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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 14, 1997
VIEWLOGIC SYSTEMS, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-19730 04-2830649
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(Commission File Number) (IRS Employer Identification No.)
293 Boston Rost Road West, Marlboro, Massachusetts 01752-4615
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(Address of principal executive offices) (Zip Code)
(508) 480-0881
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Registrant's Telephone Number, Including Area Code
Not Applicable
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(Former Name or Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
Viewlogic Systems, Inc. (the "Company") is filing this Current Report on
Form 8-K for the purpose of filing with the Commission as an exhibit hereto the
Company's press release dated October 15, 1997, announcing a definitive merger
agreement with Synopsys, Inc. ("Synopsys"). The definitive merger agreement
provides for an exchange ratio of .6521 of a share of the common stock of
Synopsys for each outstanding share of common stock of Viewlogic and grants to
Synopsys an option to acquire up to 19.9% of the issued and outstanding shares
of common stock of Viewlogic at a cash exercise price of $28.00 per share.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
The exhibits listed in the Exhibit Index filed as part of this report
are filed as part of and are included in this report.
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SIGNATURE
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.
Date: October 15, 1997 VIEWLOGIC SYSTEMS, INC.
/s/ Ronald R. Benanto
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By: Ronald R. benanto
Title: Chief Financial Officer,
Senior Vice President
and Treasurer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99 Press Release
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Exhibit 99
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VIEWLOGIC
NEWS RELEASE
EDITORIAL CONTACTS:
David Sugishita Karen Wills
Chief Financial Officer Viewlogic Systems, Inc.
Synopsys, Inc. 508-303-5226
650-694-1979 [email protected]
Robin Owen Paula Larson
Synopsys, Inc. The Hoffman Agency
650-528-4754 408-975-3005
[email protected] [email protected]
SYNOPSYS MERGES WITH VIEWLOGIC
LARGEST MERGER IN EDA HISTORY BRINGS TOGETHER ALL KEY TECHNOLOGIES FOR
HIGH-LEVEL DESIGN AND SYSTEM ON A CHIP (SOC)
MOUNTAIN VIEW, Calif., October 15, 1997 -- Synopsys, Inc. (Nasdaq:SNPS) and
Viewlogic Systems, Inc. (Nasdaq:VIEW) today announced a definitive merger
agreement which will bring together the critical technologies required to enable
SoC design for rapidly growing computer, communications and consumer electronics
markets. Under the agreement, Synopsys will issue .6521 of a share of its
common stock for each outstanding share of Viewlogic. Based on current market
prices, the merger values Viewlogic stock at $28 per share, and provides an
aggregate value over a half billion dollars to the Viewlogic shareholders.
"The addition of Viewlogic's products and people will enable Synopsys to
wholly command the high-level design arena," said Aart de Geus, president and
CEO of Synopsys. "Our merger with Viewlogic establishes Synopsys as the clear
leader in all vital technologies for high-level design and system-on-a-chip
(SoC), to help us drive dramatic productivity growth for designers and market
growth for leading-edge electronic products."
Will Herman, president and CEO of Viewlogic said, "Viewlogic's ASIC tools
combine with Synopsys' tools, extensive channel and design methodology expertise
to create a formidable force -- one that can clearly make inroads against the
serious challenges our customers are confronting. Bringing together the
companies' strengths
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in the areas of test, verification, timing, and modeling creates some truly
robust solutions for engineers tasked with delivering complex, high-performance
designs."
"The Synopsys-Viewlogic merger represents a milestone in design reuse, a
key component to realizing the system on a chip," said Dave Bullis, senior vice
president of Synopsys, "The combination of Synopsys' Logic Modeling Group's
expertise in intellectual property (IP) modeling and Viewlogic's model
compilation technology opens the way for creation of accurate, fully protected
representations of 'hard' reusable blocks for SoC design. In addition,
Viewlogic's pioneering work in hardware/software co-verification will be
accelerated by working with Logic Modeling to create embedded processor and
memory subsystem models for embedded design."
In general, Viewlogic products, people and facilities will be merged into
the Synopsys organization. Simulation products will be consolidated within a
newly created Simulation Systems Group, and timing products and test products
will be grouped together. However, the PCB/systems portion of Viewlogic's
business will form a wholly-owned subsidiary of Synopsys, and will be located at
Viewlogic's current headquarters in Marlboro, Massachusetts. This organization
will be named Viewlogic Systems and will be headed by Will Herman as president
of Viewlogic Systems.
The merger, approved by the boards of directors at both companies, requires
the approval of each company's shareholders and is subject to regulatory
approvals and other customary conditions. The transaction is intended to be
accounted for as a pooling of interests and to qualify as a tax-free
reorganization. Synopsys expects a one-time charge related to certain
acquisition and related expenses in the quarter in which the transaction closes.
ABOUT THE COMPANIES
Viewlogic Systems, Inc. is a worldwide supplier of electronic design
automation software. The company's design tools enable electrical engineers to
design state-of-the art electronic products more efficiently, while reducing
both development costs and time to market. The company offers software for both
UNIX-and Windows-based platforms, along with a broad range of support services.
For more company information, the Internet home page address for Viewlogic is
http://www.viewlogic.com. Viewlogic press releases are also available through
the company's News on Demand fax service, which can be reached at (800) 448-
8533.
Synopsys, Inc. (Nasdaq:SNSP) is a leading supplier of electronic design
automation (EDA) solutions to the global electronic market. The company
provides comprehensive design technologies to creators of advanced integrated
circuits, electronic systems and systems on a chip. Synopsys also provides
consulting services and support to its customers to streamline overall design
process and accelerate time-to-market. Additional information about Synopsys is
available at
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http://www.synopsys.com.
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Synopsys is a registered trademark of Synopsys, Inc. All other trademarks or
registered trademarks mentioned in this release are the intellectual property of
their respective owners.
Viewlogic Systems, Inc.
293 Boston Post Road West
Marlboro, MA 01752-4615
508-480-0881
FAX: 508-480-0882
http://www.viewlogic.com
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