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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 19, 1997
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Viewlogic Systems, Inc.
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(Exact name of registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-19730 04-2830649
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(Commission File (IRS Employer
Number) Identification No.)
293 Boston Post Road West, Marlboro, Massachusetts 01752-4615
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (508) 480-0881
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
In January 1995, Viewlogic Systems, Inc. (the
"Company") purchased a 20% equity interest in Eagle Design
Automation, Inc. ("Eagle") for $500,000. Gordon Hoffman, a
director of the Company, was the President, a director and a
principal shareholder of Eagle. In connection with that
purchase, the Company entered into an agreement with Eagle
whereby the Company licensed certain products from Eagle and
Eagle had the right to require the Company to make advance
royalty payments of up to $2,000,000. In December 1994,
Transitions Three, Limited Partnership ("Transitions Three")
purchased a 20% equity interest in Eagle for $500,000. Stanley
Alfeld, a director of the Company, is the President and Chief
Executive Officer of TTI Partners, the General Partner of
Transitions Three. Also, the Company and Transitions Three
guaranteed up to $1,000,000 of debt of Eagle. On February 19,
1997 the Company exercised its option to purchase all of the
capital stock of Eagle not previously owned by the Company (the
"Purchase").
The Company paid a total of $5,788,000 in cash to the
shareholders of Eagle for the 80% of Eagle capital stock not
previously owned by the Company, and the Company assumed
liabilities of $100,000 of Eagle and committed to future payments
over the next year to the former shareholders of Eagle of up to
$200,000 based on the shipment of Eagle's backlog. Also,
$1,475,000 of royalties advanced by the Company to Eagle were
forgiven on completion of the Purchase. Of the total cash
purchase price, $1,393,000 was paid to Mr. Hoffman and $1,878,000
was paid to Transitions Three. The Company used available cash
generated from operations to fund the Purchase. The Company is
also required to pay the prior shareholders of Eagle additional
payments based on the sale by the Company of Eagle's products
over the three year period beginning after certain sales targets
have been met. Such payments will be distributed amongst the
prior shareholders of Eagle based on their prior share ownership.
No payments are required after that three year period. There are
no minimum or maximum payments based on the sale of Eagle's
products; however, if current sales projections are met, such
additional payments could total approximately $5,500,000.
The purchase price was determined in an "arms-length"
negotiation and the Purchase was unanimously approved by the
Boards of Directors of the Company and Eagle.
Eagle develops and markets hardware/software co-
verification solutions for the embeded systems market. The
Company acquired such products and technology from Eagle through
the Purchase, as well as certain office equipment and furniture.
The Company currently intends to continue Eagle's business
substantially in the manner conducted by Eagle immediately prior
to the Purchase.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Financial statements of business acquired are not
required as per Rule 3-05(b) of Regulation S-X.
(b) Pro Forma Financial Information.
Pro forma financial information is not required as per
Rule 11-01(c) of Regulation S-X.
(c) Exhibits.
See Exhibit Index attached hereto.
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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.
VIEWLOGIC SYSTEMS, INC.
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(Registrant)
Date: March 3, 1997 By: /s/ Ronald R. Benanto
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Ronald R. Benanto
Chief Financial Officer, Senior
Vice President and Treasurer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Page No.
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<C> <C> <S> <C>
2.1 (1) Shareholders' Agreement by and among the Company, --
Transitions Three, Limited Partnership, Eagle Design
Automation, Inc. and certain of the shareholders of
Eagle, dated as of December 6, 1994.
2.2 Agreement by and among the Company, Eagle Design 5
Automation, Inc., Transitions Three, Limited
Partnership and certain of the shareholders of Eagle,
dated as of December 17, 1996.
2.3 Stock Purchase Agreement by and among the Company, 13
Eagle Design Automation, Inc. and all of the
shareholders of Eagle, dated as of February 19, 1997.
<FN>
(1) Incorporated herein by reference to the Company's Annual
Report on Form 10-K for the year ended December 31, 1994.
</TABLE>
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EXHIBIT 2.2
AGREEMENT
(REV. 12/4/96)
This agreement (this "Agreement") is made as of December 17,
1996 by and among Viewlogic Systems, Inc. ("Viewlogic"), Eagle
Design Automation, Inc. ("Eagle"), Transitions Three, Limited
Partnership ("Transitions Three"), Gordon B. Hoffman ("Hoffman"),
Geoffrey J. Bunza ("Bunza"), Linda Bunza, Steven Sapiro and John
Wilson (Hoffman, Bunza, Linda Bunza, Steven Sapiro, John Wilson
and all future shareholders of Eagle who become bound by this
Agreement under section 10 below are referred to herein
collectively as "Shareholders" and individually as a
"Shareholder").
In consideration of their respective rights and obligations
set forth below, Viewlogic, Eagle, Transitions Three and each of
the Shareholders hereby agree as follow.
PREAMBLE: Viewlogic, Eagle and Transitions Three are parties
to an agreement made as of December 6, 1994 and entitled
"Investment Agreement" pursuant to which (among other things)
Viewlogic and Transitions Three purchased shares of Eagle's
Series A Preferred Stock, which agreement is referred to herein
as the "Investment Agreement". Viewlogic and Eagle are parties
to an agreement made as of December 6, 1994 and entitled
"Technology Development Agreement" pursuant to which (among other
things) Viewlogic and Eagle licensed certain technology and
products to each other, which agreement is referred to herein as
the "Development Agreement". Viewlogic and Eagle are parties to
an agreement made as of December 6, 1994 and entitled "OEM
Agreement" pursuant to which (among other things) Eagle granted
to Viewlogic the right to market and distribute certain products,
which agreement is referred to herein as the "OEM Agreement".
Viewlogic, Eagle, Transitions Three and certain of the
Shareholders are parties to an agreement made as of December 6,
1994 and entitled "Shareholders' Agreement", which was entered
into in connection with the other agreements described above and
which agreement is referred to herein as the "Shareholders
Agreement". The Investment Agreement, the Development Agreement,
the OEM Agreement and the Shareholders Agreement are collectively
referred to herein as the "Prior Agreements". Viewlogic, Eagle,
Transitions Three and the Shareholders desire to modify and amend
the Prior Agreements as set forth in this Agreement. Each of the
Prior Agreements are hereby deemed amended and modified as of the
date first written above to the extent, but only to the extent,
necessary to give effect to this Agreement. The Prior Agreements
shall remain in full force and effect (according to their
respective terms) as modified by this Agreement. The Prior
Agreements and this Agreement shall be read consistently and
complementary to the greatest extent possible; however, in the
event of a conflict between any provision of this Agreement and
any provision of any of the Prior Agreements, the provision of
this Agreement shall govern. Terms defined in any of the Prior
Agreements shall have the meaning assigned to them in that Prior
Agreement when used in this Agreement, unless otherwise indicated
in this Agreement.
1. PURCHASE: Viewlogic's option, under section 6 of the
Shareholders Agreement, to purchase the capital stock of Eagle is
modified such that (a) Viewlogic shall have the option,
exercisable at any time, to purchase from the other shareholders
of Eagle all of the capital stock of Eagle not already owned by
Viewlogic, and (b) Viewlogic must purchase from the other
shareholders of Eagle all of the capital stock of Eagle not
already owned by Viewlogic within ninety (90) days after
Viewlogic receives written notice from Eagle accompanied by a
written certification from an independent accountant that Eagle
has achieved Consolidated Bookings (as defined below) for
hardware/software codesign products of at least $3,000,000 in any
consecutive twelve month period ending on or before December 31,
1999. Such purchase, if and when it occurs, shall be based on a
total Option Valuation of Eagle of nine million dollars
($9,000,000) and that amount will not be adjusted (as is the case
with the Purchase Price as set forth in sections 6.2(b)(4) and
6.2(c) of the Shareholders Agreement) as a result of loan
guaranties or
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prepaid royalties. Such purchase, if and when it
occurs, shall be implemented as set forth in the Prior Agreements
and shall be a "Deemed Liquidation" as that term is defined in
Article II section D. 2. c of the Restated Articles of
Incorporation of Eagle. The "Liquidation Price", as that term is
defined in Article II section D. 2. a of the Restated Articles of
Incorporation of Eagle, shall be paid by Viewlogic and the Option
Valuation shall be reduced by the amount of such payment. In
implementing this purchase of Eagle capital stock by Viewlogic,
all shares of Eagle capital stock held by Hoffman and Bunza will
be treated as fully vested, and all unvested ownership of, and
rights to purchase, Eagle capital stock held by others will be
canceled. Prior to Viewlogic's purchase of all of the capital
stock of Eagle, Eagle may, subject to consultation with
Viewlogic, accelerate the vesting, according to a fair and
reasonable formula, of the unvested ownership of, and rights to
purchase, Eagle capital stock but such accelerated vesting shall
not increase the total Option Valuation of Eagle which is the
basis of Viewlogic's purchase. After the purchase of all of the
capital stock of Eagle by Viewlogic, Viewlogic will grant options
to purchase a total of 50,000 shares of Viewlogic common stock to
the former Eagle employees who become Viewlogic employees. Such
stock option grants will be consistent with Viewlogic's policies
and practices applicable to its employees generally, will have a
stock purchase price at the fair market value of such stock on
the date of grant and will be subject to approval by Viewlogic's
board of directors. Viewlogic and Eagle will jointly determine
the allocation of such stock options among the eligible
individuals. Viewlogic shall have no obligation to purchase any
capital stock of Eagle if Eagle has not achieved three million
dollars ($3,000,000) of Consolidated Bookings for
hardware/software codesign products in any consecutive twelve-
month period ending on or before the close of business on
December 31, 1999. Viewlogic's purchase of Eagle capital stock
shall be subject to: (a) Viewlogic completing the customary "due
diligence" investigation of Eagle with results satisfactory to
Viewlogic; (b) Viewlogic's receipt from Eagle of the same
representations and warranties provided by Eagle in the Prior
Agreements updated as of the time of purchase and with exceptions
and an updated Disclosure Schedule reasonably satisfactory to
Viewlogic and Viewlogic's receipt from each Shareholder of the
same representations and warranties provided by the shareholders
of Eagle in the Prior Agreements updated as of the time of
purchase and with exceptions and an updated Disclosure Schedule
reasonably satisfactory to Viewlogic; (c) the customary
conditions to purchases of this nature; and (d) all other terms,
conditions and provisions in the Prior Agreements.
Consolidated Bookings means the total net value (after
discounts and credits for returns and excluding all taxes,
insurance, duties, shipping and all similar charges) of all valid
orders for hardware/software codesign products, including orders
for consulting services and support, accepted by Eagle during the
relevant time period from all sources, except Viewlogic, where
orders are received directly by Eagle; plus the total net amount
(after credits for returns, exchanges and all similar matters) of
all royalties actually payable to Eagle for the relevant time
period from all sources, except Viewlogic, based on the sale of
hardware/software codesign products, including royalties for
consulting services and support; plus the total net value (after
discounts and credits for returns and excluding all taxes,
insurance, duties, shipping and all similar charges) of all valid
orders accepted by Viewlogic during the relevant time period for
hardware/software codesign products on which Viewlogic is
obligated to pay any royalties to Eagle. Orders and/or royalty
payments for one year that are debooked or adjusted in another
year shall reduce the Consolidated Bookings for the year in which
the debooking or adjustment occurred, except that orders and/or
royalty payments in the Third Earnout Year (as defined below)
which are debooked or adjusted after the Third Earnout Year shall
reduce the Consolidated Bookings for the Third Earnout Year and
the Earnout Payment (as defined below) for the Third Earnout Year
shall be appropriately adjusted and all recipients of an Earnout
Payment for the Third Earnout Year shall promptly refund any
overpayment to Viewlogic.
2. EARNOUT: If Viewlogic purchases all of the capital stock
of Eagle as set forth in section 1 above, Viewlogic will pay to
the former shareholders of Eagle (including Viewlogic), in the
same proportion as their share ownership of Eagle which was the
basis for the payments made under section 1 above, payments (the
"Earnout Payments") based on the Consolidated Bookings of
hardware/software codesign products sold by Viewlogic. Viewlogic
will calculate the Consolidated Bookings for hardware/software
codesign products sold by Viewlogic in each of the three
consecutive twelve-month periods following the twelve-month
period in which Eagle (or its successor) first achieved three
million dollars ($3,000,000) of Consolidated Bookings (the "First
Earnout Year", "Second Earnout Year" and "Third Earnout Year",
respectively). If Consolidated Bookings for hardware/software
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codesign products are at least five million dollars ($5,000,000)
in the First Earnout Year, eight and one-half million dollars
($8,500,000) in the second Earnout Year and ten million dollars
($10,000,000) in the third Earnout Year, then the Earnout
Payments to be made by Viewlogic for the applicable Earnout Year
shall be as follows:
First Earnout Year: sixty cents ($.60) for each dollar of
Consolidated Bookings for hardware/software codesign products
over five million dollars ($5,000,000).
Second Earnout Year: fifty cents ($.50) for each dollar of
Consolidated Bookings for hardware/software codesign products
over eight and one-half million dollars ($8,500,000) and below
ten and one-half million dollars ($10,500,000); thirty-three
cents ($.33) for each dollar of Consolidated Bookings for
hardware/software codesign products over ten and one-half million
dollars ($10,500,000) and below thirteen and one-half million
dollars ($13,500,000); and twenty-eight and six tenths cents
($.286) for each dollar of Consolidated Bookings for
hardware/software codesign products over thirteen and one-half
million dollars ($13,500,000).
Third Earnout Year: sixty cents ($.60) for each dollar of
Consolidated Bookings for hardware/software codesign products
over ten million dollars ($10,000,000) and below twelve million
dollars ($12,000,000); forty cents ($.40) for each dollar of
Consolidated Bookings for hardware/software codesign products
over twelve million dollars ($12,000,000) and below fifteen
million dollars ($15,000,000); and ten cents ($.10) for each
dollar of Consolidated Bookings for hardware/software codesign
products over fifteen million dollars ($15,000,000).
No Earnout Payment will be paid for any Earnout Year in
which Consolidated Bookings for Viewlogic's sale of
hardware/software codesign products do not exceed the minimum
amounts set forth above. No Earnout Payment, and no other
compensation, will be paid for the sale or booking of
hardware/software codesign products after the Third Earnout Year.
Viewlogic shall have no obligation to make any payments with
respect to the purchase of the capital stock of Eagle beyond that
expressly set forth in sections 1 and 2 hereof.
3. FUNDING: Viewlogic shall have no obligation to make
payments of prepaid royalties to Eagle. The unearned portion of
the first one million four hundred and seventy-five thousand
dollars ($1,475,000) of prepaid royalties previously paid to
Eagle by Viewlogic will not be credited against future royalties
due by Viewlogic to Eagle according to paragraph 6.1 of the OEM
Agreement, and Viewlogic will pay future royalties to Eagle
pursuant to the OEM Agreement without regard to such prepaid
royalties. If Viewlogic purchases all of the capital stock of
Eagle as set forth in section 1 above, Eagle shall have no
obligation to repay the unearned portion of the first one million
four hundred and seventy-five thousand dollars ($1,475,000) of
prepaid royalties. If Viewlogic does not purchase all of the
capital stock of Eagle, the unearned portion of the first one
million four hundred and seventy-five thousand dollars
($1,475,000) of prepaid royalties shall be converted to a loan
from Viewlogic to Eagle as if made on January 1, 2000, Eagle
shall sign a promissory note in the form attached hereto as
Exhibit A (with appropriate changes to reflect the particular
loan), and that loan shall be repaid as described below in this
section 3.
Neither Viewlogic nor Transitions Three shall have any
obligation to guaranty any debt of, or loans to, Eagle in excess
of the one hundred thousand dollars ($100,000) currently
guaranteed by Viewlogic and Transitions Three. Eagle shall not
allow the amount outstanding under its credit line with Silicon
Valley Bank to exceed the one hundred thousand dollars ($100,000)
currently outstanding thereunder. Eagle shall not incur any debt
in excess of Eagle's debt existing on the date of this Agreement,
except for the loans to Eagle by Viewlogic contemplated by this
Agreement. If Viewlogic purchases Eagle, Viewlogic will repay
the amount outstanding under Eagle's credit line with Silicon
Valley Bank up to a maximum of one hundred thousand dollars
($100,000).
Prior to Viewlogic's acquisition of Eagle or December 31,
1999, whichever first occurs, Viewlogic will make loans to Eagle
to be used only as working capital, if, as and when requested by
Eagle in writing and upon Eagle signing a promissory note in the
form attached hereto as Exhibit A (with appropriate changes to
reflect each particular loan). Such loans shall not exceed one
million two hundred thousand dollars ($1,200,000). Eagle
acknowledges that nine hundred and fifty thousand dollars
($950,000) of such maximum loan amount has
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previously been loaned to Eagle and
Eagle has executed a promissory note as required
above, a copy of which is attached hereto as Exhibit B.
If Eagle and Viewlogic both agree in writing, Viewlogic may make
additional loans to Eagle and Eagle will sign a promissory note
in the form attached hereto as Exhibit A (with appropriate
changes to reflect the particular loan). If Eagle requests
aggregate loans in excess of one million two hundred thousand
dollars ($1,200,000) and less than three million one hundred
thousand dollars ($3,100,000) and Viewlogic does not wish to make
such excess loans to Eagle, Viewlogic will so notify Eagle in
writing and in a timely manner, and Viewlogic will thereafter no
longer have the option to purchase any Eagle capital stock, the
obligation to purchase any Eagle capital stock nor the right of
first refusal to purchase any Eagle capital stock, and Eagle may
then proceed to obtain funding from sources other than Viewlogic.
There shall be no effect on Viewlogic's option to purchase Eagle
capital stock, Viewlogic's obligation to purchase Eagle capital
stock nor Viewlogic's right of first refusal to purchase Eagle
capital stock for Viewlogic's failure to make aggregate loans to
Eagle in excess of three million one hundred thousand dollars
($3,100,000). Eagle shall have the right to repay any and all
loans made by Viewlogic at any time and from time to time without
penalty. If all loans have not been repaid by Eagle prior to
Viewlogic's purchase of all capital stock of Eagle and if
Viewlogic purchases all capital stock of Eagle as set forth in
section 1 above, then (a) the Purchase Price which is payable to
the shareholders of Eagle, other than Viewlogic, shall be reduced
dollar for dollar by the amount required to repay all loans in
full and (b) Viewlogic shall place in escrow a portion of the
amount required to repay such loans (but not more than the full
amount required to repay such loans) equal to the amount of money
equal to the net amount of Eagle's unshippable orders for
hardware/software codesign products which are scheduled to be
shipped within the next twelve months and Viewlogic shall pay to
the appropriate former shareholders of Eagle, except Viewlogic,
an amount equal to such unshippable orders for hardware/software
codesign products which are in fact shipped in that twelve month
period but not more than the full amount placed in escrow.
In any event, if Viewlogic does not purchase all capital
stock of Eagle, all loans which have not been repaid in full
prior to December 31, 1999, and all other sums which are
converted to loans as set forth herein, will be repaid by Eagle
in four equal consecutive quarterly installments of principal and
interest with the first payment due on April 1, 2000. All such
loans will bear interest at the prime rate in effect on the date
the loan is made, interest will accrue from the date the loans
were first made, no interest payments will be required until the
first payment of principal is due at which time all interest due
through that date will be paid. Viewlogic shall have the right,
at any time and from time to time, to offset any and all moneys
owed by Viewlogic to Eagle against any and all moneys owed by
Eagle to Viewlogic.
4. NEW PROJECTS: At any time and from time to time, Eagle
and Viewlogic may mutually determine that Eagle should develop a
hardware/software codesign product or conduct a project related
to hardware/software codesign products not then contemplated by
Eagle's business plan. In such case, Eagle will submit a
business plan for approval by Viewlogic which business plan must
include, as projected for the next twelve month period, an income
statement, a balance sheet, a statement of cash flows and a
detailed description of Eagle's business. If Viewlogic approves
the business plan in its sole discretion and if the business plan
shows an operating loss, Viewlogic will loan to Eagle an amount
of money sufficient to enable Eagle to break even in terms of
operating income according to that business plan and Eagle shall
sign a promissory note in the form attached hereto as Exhibit A
(with appropriate changes to reflect the particular loan). All
money loaned to Eagle under this provision will be repaid and
treated the same as the loans described in section 3 above.
5. RIGHT OF FIRST REFUSAL: The Financing Refusal Period (as
defined in section 2.2 of the Investment Agreement), and the
Refusal Period (as defined in section 4.2 of the Shareholders
Agreement) and the Sale Refusal Period (as defined in section 5.2
of the Shareholders Agreement) are each shortened from ninety
(90) days to thirty (30) days. The time period of ten (10) days
specified in the last sentence of section 2.2 of the Investment
Agreement is increased to thirty (30) days. Viewlogic's right of
first refusal under section 4 of the Shareholders Agreement shall
be subject to the right of Eagle, if such right exists, to
repurchase from employees of Eagle shares of Eagle capital stock
pursuant to the terms of any stock option agreement between Eagle
and such employee.
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6. ROYALTIES: Prior to Viewlogic's purchase of all of the
capital stock of Eagle or December 31, 1999, whichever first
occurs, the royalties payable by Viewlogic under the OEM
Agreement for the sale of hardware/software codesign products
will be paid monthly within thirty days after the applicable
month rather than quarterly. After December 31, 1999, if
Viewlogic has not purchased all of the capital stock of Eagle,
then royalties payable by Viewlogic under the OEM Agreement for
the sale of hardware/software codesign products will again be
paid quarterly, as set forth in the OEM Agreement.
7. SALES ORGANIZATION: Eagle's Vice President of Sales (or
highest level sales person if there is no Vice President of
Sales) shall devote his or her efforts substantially full time
(meaning an average of 35 hours per week in each 3 month period)
to assist Viewlogic in building, developing and training a
Viewlogic sales force which is fully qualified to sell
hardware/software codesign products. Eagle's Vice President of
Sales will have the responsibility and authority of a direct
report to Viewlogic's Senior Vice President of Sales. Prior to
March 31, 1997, Viewlogic will assign quota for hardware/software
codesign products to at least one Application Engineer and one
Sales Representative in each of Viewlogic's Eastern USA, Western
USA and European sales territories. Viewlogic accepts, as
bonafide sales targets, Eagle's forecast of Eagle's Consolidated
Bookings for hardware/software codesign products as follows: for
calendar year 1997 $5,000,000; for calendar year 1998
$10,000,000; and for calendar year 1999 $17,000,000. If
Viewlogic purchases all of the capital stock of Eagle, Viewlogic
will, at least until the end of the Third Earnout Year, keep
staffing for hardware/software codesign products at levels
consistent with good business practices and with product
opportunities.
8. OFFICES: Until June 30, 2000, Viewlogic will maintain an
office in or near Beaverton, Oregon for the marketing and
engineering of hardware/software codesign products.
9. TRANSITIONS THREE: Transitions Three's right to require
Viewlogic to purchase the shares of Eagle capital stock held by
Transitions Three, as set forth in section 7 of the Shareholders
Agreement, shall remain as is in the Shareholders Agreement and
completely unaffected by this Agreement.
10. SHAREHOLDERS: By signing this Agreement, each
Shareholder acknowledges and agrees that they are bound by the
Shareholders Agreement, as modified by this Agreement, as fully
as if they had signed the Shareholders Agreement. Eagle shall
not issue any shares of its capital stock to any person or entity
unless and until such person or entity signs and agrees to be
legally bound by this Agreement.
Agreed, accepted and executed as a sealed instrument by
Viewlogic, Eagle, Transitions Three and each of the Shareholders.
Eagle Design Automation, Inc. Viewlogic Systems, Inc.
/s/ Gordon B. Hoffman /s/ Peter T. Johnson
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Transitions Three, Limited Partnership Gordon B. Hoffman
/s/ Stanley F. Alfeld /s/ Gordon B. Hoffman
- ---------------------- ----------------------
Geoffrey J. Bunza Linda Bunza
/s/ Geoffrey J. Bunza /s/ Linda Bunza
- ---------------------- ----------------
Steven Sapiro John Wilson
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/s/ Steven Sapiro /s/ John Wilson
- ------------------ ----------------
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EXHIBIT A
PROMISSORY NOTE
$_______________ _______________, 1997
FOR VALUE RECEIVED, Eagle Design Automation, Inc., an Oregon
corporation, (the "Debtor"), promises to pay to Viewlogic
Systems, Inc. ( "Holder"), or order, ___________________ dollars
($______________) in United States Dollars and in immediately
available funds, at the main office of Holder or as otherwise
provided herein, together with interest on the unpaid principal
amount hereof, accruing from the date of this Note, at the rate
of ______ percent (___%) per annum. The entire principal amount
of this Note, and interest thereon, is due and payable in four
(4) equal and consecutive quarterly installments of principal and
interest, with the first payment, which shall include all
interest accrued from the date of this Note, due and payable on
April 1, 2000. The entire principal amount of this Note and all
accrued interest shall be prepaid by Debtor if and as agreed in
any preexisting, concurrent or future written agreement between
Holder and Debtor.
This Note may be prepaid in whole or in part at any time or
from time to time in the sole discretion of the Debtor. Any such
prepayment shall be without premium or penalty.
Debtor hereby waives presentment, notice of dishonor, protest
and any or all other notices or demands in connection with this Note
(other than demand for payment). The failure or delay of Holder
or any other holder hereof to exercise any right or power
hereunder shall not be construed as a waiver of the right to
exercise the same or any other right at any time and from time to
time thereafter, nor shall a single or partial exercise of a
power or right preclude other or further exercises thereof, or
the exercise of any other power or right.
Holder and any other holder of this Note shall have the right
to assign, sell, transfer ownership, discount or otherwise use the
value hereof without restrictions at its sole discretion, without
written consent of or notice to Debtor.
Debtor shall pay to the holder of this Note upon demand all
legal and other costs and expenses of every kind, including without
limitation attorneys' fees and disbursements, relating to the
collection and/or enforcement of this Note and/or of any rights
hereunder. If any portion of the principal amount of this Note
is not paid when due, interest shall accrue on such unpaid
principal at the rate of eighteen percent (18%) per annum, or the
highest legal rate if lower, until paid in full.
In case any one or more of the provisions contained in this
Note shall for any reason be held to be invalid, illegal or
unenforceable, no other provision hereof shall be affected, and
this Note shall be construed as if such invalid, illegal or
unenforceable provisions had been modified to the extent
necessary to render them valid, legal and enforceable.
This Note shall be governed and construed in accordance with
the laws of the Commonwealth of Massachusetts, excluding its conflict
of law rules.
DEBTOR: EAGLE DESIGN AUTOMATION INC.
By:________________________________
Name:_________________________
Title:_______________________
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EXHIBIT B
PROMISSORY NOTE
$950,000 December 17, 1996
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FOR VALUE RECEIVED, Eagle Design Automation, Inc., an Oregon
corporation, (the "Debtor"), promises to pay to Viewlogic
Systems, Inc. ( "Holder"), or order, nine hundred and fifty
thousand dollars ($950,000) in United States Dollars and in
immediately available funds, at the main office of Holder or as
otherwise provided herein, together with interest on the unpaid
principal amount hereof, accruing from the date of this Note, at
the rate of eight and one half percent (8.5%) per annum. The
entire principal amount of this Note, and interest thereon, is
due and payable in four (4) equal and consecutive quarterly
installments of principal and interest, with the first payment,
which shall include all interest accrued from the date of this
Note, due and payable on April 1, 2000. The entire principal
amount of this Note and all accrued interest shall be prepaid by
Debtor if and as agreed in any preexisting, concurrent or future
written agreement between Holder and Debtor.
This Note may be prepaid in whole or in part at any time or
from time to time in the sole discretion of the Debtor. Any such
prepayment shall be without premium or penalty.
Debtor hereby waives presentment, notice of dishonor, protest
and any or all other notices or demands in connection with this Note
(other than demand for payment). The failure or delay of Holder
or any other holder hereof to exercise any right or power
hereunder shall not be construed as a waiver of the right to
exercise the same or any other right at any time and from time to
time thereafter, nor shall a single or partial exercise of a
power or right preclude other or further exercises thereof, or
the exercise of any other power or right.
Holder and any other holder of this Note shall have the right
to assign, sell, transfer ownership, discount or otherwise use the
value hereof without restrictions at its sole discretion, without
written consent of or notice to Debtor.
Debtor shall pay to the holder of this Note upon demand all
legal and other costs and expenses of every kind, including without
limitation attorneys' fees and disbursements, relating to the
collection and/or enforcement of this Note and/or of any rights
hereunder. If any portion of the principal amount of this Note
is not paid when due, interest shall accrue on such unpaid
principal at the rate of eighteen percent (18%) per annum, or the
highest legal rate if lower, until paid in full.
In case any one or more of the provisions contained in this
Note shall for any reason be held to be invalid, illegal or
unenforceable, no other provision hereof shall be affected, and
this Note shall be construed as if such invalid, illegal or
unenforceable provisions had been modified to the extent
necessary to render them valid, legal and enforceable.
This Note shall be governed and construed in accordance with
the laws of the Commonwealth of Massachusetts, excluding its conflict
of law rules.
DEBTOR: EAGLE DESIGN AUTOMATION INC.
By: /s/ Robert C. McCarthy
-----------------------
Name: Robert C. McCarthy
------------------
Title: Vice President & Chief Financial Officer
----------------------------------------
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EXHIBIT 2.3
REV. 2/13/97
STOCK PURCHASE AGREEMENT
AMONG
VIEWLOGIC SYSTEMS, INC.,
EAGLE DESIGN AUTOMATION, INC.
AND
CERTAIN STOCKHOLDERS OF EAGLE DESIGN AUTOMATION, INC.
February 19, 1997
13
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <S> <C>
ARTICLE 1 PURCHASE AND SALE OF EAGLE SECURITIES 1
ARTICLE 2 REPRESENTATIONS AND WARRANTIES PERTAINING
TO EAGLE 3
ARTICLE 3 REPRESENTATIONS AND WARRANTIES PERTAINING TO THE
HOLDERS 9
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF VIEWLOGIC 10
ARTICLE 5 INDEMNIFICATION 10
ARTICLE 6 MISCELLANEOUS 14
</TABLE>
Exhibit A - Holders and Eagle Securities
Exhibit B - Form of Non-Competition Agreement
Exhibit C - Form of Opinion of Counsel to Eagle
Disclosure Schedule
14
<PAGE>
STOCK PURCHASE AGREEMENT
Agreement entered into as of February 19, 1997 by and among
Viewlogic Systems, Inc., a Delaware corporation ("Viewlogic"),
Eagle Design Automation, Inc., an Oregon corporation ("Eagle")
and those persons listed on Exhibit A hereto, (each,
individually, a "Holder" and collectively, the "Holders").
Viewlogic, Eagle and the Holders are referred to collectively
herein as the "Parties."
WHEREAS, Viewlogic is the holder of certain shares of Series A
Preferred Stock of Eagle; and
WHEREAS, Viewlogic has the right, pursuant to Section 6 of that
Shareholders Agreement dated December 6, 1994 among Viewlogic,
Eagle and certain shareholders of Eagle (the "Shareholders
Agreement"), to purchase all shares of Eagle capital stock held
by the shareholders of Eagle (the "Eagle Securities"); and
WHEREAS, Viewlogic, Eagle and the Holders are parties to an
Agreement dated December 17, 1997 (the "Amendment"), which, among
other things, amends the Shareholders Agreement and the terms of
Viewlogic's option to purchase the Eagle Securities from the
Holders; and
WHEREAS, Viewlogic now elects to exercise its option to acquire
all Eagle Securities, pursuant to the Shareholders Agreement and
the Amendment, on the terms and conditions stated herein;
NOW, THEREFORE, in consideration of the representations,
warranties and covenants herein contained, the Parties agree as
follows:
ARTICLE 1
PURCHASE AND SALE OF EAGLE SECURITIES
1.1 SALE OF SHARES. On the date hereof, each Holder shall sell
to Viewlogic, and Viewlogic shall purchase from such Holder,
all right, title and interest in and to the Eagle Securities
listed beside such Holder's name on Exhibit A, free and
clear of all liens, encumbrances, charges, equities or
restrictions of any nature whatsoever except for those
described herein or in the disclosure schedule attached
hereto (the "Disclosure Schedule").
1.2 CONSIDERATION. Viewlogic shall pay to the Holders the
following amounts in respect of the Eagle Securities (the
"Consideration"):
a. In respect of each share of Series A Preferred Stock of
Eagle: $1.326836 per share;
b. In respect of each share of Common Stock of Eagle:
$.928785 per share.
Set forth on Exhibit A is a list of all Holders and the
total number of Eagle Securities.
1.3 CONSIDERATION. The Parties agree and stipulate that the
Consideration constitutes all the monetary consideration
required to be paid by Viewlogic in respect of the Eagle
Securities pursuant to the Shareholders Agreement and the
Amendment.
1.4 TAXATION. The parties acknowledge that the sale of the
Eagle Securities by each Holder will be fully taxable to
each such Holder.
1.5 DELIVERIES. In connection with the purchase and sale of the
Eagle Securities, the parties shall, on the date hereof,
take the following actions:
(1) Each of Gordan Hoffman and Geoffrey Bunza shall execute
and deliver to Viewlogic a
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<PAGE>
Non-Competition Agreement in the form attached hereto
as Exhibit B;
(2) Eagle and the Holders shall deliver to Viewlogic an
opinion of their counsel with respect to the matters
set forth in Exhibit C attached hereto, dated as of the
date hereof;
(3) Each director and corporate officer of Eagle, shall
resign from such office;
(4) Eagle shall have canceled and terminated all
outstanding options and warrants, by whomever held, to
acquire any capital stock of Eagle, whether vested or
unvested;
(5) The Holders shall deliver to Viewlogic all certificates
representing or evidencing Eagle Securities, duly
endorsed to Viewlogic, in accordance with the terms
hereof;
(6) Viewlogic shall deliver to the Holders the
Consideration, as described herein.
1.6 FURTHER ASSURANCES. At any time and from time to time
hereafter, at Viewlogic's request and without further
consideration, each of the Holders shall promptly execute
and deliver such instruments of sale, transfer, conveyance,
assignment and confirmation, and take all such other action
as Viewlogic may reasonably request, more effectively to
transfer, convey and assign to Viewlogic, and to confirm
Viewlogic's title to, all of the Eagle Securities owned by
such Holder, to assist Viewlogic in exercising all rights
with respect thereto and to carry out the purpose and intent
of this Agreement.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES PERTAINING TO EAGLE
Eagle represents and warrants to Viewlogic that the
statements contained in this Article 2 are true and correct,
except as set forth in the disclosure schedule attached hereto
(the "Disclosure Schedule").
2.1 ORGANIZATION AND STANDING. Eagle is a corporation duly
organized and validly existing under the laws of the State
of Oregon and has full corporate power and authority to
conduct its business as presently conducted and as proposed
to be conducted by it and to enter into and perform this
Agreement and to carry out the transactions contemplated by
this Agreement. Eagle is duly qualified to do business as a
foreign corporation and is in good standing in every
jurisdiction in which the failure to so qualify would have a
material adverse effect on the operations or financial
condition of Eagle. Eagle has furnished to Viewlogic true
and complete copies of its Articles of Incorporation and By-
laws, each as altered or amended to date and presently in
effect.
2.2 CAPITALIZATION. The authorized capital stock of Eagle
consists of 10,000,000 shares of Common Stock, $0.01 par
value per share ("Common Stock"), of which 4,372,500 shares
are issued and outstanding, and 3,000,000 shares of
Series A Preferred Stock, of which 2,055,470 are issued and
outstanding. There are no shares of capital stock of Eagle
held in the treasury of Eagle. All of the issued and
outstanding shares of capital stock of Eagle have been duly
authorized and validly issued and are fully paid and
nonassessable. Except as set forth in the Disclosure
Schedule hereto or provided in this Agreement, (i) no
subscription, warrant, option, convertible security or other
right (contingent or otherwise) to purchase or acquire any
shares of capital stock of Eagle is authorized or
outstanding, (ii) Eagle has no obligation (contingent or
16
<PAGE>
otherwise) to issue any subscription, warrant, option,
convertible security or other such right or to issue or
distribute to holders of any shares of its capital stock any
evidences of indebtedness or assets of Eagle, and
(iii) Eagle has no obligation (contingent or otherwise) to
purchase, redeem or otherwise acquire any shares of its
capital stock or any interest therein or to pay any dividend
or make any other distribution in respect thereof. All of
the issued and outstanding shares of capital stock of Eagle
have been offered, issued and sold by Eagle in compliance
with applicable laws.
2.3 TAX MATTERS. Eagle has filed all Tax Returns (as defined
below) that it was required to file and all such Tax Returns
were correct and complete in all material respects. Eagle
has paid all Taxes (as defined below) that are shown to be
due on any such Tax Returns. The unpaid Taxes of Eagle for
tax periods through the date of the Most Recent Balance
Sheet do not exceed the accruals and reserves for Taxes set
forth on the Most Recent Balance Sheet. To Eagle's
knowledge, Eagle has no actual or potential liability for
any Tax obligation of any taxpayer (including without
limitation any affiliated group of corporations or other
entities that included Eagle during a prior period) other
than Eagle. For purposes of this Agreement, "Taxes" means
all taxes, charges, fees, levies or other similar
assessments or liabilities, including without limitation
income, gross receipts, ad valorem, premium, value-added,
excise, real property, personal property, sales, use,
transfer, withholding, employment, payroll and franchise
taxes imposed by the United States of America or any state,
local or foreign government, or any agency thereof, or other
political subdivision of the United States or any such
government, and any interest, fines, penalties, assessments
or additions to tax resulting from, attributable to or
incurred in connection with any tax or any contest or
dispute thereof. For purposes of this Agreement, "Tax
Returns" means all reports, returns, declarations,
statements or other information legally required to be
supplied to a taxing authority in connection with Taxes.
Eagle has delivered to Viewlogic correct and complete copies
of all federal income Tax Returns, examination reports and
statements of deficiencies assessed against or agreed to by
Eagle since inception. No examination or audit of any Tax
Returns of Eagle by any governmental entity has been
conducted, is currently in progress or, to the knowledge of
Eagle, threatened or contemplated.
2.4 SUBSIDIARIES, ETC. Eagle has no subsidiaries and does not
own or control, directly or indirectly, any shares of
capital stock of any other corporation or any interest in
any partnership, joint venture or other non-corporate
business enterprise.
2.5 STOCKHOLDER LIST AND AGREEMENTS. Set forth on the
Disclosure Schedule is a true and complete list of the
stockholders of Eagle, showing the number of shares of stock
of Eagle or other securities of Eagle held by each
stockholder and the consideration paid to Eagle, if any,
therefor, as well as the holders of all options and warrants
to acquire capital stock of Eagle, and the exercise prices
thereof. Except as provided in this Agreement, there are no
written, and to the knowledge of any Holder no oral
agreements between Eagle and any holder of its capital
stock, or, to Eagle's knowledge there are no oral or written
agreements among any holders of its capital stock, relating
to the acquisition (including without limitation rights of
first refusal or preemptive rights), disposition,
registration, or voting of the capital stock of Eagle.
2.6 AUTHORITY FOR AGREEMENT. The execution, delivery and
performance by Eagle of this Agreement and all other
agreements required to be executed by Eagle in connection
with the transactions contemplated hereby, and the
consummation by Eagle of the transactions contemplated
hereby and thereby, have been duly authorized by all
necessary corporate action. This Agreement has been duly
executed and delivered by Eagle and constitutes the valid
and binding obligation of Eagle enforceable in accordance
with its terms except as enforcement may be limited by
bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium, or other similar laws relating
to or affecting the enforcement of creditors' rights
generally.
2.7 NONCONTRAVENTION. The execution, delivery and performance
of this Agreement and compliance with the provisions hereof
by Eagle, do not and will not, with or without the passage
of time or the giving of notice or both, (A) violate any
provision of law, statute, rule or regulation, or any
ruling, writ, injunction, order, judgment or decree of any
court, administrative agency or other governmental body or
(B) conflict with or
17
<PAGE>
result in any breach of any of the terms, conditions or
provisions of, or constitute a default under, any material
agreement or other instrument or document to which Eagle
is a party or its Articles of Incorporation or By-laws.
2.8 GOVERNMENTAL CONSENTS. No consent, approval, order or
authorization of, or registration, qualification,
designation, declaration or filing with, any governmental
authority is required on the part of Eagle in connection
with the execution and delivery of this Agreement or the
other transactions to be consummated hereunder, as
contemplated by this Agreement.
2.9 LITIGATION. There is no action, suit or proceeding, or
governmental inquiry or investigation, pending, or, to the
best of Eagle's knowledge, any basis therefor, against Eagle
which questions the validity of this Agreement or the right
of Eagle to enter into it, or which might result, either
individually or in the aggregate, in any material adverse
change in the business, prospects, assets or condition,
financial or otherwise, of Eagle, nor is there any
litigation pending, or, to Eagle's knowledge, any basis
therefor, against Eagle by reason of the proposed activities
of Eagle.
2.10 FINANCIAL STATEMENTS. Eagle has provided to Viewlogic
(a) its unaudited balance sheets and statements of
operations, changes in stockholders' equity and cash flows
for each of the last two fiscal years ended December 31,
1995 and 1996; (b) its unaudited consolidated balance sheet
and statements of operations, changes in stockholders'
equity and cash flows as of the year ended December 31, 1996
(the "Most Recent Fiscal Year End"), and (c) an unaudited
interim consolidated balance sheet and statements of income,
changes in stockholders' equity and cash flows for Eagle as
of and for the most recent month end. Such financial
statements (collectively, the "Financial Statements") fairly
present the financial condition, results of operations and
cash flows of Eagle as of the respective dates thereof and
for the periods referred to therein and are consistent with
the books and records of Eagle. Eagle has no liability
(whether known or unknown, whether absolute or contingent,
whether liquidated or unliquidated and whether due or to
become due), except for (i) liabilities shown on the
December 31, 1996 balance sheet referred to in clause (a)
above (the "Most Recent Balance Sheet"), (ii) liabilities
which have arisen after the Most Recent Fiscal Year End in
the ordinary course of business and which are not in the
aggregate material and (iii) contractual liabilities
incurred in the ordinary course of business which are not
required to be reflected on the Most Recent Balance Sheet.
All accounts receivable of Eagle reflected on the Most
Recent Balance Sheet are valid receivables subject to no
setoffs or counterclaims and are current and collectible
(within 90 days after the date on which it first became due
and payable), net of the applicable reserve for bad debts
shown on the Most Recent Balance Sheet. All accounts
receivable reflected in the financial or accounting records
of Eagle that have arisen since the Most Recent Fiscal Year
End are valid receivables subject to no setoffs or
counterclaims and are collectible, net of a reserve for bad
debts in an amount proportionate to the reserve shown on the
Most Recent Balance Sheet.
2.11 PROPERTY AND ASSETS. Eagle owns or leases all tangible
assets necessary for the conduct of its businesses as
presently conducted and as presently proposed to be
conducted. No such tangible asset owned or purported to be
owned by Eagle is subject to any security interest, and, to
Eagle's knowledge, no tangible asset leased by Eagle is
subject to any security interest. Each such tangible asset
is free from material defects, has been maintained in
accordance with normal industry practice, is in good
operating condition and repair (subject to normal wear and
tear) and is suitable for the purposes for which it
presently is used. Eagle owns no real property.
2.12 INTELLECTUAL PROPERTY.
(1) Eagle owns or has the right to use all Intellectual
Property (as defined below) used in the operation of
its business or necessary for the operation of its
business as presently proposed to be conducted. Each
item of Intellectual Property owned by or used in the
operation of the business of Eagle will be owned or
available for use by Eagle or Viewlogic on identical
terms and condi-
18
<PAGE>
tions (other than terms and conditions
affected by the lapse of time) immediately following
the date hereof. Eagle has taken all reasonable
measures to protect the proprietary nature of each item
of Intellectual Property owned by it or licensed to it
on terms requiring that such measures be taken, and to
maintain in confidence all trade secrets and
confidential information, that it owns or that it is
licensed to use on terms requiring that it maintain
such trade secrets or confidential information in
confidence. No other person or entity has any rights
to any of the Intellectual Property owned or used by
Eagle (except pursuant to agreements or licenses
specified in the Disclosure Schedule), and to Eagle's
knowledge no other person or entity is infringing,
violating or misappropriating any of the Intellectual
Property that Eagle currently owns or uses. For
purposes of this Agreement, "Intellectual Property"
means all (i) patents, patent applications, and all
related continuation, continuation-in-part, divisional,
reissue, reexamination, utility, model, certificate of
invention and design patents, patent applications,
registrations and applications for registrations,
(ii) trademarks, service marks, trade dress, logos,
trade names and corporate names and registrations and
applications for registration thereof, (iii) copyrights
and registrations and applications for registration
thereof, (iv) mask works and registrations and
applications for registration thereof, (v) computer
software, data and documentation, (vi) trade secrets
and confidential business information, whether
patentable or unpatentable and whether or not reduced
to practice, know-how, manufacturing and production
processes and techniques, research and development
information, copyrightable works, financial, marketing
and business data, pricing and cost information,
business and marketing plans and customer and supplier
lists and information, (vii) other proprietary rights
relating to any of the foregoing and (viii) copies and
tangible embodiments thereof.
(2) None of the activities or business conducted presently
by Eagle or in the past, infringes or violates, or
constitutes a misappropriation of, any Intellectual
Property rights of any other person or entity. Eagle
has not received any complaint, claim or notice
alleging any such infringement, violation or
misappropriation.
(3) Section 2.12(3) of the Disclosure Schedule lists or
describes all material Intellectual Property of Eagle,
and identifies each license or other agreement pursuant
to which Eagle has granted any rights to any third
party with respect to any of its Intellectual Property.
Except as set forth in Section 2.12(3) of the
Disclosure Schedule, with respect to each item of
Intellectual Property that Eagle owns or purports to
own: Eagle possesses all right, title and interest in
and to such item; such item is not subject to any
outstanding judgment, order, decree, stipulation or
injunction; and Eagle has not agreed to indemnify any
person or entity for or against any infringement,
misappropriation or other conflict with respect to such
item.
(4) The Disclosure Schedule identifies each item of
Intellectual Property which is material to the
operation of the business of Eagle at any time during
the period covered by the Financial Statements, or that
Eagle plans to use in the future, that is owned by a
party other than Eagle. Eagle has supplied Viewlogic
with correct and complete copies of all licenses,
sublicenses or other agreements (as amended to date)
pursuant to which Eagle uses such Intellectual
Property, all of which are listed on Section 2.12(4) of
the Disclosure Schedule. Except as set forth in
Section 2.12(4) of the Disclosure Schedule, with
respect to each such item of Intellectual Property:
the license, sublicense or other agreement, covering
such item is legal, valid, binding, enforceable and in
full force and effect; such license, sublicense or
other agreement will continue to be legal, valid,
binding, enforceable and in full force and effect
immediately following the Closing in accordance with
the terms thereof as in effect prior to the Closing; to
Eagle's knowledge, no party to such license, sublicense
or other agreement is in material breach or default,
and no event has occurred which with notice or lapse of
time would constitute a material breach or default or
permit termination, modification or acceleration
thereunder; to Eagle's knowledge, the underlying item
of Intellectual Property is not subject to any
outstanding judgment, order, decree, stipulation or
injunction; and Eagle has never agreed to indemnify any
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person or entity for or against any interference,
infringement, misappropriation or other conflict with
respect to such item.
2.13 INSURANCE. Eagle maintains valid policies of workers'
compensation insurance and insurance with respect to its
properties and business and directors and officers of the
kinds and in the amounts not less than is customarily
obtained by corporations of established reputation engaged
in the same or similar business and similarly situated,
including, without limitation, insurance against loss,
damage, fire, theft, public liability and other risks.
2.14 MATERIAL CONTRACTS AND OBLIGATIONS. The Disclosure Schedule
sets forth a list of all written material agreements or
commitments, and to Eagle's knowledge all material oral
agreements or commitments, of any nature to which Eagle is a
party or by which it is bound. Eagle has delivered to
Viewlogic copies of the foregoing written agreements. All
of such oral and written agreements and contracts are valid,
binding and in full force and effect.
2.15 COMPLIANCE. Eagle has, in all material respects, complied
with all laws, regulations and orders applicable to its
present and proposed business and has all material permits
and licenses required thereby. There is no term or provi
sion of any mortgage, indenture, contract, agreement or
instrument to which Eagle is a party or by which it is
bound, or, to the best of Eagle's knowledge, any provision
of any judgment, decree, order, statute, rule or regulation
applicable to or binding upon Eagle, which materially
adversely affects or, so far as Eagle may now foresee, in
the future is reasonably likely to materially adversely
affect, the business, prospects, assets or condition,
financial or otherwise, of Eagle. To the best of Eagle's
knowledge, no employee of Eagle is in violation of any term
of any contract or covenant (either with Eagle or with
another entity) relating to employment, intellectual
property, proprietary information disclosure, non-
competition or non-solicitation.
2.16 EMPLOYEES. All employees of Eagle whose employment
responsibility requires access to confidential or
proprietary information of Eagle have executed and delivered
nondisclosure and assignment of invention agreements in a
form which has been provided to Viewlogic, and all of such
agreements are in full force and effect.
2.17 EMPLOYEE BENEFIT PLANS. All employee benefit plans of Eagle
are set forth and described on the Disclosure Schedule.
2.18 BOOKS AND RECORDS. The minute books of Eagle contain
complete and accurate records of all meetings and other
corporate actions of its stockholders and its Board of
Directors and committees thereof. The stock ledger of Eagle
is complete and reflects all issuances, transfers,
repurchases and cancellations of shares of capital stock of
Eagle.
2.19 ABSENCE OF CHANGES. Since the Most Recent Fiscal Year End,
there has been no material adverse change in the condition,
financial or otherwise, net worth or results of operations
of Eagle, other than changes occurring in the ordinary
course of business which changes have not, individually or
in the aggregate, had a materially adverse effect on the
business, prospects, properties or condition, financial or
otherwise, of Eagle.
2.20 DISCLOSURES. Neither this Agreement nor any Exhibit hereto,
nor any report, certificate or instrument furnished to
Viewlogic in connection with the transactions contemplated
by this Agreement, when read together, contains or will
contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary in order to
make the statements contained herein or therein, in light of
the circumstances under which they were made, not
misleading. Eagle knows of no information or fact which has
or would have a material adverse effect on the business,
prospects, assets or condition, financial or otherwise, of
Eagle which has not been disclosed in the Disclosure
Schedule.
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ARTICLE 3
REPRESENTATIONS AND WARRANTIES PERTAINING TO THE HOLDERS
Each Holder represents and warrants to Viewlogic that:
3.1 OWNERSHIP; AUTHORITY TO TRANSFER. The Eagle Securities
listed as owned by such Holder on Exhibit A attached hereto
are not encumbered and are freely transferable by such
Holder. Such Holder holds good and marketable title to such
Eagle Securities to be transferred to Viewlogic hereunder by
such Holder and no third party can claim any right thereto
or make any claim thereon. The transfer of such Eagle
Securities to Viewlogic pursuant to this Agreement will vest
in Viewlogic full title to the Shares listed as owned by
such Holder on Exhibit A attached hereto, free and clear of
all liens, claims, equities, options, calls, voting trusts,
agreements, commitments and encumbrances whatsoever.
3.2 AUTHORITY. Such Holder has full right, power, capacity and
authority to execute, deliver and perform this Agreement and
to consummate the transactions contemplated hereby. This
Agreement constitutes the valid and binding obligation of
such Holder enforceable against such person in accordance
with the terms hereof. Neither the execution, delivery and
performance of this Agreement nor the consummation of the
transactions contemplated hereby will (i) conflict with or
result in a violation, breach, termination or acceleration
of, or default under (or would result in a violation,
breach, termination, acceleration or default with the giving
of notice or passage of time, or both) any of the terms,
conditions or provisions of any note, bond, mortgage,
indenture, license, agreement or other instrument or
obligation to which such Holder is a party or by which such
Holder or any of his properties or assets may be bound or
(ii) result in the violation of any order, writ, injunction,
decree, statute, rule or regulation applicable to such
Holder or his properties or assets. No consent or approval
by, or notification to or filing with, any court,
governmental authority or any third party is required in
connection with the execution, delivery and performance of
this Agreement by such Holder or the consummation of the
transactions contemplated hereby.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF VIEWLOGIC
Viewlogic represents and warrants to each Holder as follows:
4.1 ORGANIZATION. Viewlogic is a corporation duly organized,
validly existing and in good standing under the laws of the
State of Delaware.
4.2 AUTHORIZATION OF TRANSACTION. Viewlogic has all requisite
power and authority to execute and deliver this Agreement
and to perform its obligations hereunder and thereunder.
The execution and delivery of this Agreement by Viewlogic
and the performance of this Agreement and the consummation
of the transactions contemplated hereby and thereby by
Viewlogic have been duly and validly authorized by all
necessary corporate action on the part of Viewlogic. This
Agreement has been duly and validly executed and delivered
by Viewlogic and constitutes a valid and binding obligation
of Viewlogic, enforceable against it in accordance with its
terms.
4.3 NONCONTRAVENTION. The execution and delivery of this
Agreement and the other agreements contemplated by this
Agreement, by Viewlogic, and the consummation by Viewlogic
of the transactions contemplated hereby or thereby, will not
(a) conflict or violate any provision of the charter or By-
laws of Viewlogic, (b) require on the part of Viewlogic any
filing with, or permit, authorization, consent or approval
of, any governmental entity, or (c) violate any order, writ,
injunction, decree, statute, rule or regulation applicable
to Viewlogic or any of its properties or assets.
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ARTICLE 5
INDEMNIFICATION
5.1 INDEMNIFICATION.
(1) Subject to the terms and conditions of this Article 5
and the limitation set forth in Section 5.8 below, the
Holders (the "Indemnifying Persons") shall indemnify
Viewlogic and its Affiliates, officers, directors,
shareholders and subsidiaries (including Eagle
following the Closing) (the "Indemnified Persons") in
respect of, and hold the Indemnified Persons harmless
against, any and all debts, obligations and other
liabilities (whether absolute, accrued, fixed or
otherwise, or whether known or unknown, or due or to
become due or otherwise), monetary damages, fines,
fees, penalties, interest obligations, deficiencies,
losses and expenses (including without limitation
amounts paid in settlement, interest, court costs,
costs of investigators, fees and expenses of attorneys,
accountants, financial advisors and other experts, and
other expenses of litigation) actually incurred or
suffered by the Indemnified Persons ("Damages")
resulting from or constituting any misstatement or
omission of Eagle in Article 2 of this Agreement or any
breach of any warranty in Article 2 of this Agreement
(as qualified by the Disclosure Schedule).
(2) Subject to the terms and conditions of this Article 5
and the limitation set forth in Section 5.8 below, each
Indemnifying Person hereby agrees to indemnify the
Indemnified Persons in respect of, and hold the
Indemnified Persons harmless against any and all
Damages resulting from any failure of such
Indemnifying Person to have good, valid and marketable
title to the issued and outstanding Eagle Securities
held by such Indemnifying Person, free and clear of all
liens, claims, pledges, options, adverse claims or
charges of any nature whatsoever; or any claim by a
security holder or former security holder of Eagle, or
any other person, firm, corporation or entity, seeking
to assert, or based upon ownership or rights associated
with ownership of any Eagle securities owned or claimed
to be owned by such Indemnifying Person; or any
misstatement or omission of such Holder in Article 3 of
this Agreement or any breach of any warranty in Article
3 of this Agreement.
5.2 CLAIM NOTICE. If an Indemnified Person has incurred or
suffered Damages for which it is or may be entitled to
indemnification hereunder, such Indemnified Person shall,
during the Indemnity Period, give written notice of such
claim (a "Claim Notice") to the Indemnification
Representative (as defined below). Each Claim Notice shall
state the amount of claimed Damages, to the extent then
known, (the "Claimed Amount") and the basis for such claim.
Within 20 days after delivery of the Claim Notice, the
Indemnification Representative may, upon written notice
thereof to the Indemnified Person, assume control of the
defense of such action, suit or proceeding with counsel
reasonably satisfactory to the Indemnified Person, provided
the Indemnification Representative acknowledges in writing
to the Indemnified Person that any damages, fines, costs or
other liabilities that may be assessed against the
Indemnified Person in connection with such action, suit or
proceeding constitute Damages for which the Indemnified
Person shall be entitled to indemnification pursuant to this
Article 5. If the Indemnification Representative does not
so assume control of such defense, the Indemnified Person
shall control such defense. The party not controlling such
defense may participate therein at its own expense; provided
that if the Indemnification Representative assumes control
of such defense and the Indemnified Person reasonably
concludes that the Indemnifying Persons and the Indemnified
Person have conflicting interests or different defenses
available with respect to such action, suit or proceeding,
the reasonable fees and expenses of counsel to the
Indemnified Person shall be considered "Damages" for
purposes of this Agreement to the extent such fees and
expenses are incurred to defend a claim for which an
Indemnified Person is entitled to indemnity hereunder. The
party controlling such defense shall keep the other party
advised of the status of such action, suit or proceeding and
the defense thereof and shall consider in good faith
recommendations made by the other party with respect
thereto. The party controlling such defense shall not agree
to any settlement
22
<PAGE>
of such action, suit or proceeding without the prior written
consent of the other party, which shall not be unreasonably withheld.
5.3 RESPONSE NOTICE. Within 10 days after delivery of a Claim
Notice, the Indemnification Representative shall provide to
the Indemnified Persons a written response (the "Response
Notice") in which the Indemnification Representative shall
either agree or disagree with the assertion of damages in
the Claim Notice. If no Response Notice is delivered by the
Indemnification Representative within such 10-day period,
the Indemnification Representative shall be deemed to have
agreed that the Claimed Amount constitutes Damages.
5.4 CONTESTED CLAIMS. If the Indemnification Representative in
the Response Notice contests all or any part of the Claimed
Amount (the "Contested Amount"), the matter shall be settled
by binding arbitration in Boston, Massachusetts. All
claims shall be settled by three arbitrators in accordance
with the Commercial Arbitration Rules then in effect of the
American Arbitration Association (the "AAA Rules"). The
Indemnification Representative shall have the right to
employ his own legal counsel to represent such person in any
disputes arising under this Agreement. The Indemnification
Representative and the Indemnified Persons shall each
designate one arbitrator within 15 days of the delivery of
the Indemnification Representative's Response Notice
contesting the Claimed Amount. Such designated arbitrators
shall mutually agree upon and shall designate a third
arbitrator; provided, however, that (i) failing such
agreement within fifteen (15) days of delivery of the
Indemnification Representative's Response Notice, the third
arbitrator shall be appointed in accordance with the AAA
Rules and (ii) if either the Indemnification Representative
or the Indemnified Persons fail to timely designate an
arbitrator, the dispute shall be resolved by the one
arbitrator timely designated. The Indemnifying Persons and
the Indemnified Persons shall pay the fees and expenses of
their respectively designated arbitrators and counsel and
shall bear equally the fees and expenses of the third
arbitrator; provided, however, that if the final decision of
the arbitrators does not award the Indemnified Person at
least 20% or more of the Contested Amount, Viewlogic shall
pay the fees and expenses of the Indemnifying Persons'
designated arbitrator and counsel. The arbitrators shall
decide the matter to be arbitrated pursuant hereto within
thirty (30) days after the appointment of the last
arbitrator. The arbitrators' decision shall relate solely
to whether a claiming Indemnified Person is entitled to
receive the Contested Amount (or a portion thereof) pursuant
to the applicable terms of this Agreement. The final
decision of the majority of the arbitrators (or of the
single arbitrator if there is only one arbitrator) shall be
furnished to the Indemnification Representative, and the
Indemnified Persons in writing and shall constitute a
conclusive determination of the issue in question, binding
upon the Indemnification Representative, the Indemnifying
Persons, and the Indemnified Persons and shall not be
contested by any of them. Such decision may be used in a
court of law only for the purpose of seeking enforcement of
the arbitrators' award.
5.5 UNCONTESTED AND RESOLVED CLAIMS. Claims for Damages which
are not contested by the Indemnification Representative or
which have been determined to be payable pursuant to
Section 5.4 above shall promptly be paid by the Indemnifying
Persons. If any amounts in respect of Claims for Damages
are owed by the Indemnifying Persons to Viewlogic, Viewlogic
shall have the option of receiving such amounts in cash or
withholding such amounts from any amounts owing or due from
Viewlogic to such Holders (including any amount or payments
required under the Amendment).
5.6 INDEMNIFICATION REPRESENTATIVE.
(1) For purposes of this Agreement, the "Indemnification
Representative" shall be Geoffrey Bunza. The
Indemnification Representative shall incur no liability
with respect to any action taken or suffered by him in
his capacity as Indemnification Representative in
reliance upon any note, direction, instruction,
consent, statement or other documents believed by him
to be genuinely and duly authorized, nor for other
action or inaction except his own willful misconduct or
negligence. The Indemnification Representative may, in
all questions arising under this Agreement, rely on the
advice of counsel and for anything done, omitted or
suffered in good faith by the
23
<PAGE>
Indemnification Representative based on such advice, the
Indemnification Representative shall not be liable to
anyone. The Indemnification Representative shall be
indemnified and saved harmless by the Indemnifying
Persons from all losses, costs and expenses which he
may incur as a result of involvement in any legal
proceedings arising from the performance of his duties
hereunder.
(2) In the event of the death or permanent disability of
the Indemnification Representative, or his resignation
as Indemnification Representative, a successor
Indemnification Representative shall be elected by a
majority vote of the Indemnifying Persons, with each
such Indemnifying Person (or his or her successors or
assigns) to be given a weighted vote based on his pro
rata entitlement to the Consideration. Each successor
Indemnification Representative shall have all of the
power, authority, rights and privileges conferred by
this Agreement upon the original Indemnification
Representative, and the term "Indemnification
Representative" as used herein shall be deemed to
include each successor Indemnification Representative.
(3) The Indemnification Representative shall have full
power and authority to represent the Indemnifying
Persons, and their successors, with respect to all
matters arising under this Agreement and all action
taken by the Indemnification Representative hereunder
shall be binding upon the Indemnifying Persons, and
their successors, as if expressly confirmed and
ratified in writing by each of them. Without limiting
the generality of the foregoing, the Indemnification
Representative shall have full power and authority to
interpret all of the terms and provisions of this
Agreement, to compromise any claims asserted hereunder
and to authorize payments to be made with respect
thereto, on behalf of the Indemnifying Persons and
their successors.
5.7 SURVIVAL. The representations and warranties of Eagle and
the Holders set forth in Articles 2 and 3 of this Agreement
(as qualified by the Disclosure Schedule) shall survive the
consummation of the transactions contemplated hereby and
continue until the last day of the "Third Earnout Year" as
defined in Section 2 of the Amendment (the "Indemnity
Period") and shall not be affected by any examination made
for or on behalf of Viewlogic or the knowledge of any of
Viewlogic's officers, directors, stockholders, employees or
agents. If a notice is given pursuant to this Article 5
before expiration of such Indemnity Period, then
(notwithstanding the expiration of such period) the
representation, warranty, covenant or agreement applicable
to such claim shall survive until, but only for purposes of,
the resolution of such claim and all Damages associated with
or arising from such claim, whether during or after the
Indemnity Period, shall be borne by the Indemnifying
Persons. No Indemnified Person shall be entitled to any
indemnity hereunder in respect of any claim for
indemnification first made in writing by an Indemnified
Person after the Indemnity Period.
5.8 LIMITATION. The liability of each individual Indemnifying
Person shall be limited to that dollar amount equal to the
amount of the Consideration received by it, him or her under
this Agreement plus all amounts received by, or payable to,
it, him or her under the Amendment.
ARTICLE 6
MISCELLANEOUS
6.1 PRESS RELEASES AND ANNOUNCEMENTS. Neither any Holder nor
Eagle shall issue any press release or announcement relating
to the subject matter of this Agreement without the prior
written approval of Viewlogic.
6.2 NO THIRD PARTY BENEFICIARIES. This Agreement shall not
confer any rights or remedies upon any person other than the
Parties and their respective successors and permitted
assigns.
6.3 ENTIRE AGREEMENT. This Agreement (including the documents
and exhibits referred to herein) constitutes
24
<PAGE>
the entire agreement among the Parties and supersedes any prior
understandings, agreements, or representations by or among
the Parties, written or oral, that may have related in any
way to the subject matter hereof, including but not limited
to the Shareholders Agreement, the Technology Development
Agreement dated December 6, 1994 between Viewlogic and Eagle
and that Investment Agreement dated December 6, 1994,
between Viewlogic, Eagle and certain other Parties, and each
of which is hereby terminated in its entirety.
Notwithstanding anything to the contrary in the foregoing,
this Agreement shall not terminate or affect the Amendment
or that OEM Agreement dated December 6, 1994 referred to in
the Amendment, and such agreements shall continue in force
according to their terms, except as such terms may be
superseded by the express provisions of this Agreement or
the Amendment. In particular, Sections 2, 7 and 8 of the
Amendment shall continue in force according to their terms.
6.4 SUCCESSION AND ASSIGNMENT. This Agreement shall be binding
upon and inure to the benefit of the Parties named herein
and their respective successors and permitted assigns.
Neither Eagle nor any Holder shall assign either this
Agreement or any of its rights, interests, or obligations
hereunder without the prior written approval of Viewlogic
and any attempted assignment without such approval shall be
void.
6.5 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same
instrument.
6.6 HEADINGS. The section headings contained in this Agreement
are inserted for convenience only and shall not affect in
any way the meaning or interpretation of this Agreement.
6.7 NOTICES. All notices, requests, demands, claims, and other
communications hereunder shall be in writing. Any notice,
request, demand, claim, or other communication hereunder
shall be deemed duly delivered three business days after it
is sent by registered or certified mail, return receipt
requested, postage prepaid, or one business day after it is
sent via a reputable nationwide overnight courier service,
in each case to the intended recipient as set forth below:
If to Eagle: Copy to:
----------- -------
Eagle Design Automation, Inc.
c/o Viewlogic Systems, Inc. Hale and Dorr LLP
293 Boston Post Road West 60 State Street
Marlboro, MA 01752-4615 Boston, MA 02109
Attn: President Attn: John A. Burgess, Esq.
And and
Attn: General Counsel Jack Schifferdecker, Jr.
Alter Wynne Hewitt Dodson &
Skerritt
Suite 1800
222 S. W. Columbia
Portland, Oregon 97201
If to Viewlogic: Copy to:
--------------- -------
Viewlogic Systems, Inc. Hale and Dorr LLP
293 Boston Post Road West 60 State Street
Marlboro, MA 01752-4615 Boston, MA 02109
Attn: President Attn: John A. Burgess, Esq.
and
Attn: General Counsel
If to the Holders:
-----------------
25
<PAGE>
Geoffrey J. Bunza
Indemnification Representative
9350 S. W. Pine Street
Beaverton, OR 97005
Any Party may give any notice, request, demand, claim, or
other communication hereunder using any other means
(including personal delivery, expedited courier, messenger
service, telecopy, telex, ordinary mail, or electronic
mail), but no such notice, request, demand, claim, or other
communication shall be deemed to have been duly given unless
and until it actually is received by the individual for whom
it is intended. Any Party may change the address to which
notices, requests, demands, claims, and other communications
hereunder are to be delivered by giving the other Parties
notice in the manner herein set forth.
6.8 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the internal laws (and not the
law of conflicts) of the Commonwealth of Massachusetts.
6.9 AMENDMENTS. No amendment of any provision of this Agreement
shall be valid unless the same shall be in writing and
signed by all of the Parties.
6.10 NO WAIVER. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant
hereunder, whether intentional or not, shall be deemed to
extend to any prior or subsequent default,
misrepresentation, or breach of warranty or covenant
hereunder or affect in any way any rights arising by virtue
of any prior or subsequent such occurrence.
6.11 SEVERABILITY. Any term or provision of this Agreement that
is invalid or unenforceable in any situation in any
jurisdiction shall not affect the validity or enforceability
of the remaining terms and provisions hereof or the validity
or enforceability of the offending term or provision in any
other situation or in any other jurisdiction. If the final
judgment of a court of competent jurisdiction declares that
any term or provision hereof is invalid or unenforceable,
the Parties agree that the invalid or unenforceable term or
provision shall be replaced with a term or provision that is
valid and enforceable and that comes closest to expressing
the intention of the invalid or unenforceable term or
provision, and this Agreement shall be enforceable as so
modified.
6.12 EXPENSES. Viewlogic shall bear its own costs and expenses
(including legal, tax and accounting fees and expenses)
incurred in connection with this Agreement, the performance
of its obligations hereunder and the transactions
contemplated hereby; and the Holders shall bear (severally
on a pro rata basis according to the number of Eagle
Securities owned by each of them) their own and Eagle's
costs and expenses (including legal, tax and accounting fees
and expenses) incurred in connection with this Agreement,
the performance of their obligations hereunder and the
transactions contemplated hereby.
6.13 SPECIFIC PERFORMANCE. Each of the Parties acknowledges and
agrees that one or more of the other Parties would be
damaged irreparably in the event any of the provisions of
this Agreement are not performed in accordance with their
specific terms or otherwise are breached. Accordingly, each
of the Parties agrees that the other Parties shall be
entitled to an injunction or injunctions to prevent breaches
of the provisions of this Agreement and to enforce
specifically this Agreement and the terms and provisions
hereof in any action instituted in any court of the United
States or any state thereof having jurisdiction over the
Parties and the matter, in addition to any other remedy to
which it may be entitled, at law or in equity.
6.14 INCORPORATION OF EXHIBITS AND SCHEDULES. The Exhibits and
Schedules identified in this Agreement are incorporated
herein by reference and made a part hereof.
26
<PAGE>
IN WITNESS WHEREOF, the Parties hereto have executed this
Agreement as of the date first above written.
VIEWLOGIC SYSTEMS, INC.
By: /s/ Peter T. Johnson
---------------------
Title: Vice President
--------------
EAGLE DESIGN AUTOMATION, INC.
By: /s/ Gordon B. Hoffman
----------------------
Title: President
---------
HOLDERS:
TRANSITIONS THREE, LIMITED PARTNERSHIP
By: TTI Partners, its General Partner
By: /s/ Stanley F. Alfeld
----------------------
Title: Partner
-------
[SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]
27
<PAGE>
/s/ John K. Bartholomew /s/ Jacqueline L. Beach
- ------------------------ ------------------------
John K. Bartholomew Jacqueline L. Beach
/s/ Peter S. Bennett /s/ Richard R. Bertram
- --------------------- -----------------------
Peter S. Bennett Richard R. Bertram
/s/ Geoffrey J. Bunza & /s/ Larry B. Carner
Linda H. Bunza --------------------
- ------------------------ Larry B. Carner
Geoffrey J. Bunza & Linda
H. Bunza
/s/ Erin P. Fassio /s/ Robert M. Grossman
- ------------------- -----------------------
Erin P. Fassio Robert M. Grossman
/s/ Gordon B. Hoffman /s/ David James
- ---------------------- ----------------
Gordon B. Hoffman David James
/s/ Anthony M. Johnson /s/ Bruce R. Johnson
- ----------------------- ---------------------
Anthony M. Johnson Bruce R. Johnson
/s/ Mali J. Knapp /s/ Robert C. McCarthy
- ------------------ -----------------------
Mali J. Knapp Robert C. McCarthy
/s/ Darrin Mosser /s/ Nancy L. Myers
- ------------------ -------------------
Darrin Mosser Nancy L. Myers
/s/ Anitra K. Rasmussen /s/ Michael B. Raymond
- ------------------------ -----------------------
Anitra K. Rasmussen Michael B. Raymond
/s/ Steve Sapiro /s/ Michael E. Stanbro
- ----------------- -----------------------
Steve Sapiro Michael E. Stanbro
/s/ Rainer Wieland /s/ Robert V. Wilde
- ------------------- --------------------
Rainer Wieland Robert V. Wilde
/s/ Robert D. Williams /s/ Alice F. Wilson
- ----------------------- --------------------
Robert D. Williams Alice F. Wilson
/s/ John Wilson
- ----------------
John Wilson
[SIGNATURE PAGE TO STOCK PURCHASE AGREEMENT]
28
<PAGE>
EXHIBIT A
---------
<TABLE>
<CAPTION>
CERT.# NO. OF
SHARES
<S><S> <C> <C>
PREFERRED SHAREHOLDERS
TRANSITIONS THREE, LIMITED PARTNERSHIP 1 1,000,000
760 HOPMEADOW STREET 3 27,735
SIMSBURY, CT 06070-0188
VIEWLOGIC SYSTEMS, INC. 2 1,000,000
293 BOSTON POST ROAD, WEST 4 27,735
MARLBOROUGH, MA 01752
TOTAL PREFERRED SHARES 2,055,470
=========
COMMON SHAREHOLDERS
* Bartholomew, John K.
* Beach, Jacqueline L.
* Bennett, Peter S.
* Bertram, Richard B.
Bunza, Geoffrey J. & Linda H.
* Carner, Larry B.
* Fassio, Erin P.
* Grossman, Robert M.
Hoffman, Gordon B.
* James, David
* Johnson, Anthony M.
* Johnson, Bruce R.
* Knapp, Mali J.
* McCarthy, Robert C.
* Mosser, Darrin
* Myers, Nancy L.
* Rasmussen, Anitra K.
* Raymond, Michael B.
Sapiro, Steve
* Stanbro, Michael E.
* Wieland, Rainer
* Wilde, Robert V.
* Williams, Robert D.
Wilson, Alice F.
Wilson, John
Total Common Shares 4,372,500
=========
<FN>
* Note: Options exercised, stock certificates not issued.
</TABLE>
29
<PAGE>
Exhibit B
---------
NON-COMPETITION AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into as of the
15th day of February, 1997, between Viewlogic Systems, Inc.,
a Delaware corporation with its principal place of business
at 293 Boston Post Road West, Marlboro, Massachusetts 01752,
including it subsidiaries, (the "Company"), and
___________________________________, an individual residing at
______________________________________(the "Shareholder").
Introduction
------------
The Company is purchasing all of the capital stock of
Eagle Design Automation, Inc., an Oregon corporation
("Eagle"), of which the Shareholder is a principal
shareholder. The value of that transaction would be
significantly diminished if the Shareholder were to compete
against the Company in either the businesses conducted by
Eagle or conducted by the Company. For good and valuable
consideration, the parties agree as follows:
1. Non-Compete.
------------
1.1 Until the earlier of (i) the fifth
anniversary of the date hereof or (ii) one year after the
termination of Shareholder's employment with the Company,
(the "Non-Compete Period"), the Shareholder will not
directly or indirectly:
(a) be employed by, invest in, be a
director, officer or creditor of, provide consulting or
other services to, or otherwise be involved with (other than
as an investor holding less than one percent (1%) of the
total outstanding stock of a publicly held company), any
Direct Competitor of the Company. For purposes of this
Agreement, the term "Direct Competitor of the Company" shall
mean any business or company, anywhere in the world, engaged
in designing, developing, marketing or selling electronic
design automation ("EDA") products which compete with any
products sold, marketed or the subject of an active
development program by the Company or Eagle at any time
during the period of Shareholder's employment with either
the Company or Eagle.
(b) recruit, solicit or induce, or attempt
to induce, any employee or employees of the Company or Eagle
to terminate their employment with, or otherwise cease their
relationship with, the Company or Eagle; or
(c) solicit, divert or take away, or attempt
to solicit, divert or take away, the business or patronage
of any of the clients, customers or accounts, or prospective
clients, customers or accounts of either the Company or
Eagle which were contacted, solicited or served by the
Company or Eagle while Shareholder was employed by the
Company or Eagle.
1.2 The Shareholder and the Company intend that
the agreements set forth in Section 1.1 above shall be
construed as a series of separate covenants, one for each
state, county and other jurisdiction. Except for geographic
coverage, each such separate covenant shall be deemed
identical in terms to the covenant contained in each clause
of section 1.1 above. If, in any judicial proceeding, a
court shall refuse to enforce any of the separate covenants
deemed included in Section 1.1 above, then the unenforceable
covenant shall be deemed eliminated from those provisions
for the purpose of those proceedings to the extent necessary
to permit the remaining separate covenants to be enforced.
If any restriction set forth in this Agreement is found by
any court of competent jurisdiction to be unenforceable
because it extends for too long a period of time or over too
great a range of activities or in too broad a
30
<PAGE>
geographic area, it shall be interpreted to extend only over
the maximum period of time, range or activities or geographic
areas as to which it may be enforceable.
1.3 The restrictions contained in this Section 1
are necessary for the protection of the business and
goodwill of the Company and are considered by the
Shareholder to be reasonable for such purpose. The
Shareholder agrees that any breach of this Section 1 will
cause the Company substantial and irreparable harm and
irrevocable damage and therefore, in the event of any such
breach, in addition to such other remedies which may be
available, the Company shall have the right to obtain
specific performance and injunctive relief.
2. Other Agreements.
-----------------
Shareholder hereby represents that he is not bound by
the terms of any agreement with any previous employer or
other party to refrain from using or disclosing any trade
secret or confidential or proprietary information in the
course of his employment with the Company or Eagle or to
refrain from competing, directly or indirectly, with the
business of such previous employer or any other party.
Shareholder further represents that his performance of all
the terms of this Agreement and as an employee of the
Company or Eagle does not and will not breach any agreement
to keep in confidence proprietary information, knowledge or
data acquired by him in confidence or in trust prior to his
employment with the Company or Eagle.
3. Notices.
--------
All notices required or permitted under this Agreement
shall be in writing and shall be deemed effective upon
personal delivery or upon deposit in the United States Post
Office, by registered or certified mail, postage prepaid,
addressed to the other party at the address shown above, or
at such other address or addresses as either party shall
designate to the other in accordance with this Section 3.
4. Entire Agreement.
-----------------
This Agreement constitutes the entire agreement between
the parties and supersedes all prior agreements and
understandings, whether written or oral, relating to the
subject matter hereof.
5. Amendment.
----------
This Agreement may be amended or modified only by a
written instrument executed by the Company and the
Shareholder.
6. Governing Law.
--------------
This Agreement shall be governed by and construed in
accordance with the internal laws (and not the laws of
conflicts) of the Commonwealth of Massachusetts.
7. Successors and Assigns.
-----------------------
This Agreement shall be binding upon and inure to the
benefit of the parties and their respective successors and
assigns, including any corporation with which or into which
the Company may be merged or which may succeed to its assets
or business; provided, however, that the obligations of the
Shareholder are personal and shall not be assigned.
8. Miscellaneous.
--------------
31
<PAGE>
8.1 No delay or omission by either party in
exercising any right under this Agreement shall operate as a
waiver of that or any other right. A waiver or consent
given by either party on any one occasion shall be effective
only in that instance and shall not be construed as a bar or
waiver of any right on any other occasion.
8.2 The captions of the Sections of this
Agreement are for convenience of reference only and in no
way define, limit or affect the scope or substance or any
Section of this Agreement.
8.3 If any provision of this Agreement is held by
a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provisions shall nevertheless
continue in full force without being impaired or invalidated
in any way. If any court of competent jurisdiction holds
any provision of this Agreement to be invalid, void or
unenforceable with respect to any state, region or locality,
such provision shall nevertheless continue in full force and
effect in all other states, regions and localities to which
such provision applies.
8.4 In the event any litigation arises under this
Agreement, promptly upon demand of the prevailing party, the
other party shall reimburse the prevailing party for all
costs and expenses incurred by the prevailing party in
enforcing this Agreement, including without limitation
reasonable attorneys' fees and expenses and applicable court
costs.
IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the day and year first above written.
VIEWLOGIC SYSTEMS, INC.
By:_____________________
Title:__________________
SHAREHOLDER
________________________
(typed name)
32
<PAGE>
DISCLOSURE SCHEDULE
- -------------------
2.1 No exceptions
2.2 No exceptions
2.3 No exceptions.
2.4 No exceptions
2.5 Attached as Exhibit A is a list of all Stockholders of
Eagle, showing the number of shares of Series A Preferred
Stock of Eagle held by Transitions Three, Limited
Partnership and Viewlogic Systems, Inc. and the
consideration paid to Eagle, and the names of the holders of
Common Shares of Eagle and the total number of Common Shares
and the total consideration paid for those shares. This
schedule reflects the total of all stockholders after option
exercises, and there are no options or warrants outstanding.
Eagle has provided to Viewlogic the number of shares of
Capital Stock owned by each holder of Eagle Capital Stock
and the consideration paid therefor by each holder, and that
information is deemed incorporated into this disclosure
schedule by this reference.
The Founders Agreement between Gordon Hoffman, Geoff
Bunza and Eagle dated April 20, 1995, and the
Shareholder Agreement which is executed by each stock
option holder upon the exercise of his/her stock option
granted under Eagle's 1995 Stock Incentive Plan,
contain restrictions on the sale of Eagle stock.
According to sections 6.4 and 7.4, respectively, of
those agreements, these restrictions terminate upon the
sale of all the outstanding shares of Eagle stock.
2.6 No exceptions
2.7 (A) No exceptions
(B) Consents of the following entities may be required
to assign agreements with these entities to Viewlogic.
Rational Software Corp.
Simutech, Inc.
Target Technology
Ataman Software
Cadence Design Systems, Inc.(Cadence Connections
Partner)
Globetrotter Software
Model Technology
Visix
Applied Microsystems Corp.
Silicon Valley Bank
2.8 No exceptions
2.9 No exceptions
2.10 No exceptions
2.11 Eagle has granted the following security interests:
33
<PAGE>
a. Under the terms of the Loan & Security Agreement
between Eagle and Silicon Valley Bank, dated October
27, 1995, Eagle has granted Silicon a continuing
security interest in all Eagle's assets.
b. Under the terms of the Lease Rental Agreement
#91083401, dated 11/9/95, First Portland Leasing Corp.
has a security interest in a fax machine
c. Under the terms of the Lease Rental Agreement
#91083402, dated 11/9/95, First Portland Leasing Corp.
has a security interest in a copier machine
2.12 (1)(a) Eagle does not make it a practice to
register for copyright protection of its software, but
nevertheless claims common law protection.
Certain software used in Eagle's business has been
licensed by Eagle from third parties. These licenses
include:
Ataman Software, Inc.
Model Technology, Inc.
Sun Microsystems
Vantage Analysis Systems, Inc.
Wind River Systems, Inc.
Cadence Design Systems, Inc.
Green Hills Software, Inc.
Globetrotter Software
Visix Software
( b ) The following software licenses require consent
prior to their assignment or in the case of a change in
control as described:
Rational Software Corp. - not assignable without the
prior written consent of Rational
Simutech, Inc. - may not be assigned or transferred
without the written consent of each party, in its sole
discretion. "Transfer" includes a change in ownership
or control as well as contractual transfer of rights.
Target Technology - may not be assigned or transferred
without the written consent of each party, in its sole
discretion. "Transfer" includes a change in ownership
or control as well as contractual transfer of rights.
Ataman Software - the right to use is not assignable
Cadence Design Systems, Inc. (Cadence Connections
Partner) - not assignable without the express prior
written consent of Cadence
Globetrotter Software - either party may assign, upon
written notice to the other, both the rights and
obligations of this Agreement to the surviving
corporation in any merger or consolidation.
Model Technology - at the time Eagle has knowledge of
the imminent sale of 30% or more of Eagle's stock, it
shall immediately delete all Software from its
equipment.
Visix - in connection with the sale of substantially
all the party's assets prior notice of assignment or
transfer is required
( c ) The following parties have rights to Eagle's
Intellectual Property under the conditions described:
Applied Microsystems Corp., under the License contained
in the Third Party Escrow Agreement which is part of
the Technology & Distribution Agreement dated March 22,
1996, has a perpetual and unrestricted license to
Eagle's source code in the event that, after they have
acquired the source code under the terms of the Escrow
Agreement, Eagle has gone out of business and
identified no successor in interest who is prepared to
maintain and is capable of maintaining the source code
as required.
34
<PAGE>
Silicon Valley Bank has a security interest in the
Intellectual Property of the Company under the terms of
the Loan & Security Agreement dated October 27, 1995.
If Eagle proposed to sell, license or grant any other
rights with respect to any technology in a transaction
that, in substance, conveys a major part of the
economic value of that technology, Silicon shall first
be requested to release its security interest in same,
and Silicon may withhold such release in its
discretion.
2.12 (2) No exceptions
2.12 (3) Following is list of all of Eagle's
Intellectual Property. Copies of the patent and trademark
filings have been previously provided to Viewlogic.
Patent Applications
-------------------
Bunza Patent Application
Trademarks
----------
Eagle Design Automation, Inc.
Eaglei
Eagle Design logo
Copyrights
----------
All Eagle literature, products and
manuals include copyright protection
notices.
Products
--------
The attached Exhibit C is a complete
listing of Eagle products.
Section 2.12 (1) describes the agreements with Applied
Microsystems Corp. and Silicon Valley Bank in which
Eagle has granted rights under certain conditions to
Eagle's Intellectual Property.
2.12 (4) The following software licenses to Eagle are
material to the operation of Eagle at any time during the
period covered by the Financial Statements, or that Eagle
plans to use in the future
Ataman Software, Inc.
Model Technology, Inc.
Sun Microsystems
Vantage Analysis Systems, Inc.
Wind River Systems, Inc.
Cadence Design Systems, Inc.
Green Hills Software, Inc.
Globetrotter Software
Visix Software
Except for possible issues relating to the assignment
to Viewlogic of those licenses described in 2.12 (1)
above, all of the licenses will continue to be legal,
valid, binding, enforceable and in full force and
effect immediately following the Closing.
2.13 No exceptions.
2.14 Following is a list of all written material
agreements or commitments to which Eagle is a party or by
which it is bound. Copies of each agreement have been
previously provided to Viewlogic
Employment Agreements for all Eagle employees
Stock Option Agreements for all optionees
Third Party Licensed Technology
35
<PAGE>
Ataman Software, Inc. (4/10/95)
Globetrotter Software, Inc. (1/2/96)
Model Technology, Inc. (10/18/95)
Sun Microsystems, Inc. (1/19/95)
Vantage Analysis Systems, Inc. (1/20/95)
Visix Software, Inc. (5/30/95)
Wind River Systems, Inc.(2/23/96)
Cadence Design Systems, Inc. (6/1/96)
Green Hills Software, Inc.
Applied Microsystems Corp. Technology & Distribution
Agreement (3/22/96)
Silicon Valley Bank Loan & Security Agreement (10/27/95)
First Portland Leasing Corp. Lease Rental Agreement
#91083401 (11/9/95)
First Portland Leasing Corp. Lease Rental Agreement
#91083402 (11/9/95)
Software Development Agreements
Target Technologies, Inc. (8/6/96)
Rational Software Corp. (11/18/96)
Simutech, Inc. (7/8/96)
Property
Tektronix, Inc. Facilities Lease (3/17/95)
Eagle Design Automation 401(K) Profit Sharing Plan
(2/15/95)
2.15 No exceptions
2.16 No exceptions
2.17 The attached Exhibit B describes Eagle's employee benefit plans
2.18 No exceptions
2.19 No exceptions
2.20 No exceptions
36
<PAGE>
DISCLOSURE SCHEDULE
EXHIBIT A
<TABLE>
<CAPTION>
CERT. NO. OF CONSIDERATION
# SHARES PAID
<S> <S> <C> <C> <C>
PREFERRED SHAREHOLDERS
TRANSITIONS THREE, LIMITED 1 1,000,000 $ 500,000
PARTNERSHIP
760 HOPEMEADOW STREET 3 27,735 LOAN GUARANTY
SIMSBURY, CT 06070-0188
VIEWLOGIC SYSTEMS, INC. 2 1,000,000 $ 500,000
293 BOSTON POST ROAD, WEST 4 27,735 LOAN GUARANTY
MARLBOROUGH, MA 01752
TOTAL PREFERRED SHARES 2,055,470 $ 1,000,000
========= =========
COMMON SHAREHOLDERS
Geoffrey J. and Linda H. Bunza
Gordon B. Hoffman
Steve Sapiro
John Wilson
Alice F. Wilson
* John Bartholomew
* Jacqueline L. Beach
* Peter S. Bennett
* Richard R. Bertram
* Larry B. Carner
* Erin P. Fassio
* Robert M. Grossman
* Anthony M. Johnson
* Bruce R. Johnson
* Mali J. Knapp
* Robert C. McCarthy
* Nancy L. Myers
* Anitra K. Rasmussen
* Michael B. Raymond
* Michael E. Stanbro
* Rainer Wieland
* Robert V. Wilde
* Robert D. Williams
* Darrin Mosser
* David James
Total Common Shares 4,372,500 $ 136,400
========= =======
<FN>
* Note: Options exercised, stock certificates not issued
</TABLE>
37
<PAGE>
DISCLOSURE SCHEDULE
EXHIBIT B
EAGLE DESIGN AUTOMATION
BENEFITS SUMMARY
MEDICAL: Eagle Design Automation Inc. has chosen The Good
Heath Plan administered by Sisters of Providence.
Employees become eligible for medical insurance
upon date of hire. Employer will pay 100% of
employees' medical premium and 75% of employees'
dependents premium. Employee is responsible for
paying 25% of dependent medical premium. Listed
below are some of the features.
INDIVIDUAL LIFETIME MAXIMUM BENEFIT UNLIMITED
<TABLE>
<CAPTION>
HMO (IN PLAN) OUT OF PLAN
--- -----------
<S> <C> <C>
Individual Deductible None $250
Family Deductible None $750 Max
Ins for Covered Charges 100% 75% first $10,000
Maternity Coverage Yes Yes
Prescription Drugs $10 per prescription same
Doctor Visits $10 co-pay 75% after deductible
Hospital 100% 75% after deductible
Second Opinions 100% Customary same
Other Features Vision Care and Chiropractic (In plan or
out of plan)
</TABLE>
DENTAL: (See attached)
401K: Stand alone plan (not combined with other
retirement plans). Administered by Northwestern
Mutual Life/Dun & Bradstreet Pension Services.
Employee may contribute 0-15% of their eligible
compensation or up to a maximum of $9,500,
whichever is less. Eagle Design Automation Inc.
is not required to, and will not be matching any
employee's contributions at this time.
LIFE: $10,000 life and accidental death insurance for employee only
DISABILITY: Short Term Disability Insurance
Benefit starts on Day 8 and pays 60% of
weekly pay up to a maximum of $600 per week
for 12 weeks
In the case of sickness or pregnancy, short
term disability starts on the 8th consecutive day
Long Term Disability Insurance
An employee is eligible for long term disability
after 90 days. This benefit works in conjunction
with short term disability to assure
DISABILITY that there is not a discontinuation of benefits.
(CONT.) An employee must have been eligible for short term
disability benefits before long term disability benefits
are instated. Employee will receive 60% of their monthly
pay, subject to a maximum of $5,000 per month.
VACATION: 2 weeks (10 days) for 0-3 years of service
3 weeks (15 days) for 3-6 years of service
4 weeks (20 days) for 6+ years of service
38
<PAGE>
Accrues at 10/12th day per month. Employee must be employed
for at least 3 months before using any vacation time. "Use it
or lose it " policy with exceptions of carry over granted by
written approval of Vice President.
SICK: Full time exempt employees receive unlimited amount of sick
time to be used for personal illness, family illness, or
personal business when absence from work is legitimately
unavoidable. It may not be used for any other leave including
vacation, bereavement, military or jury, or unpaid personal leave.
HOLIDAYS: 8 Holidays, 2 Floating Holidays (New Year's Day,
Memorial Day, (for 1996)Independence Day, Labor
Day, Thanksgiving Day and day after, Christmas Day
and day after) Two Floating Holidays to be taken
at any time with manager's approval.
BEREAVEMENT: 3 Days (including travel time) (Family includes husband,
wife, child, mother, father, brother, sister, grandparent,
grandchild, mother-in-law, father-in-law, step or legal relative)
MILITARY
LEAVE: Company pays difference between military payments and employee's
regular pay while on leave to ensure full compensation for
duration of leave (normally a maximum of 2 week period).
JURY DUTY: Company pays the difference between the employee's salary
and the amount paid to employee for serving as a juror.
No limitation on length of time employee can serve as a juror.
PAID
SABBATICAL: Sabbatical leave of four (4) weeks of paid time off at
employee's base salary after 6 years of service with company.
May not be combined with vacation time or any other paid
time off, including floating holidays.
39
<PAGE>
EAGLE DESIGN AUTOMATION, INC.
DENTAL PLAN
<TABLE>
<CAPTION>
PLAN DEFINITION $ AMOUNT OF BENEFIT (FOR 1996)
--------------- ------------------------------
<S> <C>
Employee Only $250
EE and Spouse $400
EE and Child $400
EE and Family $550
</TABLE>
As you are well aware, it is important for Eagle to contain
costs as much as possible in order to become profitable. In
designing our benefit plan, we have tried to remain
competitive with others within our industry. In keeping
with this trend, we would like to offer a dental plan that
provides you with a benefit that helps you to reduce your
out-of-pocket dental expenses. Under this plan, Eagle
Design Automation agrees to pay for dental expenses up to
the maximums listed above. You may use this benefit for any
type of dental or orthodontia work for any member of the
family without having to pay a deductible. It is important
to understand, however, that the scheduled benefit amounts
are all inclusive. For example, the benefit amount of $550
listed under "EE and Family" is for the entire family, not
$550 per person per family.
Administration:
- --------------
In order to receive this benefit, you must submit a general
Eagle expense report to Jaci Beach along with a copy of your
dental bill complete with services incurred. You may submit
your expenses as you incur them, or in one lump sum, as long
as you submit them by December 31, 1996. A check will be
issued to you within 7 days for the amount listed on the
expense report. PLEASE DO NOT COMBINE OTHER EXPENSES ON THE
SAME EXPENSE REPORT. It is important for us to keep them
separate in order to be able to track our benefit expenses.
The intent of this policy is for it to be used for dental
reimbursement purposes only and not to be misconstrued as
additional compensation to your base salary. This policy
will remain in effect until December 31, 1996. At that
time, we will again review the plan to determine the benefit
plan that provides the employee with the most coverage yet
still remains cost effective for the company. Eagle
reserves the right to modify, terminate, or change this plan
at that time.
40
<PAGE>
Disclosure Schedule
-------------------
Exhibit C Eagle Design Automation Products
---------
<TABLE>
<CAPTION>
EAGLE PRODUCT NAMES VIEWLOGIC # PLATFORM VERSION NEW/UPDATE
- ------------------- ----------- -------- ------- ----------
<S> <C> <C> <C> <S>
Eaglei Virtual Product SN06302Y SunOS 3.0.37 UPDATE
Console (VPC)
Eaglei Virtual Product SN18302Y Solaris 3.0.37 UPDATE
Console (VPC)
Eaglei Virtual Product SN13302Y HP9000 3.0.37 UPDATE
Console (VPC)
Eaglei Virtual Product SN31302Y PC/NT 3.0.37 UPDATE
Console (VPC)
29040 LinkVSP SN06303Y SunOS 3.0.37 UPDATE
29040 LinkVSP SN18303Y Solaris 3.0.37 UPDATE
29040 LinkVSP SN13303Y HP9000 3.0.37 UPDATE
68040 LinkVSP SN06304Y SunOS 3.0.37 UPDATE
68040 LinkVSP SN18304Y Solaris 3.0.37 UPDATE
68040 LinkVSP SN13304Y HP9000 3.0.37 UPDATE
i960jx Link VSP SN06305Y SunOS 3.0.37 UPDATE
i960jx Link VSP SN18305Y Solaris 3.0.37 UPDATE
i960jx Link VSP SN13305Y HP9000 3.0.37 UPDATE
ppc603e Link VSP SN06306Y SunOS 3.0.37 UPDATE
ppc603e Link VSP SN18306Y Solaris 3.0.37 UPDATE
ppc603e Link VSP SN13306Y HP9000 3.0.37 UPDATE
Pentium Link VSP SN06307Y SunOS 3.0.37 UPDATE
Pentium Link VSP SN18307Y Solaris 3.0.37 UPDATE
Pentium Link VSP SN13307Y HP9000 3.0.37 UPDATE
486 Link VSP SN06308Y SunOS 3.0.37 UPDATE
486 Link VSP SN18308Y Solaris 3.0.37 UPDATE
486 Link VSP SN13308Y HP9000 3.0.37 UPDATE
i960cx Link VSP SN06312Y SunOS 3.0.37 UPDATE
i960cx Link VSP SN18312Y Solaris 3.0.37 UPDATE
i960cx Link VSP SN13312Y HP9000 3.0.37 UPDATE
NEW PRODUCTS
- ------------
mpc860 LinkVSP SN06311Y SunOS 3.0.37 NEW
mpc860 LinkVSP SN18311Y Solaris 3.0.37 NEW
mpc860LinkVSP SN13311Y HP9000 3.0.37 NEW
vxlink (Wind River SN06314Y SunOS 3.0.37 NEW
VxWorks interface)
i960hx Link VSP SN06316Y SunOS 3.0.37 NEW
i960hx Link VSP SN18316Y Solaris 3.0.37 NEW
i960hx Link VSP SN13316Y HP9000 3.0.37 NEW
mc68hc11k Link VSP SN06317Y SunOS 3.0.37 NEW
mc68hc11k Link VSP SN18317Y Solaris 3.0.37 NEW
mc68hc11k Link VSP SN13317Y HP9000 3.0.37 NEW
pci Link VSP SN06318Y SunOS 3.0.37 NEW
pci Link VSP SN18318Y Solaris 3.0.37 NEW
pci Link VSP SN13318Y HP9000 3.0.37 NEW
v810 Link VSP SN06319Y SunOS 3.0.37 NEW
v810 Link VSP SN18319Y Solaris 3.0.37 NEW
v810 Link VSP SN13319Y HP9000 3.0.37 NEW
arm7tdmi Link VSP SN06322Y SunOS 3.0.37 NEW
arm7tdmi Link VSP SN18322Y Solaris 3.0.37 NEW
41
<PAGE>
arm7tdmi Link VSP SN13322Y HP9000 3.0.37 NEW
EagleV ASIC Desktop SN06321Y SunOS 3.0.37 NEW
Console (ADC)
EagleV ASIC Desktop SN18321Y Solaris 3.0.37 NEW
Console (ADC)
EagleV ASIC Desktop SN13321Y HP9000 3.0.37 NEW
Console (ADC)
EagleV ASIC Desktop SN31321Y PC/NT 3.0.37 NEW
Console (ADC)
</TABLE>
Note 1: VxLink (Wind River VxWorks interface) is not yet
supported on either SOLARIS or HPUX.
Note 2: i960hxTap VSP is only sold through AMC, and EagleV
ASIC Desktop Console (ADC) is not sold by AMC.
<TABLE>
<CAPTION>
MANUALS NEW/UPDATE
- ------- ----------
<S> <S>
Virtual Software Processor User's Manual for VSP/Link NEW
VxLink User's Manual NEW
VSP/Link mc68hc11 Virtual Software Processor Manual NEW
VSP/Link PCI Virtual Software Processor Manual NEW
VSP/Link V810 Virtual Software Processor Manual NEW
VSP/Link mpc860Virtual Software Processor Manual NEW
VSP/Link am29040 Virtual Software Processor Manual NEW
VSP/Link i486 Virtual Software Processor Manual NEW
VSP/Link i960 Cx Virtual Software Processor Manual NEW
VSP/Link i960 Hx Virtual Software Processor Manual NEW
VSP/Link i960 Jx Virtual Software Processor Manual NEW
VSP/Link mc68040 Virtual Software Processor Manual NEW
VSP/Link Pentium p54c Virtual Software Processor Manual NEW
VSP/Link PowerPC 603e Virtual Software Processor Manual NEW
VSP/Link arm7tdmi Virtual Software Processor Manual NEW
Release Notes NEW
</TABLE>
Additional Documentation:
Non-Eagle Manual to ship with Eagle Products
--------------------------------------------
ViewLogic needs to ship the Powerview FLEXlm User's
---------------------------------------------------
Guide with each order. This manual contains information
- -------------------------------------------------------
about FLEXlm that would be useful for our clients.
- --------------------------------------------------
Training Materials included in the above table have
their own Part Numbers.
VSP Link Training Materials (SN003230)
42
<PAGE>
See "Deliverables to Customers from Viewlogic
Manufacturing" for a table that shows which documents ship
with which orders.
Pre-requisites: Every order must include at least one
VPC and one or more VSPs (or Consulting Services).
PCNFS is required for NT users.
Simulators by Operating System
HPUX 9.05 Cadence Leapfrog v2.2.5 and v2.3.x
Cadence Verilog-XL v2.2.1 and v2.3.x
Chronologic VCS v2.4.1 and v3.0
MTI VSystem/Verilog v4.6
MTI VSystem/VHDL v4.4 and v4.6
Vantage Optium v5.2 and v5.4.1
Viewlogic Fusion v1.1.1 and v1.2.x
SOLARIS 2.4 and 2.5 Cadence Leapfrog v2.3.x (Note:
v2.2.5 not supported on Solaris)
Cadence Verilog-XL v2.3.x (Note: v2.2.1
not supported on Solaris)
Chronologic VCS v2.4.1 and v3.0
MTI VSystem/Verilog v4.6
MTI VSystem/VHDL v4.4 and v4.6
Vantage Optium v5.4.1 (Note: v5.2 not
supported on Solaris)
Viewlogic Fusion v1.1.1 and v1.2.x
SUNOS 4.1.4 Cadence Leapfrog v2.2.5 and v2.3.x
Cadence Verilog-XL v2.2.1 and v2.3.x
Chronologic VCS v2.4.1 and v3.0
MTI VSystem/Verilog v4.6
MTI VSystem/VHDL v4.4 and v4.6
Vantage Optium v5.2 and v5.4.1
Viewlogic Fusion v1.1.1 and v1.2.x
Deliverables to Viewlogic Manufacturing from Eagle:
- ---------------------------------------------------
<TABLE>
<CAPTION>
<C> <S> <S>
4mm DAT tape - to be converted Master hardcopy
to a CD Master by Viewlogic, Documentation Release
already sent Notes
and returned to Eagle for to Viewlogic
validation prior to mass 11/16/96.
production.
</TABLE>
Note: Gary Roy already has the CD label master. CD
insert (Installation Instructions) sent to Steve Pusateri
11/12/96.
Master Documentation sent to Viewlogic via Federal
Express on 11/16/96.
Release Form to be FAX'd to Sharon Woodruff immediately
after PRR.
Electronic copy to be sent to Sharon Woodruff, who will copy
the Viewlogic "Cc's".
43
