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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)
April 13, 2000
MOLDFLOW CORPORATION
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(Exact name of registrant as specified in charter)
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<S> <C> <C>
DELAWARE 000-30027 04-340673
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
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91 HARTWELL AVENUE, LEXINGTON, MA 02421
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (781) 674-0085
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ITEM 2. - ACQUISITION OR DISPOSITION OF ASSETS.
On April 13, 2000, Moldflow Corporation completed the acquisition of Advanced
CAE Technology, Inc. (d/b/a C-Mold) ("C-Mold"). Moldflow Corporation paid
$11.0 million in cash for all of the outstanding shares of C-Mold. The
acquisition was described in, and the Agreement and Plan of Merger filed as
an Exhibit to, the Registration Statement on Form S-1 (Registration Statement
No. 333-95289) of Moldflow Corporation, the terms of which are incorporated
herein by reference.
ITEM 7 - FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
See the Consolidated Financial Statements of Advanced CAE Technology, Inc.
included in Amendment No. 4 to Registration Statement on Form S-1,
Registration No. 333-95289 of Moldflow Corporation, filed with the Securities
and Exchange Commission on March 24, 2000, which are incorporated herein by
reference.
(b) Pro Forma Financial Information.
See the Unaudited Pro Forma Combined Financial Information for Moldflow
Corporation included in Amendment No. 4 to Registration Statement on Form
S-1, Registration No. 333-95289 of Moldflow Corporation, filed with the
Securities and Exchange Commission on March 24, 2000, which are incorporated
herein by reference.
(c) Exhibits
2.1 Agreement and Plan of Merger, dated February 11, 2000, by and among
Moldflow Corporation, Moldflow Merger Corp., Advanced CAE Technology, Inc.
("C-Mold") and certain stockholders of C-Mold, incorporated by reference to
Exhibit 2.1 to Amendment No. 1 to Registration Statement No. 333-95289 of
Moldflow Corporation, filed with the Securities and Exchange Commission on
February 11, 2000. The Agreement and Plan of Merger as filed excludes
schedules and exhibits which Moldflow agrees to furnish supplementally upon
request of the Commission.
23.1 Consent of PricewaterhouseCoopers LLP.
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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.
MOLDFLOW CORPORATION
Date: April 26, 2000 By: /s/ Suzanne E. Rogers
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Name: Suzanne E. Rogers
Title: Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated February 11, 2000, by and
among Moldflow Corporation, Moldflow Merger Corp., Advanced CAE
Technology, Inc. ("C-Mold") and certain stockholders of C-Mold,
incorporated by reference to Exhibit 2.1 to Amendment No. 1 to
Registration Statement No. 333-95289 of Moldflow Corporation,
filed with the Securities and Exchange Commission on February 11,
2000. The Agreement and Plan of Merger as filed excludes
schedules and exhibits which Moldflow agrees to furnish
supplementally upon request of the Commission.
23.1 Consent of PricewaterhouseCoopers LLP.
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Current Report on
Form 8-K of Moldflow Corporation of our report dated February 11, 2000,
relating to the consolidated financial statements of Advanced CAE Technology,
Inc., included in Amendment No. 4 to the Registration Statement on Form S-1
(No. 333-95289) of Moldflow Corporation dated March 24, 2000.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
March 24, 2000
