, 2000 By: /s/ Douglas E. Barnett
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Name: Douglas E. Barnett
Title: Vice President, Chief Financial
Officer
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