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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
Date of Report (Date of earliest event reported) May 14, 1996
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IKOS Systems, Inc.
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(Exact name of registrant as specified in charter)
Delaware 0-18623 77-0100318
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
19050 Pruneridge Avenue, Cupertino, California 95014
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 255-4567
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(Former name or former address, if changed since last report)
This Current Report, including exhibits, contains 5 pages.
The Exhibit Index is located on page 4.
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ITEM 2. ACQUISITION OF DISPOSITION OF ASSETS.
IKOS Systems, Inc., a Delaware Corporation ("IKOS" or the "Company"), VMW
Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of
the Company ("Sub"), and Virtual Machine Works, Inc., a Delaware corporation
("VMW") have entered into an Agreement and Plan of Reorganization (the
"Reorganization Agreement"), dated May 14, 1996, whereby Sub was merged with and
into VMW and VMW became a wholly-owned subsidiary of the Company (the "Merger").
Subject to the terms and conditions of the Reorganization Agreement at the
effective time of the Merger, all outstanding capital stock and capital stock
subject to stock options of VMW was converted into the right to receive an
aggregate of approximately $10.0 million in cash and approximately 200,000
shares of IKOS common stock and IKOS common stock subject to options. The Merger
was consummated on May 23, 1996.
A copy of the Reorganization Agreement is incorporated by reference to
Exhibit 2.1 of the Company's Registration Statement on Form S-3 filed May 24,
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1996.
A copy of the press release announcing the consummation of the Merger is
attached as Exhibit 99.1 and is incorporated herein by reference.
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ITEM 7. EXHIBITS.
(a) Financial statements of business acquired.
The financial statements of VMW are incorporated by reference to
the Company's Registration Statement on form S-3 filed May 24,
1996.
(b) Pro forma financial information.
The pro forma financial information required by this item is
incorporated by reference to the Company's Registration Statement
on Form S-3 filed May 24, 1996.
(c) Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Reorganization, dated May
14, 1996, among the Company, Sub and VMW
(incorporated by reference to Exhibit 2.1 to the
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Company's Registration Statement on Form S-3 filed
May 24, 1996.)
99.1 Press Release dated May 28, 1996 regarding the
consummation of the Merger.
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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.
IKOS Systems, Inc.
Date: May 28, 1996 By: /s/ Joseph W. Rockom
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Joseph W. Rockom
Vice President of Finance and
Administration and Chief Finance
Officer and Secretary
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EXHIBIT INDEX
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Sequentially
Exhibit No. Description Numbered Page
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<S> <C> <C>
2.1 Agreement and Plan of Reorganization dated
May 14, 1996, among the Company, Sub and
VMW (incorporated by reference to Exhibit 2.1 to
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the Company's Registration Statement on Form S-3
filed May 24, 1996).
99.1 Press Release dated May 28, 1996 regarding the 5
consummation of the Merger.
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4
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EXHIBIT 99.1
[LETTERHEAD OF IKOS SYSTEMS]
Editorial Contacts:
IKOS Systems, Inc. Morgen-Walke Associates
Joseph Rockom Doug Sherk/Suzanne Craig/Lisa Laukkanen
Chief Financial Officer (415) 296-7383
Tel. (408) 366-8514 Elissa Grabowski/Jill Ruja
(212) 850-5698
FOR IMMEDIATE RELEASE
IKOS SYSTEMS COMPLETES ACQUISITION OF VIRTUAL MACHINE WORKS
CUPERTINO, CA/May 28, 1996--IKOS Systems, Inc. (Nasdaq: IKOS) announced today
that it has completed its acquisition of Virtual Machine Works, Inc. (VMW), a
privately-held developer of emulation technology located in Cambridge, Mass. The
transaction was consummated through the payment of approximately $10 million
cash and approximately 200,000 shares of IKOS common stock and stock options.
VMW will operate as a division of IKOS Systems, with engineering development
remaining in Cambridge.
IKOS Systems, Inc. is a technology leader in high-performance, mixed-level
hardware and software simulation for high-level, language-based design. The
Company's mission is to be the leading supplier of high-performance design
verification solutions for language-based (VHDL and Verilog) design. The
Company's products help designers dramatically reduce product development cycles
for very complex, high-performance systems containing multiple ASICs and
full-custom ICs. With headquarters in Cupertino, California, IKOS supports
direct sales operations in North America, UK, France, Germany and Japan, and a
distribution network throughout Europe and Asia.
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