<PAGE>
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
(AMENDMENT NO. 1)
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
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
<PAGE>
This Amendment No. 1 amends and supplements the Tender Offer Statement
on Schedule 14D-1 (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 hereto 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 10. ADDITIONAL INFORMATION.
The information set forth in Item 10(c) is hereby amended and
supplemented by the following:
The waiting period under the HSR Act with respect to the Offer and the
Merger expired on July 1, 1999. The information set forth in the Press
Release, dated July 2, 1999, issued by Cadence, a copy of which is attached
hereto as Exhibit (a)(9), is incorporated herein by reference.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
The information set forth in Item 11 is hereby supplemented by the
following:
(a)(9) Press Release, dated July 2, 1999, issued by Cadence.
2
<PAGE>
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 2, 1999 CDSI ACQUISITION CORPORATION
By: /s/ H. Raymond Bingham
-------------------------------
H. Raymond Bingham
President
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 2, 1999 CADENCE DESIGN SYSTEMS, INC.
By: /s/ R.L. Smith McKeithen
--------------------------------
R.L. Smith McKeithen
Senior Vice President, General
Counsel and Secretary
3
<PAGE>
FOR IMMEDIATE RELEASE
For more information, please contact:
Laurie Stanley
Cadence Design Systems, Inc.
408-428-5019
[email protected]
CADENCE MOVES TO CLOSURE OF ORCAD ACQUISITION
SAN JOSE, Calif. -- July 2, 1999 -- Cadence Design Systems, Inc.
(NYSE:CDN), the world's leading provider of electronic design software and
services, today announced that the waiting period has expired under the
Hart-Scott-Rodino Act in connection with Cadence's pending tender offer for
all of the outstanding stock of OrCAD, Inc. (Nasdaq:OCAD) at $13 per share,
net to the sellers in cash. The tender offer is scheduled to expire at
midnight, New York time, on Friday, July 16, 1999.
Cadence announced on June 15, 1999 a definitive agreement to acquire
OrCAD in a cash tender offer at $13 per share for a total purchase price of
$121 million. Following completion of the tender offer, any shares not
tendered by will be acquired at the same price per share through a merger.
The acquisition will be accounted for under the purchase method of accounting.
Cadence and OrCAD are premier suppliers of computer-aided engineering
and computer-aided design software and services for the printed circuit board
(PCB) industry. The merged companies will use their complementary products,
market strengths, and channel strategies to deliver complete high-speed PCB
design flows and improved productivity at the enterprise level. As a result
of the OrCAD acquisition, Cadence's product line will address the design
needs of the entire PCB industry, which includes the high-end, shrink-wrap,
and rapidly growing mainstream industry segments.
-- MORE --
CADENCE MOVES FORWARD WITH ORCAD ACQUISITION PAGE 2
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 http://www.cadence.com.
-- END --
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.
