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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ORCAD, INC.
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
685568 10 7
(CUSIP Number)
R.L. SMITH MCKEITHEN
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CADENCE DESIGN SYSTEMS, INC.
2655 SEELY AVENUE, BUILDING 5
SAN JOSE, CALIFORNIA 95134
TELEPHONE: (408) 943-1234
WILLIAM PORTER
SENIOR VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND ASSISTANT SECRETARY
CDSI ACQUISITION CORPORATION
2655 SEELY AVENUE, BUILDING 5
SAN JOSE, CALIFORNIA 95134
TELEPHONE: (408) 943-1234
(Name, Address, and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 14, 1999
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act.
Page 1 of 8
The Exhibit Index is on page 8.
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CUSIP No. 685568107 SCHEDULE 13D Page 2 of 8 Pages
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1. NAME OF REPORTING PERSON Cadence Design Systems, Inc.
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a)/ /
GROUP (b)/ /
- -------------------------------------------------------------------------------
3. SEC USE ONLY
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4. SOURCE OF
FUNDS WC, BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
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NUMBER OF
SHARES 7. SOLE VOTING POWER 3,621,399
BENEFICIALLY -------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER N/A
EACH -------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER 3,621,399
PERSON -------------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER N/A
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,621,399
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW / /
(11) EXCLUDES CERTAIN SHARES
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.85%
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14. TYPE OF REPORTING PERSON CO
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CUSIP No. 685568107 SCHEDULE 13D Page 3 of 8 Pages
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1. NAME OF REPORTING PERSON CDSI Acquisition Corporation
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a)/ /
GROUP (b)/ /
- -------------------------------------------------------------------------------
3. SEC USE ONLY
- -------------------------------------------------------------------------------
4. SOURCE OF
FUNDS WC, BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL / /
PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
- -------------------------------------------------------------------------------
NUMBER OF
SHARES 7. SOLE VOTING POWER 3,621,399
BENEFICIALLY ------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER N/A
EACH ------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER 3,621,399
PERSON ------------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER N/A
- -------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,621,399
- -------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW / /
(11) EXCLUDES CERTAIN SHARES
- -------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.85%
- -------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
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SCHEDULE 13D Page 4 of 8 Pages
ITEM 1. SECURITY AND ISSUER.
(a) The name and address of the issuer is OrCAD, Inc., a Delaware
corporation (the "Company"), which has its principal executive offices at 9300
S.W. Nimbus Avenue, Beaverton, OR 90078.
(b) The title and class of equity securities to which this statement
relates is the common stock, $.01 par value, of the Company (the "Shares").
The information set forth in "INTRODUCTION" of the Offer to Purchase, a
copy of which is attached hereto as Exhibit A (the "Offer to Purchase"), is
incorporated herein by reference. Capitalized terms used and not defined herein
have the meanings ascribed to them in the Offer to Purchase.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) and (f): This statement is filed by Cadence Design Systems,
Inc., a Delaware corporation ("Cadence"), and CDSI Acquisition Corporation, a
Delaware corporation ("Purchaser" and, together with Cadence, the "Reporting
Persons").
The information concerning the name, state or other place of
organization, principal business and address of the principal office of
Purchaser and Cadence, and the name, business address, present principal
occupation or employment (including the name, principal business and address of
any corporation or other organization in which such employment or occupation is
conducted) set forth in "INTRODUCTION," "THE TENDER OFFER--8. Certain
Information Concerning Cadence and Purchaser" and Schedule I ("Directors and
Executive Officers of Cadence and Purchaser") of the Offer to Purchase is
incorporated herein by reference.
(d) During the last five years neither Cadence, Purchaser nor any
officer or director of Cadence or Purchaser has been convicted in any criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years neither Cadence, Purchaser nor, to
Cadence's and Purchaser's knowledge, any officer or director of Cadence or
Purchaser has been party to any civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which such person would have been
subject to any judgment, decree or final order enjoining future violations of or
prohibiting or mandating activities subject to Federal or State securities laws
or finding any violation with respect to such laws.
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SCHEDULE 13D Page 5 of 8 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in "THE TENDER OFFER--9. Source and Amount of
Funds" and "THE TENDER OFFER--13. The Merger Agreement, the Stock Option
Agreement and the Stockholders Agreement" in the Offer to Purchase is hereby
incorporated by reference.
In the event that Cadence exercises its rights to purchase Shares
pursuant to the Stock Option Agreement, dated as of June 14, 1999, between the
Company, Purchaser and Cadence, a copy of which is attached hereto as Exhibit C
(the "Stock Option Agreement"), Cadence intends to use its available cash on
hand, or, to the extent necessary, borrow a portion of such funds pursuant to
its existing bank line of credit.
In the event that Cadence exercises its rights to purchase Shares
pursuant to the Stockholders Agreement, dated as of June 14, 1999, among the
stockholders of the Company listed on Schedule I thereto, Purchaser and Cadence,
a copy of which is attached hereto as Exhibit D (the "Stockholders Agreement"),
Cadence intends to use its available cash on hand, or, to the extent necessary,
borrow a portion of such funds pursuant to its existing bank line of credit.
ITEM 4. PURPOSE OF THE TRANSACTION.
(a) - (g) and (j): The information set forth in "INTRODUCTION," "THE
TENDER OFFER--11. Contacts with the Company; Background of the Offer and the
Merger" and "THE TENDER OFFER--13. The Merger Agreement, the Stock Option
Agreement and the Stockholders Agreement" of the Offer to Purchase is
incorporated herein by reference.
(h) and (i): The information set forth in "THE TENDER OFFER--17.
Effects of the Offer on the Market for Shares; Nasdaq National Market and
Exchange Act Registration" of the Offer to Purchase is incorporated herein by
reference.
Except as disclosed in the Offer to Purchase, the Agreement and Plan of
Merger, dated as of June 14, 1999, by and among the Company, Purchaser and
Cadence, a copy of which is attached hereto as Exhibit B (the "Merger
Agreement"), the Stock Option Agreement and the Stockholders Agreement, neither
Cadence nor Purchaser has any current plans or proposals that relate to or would
result in any of the events described in clauses (a) through (j) of the
instructions to Item 4 of Schedules 13D.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) - (c): The information set forth in "INTRODUCTION," "THE TENDER
OFFER--11. Contacts with the Company; Background of the Offer and the Merger"
and "THE TENDER OFFER--13. The Merger Agreement, the Stock Option Agreement and
the Stockholders Agreement" of the Offer to Purchase is incorporated herein by
reference.
As a result of the Reporting Persons' conditional option to purchase
certain Shares pursuant to the Stock Option Agreement, Cadence may be deemed to
own beneficially an aggregate of 1,863,331 Shares (representing approximately
16.66% of the Shares outstanding on June 14, 1999 after giving effect to the
issuance of the Shares upon exercise of the option).
As a result of the Reporting Persons' obtaining an irrevocable proxy
with respect to certain Shares pursuant to the Stockholders Agreement and the
Reporting Persons'
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SCHEDULE 13D Page 6 of 8 Pages
conditional option to purchase certain Shares pursuant to the Stockholders
Agreement, the Reporting Persons may be deemed to own beneficially an
aggregate of up to 1,758,068 Shares (representing approximately 18.9% of the
Shares outstanding on June 14, 1999).
(d): The information set forth in "THE TENDER OFFER--13. The Merger
Agreement, the Stock Option Agreement and the Stockholders Agreement" of the
Offer to Purchase is incorporated herein by reference.
(e): Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The information set forth in "INTRODUCTION," "THE TENDER OFFER--8.
Certain Information Concerning Cadence and Purchaser," "THE TENDER OFFER--11.
Contacts with the Company; Background of the Offer and the Merger" and "THE
TENDER OFFER--13. The Merger Agreement, the Stock Option Agreement and the
Stockholders Agreement" of the Offer to Purchase is incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Offer to Purchase, dated June 18, 1999 (incorporated by
reference to Exhibit (a)(1) to Cadence's Tender Offer Statement on Schedule
14D-1, dated June 18, 1999).
Exhibit B Agreement and Plan of Merger, dated as of June 14, 1999,
between the Company, Purchaser and Cadence (incorporated by reference to Exhibit
(c)(1) to Cadence's Tender Offer Statement on Schedule 14D-1, dated June 18,
1999).
Exhibit C Stock Option Agreement, dated as of June 14, 1999, between
the Company, Purchaser and Cadence (incorporated by reference to Exhibit (c)(2)
to Cadence's Tender Offer Statement on Schedule 14D-1, dated June 18, 1999).
Exhibit D Stockholders Agreement, dated as of June 14, 1999, among
the stockholders of the Company listed on Schedule I thereto, Purchaser and
Cadence (incorporated by reference to Exhibit (c)(3) to Cadence's Tender
Offer Statement on Schedule 14D-1, dated June 18, 1999).
Exhibit E Revolving Credit Agreement, dated September 30, 1998, by
and between ABN-AMBRO Bank and Cadence (incorporated by reference to Exhibit
10.45 from Cadence's Form 10-Q for the third quarter ended October 3, 1998).
Exhibit F Amendment, dated October 16, 1998, to the Revolving
Credit Agreement, dated September 30, 1998, by and between ABN-AMBRO Bank and
Cadence (incorporated by reference to Exhibit 10.46 from Cadence's Form 10-Q
for the third quarter ended October 3, 1998).
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SCHEDULE 13D Page 7 of 8 Pages
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.
Dated as of June 24, 1999.
CADENCE DESIGN SYSTEMS, INC.
By: /s/ R.L. SMITH MCKEITHEN
---------------------------------------------
R.L. Smith McKeithen, Senior Vice President,
General Counsel and Secretary
CDSI ACQUISITION CORPORATION
By: /s/ WILLIAM PORTER
---------------------------------------------
William Porter, Senior Vice President, Chief
Financial Officer and Assistant Secretary
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SCHEDULE 13D Page 8 of 8 Pages
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
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Exhibit A Offer to Purchase, dated June 18, 1999 (incorporated by
reference to Exhibit (a)(1) to Cadence's Tender Offer
Statement on Schedule 14D-1, dated June 18, 1999).
Exhibit B Agreement and Plan of Merger, dated as of June 14, 1999,
between the Company, Purchaser and Cadence (incorporated by
reference to Exhibit (c)(1) to Cadence's Tender Offer
Statement on Schedule 14D-1, dated June 18, 1999).
Exhibit C Stock Option Agreement, dated as of June 14, 1999,
between the Company, Purchaser and Cadence (incorporated by
reference to Exhibit (c)(2) to Cadence's Tender Offer
Statement on Schedule 14D-1, dated June 18, 1999).
Exhibit D Stockholders Agreement, dated as of June 14, 1999, among
the stockholders of the Company listed on Schedule I
thereto, Purchaser and Cadence (incorporated by reference
to Exhibit (c)(3) to Cadence's Tender Offer Statement on
Schedule 14D-1, dated June 18, 1999).
Exhibit E Revolving Credit Agreement, dated September 30, 1998, by
and between ABN-AMBRO Bank and Cadence (incorporated by
reference to Exhibit 10.45 from Cadence's Form 10-Q for the
third quarter ended October 3, 1998).
Exhibit F Amendment, dated October 16, 1998, to the Revolving
Credit Agreement, dated September 30, 1998, by and between
ABN-AMBRO Bank and Cadence (incorporated by reference to
Exhibit 10.46 from Cadence's Form 10-Q for the third
quarter ended October 3, 1998).
