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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 2)
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
ORCAD, INC.
(Name of Subject Company)
CADENCE DESIGN SYSTEMS, INC.
CDSI ACQUISITION CORPORATION
(Bidders)
Common Stock, $.01 par value
(Title of Class of Securities)
685568 10 7
(CUSIP Number of class of Securities)
R.L. SMITH MCKEITHEN
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CADENCE DESIGN SYSTEMS, INC.
2655 SEELY AVENUE, BUILDING 5
SAN JOSE, CALIFORNIA 95134
408-943-1234
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Bidder)
COPIES TO:
ANDREW E. BOGEN
GIBSON, DUNN & CRUTCHER LLP
333 SOUTH GRAND AVENUE
LOS ANGELES, CA 90071
(213) 229-7242
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This Amendment No. 2 amends and supplements the Tender Offer Statement
on Schedule 14D-1 (as amended, the "Schedule 14D-1") filed with the
Securities and Exchange Commission on June 18, 1999 by Cadence Design
Systems, Inc., a Delaware corporation ("Cadence"), and CDSI Acquisition
Corporation, a Delaware corporation and a wholly-owned subsidiary of Cadence
("Purchaser"), relating to the offer by Purchaser to purchase all of the
outstanding shares of common stock, $0.01 par value (the "Shares"), of OrCAD,
Inc., a Delaware corporation, at a price of $13.00 per Share, net to the
seller in cash, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated June 18, 1999 (the "Offer to Purchase"), and the
related Letter of Transmittal (which together constitute the "Offer"), copies
of which are attached to the Schedule 14D-1 as Exhibits (a)(1) and (a)(2),
respectively.
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Offer to
Purchase. Cadence and Purchaser hereby amend and supplement the Schedule
14D-1 as follows:
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The response to Item 6 is hereby amended and supplemented as follows: At
12:00 midnight New York City time, on Friday, July 16, 1999, the Offer
expired. Based on preliminary information provided by the Depositary for the
Offer, Cadence reports that as of the expiration of the Offer, approximately
9,096,687 Shares were properly tendered and not withdrawn pursuant to the
Offer (including approximately 117,463 Shares subject to guaranteed
delivery). Purchaser has accepted for payment, and has notified the
Depositary to promptly pay for, all validly tendered Shares at the purchase
price of $13.00 per Share, net to the seller in cash. As a result of the
consummation of the Offer, Purchaser owns approximately 96.8% of the Shares.
Pursuant to the Merger Agreement, Cadence intends to complete the merger
of Purchaser with and into the Company, with the Company continuing as the
surviving corporation.
ITEM 11.MATERIAL TO BE FILED AS EXHIBITS.
The response to Item 11 is hereby amended and supplemented as follows:
(a)(11) Press release dated July 19, 1999 issued by Cadence, announcing
the expiration of the Offer, the acceptance for payment of the
Shares and the plan to consummate the merger.
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SIGNATURE
After due 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.
Dated: July 19, 1999 CDSI ACQUISITION CORPORATION
By: /s/ William Porter
----------------------------
William Porter
Senior Vice President, Chief
Financial Officer and Assistant
Secretary
SIGNATURE
After due 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.
Dated: July 19, 1999 CADENCE DESIGN SYSTEMS, INC.
By: /s/ R.L. Smith McKeithen
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R.L. Smith McKeithen
Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(11) Press release, dated July 19, 1999 issued by Cadence, announcing
the expiration of the Offer, the acceptance for payment of the
Shares and the plan to consummate the merger.
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EXHIBIT (a)(11)
CADENCE COMPLETES TENDER OFFER FOR OrCAD, ANNOUNCES PROMPT MERGER
SAN JOSE, Calif. - July 19, 1999 - Cadence Design Systems, Inc. (NYSE: CDN),
the world's leading provider of electronic design software and services,
today announced the completion of its tender offer for all of the issued and
outstanding shares (the "shares") of common stock of OrCad, Inc. (NASDAQ:
OCAD).
The tender offer expired at midnight EDT on Friday, July 16, 1999.
Pursuant to the cash tender offer, Cadence has accepted for payment all of
the tendered shares. Approximately 94 percent of the outstanding shares of
OrCAD were tendered and Cadence has instructed the depositary for the offer
to pay promptly for such shares at the purchase price of $13.00 per share,
net to the seller in cash.
Pursuant to the related Agreement and Plan of Merger, dated June 14, 1999,
Cadence intends to acquire the balance of the OrCAD shares promptly in a
short form cash merger at $13.00 per share. The integration of OrCAD into
Cadence as a wholly owned subsidiary is underway.
The matters discussed in this news release involve forward-looking
statements, and actual results may differ materially from those discussed.
Additional information concerning factors that could cause such a difference
can be found in the Company's filings with the Securities and Exchange
Commission, including the reports on Form 10-K for the year ended January 2,
1999 and Form 10-Q for the period ended April 3, 1999.
About Cadence
Cadence Design Systems, Inc. is the largest supplier of software products,
methodology services, and design services used to accelerate and manage the
design of semiconductors, computer systems, networking and telecommunications
equipment, consumer electronics, and a variety of other electronics-based
products. With more than 4,000 employees and 1998 annual sales of $1.2
billion, Cadence is headquartered in San Jose, Calif. and has sales offices,
design centers, and research facilities located around the world. More
information about the company, its products and services may be obtained from
the World Wide Web at WWW.CADENCE.COM.
Cadence and the Cadence logo are registered trademarks of Cadence Design
Systems, Inc. OrCAD is a registered trademark of OrCAD, Inc. All other brands
or product names are the property of their respective holders.
CONTACT:
Cadence Design Systems, Inc.
Laurie Stanley, 408-428-5019
[email protected]
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