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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)*
Silicon Valley Research, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Without Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
827068 20 6
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(CUSIP Number)
Laurence G. Colegate, Jr.
6360 San Ignacio Avenue
San Jose, CA 95119
(408) 361-0333
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 31, 1998
-----------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
This Schedule contains 11 pages, including Exhibits.
<PAGE> 2
SCHEDULE 13D
- ------------------------- -------------------
CUSIP No. 827068 20 6 PAGE 2 OF 11 PAGES
- ------------------------- -------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James O. Benouis
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,765,385
NUMBER OF ----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,765,385
PERSON ----------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,765,385
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
Not Applicable
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
<PAGE> 3
SCHEDULE 13D
- ---------------------- ----------------------
CUSIP No. 827068 20 6 Page 3 of 11 Pages
- ---------------------- ----------------------
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement on Schedule 13D
relates is the Common Stock, without par value (the "Common Stock"), of Silicon
Valley Research, Inc. (the "Issuer" or "SVR"), a California corporation, with
its principal executive offices located at 6360 San Ignacio Avenue in San Jose,
California 95119.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by James O. Benouis based upon his
ownership of shares of Common Stock. Mr. Benouis' business address is 7608 HWY
71 West, Austin, TX 78735. Mr. Benouis' principal occupation is serving as
President and Chief Operating Officer of SVR, which offers a broad line of
integrated placement, routing and floorplanning physical layout software
products that enable electronics manufacturers to achieve improved performance
and smaller die size in the Integrated Circuit (IC) design. SVR also provides IC
design consulting.
During the last five years, Mr. Benouis has not been (a) convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) a party to a civil proceeding or a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws. Mr. Benouis is a citizen of the United
States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Benouis acquired his shares as a result of the acquisition of
Quality I.C. Corporation by SVR effective March 31, 1998 ("the Acquisition").
Pursuant to the Agreement and Plan of Reorganization ("the Agreement") entered
into among Silicon Valley Research, Inc., QIC Acquisition Corporation, Quality
I.C. Corporation and the shareholders of Quality I.C. Corporation, Mr. Benouis
received 1,765,385 shares of Common Stock ("the Shares") and $100,000, payable
in four cash payments over 270 days, in exchange for his 560 shares of Quality
I.C. Corporation common stock.
ITEM 4. PURPOSE OF TRANSACTION
In the Agreement, Mr. Benouis represented and warranted to SVR that the
Shares were acquired for his own account for investment purposes only and not
with a view to, or for, resale in connection with any distribution or public
offering thereof within the meaning of the Securities Act of 1933, as amended,
or any similar federal statute and the rules and regulations thereunder (Item
4.1 of the Agreement).
<PAGE> 4
SCHEDULE 13D
- ----------------------- --------------------------
CUSIP No. 827068 20 6 Page 4 of 11 Pages
- ----------------------- --------------------------
Mr. Benouis, in his individual capacity, has no present plans or
proposals which may relate to or would result in:
(a) The acquisition or disposition of any additional securities of
the Issuer by any person;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any or its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure, including but not limited to, if the Issuer is a
registered closed-end investment company, any plans or proposals
to make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of 1940;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered
national securities association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Pursuant to Rule 13d-3, Mr. Benouis may be deemed to beneficially own a
total of 1,765,385 shares of Common Stock as of the Filing Date, representing
7.4% of the outstanding Common Stock, based upon the 23,759,668 shares of SVR
Common Stock outstanding as of March 31, 1998 and computed in accordance with
rule 13d-3(d)(1). Mr. Benouis has sole voting and dispositive powers for the
1,765,385 shares of Common Stock.
From the date sixty days preceding the date of the event which initially
required the filing of the Statement through the Filing Date, Mr. Benouis only
engaged in the transaction described in Item 3, with respect to the Common Stock
of the Issuer.
<PAGE> 5
SCHEDULE 13D
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CUSIP No. 827068 20 6 Page 5 of 11 Pages
- ---------------------- ----------------------
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Pursuant to the Agreement, Mr. Benouis has certain Registration Rights
on the Shares. SVR has one hundred twenty (120) days from March 31, 1998 (the
closing date of the Acquisition) to prepare and file with the Securities and
Exchange Commission ("the Commission") a registration statement covering the
Shares. SVR must use its best efforts to cause such registration statement to be
declared effective by the Commission as soon as practicable thereafter. A copy
of the Agreement is hereby incorporated by reference to Exhibit 2.1 of Issuer's
Form 8-K filed on April 10, 1998.
Mr. Benouis was granted an option to acquire shares of Common Stock
under the Issuer's Amended 1988 Stock Option Plan (the "1988 Plan"). Under the
1988 Plan, the exercise price must be at least 100% of the fair market value of
the Issuer's Common Stock on the date of grant, except that for the grant of an
option to a person holding 10% or more of the total combined voting power of all
classes of stock of the Issuer or any parent or subsidiary of the Issuer, the
exercise price must be at least 110% of the fair market value of the Issuer's
Common Stock on the date of grant. Generally, options granted under the 1988
Plan become exercisable as the underlying shares vest with 20% of the shares
subject to the option vesting one year after the date of grant and the remaining
shares in equal monthly installments over the following four years. A copy of
the 1988 Plan is incorporated by reference to Exhibit 10.03 of the Issuer's
Quarterly Report on Form 10-Q for the period ended September 30, 1997 filed
November 12, 1997. Mr. Benouis entered into an option agreement with SVR under
the 1988 Plan (the "1988 Plan Option Agreement"). The 1988 Plan Option Agreement
provided a grant on March 2, 1998 of an option to acquire 350,000 shares of
Common Stock at an exercise price of $0.5625 per share, a copy of which is
incorporated herein as Exhibit C.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A Agreement and Plan of Reorganization entered into
among Silicon Valley Research, Inc., QIC
Acquisition Corporation, Quality I.C. Corporation
and the shareholders of Quality I.C. Corporation,
including the Registration Rights Agreement entered
into among Silicon Valley Research, Inc, David R.
Reebel and James O. Benouis (incorporated by
reference to Exhibit 2.1 of Issuer's Form 8-K filed
on April 10, 1998)
Exhibit B SVR's Amended 1988 Stock Option Plan
(incorporated by reference to Exhibit 10.03 of the
Issuer's Quarterly Report on Form 10-Q for the
period ended September 30, 1997 filed November 12,
1997)
Exhibit C Mr. Benouis' Stock Option Agreement with Silicon
Valley Research, Inc. dated March 2, 1998
<PAGE> 6
SCHEDULE 13D
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CUSIP No. 827068 20 6 Page 6 of 11 Pages
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
April 8, 1998 /s/ James O. Benouis
------------------- -----------------------------------
Date James O. Benouis
President, Chief Operating Officer
<PAGE> 7
EXHIBIT C
================================================================================
SILICON VALLEY RESEARCH, INC.
NOTICE OF GRANT OF STOCK OPTIONS ID: 94-2743735
AND OPTION AGREEMENT 6360 San Ignacio Avenue
San Jose, CA 95119
================================================================================
JAMES O. BENOUIS OPTION NUMBER: 001911
7608 HWY 71 WEST PLAN: 88
AUSTIN, TX 78735 ID:
================================================================================
Effective 3/2/98, you have been granted an Incentive Stock Option to buy 350,000
shares of SILICON VALLEY RESEARCH, INC. (the Company) stock at $0.5625 per
share.
The total option price of the shares granted is $196,875.00.
Shares in each period will become fully vested on the date shown.
<TABLE>
<CAPTION>
Shares Vest Type Full Vest Expiration
- ------- ------------ --------- ----------
<S> <C> <C> <C>
70,000 On Vest Date 3/2/99 3/2/05
280,000 Monthly 3/2/03 3/2/08
</TABLE>
================================================================================
By your signature and the Company's signature below, you and the Company agree
that these options are granted under and governed by the terms and conditions of
the Company's Stock Option Plan as amended and the option Agreement, all of
which are attached and made a part of this document.
================================================================================
/s/Robert R. Anderson April 7,1998
- ----------------------------------------- -------------------------------
SILICON VALLEY RESEARCH, INC. Date
/s/James O. Benouis April 7,1998
- ----------------------------------------- -------------------------------
James O. Benouis Date
5 year grant agreement
Page 7 of 11
<PAGE> 8
EXHIBIT C
1) GRANT OF OPTION - Silicon Valley Research, Inc., a California corporation
(the "Company"), hereby grants to the optionee named above ("Optionee") an
option (this option) to purchase the total number of shares of Common Stock
of the Company set forth above (the "Shares") at the exercise price per
share set forth above (the "Exercise Price"), subject to all of the terms
and conditions of this Grant and the Company's amended 1988 Stock Option
Plan as adopted May 16, 1988 and amended to the date hereof (the "Plan"). If
designated as an incentive stock option above, this Option is intended to
qualify as an "incentive stock option" ("ISO") within the meaning of Section
422 of the Internal Revenue Code of 1986 (the "Code"). Unless otherwise
defined in this Grant, capitalized terms will have the meanings defined in
the Plan.
2) EXERCISE PERIOD OF OPTION - Subject to the terms and conditions of the Plan
and this Grant, this Option shall become exercisable as to portions of the
Shares as follows:
Vested Ratio
Prior to Initial Vesting Date 0
On Initial Vesting Date, provided the Optionee has 1/5
Continuously served as an employee of the Company
from the Date of the Option Grant until the
Initial Vesting Date.
Plus
For each full month of the Optionee's continuous service 1/60
as an employee of the Company from the Initial Vesting Date.
In no event shall the Vested Ratio exceed 1/1.
This option shall expire six years after each vest date or ten years from
date of grant, whichever is earlier, and must be exercised, if at all, on or
before the Expiration Dates; provided, however, that, for optionees other
than the Chief Executive Officer, any Vice President, Chief Financial
Officer, and General Manager of Asia, each of whose annual salary exceeds
$60,000, this option will become fully exercisable within five years from
the Date of Grant with at least 20% of the total shares first becoming
exercisable at the end of each of the five years.
The Option shall first become partially exercisable one year after date of
grant. The Option shall be exercisable on and after the initial Exercise
Date and prior to the termination of the Option in the amount equal to the
Number of Option Shares multiplied by the Vested Ratio as set forth in the
paragraphs above less the number of shares of stock previously acquired upon
exercise of the Option. In no event shall the Option be exercisble for more
shares than the Number of Option Shares. Notwithstanding the foregoing, in
the event that the adoption of the Plan or an amendment of the Plan is
subject to the approval of the Company's shareholders in order for the Plan
or any amendment of the Plan to comply with the requirements of Rule 16b-3,
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the Option shall not be exercisable prior to such
shareholder approval if the Optionee is subject to Section 169b of the
Exchange Act.
3) RESTRICTIONS ON EXERCISE - This Option may not be exercised unless such
exercise is in compliance with the Securities Act of 1933 and all applicable
state security laws, as they are in effect on the date of exercise, and the
requirements of any stock exchange or national market system on which the
Company's Common Stock may be listed at the time of exercise. The Company is
under no obligation to register or qualify the Shares with the Securities
and
5 year grant agreement Page 8 of 11
<PAGE> 9
EXHIBIT C
Exchange Commission, any state securities commission, or any stock exchange
to effect such compliance.
4) TERMINATION OF OPTION - Except as provided below in this Section, this
Option shall terminate and may not be exercised if Optionee ceases to be
employed by the Company or any Parent or Subsidiary of the Company (or in
case of a nonqualified stock option, an Affiliate of the Company).
Optionee shall be considered to be employed by the Company if Optionee is an
officer, director or full-time employee of the Company or any Parent,
Subsidiary, or Affiliate of the Company, or if the Board of Directors
determines that the Optionee is rendering substantial services as a
part-time employee, consultant or advisor. The Board of Directors of the
Company shall have discretion to determine whether Optionee has ceased to be
employed by the Company or any Parent or Affiliate of the Company.
a. If Optionee ceases to be employed by the Company or Parent, Subsidiary
or Affiliate of the Company for any reason except death or disability or
for cause, this Option, to the extent that it would have been
exercisable by Optionee on the Termination Date, may be exercised by
Optionee within three (3) months after the Termination Date, but in no
event later than the Expiration Date. If optionee is terminated for
cause, Optionee will have only ten (10) business days in which to
exercise.
b. If Optionee's employment with the Company or any Parent, Subsidiary or
Affiliate of the Company is terminated because of the death of Optionee
or the disability of Optionee within the meaning of Section 22(e) (3) of
the Code, this Option, to the extent that it would have been exercisable
by Optionee on the Termination Date, may be exercised by Optionee (or
Optionee's legal representative) within six (6) months after the
Termination Date, but in no event later than the Expiration Date.
c. Nothing in the Plan or this Grant shall confer on Optionee any right to
continue in the employ of, or other relationship with, the Company or
any Parent, Subsidiary or Affiliate of the Company or limit in any way
the right of the Company or any Parent, Subsidiary or Affiliate of the
Company to terminate Optionee's employment or other relationship at any
time, with or without cause.
5) MANNER OF EXERCISE
a. This Option shall be exercisable, by delivery to the Company, of an
executed written Stock Option Exercise Notice and agreement in the form
of an attached "Stock Option Exercise Agreement," or in such other forms
that may be approved by the Company which shall set forth Optionee's
election to exercise some or all of this Option, the number of shares
being purchased, and any restrictions imposed on the Shares and such
other representations and agreements as may be required by the Company
to comply with applicable securities laws.
b. The Stock Option Exercise Agreement shall be accompanied by full payment
of the Exercise Price of the Shares being purchased. Payment for the
Shares may be made in cash or by check or through a "same day sale"
commitment from Optionee and a broker-dealer that is a member in good
standing of the National Association of Securities Dealers (a "NASD
Dealer") whereby Optionee irrevocably elects to exercise this Option and
to sell a portion of the Shares so purchased to pay for the Exercise
Price and whereby the NASD Dealer irrevocably commits upon receipt of
such Shares to forward the Exercise Price directly to the Company.
c. Prior to the issuance of the Shares upon exercise of this Option,
Optionee must make adequate provision for any applicable federal or
state withholding obligations of the Company.
5 year grant agreement Page 9 of 11
<PAGE> 10
EXHIBIT C
d. Provided that such payment and notice are in form satisfactory to
counsel for the Company, the Company shall cause the Shares to be issued
in the name of Optionee or Optionee's legal representative or Optionee's
assignee.
6) NOTICE OF DISQUALIFYING DISPOSITIONS OF ISO SHARES - If this Option is an
ISO, and if the Optionee sells or otherwise disposes of any Shares acquired
pursuant to the ISO within (2) years after Date of Grant, or the date one
(1) year after the exercise of the ISO, the Optionee shall immediately
notify the Company in writing of such disposition. Optionee may be subject
to income tax withholding by the Company on the compensation income
recognized by the Optionee from any such early disposition by payment in
cash or out of the current earnings payable to the Optionee.
7) NONTRANSFERABILITY OF OPTION - This Option may not be assigned in any
manner other than by will or by the laws of descent and distribution and may
be exercised during the lifetime of the Optionee, only by Optionee. The
terms of this Option shall be binding upon the executors, administrators,
successors, and assigns of the Optionee.
8) TAX CONSEQUENCES - below is a brief summary as of the date of this Option
of some of the federal and California tax consequences of exercise of this
Option and disposition of the Shares. TAX LAWS AND REGULATIONS ARE SUBJECT
TO CHANGE, OPTIONEE SHOULD CONSULT A TAX ADVISOR BEFORE EXERCISING THIS
OPTION OR DISPOSING OF THE SHARES.
a. If this Option qualifies as an ISO, there will be no regular federal
income tax liability or California income tax liability upon the
exercise of the Option, although the excess, if any, of the fair market
value of the Shares on the date of exercise over the Exercise Price will
be treated as a tax preference item for federal income tax purposes and
may subject the Optionee to the alternative minimum tax in the year of
exercise.
b. If this Option does not qualify as an ISO (Nonqualified), there may be
regular federal income tax liability and a California income tax
liability upon the exercise of the Option. The Optionee will be treated
as having received compensation income equal to the excess, if any, of
the fair market value of the Shares on the date of exercise over the
Exercise Price. The Company will be required to withhold from Optionee's
compensation or collect from Optionee and pay to the applicable taxing
authorities an amount equal to a percentage of this compensation income
at the time of exercise.
c. In the case of a nonqualified option, if Shares are held for at least
one year before transfer, any gain on disposition of the Shares will be
treated as long-term capital gain for federal and California income tax
purpose. For an ISO, if Shares transferred are held at least one year
after the date of exercise and at least two years after the Date of
Grant, any gain on disposition of the Shares will be treated as long
term capital gain for federal and California income tax purposes. If
Shares acquired pursuant to an ISO are disposed of within the one year
or two year periods ("disqualifying disposition"), any gain on such
disqualifying disposition will be treated as compensation income to the
extent of the excess, if any, of the fair market value of the Shares on
the date of exercise over the Exercise Price (the "Spread"). Any gain in
excess of the Spread will be treated as capital gain.
9) INTERPRETATION - Any dispute regarding the interpretation of this Stock
Option Grant shall be submitted by Optionee or the Company to the Company's
Board of Directors, or the committee which shall review such dispute, at its
next regular meeting. The resolution of such dispute by the Board or
committee shall be final.
5 year grant agreement Page 10 of 11
<PAGE> 11
EXHIBIT C
[SILICON VALLEY RESEARCH LOGO]
STOCK OPTION EXERCISE AGREEMENT
(Complete one agreement per option exercised)
OPTION GRANT # ________________ # OF SHARES TO EXERCISE ________________________
TOTAL EXERCISE PRICE ___________________________
[ ] ISO
[ ] NONQUALIFIED STOCK OPTION GRANT DATED ________________
Optionee acknowledges that Optionee has received, read and understands the Plan,
and the Grant, and agrees to abide by their terms and conditions.
Optionee also understands that the exercise of any rights to purchase any Shares
is expressly conditioned upon compliance with the Securities Act of 1933 and all
applicable state securities laws and the requirements of any stock exchange or
national market system on which the Company's Common Stock may be listed.
Optionee further understands that Optionee may suffer adverse tax consequences
as a result of Optionee's purchase or disposition of the Shares. Optionee should
not rely on the Company for any tax advice.
By the signature below, Optionee delivers to the Company by cash or check in the
amount of $_______, or through a "same day" sale commitment delivered herewith
from Optionee and the NASD Dealer named herein in the amount of $_______, for
the Total Exercise Price of the Shares elected for purchase and has made
provisions for the payment of any federal or state taxes required to be paid or
withheld by the Company.
This Agreement, and the Plan, and the Grant, constitute the entire agreement of
the parties hereto and are governed by California law, except for the body of
law pertaining to conflict of laws.
OPTIONEE: SILICON VALLEY RESEARCH:
Name Name
------------------------------ -----------------------------
Signature Signature
------------------------ ------------------------
Address Address 6360 San Ignacio Avenue
-------------------------- --------------------------
San Jose, CA 95119-1231
-------------------------- ---------------------------------
Date Date
----------------------------- -----------------------------
NASD DEALER (IF APPLICABLE):
-----------------------------------------------------
5 year grant agreement Page 11 of 11
