ORCAD INC
10QSB/A, 1996-08-22
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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                                                      TOTAL NUMBER OF PAGES IS 3
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                                       of
                       THE SECURITIES EXCHANGE ACT OF 1934

                       For the Quarter ended June 30, 1996
                         Commission File Number 0-27692

                                   ORCAD, INC.
                                  (Registrant)

                      Incorporated in the State of Delaware

                I.R.S. Employer Identification Number 93-1062832

                   9300 S.W. Nimbus Avenue Beaverton, OR 97008

                            Telephone: (503) 671-9500




Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                                     Yes  X  No
                                                         ---    ---

On June 30, 1996, 6,561,104 shares of the registrant's common stock were issued
and outstanding.
<PAGE>   2
PART II - OTHER INFORMATION

ITEM 4:   SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

The Company's annual shareholders' meeting was held on Thursday, June 13, 1996,
at which the following actions were taken by a vote of the shareholders.

         1.   The following persons were re-elected to the Board of Directors 
              by the votes and for the terms indicated:


<TABLE>
<CAPTION>
                                                     Vote
                                                               Withhold           Term
                  Director                    For              Authority          Ending
<S>                                         <C>                 <C>               <C> 
               Michael F. Bosworth          4,145,142           51,165            1997
               John C. Savage               4,145,142           51,165            1997
               Stephen W. Director          4,144,584           51,723            1997
               Richard P. Magnuson          4,145,142           51,165            1997
               James B. Moon                4,145,142           51,165            1997
</TABLE>

         2.   By a vote of 3,805,873 to 263,874 (with 48,895 abstentions and
              77,665 Broker Non-Votes), the OrCAD, Inc. 1996 Employee Stock
              Purchase Plan was approved.

         3.   By a vote of 4,144,208 to 3,604 (with 48,495 abstentions), the
              Company's selection of KPMG Peat Marwick LLP as the Company's
              independent auditors for the year ending December 31, 1996 was
              ratified.

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

         (a)  Exhibits: 27.1 Financial Data Schedule

         (b)  No reports were filed on Form 8-K during the three months ended
              June 30, 1996.

                                       2

<PAGE>   3
SIGNATURES

         Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                    OrCAD, Inc.



   Dated: August 20, 1996           P. David Bundy
                                    --------------

                                    Vice President, Finance and Secretary
                                    (Principal Financial and Accounting Officer)

                                       3

<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                          19,162
<SECURITIES>                                     5,850
<RECEIVABLES>                                    3,250
<ALLOWANCES>                                       664
<INVENTORY>                                        505
<CURRENT-ASSETS>                                29,052
<PP&E>                                           2,569
<DEPRECIATION>                                   1,497
<TOTAL-ASSETS>                                  35,520
<CURRENT-LIABILITIES>                            4,283
<BONDS>                                              0
                                0
                                          0
<COMMON>                                            66
<OTHER-SE>                                      31,171
<TOTAL-LIABILITY-AND-EQUITY>                    35,520
<SALES>                                         10,234
<TOTAL-REVENUES>                                10,234
<CGS>                                            1,199
<TOTAL-COSTS>                                    8,359
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   242
<INTEREST-EXPENSE>                                   8
<INCOME-PRETAX>                                  2,352
<INCOME-TAX>                                       494
<INCOME-CONTINUING>                              1,858
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,858
<EPS-PRIMARY>                                      .30
<EPS-DILUTED>                                      .30
        

</TABLE>


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