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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
October 27, 2000
Date of Report (Date of earliest event reported)
Numerical Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-30005 94-3232104
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
70 W. Plumeria Drive
San Jose, California 95134
(Address of principal executive offices)
(408) 919-1920
(Registrant's telephone number, including area code
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Item 2.
On October 27, 2000, pursuant to the Agreement and Plan of Amalgamation,
dated as of September 5, 2000 (the "Amalgamation Agreement"), by and among
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, Amalgamation Sub, ML
Holdco and Cadabra were amalgamated (the "Amalgamation") to form a new Nova
Scotia company ("Amalco"). Amalco is now an indirect subsidiary of Numerical.
In the Amalgamation, each Cadabra Common Share, Series A Preference Share and
Series B Preference Share (collectively, the "Cadabra Capital Stock") was
exchanged for 0.1745 Class A Shares of Amalco. These Class A Shares of Amalco
were subsequently reorganized and exchanged for exchangeable shares of Amalco
(the "Exchangeable Shares"). The Exchangeable Shares were 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.
A copy of the press release issued by Numerical announcing the completion
of the Amalgamation is attached as an exhibit hereto and is incorporated by
reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired
The required financial information of Cadabra will be filed by
Numerical by amendment within the prescribed time period.
(b) Pro Forma Financial Information
The required pro forma financial information will be filed by
Numerical by amendment within the prescribed time period.
(c) Exhibits
Press release by Numerical, dated October 31, 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: November 2, 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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99.1 Press Release by Numerical, dated October 31, 2000
