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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): February 24, 1999
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Autodesk, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-14338 94-2819853
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
111 McInnis Parkway, San Rafael, California 94903
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 507-5000
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________________________________________________________________________________
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On January 18, 1999, the Registrant, Autodesk Development B.V.
("Dutchco"), 9066-9771 Quebec Inc., Autodesk Canada Inc., 9066-9854 Quebec
Inc. and Discreet Logic Inc. ("Discreet") entered into Amendment No. 2 to the
Second Amended and Restated Agreement and Plan of Acquisition and Amalgamation
(the "Second Amendment"). The Second Amendment further amends the original
acquisition agreement entered into by and among the parties on August 20,
1998, as subsequently amended and restated on September 23, 1998, as
subsequently amended and restated on November 18, 1998, and as subsequently
amended on December 18, 1998 (the "Original Agreeement"). Pursuant to the
Second Amendment, among other things, Dutchco, an indirect wholly owned
subsidiary of the Registrant, ultimately will exchange 0.33 shares of the
Registrant's common stock, par value $0.01 per share ("Autodesk Common
Stock"), for each outstanding common share of Discreet, no par value per share
(each a "Discreet Common Share"), which reduces the previously announced
exchange ratio of 0.48 shares of Autodesk Common Stock for each Discreet
Common Share. In addition, the Second Amendment provides for the extension of
certain dates under the Original Agreement.
The acquisition by the Registrant of Discreet is expected to be accounted
for as a pooling-of-interests and its consummation is subject to a number of
conditions specified in the Original Agreement, as amended, including approval
of the Registrant's stockholders and Discreet's shareholders. The Second
Amendment and the Registrant's press release announcing the Second Amendment
are filed as exhibits to this Report.
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Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired. Not applicable.
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(b) Pro forma financial information. Not applicable.
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(c) Exhibits.
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99.1 Press release of the Registrant dated February 24, 1999.
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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.
Dated: February 26, 1999 AUTODESK, INC.
/s/ Steve Cakebread
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Steve Cakebread
Vice President and Chief Financial Officer
(Principal Financial Officer)
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INDEX TO EXHIBITS
Exhibit
Number Description of Document
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99.1 Press release of the Registrant dated February 24, 1999.
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EXHIBIT 99.1
FOR RELEASE 1:15 PST
Contacts:
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Christine Tsingos, Autodesk, Inc. at (415) 507-6704
Misty Ohmart, Autodesk, Inc. at (415) 507-6208
AUTODESK REPORTS RECORD FOURTH QUARTER AND YEAR-END REVENUES
SAN RAFAEL, CA. - February 24, 1999 -- Autodesk, Inc. today announced financial
results for its fourth quarter and fiscal year ended January 31, 1999. For the
fourth quarter of fiscal year 1999, Autodesk reported record net revenue of
$189.1 million versus $181.8 million for the same quarter a year ago. Net
revenue for fiscal year 1999 also hit a record at $740.2 million, an increase of
20 percent over the revenue last year.
For the fourth quarter of fiscal 1999 net income was $25.1 million, or $0.50 per
share on a diluted basis, including the impact of the revaluation of in-process
research and development charges from the acquisitions of Softdesk and Genius,
and the incremental amortization of the associated goodwill and intangible
assets. Excluding these costs, net income for the fourth quarter of fiscal year
1999 was $26.7 million, or diluted earnings per share of $0.54.
Net income for fiscal year 1999 was $90.6 million, and resulted in $1.85 per
share on a diluted basis, including non-recurring charges as well as incremental
amortization of goodwill and intangible assets from prior acquisitions.
Excluding these costs, net income for fiscal year 1999 was $102.5 million, or
$2.10 per share on a diluted basis.
All vertical design markets posted record revenues during fiscal year 1999, with
sales more than doubling over the previous fiscal year. Driven by strong demand
for Mechanical Desktopa and Genius products, the MCAD group led the performance
of the vertical markets, with sales increasing 185 percent year over year. AEC
revenues increased over 50 percent for the year, fueled by strong performance
from Architectural
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Desktop and Land Development Desktop. The success of the GIS product family
continued, with sales nearly doubling over the prior year.
The Personal Solutions Group and Kinetix(R) also reported record results for
fiscal year 1999, driven by strong demand for AutoCAD LT(R), 3D Studio MAX(R)
and 3D Studio VIZ(R). The AutoCAD(R) brand remained strong throughout the
year, with both new seat and upgrade revenues increasing over the previous
year.
"We are proud to have achieved revenue growth of 20 percent or better for the
second consecutive year," said Carol Bartz, CEO of Autodesk. "Our goal was to
expand our product line with vertical solutions that satisfy the design needs of
our customers. We have achieved this goal, and Autodesk now provides families
of products that can solve nearly any design problem -- ranging from simple
diagramming to complex 3D visualization. No other single company can provide
such a complete set of design tools."
A summary of Autodesk's financial results is as follows:
Three months ended January 31 1999 1998
(restated)
Net revenues $189,145,000 $181,851,000
Net income $ 25,133,000 $ 27,490,000
Basic net income per share $ 0.53 $ 0.60
Diluted net income per share (1) $ 0.50 $ 0.56
Fiscal year ended January 31 1999 1998
(restated)
Net revenues $740,167,000 $617,126,000
Net income $ 90,639,000 $ 45,171,000
Basic net income per share $ 1.94 $ 0.97
Diluted net income per share (2) $ 1.85 $ 0.91
(1) Results for the fourth quarter of fiscal year 1999 include incremental
amortization related to the revaluation of in-process research and development
of approximately $0.04 per share on a diluted basis. Results for the fourth
quarter of fiscal year 1998 include incremental amortization related to the
revaluation of in-process research and development of approximately $0.03 per
share on a diluted basis.
(2) Results for the 12-month period ended January 31, 1999, include non-
recurring charges as well as incremental amortization related to the revaluation
of in-process research and development of approximately $0.25 per share on a
diluted basis. Results for the 12-month period ended January 31, 1998,
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include non-recurring charges as well as incremental amortization related to
the revaluation of in-process research and development of approximately $0.53
per share on a diluted basis.
About Autodesk
Autodesk is the fourth largest PC software company in the world and the leading
supplier of PC design software and multimedia tools. More than four million
customers use the company's 2D and 3D products for architectural design, civil
engineering design and surveying, mechanical design, geographic information
systems and mapping, and through its Kinetix(R) division for film and video
production, and video game and Web content development. For more information,
contact any Authorized Autodesk Reseller, call Autodesk at 800-964-6432, or
visit www.autodesk.com. Autodesk shares are traded on the Nasdaq national market
under the symbol ADSK.
# # #
Autodesk, the Autodesk logo, AutoCAD, Kinetix, Mechanical Desktop, AutoCAD LT,
3D Studio MAX, and 3D Studio VIZ are registered trademarks of Autodesk, Inc. in
the United States and/or in certain other countries. All other brand names,
product names, or trademarks are used solely for the purpose of identification
and belong to their respective holders. (c) 1999 Autodesk, Inc.
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Autodesk, Inc.
Consolidated Statement of Income
(In thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Twelve Months
Ended Ended
January 31, January 31,
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1999 1998 1999 1998
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(Unaudited) (Unaudited) (Restated)
(Restated)
<S> <C> <C> <C> <C>
Net revenues $189,145 $181,851 $740,167 $617,126
Costs and expenses:
Cost of revenues 19,716 18,724 76,364 71,338
Marketing and sales 65,945 65,536 260,553 237,107
Research and development 35,037 31,347 142,806 122,432
General and administrative 32,904 24,516 123,622 88,900
Nonrecurring charges - - 21,985 22,187
Litigation accrual reversal - - (18,200) -
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153,602 140,123 607,130 541,964
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Income from operations 35,543 41,728 133,037 75,162
Interest and other income, net 2,537 2,253 13,523 9,644
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Income before income taxes 38,080 43,981 146,560 84,806
Provision for income taxes 12,947 16,491 55,921 39,635
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Net income $ 25,133 $ 27,490 $ 90,639 $ 45,171
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Basic net income per share $0.53 $0.60 $1.94 $0.97
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Diluted net income per share $0.50 $0.56 $1.85 $0.91
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Shares used in computing basic
net income per share 47,040 45,930 46,640 46,760
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Shares used in computing diluted
net income per share 49,880 48,840 48,910 49,860
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AUTODESK, INC.
Consolidated Balance Sheet
(In thousands)
<TABLE>
<CAPTION>
January 31, January 31,
1999 1998
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(Restated)
<S> <C> <C>
ASSETS:
Current assets:
Cash and cash equivalents $209,174 $ 96,089
Marketable securities 102,756 100,399
Accounts receivable, net 91,847 60,856
Inventories 7,594 7,351
Deferred income taxes 20,323 27,577
Prepaid expenses and other
current assets 18,795 15,430
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Total current assets 450,489 307,702
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Marketable securities 66,265 104,831
Computer equipment, furniture and
leasehold improvements, at cost:
Computer equipment and 116,467 117,434
furniture
Leasehold improvements 22,947 20,505
Less accumulated depreciation (99,747) (98,800)
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Net computer equipment, furniture,
and leasehold improvements 39,667 39,139
Purchased technologies and capitalized software 30,559 33,373
Goodwill 70,348 44,982
Deferred income taxes 11,417 13,782
Other assets 25,132 19,681
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$693,877 $563,490
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</TABLE>
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<TABLE>
<CAPTION>
LIABILITIES & STOCKHOLDERS' EQUITY:
Current liabilities:
<S> <C> <C>
Accounts payable $ 27,431 $ 26,417
Accrued compensation 45,253 34,962
Accrued income taxes 91,085 76,465
Deferred revenues 17,349 18,934
Other accrued liabilities 50,481 42,709
Total current liabilities 231,599 199,487
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Deferred income taxes 378 481
Litigation accrual - 29,328
Other liabilities 1,658 1,255
Stockholders' equity:
Common stock 361,611 299,315
Accumulated other
comprehensive income (9,379) (16,078)
Retained earnings 108,010 49,702
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Total stockholders' equity 460,242 332,939
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$693,877 $563,490
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