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): June 30, 1996
STRUCTURAL DYNAMICS RESEARCH CORPORATION
(Exact name of Registrant as specified in its Charter)
Ohio 0-16230 31-0733928
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification Number)
incorporation)
2000 Eastman Drive, Milford, Ohio 45150
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (513) 576-2400
N/A
(Former name or former address, if changed since last report)<PAGE>
Item 2. Acquisition or Disposition of Assets.
On June 27, 1996, the shareholders of CAMAX Manufacturing
Technologies, Inc., a Minnesota corporation ("CAMAX") adopted an
Agreement of Merger and Plan of Reorganization dated as of January
16, 1996 by and among CAMAX, Structural Dynamics Research
Corporation ("SDRC") and SDRC-Systems, Inc., an Ohio corporation
("SDRC-Systems"), as amended, (the "Merger Agreement"). Pursuant to
the Merger Agreement, effective as of June 30, 1996, CAMAX merged
with and into SDRC-Systems, a wholly-owned subsidiary of SDRC, and
the articles of incorporation of SDRC-Systems were amended to change
its name to CAMAX Manufacturing Technologies, Inc. At the effective
date of the merger, the CAMAX shareholders received, in the
aggregate, 1,008,403 shares of SDRC Common Stock in exchange for all
of the shares of CAMAX issued and outstanding on the effective date
of the merger. The total number of shares of SDRC Common Stock to
be issued in the merger was determined by dividing the total value
of the transaction, $30 million, by the Applicable Market Value Per
Share of SDRC Common Stock. The "Applicable Market Value Per Share
of SDRC Common Stock" was the average per share closing price of
SDRC Common Stock as reported on the Nasdaq National Market for the
twenty trading days ending on the second trading day prior to the
mailing date of the Proxy Statement/Prospectus to the CAMAX
shareholders. The mailing date was May 28, 1996. The Applicable
Market Value Per Share of SDRC Common Stock was $29.75 per share.
Accordingly, the CAMAX shareholders received an aggregate of
1,008,403 shares of SDRC Common Stock, or .0551 shares of SDRC
Common Stock for each share of CAMAX Common Stock owned, of which
10% is being held in escrow pursuant to the Merger Agreement. In
addition, in accordance with the Merger Agreement, SDRC will assume
all of CAMAX's outstanding stock options. The acquisition will be
accounted for under the pooling of interests method.
CAMAX develops and supports computer-aided manufacturing ("CAM")
software for computerized numerical control ("NC" or "CNC")
applications. Pursuant to the Merger Agreement, SDRC will acquire
all of the assets of the business owned by CAMAX and its
subsidiaries which include, but are not limited to, real property
leases, personal property and equipment, employees, intellectual
property, accounts receivable and contracts. SDRC intends to use
the CAMAX assets to further strengthen and expand its CAM offering.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired
The financial statements of CAMAX for the year ended December 31,
1995 and for the quarter ended March 31, 1996 are hereby
incorporated by reference from the Structural Dynamics Research
Corporation's Registration Statement on Form S-4, Registration No.
333-907, effective on May 28, 1996.
(b) Proforma financial information
The proforma financial information is hereby incorporated by
reference from the Structural Dynamics Research Corporation's
Registration Statement on Form S-4, Registration No. 333-907,
effective on May 28, 1996.
(c) Exhibits
Exhibit No. Description Page
2 Agreement of Merger and *
Plan of Reorganization dated
as of January 16, 1996 by and among
Structural Dynamics Research
Corporation, CAMAX Manufacturing
Technologies, Inc. and SDRC-Systems,
Inc., as amended
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Coopers & Lybrand L.L.P.
________________________
* Incorporated by reference to Structural Dynamics Research
Corporation's Registration Statement on Form S-4, Registration No.
333-907 declared effective by the Securities and Exchange Commission
on May 28, 1996.
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 thereunto duly authorized.
STRUCTURAL DYNAMICS
RESEARCH CORPORATION
Date:July 3, 1996 By: /s/ Jeffrey J. Vorholt
Jeffrey J. Vorholt
Vice President, Chief
Financial Officer
and Treasurer
<PAGE>
Exhibit 23.1
Independent Auditor's Consent
We consent to the incorporation by reference in the Current Report
on Form 8-K of Structural Dynamics Research Corporation dated June
30, 1996 of our report dated March 12, 1996 (which report expresses
an unqualified opinion and includes an explanatory paragraph
referring to a change in the method of accounting for income taxes
by adopting the provisions of the Financial Accounting Standard
Board's Statement of Financial Accounting Standard No. 109,
Accounting for Income Taxes, in 1993) relating to consolidated
financial statements of CAMAX Manufacturing Technologies, Inc. as of
December 31, 1994 and 1995 and for each of the three years in the
period ended December 31, 1995 appearing in the Registration
Statement No. 333-907 of Structural Dynamics Research Corporation on
Form S-4.
/s/ Deloitte & Touche LLP
Minneapolis, Minnesota
July 1, 1996
<PAGE>
Exhibit 23.2
Consent of Independent Accountants
We consent to the incorporation by reference in the current report
of Structural Dynamics Research Corporation on Form 8-K of our
report dated February 10, 1994 on our audit of the consolidated
statements of income, stockholders' equity and cash flows of Point
Control Co. and subsidiaries for the year ended December 31, 1993,
which is incorporated by reference in the Registration Statement on
Form S-4 (File No. 333-907) of Structural Dynamics Research
Corporation filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933.
/s/ Coopers & Lybrand
Eugene, Oregon
February 10, 1994
