SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
CADENCE DESIGN SYSTEMS, INC.
(Name of Issuer)
COMMON STOCK
(Title of class of securities)
127387108
(CUSIP Number)
Frank J. Ziegler, Esq.
Comdisco, Inc.
6111 North River Road
Rosemont, IL 60018
(708) 698-3000
(Name, address and telephone number of
person authorized to receive notices
and communications)
September 1, 1994
(Date of event which requires
filing of this statement)
If the filing persons has previously
filed a statement on Schedule 13G to
report to acquisition which is the
subject of this statement, and is
filing this statement because of
Rule 13d-1(b)(3) or (4), check the
following:
Check the following box if a fee is
being paid with this statement:
<PAGE>
CUSIP No. 127387 10 8
(1)Names of Reporting Person Comdisco Systems, Inc.
S.S. or I.R.S. Identifica- 36-3608379
tion Nos. of Above Person
(2) Check the appropriate Box (a)
if a Member of a Group (b)
(3) SEC Use Only
(4) Source of Funds 00
(5) Check if Disclosure of Legal
Proceedings is Required to
Items 2(d) or 2(e)
(6) Citizenship or Place of
Organization Delaware
Number of Shares (6) Sole Voting Power 1,850,000
Beneficially Owned
by Each Reporting (7) Shared Voting 0
Person With
(8) Sole Dispositive 1,850,000
(9) Shared Dispositive Power 0
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 1,850,000
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
(13) Percent of Class Represented
by Amount in Row (11) 4.56%
(14) Type of Reporting Person CO
<PAGE>
CUSIP No. 127387 10 8
(1) Names of Reporting Person Comdisco, Inc.
S.S. or I.R.S. Identifica- 36-2687938
tion Nos. of Above Person
(2) Check the appropriate Box (a)
if a Member of a Group (b)
(3) SEC Use Only
(4) Source of Funds 00
(5) Check if Disclosure of Legal
Proceedings is Required to
Items 2(d) or 2(e)
(6) Citizenship or Place of
Organization Delaware
Number of Shares (7) Sole Voting Power 1,850,000
Beneficially Owned
by Each Reporting (8) Shared Voting 0
Person With
(9) Sole Dispositive 1,850,000
(10) Shared Dispositive Power 0
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 1,850,000
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares
(13) Percent of Class Represented
by Amount in Row (11) 4.56%
(14) Type of Reporting Person CO, HC
Item 1. Security and Issuer
This statement relates to the reporting
persons' beneficial ownership of Common
Stock, par value $.01 per share
("Common Stock"), of Cadence Design
Systems, Inc., a Delaware corporation
("Cadence"). Cadence's principal
executive officers are located at
555 River Oaks Parkway, San Jose,
California 95134.
Pursuant to an Agreement for Purchase
and Sale of Assets dated as of
June 11, 1993 (the "Original Purchase
Agreement"), Comdisco Systems acquired
1,050,000 shares of Common Stock
(the "Original Shares") and a Warrant
(the "Warrant") to acquire up to an
additional 1,300,000 shares of Common
Stock, subject to adjustment, at an
exercise price of $14.50 per share,
subject to adjustment, at any time
on or prior to June 10, 2003. The
Original Shares and the Warrant are
referred to in this statement
collectively as the "Original Cadence
Securities." Comdisco and Comdisco
Systems filed their original Schedule
13D on July 23, 1993 (within 10 days
of the time when, pursuant to the
terms of Section 13(d) and the Warrant,
Comdisco Systems became the beneficial
owner of the Common Shares subject to
the Warrant, and, consequently the
beneficial holder of more than 5% of
the Common Stock of Cadence). A copy
of the Warrant was filed as Exhibit 1 to
the original Schedule 13D.
On September 1, 1994, Comdisco Systems
sold 500,000 of the Original Shares to
Cadence, in a privately negotiated
transaction as further described in
Item 5(c) below.
Item 2. Identity and Background
The following information is provided with
respect to the reporting persons:
(a) Comdisco, Inc., a Delaware corporation
("Comdisco"), has its principal business
address at 6111 North River Road, Rosemont,
Illinois 60018. During the past five years,
Comdisco has not been convicted in any
criminal proceeding described in Item 2(d)
of Schedule 13D or been subject to any
proceeding described in Item 2(e) of
Schedule 13D.
The following information is provided with respect to
the directors and executive officers of Comdisco:
<PAGE>
Name
Principal Occupation
or Employment
Comdisco Directors:
John F. Slevin
President and Chief Executive
Officer, Comdisco
Edward H. Fiedler,Jr.
Former General Counsel,
Comdisco
Basil R. Twist, Jr.
President,Champion Securities, Inc.
601 California Street, #303
San Francisco, CA 94108
John J. Vosicky
Executive Vice President,
Chief Financial Officer and
Treasurer, Comdisco
C. Keith Hartley
Financial Consultant
Rick Kash
President and Managing Partner
The Cambridge Group
30 S. Wacker Drive, #2806
Chicago, IL 60606
William N. Pontikes
Executive Vice President,
Comdisco
Alan J. Andreini
Executive Vice President,
Comdisco
Robert A. Bardagy
Executive Vice President,
Comdisco
Philip A. Hewes
Senior Vice President and
Secretary, Comdisco
Nicholas K. Pontikes
Executive Vice President/
Business Continuity Services
Comdisco
Thomas H. Patrick
Executive Vice President -
Equity Markets Group
Merrill Lynch and Company
250 Vesey Street, 6th Floor
World Financial Center
North Tower
New York, NY 10281-1218
<PAGE>
Comdisco Executive Officers:
John F. Slevin
President and Chief Executive
Officer
John J. Vosicky
Executive Vice President,
Chief Financial Officer and
Treasurer
William N. Pontikes
Executive Vice President/
Operations
Alan J. Andreini
Executive Vice President/
Finance
Robert A. Bardagy
Executive Vice
President/Marketing
Philip A. Hewes
Senior Vice President/Legal
and Secretary
Nicholas K. Pontikes
Executive Vice President/
Business Continuity Services
Joseph A. Kafka
Senior Vice President
Vincent L. Ricci
Senior Vice President/Alliances
David J. Keenan
Vice President and Controller
Unless otherwise provided above, the
business address of each of the individuals
named above is in care of Comdisco, 6111
North River Road, Rosemont, IL 60018. To the
knowledge of Comdisco, during the last five
years none of the individuals named above has
been convicted in any criminal proceeding
described in Item 2(d) of Schedule 13D or been
subject to any proceeding described in Item 2(e)
of Schedule 13D. Each of the individuals
named above is a citizen of the United States.
(b) Comdisco Systems, Inc., a Delaware
corporation ("Comdisco Systems"), has its
principal business address at 6111
North River Road, Rosemont, IL 60018.
Comdisco Systems is a wholly-owned
subsidiary of Comdisco. During the past
five years, Comdisco Systems has not been
convicted in any criminal proceeding described
in Item 2(d) of Schedule 13D or been subject
to any proceeding described in Item 2(e) of
Schedule 13D.
The following information is provided with
respect to the directors and executive
officers of Comdisco Systems:
Name
Principal Occupation
or Employment
Comdisco Systems Directors:
Nicholas K. Pontikes
Executive Vice
President/Business Continuity
Services, Comdisco
Vincent L. Ricci
President, Comdisco Systems;
Senior Vice
President/Alliances, Comdisco
Raymond F. Sebastian
Director, Comdisco Systems:
185 Lagunitas
Ross, CA 94957
John J. Vosicky
Executive Vice President,
Chief Financial Officer and
Treasurer, Comdisco
Comdisco Systems Executive Officers:
Vincent L. Ricci
President
Unless otherwise provided above, the business
address of each of the individuals named
above is in care of Comdisco Systems,
6111 North River Road, Rosemont, IL 60018.
To the knowledge of Comdisco Systems, during
the last five years none of the individuals
named above has been convicted in any
criminal proceeding described in Item 2(d)
of Schedule 13D or been subject to any
proceeding described in Item 2(e) of
Schedule 13D. Each of the individuals
named above is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The Original Cadence Securities were
acquired in partial consideration for
certain assets of Comdisco Systems and
Comdisco purchased by Cadence pursuant to
the Original Purchase Agreement.
Item 4. Purpose of Transaction
As described above, the Original Cadence
Securities were originally acquired in
connection with the sale of certain assets
by Comdisco Systems and Comdisco pursuant
to the Purchase Agreement. Except for the
sale of 500,000 of the Original Shares to
Cadence as described in Item 5(c) below,
neither Comdisco nor Comdisco Systems
currently has any plans or proposals
which relate to or would result in any
of the events described in Item 4(a)-(j)
of Schedule 13D, except that additional
shares of Common Stock may be issued upon
exercise of the Warrant from time to time.
Item 5. Interest in Securities of the Issuer
(a) Following the transaction described
in Item 5(c), Comdisco Systems owns
beneficially 1,850,000 shares of Common
Stock, of which 1,300,000 shares are
issuable upon exercise of the Warrant,
and such 1,850,000 shares represent
approximately 4.56% of the outstanding
Common Stock as of June 30, 1994
(assuming, in accordance with
Rule 13d-3(d)(1)(i) under the Securities
Exchange Act of 1934, the full exercise
of the Warrant) (the "existing Cadence
Securities").
Comdisco may be deemed to be an
indirect beneficial owner of the Existing
Cadence Securities as a result of Comdisco's
control of Comdisco Systems.
To the knowledge of Comdisco and
Comdisco Systems, none of the directors
or executive officers of Comdisco or
Comdisco Systems beneficially owns any
securities of Cadence.
(b) Comdisco Systems has the sole power to
vote or to direct the vote and sole power
to dispose or direct the disposition of
the Existing Cadence Securities.
(c) On September 1, 1994, Comdisco Systems
sold 500,000 shares of the Original Shares
to Cadence in a privately negotiated
transaction for a purchase price of $16.3125
per share.
(d) Not applicable.
(e) On September 1, 1994, upon completion
of the sale to Cadence of 500,000 shares
of Common Stock, Comdisco Systems and
Comdisco ceased to beneficially own more
than five percent (5%) of the Common Stock
of Cadence.
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to
Securities of the Issuer
There are no contracts, arrangements,
understandings or relationships (legal or
otherwise) among Comdisco Systems, Comdisco or
any of their respective executive officers and
directors and any person with respect to the
securities of Cadence other than the transaction
described in Item 5(c) and, except that
pursuant to the Original Purchase Agreement,
(i) Cadence is required to cause certain sales
of the Shares and the shares of Common Stock
issuable upon exercise of the Warrant to be
registered under the Securities Act of 1933,
and such shares are required to be included in
certain underwritten public offerings of
Common Stock under certain circumstances,
and (ii) Comdisco Systems is entitled, under
certain circumstances, to return shares of
Common Stock to Cadence in lieu of
indemnification payments that may be required
under the Purchase Agreement.
Item 7. Material to Be Filed as Exhibits
A copy of the Warrant was filed as Exhibit 1
to the original Schedule 13D.
A copy of the Joint Filing Undertaking of
Comdisco Systems, Inc. and Comdisco, Inc.
is filed as Exhibit 1 to this Amendment.
<PAGE>
Signature
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.
Date: September 1, 1994
/s/ Vincent L. Ricci
Signature
Comdisco Systems, Inc.
Vincent L. Ricci, President
<PAGE>
Signature
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.
Date: September 1, 1994
/s/ Philip A. Hewes
Signature
Comdisco, Inc.
Philip A. Hewes, Senior Vice President
<PAGE>
Exhibit 1
JOINT FILING UNDERTAKING
The undersigned, being duly authorized
thereunto by the parties below, hereby
execute this agreement as an Exhibit
to the Amendment No. 1 Schedule 13D
dated September 1, 1994, to evidence
the agreement of the below-named parties,
in accordance with rules promulgated
pursuant to the Securities Exchange
Act of 1934, to file this Amendment
No. 1 Schedule 13D and subsequent
amendments jointly on behalf of
each such party.
Dated: September 1, 1994
/s/ Philip A. Hewes
Signature
Comdisco, Inc.
Philip A. Hewes, Senior Vice President
