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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
September 5, 2000
Date of Report (Date of earliest event reported)
Numerical Technologies, Inc.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 000-30005 94-3232104
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
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70 W. Plumeria Drive
San Jose, California 95134
(Address of principal executive offices)
(408) 919-1910
(Registrant's telephone number, including area code
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Item 2.
On September 5, 2000, Numerical Technologies, Inc., a Delaware corporation
("Numerical"), Numerical Nova Scotia Company, a Nova Scotia unlimited liability
company and wholly owned subsidiary of Numerical ("Numerical ULC"), Numerical
Acquisition Limited, a Nova Scotia limited liability company and wholly owned
subsidiary of Numerical ULC ("Amalgamation Sub"), 3047725 Nova Scotia Limited
("ML Holdco"), Cadabra Design Automation Inc., a Nova Scotia limited liability
company ("Cadabra"), Martin Lefebvre, an individual, and Faysal Sohail, an
individual, entered into an Agreement and Plan of Amalgamation (the
"Amalgamation Agreement"). Pursuant to the Amalgamation Agreement, Cadabra, ML
Holdco and Amalgamation Sub will be amalgamated (the "Amalgamation") to form a
new Nova Scotia company ("Amalco") and the separate corporate existence of
Cadabra, ML Holdco and Amalgamation Sub will cease to exist. The Amalgamation
will result in Amalco becoming an indirect subsidiary of Numerical.
Under the Amalgamation, each Cadabra Common Share, Series A Preference
Share and Series B Preference Share (collectively, the "Cadabra Capital Stock")
will be exchanged for 0.1745 Class A Shares of Amalco which will, as soon as
practicable after the Amalgamation, be reorganized and exchanged for
exchangeable shares of Amalco (the "Exchangeable Shares") which can generally be
exchanged for shares of Numerical Common Stock. The Exchangeable Shares will be
issued by Amalco and, as nearly as practicable, will be the economic equivalent
of Numerical Common Stock. The Exchangeable Shares will generally be
exchangeable into Numerical Common Stock at the option of the holder, on a one-
for-one basis.
In connection with the Amalgamation, approximately 76% of the holders of
the outstanding Cadabra Capital Stock have entered into voting agreements
whereby such holders have agreed to vote in favor of the Amalgamation, the
Amalgamation Agreement and the transactions contemplated therein. The
Amalgamation is subject to customary closing conditions and is scheduled to
close by October 1, 2000.
A copy of the Amalgamation Agreement is attached hereto as Exhibit 2.1 and
incorporated herein by reference in its entirety.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. To be filed as soon as
practicable.
(b) Pro Forma Financial Information. To be filed as soon as
practicable.
(c) Exhibits
Exhibit Number Description
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2.1 Agreement and Plan of Amalgamation, dated as of
September 5, 2000, by and among Numerical
Technologies, Inc., Numerical Nova Scotia Company,
Numerical Acquisition Limited, 3047725 Nova Scotia
Limited, Cadabra Design Automation Inc., Martin
Lefebvre, and Faysal Sohail.
99.1 Press Release dated as of September 5, 2000.
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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.
NUMERICAL TECHNOLOGIES, INC.
Dated: September 15, 2000
By: /s/ Yagyensh C. Pati
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Yagyensh C. Pati
President and
Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Description
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2.1 Agreement and Plan of Amalgamation, dated as of
September 5, 2000, by and among Numerical
Technologies, Inc., Numerical Nova Scotia
Company, Numerical Acquisition Limited, 3047725
Nova Scotia Limited, Cadabra Design Automation
Inc., Martin Lefebvre, and Faysal Sohail.
99.1 Press Release dated as of September 5, 2000.
