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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): May 25, 1999
CADENCE DESIGN SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-10606 77-0148231
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation ) Number) Identification Number)
2655 Seely Road, Building 5
San Jose, California 95134
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code: (408) 943-1234
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Item 2. Acquisition or Disposition of Assets.
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On May 25, 1999, Cadence Design Systems, Inc., a Delaware corporation (the
"Registrant"), acquired all of the outstanding capital stock of Quickturn Design
Systems, Inc., a Delaware corporation ("Quickturn"), for an aggregate purchase
price of $271 million (the "Acquisition"). Quickturn stockholders will receive
the Registrant's common stock at an exchange ratio of 1.2712 of the Registrant's
shares for each share of Quickturn common stock. The Acquisition was effected
by means of a merger pursuant to which a wholly-owned subsidiary of the
Registrant merged with and into Quickturn, with Quickturn as the surviving
company. As a result of such merger, Quickturn became a wholly-owned subsidiary
of the Registrant. The consideration paid by the Registrant for Quickturn's
outstanding capital stock was negotiated at arm's length between the parties on
the basis of the Registrant's assessment of the value of Quickturn and its
capital stock, following an investigation of, and discussions with Quickturn and
its representatives concerning Quickturn and its business and prospects.
Certain of Quickturn's officers, including Keith R. Lobo, President and Chief
Executive Officer of Quickturn, have entered into employment and related
agreements with the Registrant. To the Registrant's knowledge, there is no
other material relationship between any of the former stockholders of Quickturn
and the Registrant or any of its affiliates, any director or officer of the
Registrant, or any associate of any such director or officer.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Business Acquired
None of the required financial statements are currently available.
Pursuant to paragraph (a)(4) of Item 7, the required financial statements will
be filed as soon as practicable, but not later than July 26, 1999, unless
waived.
(b) Pro Forma Financial Information
None of the required pro forma financial information is currently
available. Pursuant to paragraph (b)(2) of Item 7, the required pro forma
financial information will be filed as soon as practicable, but not later than
July 26, 1999, unless waived.
(c) Exhibits
Exhibit No. Description
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Exhibit 99.1 Press Release of the Registrant issued on May 25, 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 as of May 25, 1999.
CADENCE DESIGN SYSTEMS, INC.
By: /s/ R.L. Smith McKeithen
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R.L. Smith McKeithen
Senior Vice President and General Counsel
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EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Document Page
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Exhibit 99.1 Press Release of the Registrant issued on May 25, 1999.
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EXHIBIT 99.1
For Immediate Release
For more information, please contact:
Laurie Stanley
Cadence Design Systems, Inc.
408-428-5019
[email protected]
CADENCE AND QUICKTURN COMPLETE MERGER
Merger Breaks SOC Verification Bottleneck with Integrated Flow
for System Design through Prototype
SAN JOSE, Calif. - May 25, 1999 - Cadence Design Systems, Inc. (NYSE:CDN),
the worldwide leader of electronic design software and services, and Quickturn
Design Systems, Inc. (NASDAQ:QKTN), the leading provider of emulation
verification systems and services, announced today the completion of their
merger. The merged company provides the critical technologies and methodologies
necessary to complete the system design-through-prototyping flow for verifying
the functionality of today's modern devices and systems-on-a-chip (SOC).
The merger agreement, unanimously approved by the board of directors of
both companies earlier this year, was approved by Quickturn shareholders on May
21, 1999. Under the terms of the agreement, Cadence will issue approximately 23
million shares of common stock to acquire all of the outstanding shares of
Quickturn common stock in a tax-free, stock-for-stock transaction with an
aggregate purchase price of approximately $271 million. Quickturn stockholders
will receive Cadence common stock at an exchange ratio of 1.2712 Cadence shares
for each share of Quickturn.
Quickturn will operate as a separate organization within the Cadence Design
Productivity group that develops, markets and sells electronic design automation
software and services. The new Quickturn group will be led by Keith Lobo as
senior vice president at Cadence. In addition to his Quickturn responsibilities,
Lobo will join the Design Productivity group as senior vice president of
strategy and business development.
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Cadence and Quickturn Complete Merger Page 2
"Cadence and Quickturn share a long, successful history of design
verification excellence through the synergies of our complementary product
offerings and strong working relationship," said Ray Bingham, CEO of Cadence.
"We've aggressively leveraged our partnership to address the exploding
verification gap from different, but complementary perspectives. This is a
compelling advantage for us as a united force focused on solving customers'
toughest design problems."
Merger of Excellence in Design Verification
"Many customers require rapid prototyping techniques as part of their
verification environment, particularly as they transition to 0.18 micron
technologies and SOC. Quickturn provides the answer to this need," said Shane
Robison, president of the Design Productivity group at Cadence responsible for
electronic design automation (EDA) products and services. "Quickturn's high
capacity and performance emulation technology and experienced emulation
methodology services personnel close the gap for Cadence to deliver the
industry's most comprehensive, integrated system-to-chip verification flow."
Prior to the merger, Quickturn actively participated in the Cadence
Alanza/TM/ group Connections program for third-party software vendors and was
awarded the premier status of Platinum member by Cadence as the companies
jointly targeted the challenges of deep sub-micron SOC verification. Cadence
responded with a system co-development and functional verification strategy,
starting from the abstract system capture through component design and
simulation signoff, including static verification. Quickturn attacked the full
system verification bottleneck for multi-million gate designs from the point of
final signoff back into regression simulation with capabilities for cycle-based
verification.
According to Lobo, "The Quickturn and Cadence merger unites the
verification strategies and strengths of the two companies into a flow that
combines high performance acceleration with in-circuit emulation, and delivers
the simulation accuracy needed to verify the functionality of today's highly
integrated devices."
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Cadence and Quickturn Complete Merger Page 3
The Quickturn Mercury emulation technology complements Cadence's co-
development product line that includes the Cadence virtual component co-design
(VCC) products, the Cierto/TM/ signal processing workstation, and the recently
announced Affirma/TM/ HW/SW verifier. The companies will build a cycle-based
simulation flow around the Quickturn CoBALT system that enhances the Cadence
static verification tool suite by combining cycle simulation with static timing
analysis and formal equivalency checking.
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.
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Except for the historical information contained herein, the matters discussed in
this news release are forward looking statements that involve risks and
uncertainties. Risks about the Company's business are detailed from time to time
in the Company's SEC reports, including the report on Form 10-K for the year
ended January 2, 1999 and Form 10-Q for the quarter ended April 3, 1999. Cadence
and the Cadence logo are registered trademarks, Cierto and Affirma are
trademarks and Alanza is a service mark of Cadence Design Systems, Inc. All
others are properties of their holders.
