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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
FEBRUARY 2, 1999
----------------------------
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
ORCAD, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-27692 93-1062832
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NO.) IDENTIFICATION NO.)
9300 S.W. NIMBUS AVENUE, BEAVERTON, OREGON 97008
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(503) 671-9500
NO CHANGE
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
EXHIBIT INDEX ON PAGE 4
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Item 5. OTHER EVENTS
On February 1, 1999, Summit Design, Inc. ("Summit"), Hood Acquisition
Corp., a wholly-owned subsidiary of Summit ("Merger Sub") and OrCAD, Inc.
("OrCAD") entered into a Termination Agreement and Release (the "Termination
Agreement") which terminated the Agreement and Plan of Reorganization (the
"Reorganization Agreement") dated September 20, 1998, by and among Summit,
Merger Sub and OrCAD. A copy of the Termination Agreement is filed herewith as
Exhibit 2.1 and is incorporated by reference herein.
On February 2, 1999, Summit and OrCAD issued a press release announcing
that they had mutually agreed to terminate the Reorganization Agreement. A copy
of the press release is filed herewith as Exhibit 99.1 and is incorporated by
reference herein.
On February 2, 1999, OrCAD issued a press release announcing the
termination of the Reorganization Agreement, and revenue and earnings per share
expectations for the fourth quarter of 1998. A copy of the press release is
filed herewith as Exhibit 99.2 and incorporated by reference herein.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
2.1 Termination Agreement and Release dated February 1, 1999, by and
among Summit Design, Inc., Hood Acquisition Corp., a wholly-owned
subsidiary of Summit Design, Inc., and OrCAD, Inc.
99.1 Press Release dated February 2, 1999.
99.2 Press Release dated February 2, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
OrCAD, INC.
Date: February 3, 1999 By: /s/ P. David Bundy
------------------------------------------
P. David Bundy, Vice President,
Secretary and Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
2.1 Termination Agreement and Release dated February 1, 1999,
by and among Summit Design, Inc., Hood Acquisition Corp.,
a wholly-owned subsidiary of Summit Design, Inc., and
OrCAD, Inc.
99.1 Press Release dated February 2, 1999
99.2 Press Release dated February 2, 1999
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TERMINATION AGREEMENT AND RELEASE
This Termination Agreement and Release is made and entered into as of this
1st day of February, 1999, by and among Summit Design, Inc., a Delaware
corporation ("Summit"), Hood Acquisition Corp., a Delaware corporation and
wholly-owned subsidiary of Summit ("Merger Sub"), and OrCAD, Inc., a Delaware
corporation ("OrCAD").
RECITALS
WHEREAS, Summit, Merger Sub and OrCAD have previously entered into that
certain Agreement and Plan of Reorganization dated as of September 20, 1998, as
amended (the "Reorganization Agreement");
WHEREAS, the Board of Directors of OrCAD has determined that the Merger (as
defined in the Reorganization Agreement) is no longer consistent with and in
furtherance of the long-term business strategy of OrCAD or in the best interests
of OrCAD and its stockholders, and has duly authorized the termination of the
Reorganization Agreement;
WHEREAS, the Board of Directors of Summit has determined that the Merger is
no longer consistent with and in furtherance of the long-term business strategy
of Summit or in the best interests of Summit and its stockholders, and has duly
authorized the termination of the Reorganization Agreement; and
WHEREAS, the parties have agreed to terminate the Merger and any and all
other transactions contemplated by the Reorganization Agreement;
NOW, THEREFORE, in consideration of the foregoing premises, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. TERMINATION OF REORGANIZATION AGREEMENT. Pursuant to the provisions
of Section 7.1(a) of the Reorganization Agreement, the parties hereby mutually
consent to the termination of the Reorganization Agreement (including any and
all covenants, agreements and obligations contained therein) and any and all
agreements entered into in connection therewith, together with any and all of
the transactions contemplated thereby (including without limitation, the merger
of Merger Sub with and into OrCAD), and the same shall be of no further force
and effect.
2. MUTUAL RELEASE. For and in consideration of the mutual covenants
contained in this Agreement, Summit, Merger Sub and OrCAD hereby release and
forever discharge each other and their respective officers, directors, agents,
employees, successors and assigns from any and all contractual, statutory or
tort claims, demands, damages, costs, attorney fees, liability, claims for
contribution and claims for indemnity (collectively, "Claims") existing on the
date of this Agreement or arising hereafter, resulting from, relating to or in
connection with the Reorganization Agreement or the transactions contemplated
thereby.
1 - Termination Agreement and Release
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3. NON-DISCLOSURE AGREEMENT AND CONFIDENTIALITY AGREEMENTS .
Notwithstanding the foregoing, the parties hereby specifically agree and affirm
that (i) the Non-Disclosure Agreement (as defined in the Reorganization
Agreement) remains in full force and effect, (ii) the Confidentiality Agreements
entered into as of December 16, 1998 by and between OrCAD and certain directors,
officers and employees of Summit and by and between Summit and certain
directors, officers and employees of OrCAD (collectively, the "Confidentiality
Agreements") remain in full force and effect, and (iii) the mutual release
contained in Section 2 of this Agreement shall not be applicable or enforceable
with respect to any Claims resulting from, relating to or in connection with the
Non-Disclosure Agreement or the Confidentiality Agreements.
4. FEES AND EXPENSES. Summit and OrCAD each hereby agree that all fees
and expenses incurred in connection with the Reorganization Agreement, as well
as the termination thereof, shall be paid by the party incurring such expenses;
provided, however, that consistent with Section 7.3 of the Reorganization
Agreement, Summit and OrCAD each hereby agree that they shall share equally all
fees and expenses, other than attorneys' and accountants' fees and expenses,
incurred in relation to the printing and filing (with the SEC) of the
Registration Statement on Form S-4 (including financial statements and exhibits)
and all amendments thereto.
5. PUBLIC DISCLOSURE. Summit and OrCAD each hereby agree to consult with
the other and agree upon the text of press releases to be issued by Summit and
OrCAD, respectively, announcing the execution of this Agreement. Summit and
OrCAD each hereby agree to consult with each other before issuing any other
press release or otherwise making any public statement with respect to the
Merger, the Reorganization Agreement, the Registration Statement on Form S-4 or
the withdrawal thereof, or this Agreement, and will not issue any such press
release or make any such public statement prior to such consultation, except as
may be required by law.
6. NONDISPARAGEMENT. In any and all public or private communications
regarding the Reorganization Agreement, the Merger and the termination of the
same, each party shall refrain from making any disparaging remarks about the
other party.
7. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other party, it being understood that all
parties need not sign the same counterpart.
8. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, regardless of the laws that
might otherwise govern under applicable principles of conflicts of law thereof.
Each of the parties hereto irrevocably consents to the exclusive jurisdiction of
any state or federal court within the City of Portland, Oregon, in connection
with any matter resulting from, relating to or in connection with this Agreement
or the matters contemplated herein, and waives and covenants not to assert or
plead any objection which they might otherwise have to such jurisdiction.
2 - Termination Agreement and Release
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized respective officers as of the date first
written above.
SUMMIT DESIGN, INC. ORCAD, INC.
By: /s/ Larry J. Gerhard By: /s/ Michael F. Bosworth
------------------------------- ------------------------------
Print: Larry J. Gerhard Print: Michael F. Bosworth
---------------------------- ---------------------------
Title: President Title: President
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HOOD ACQUISITION CORP.
By: /s/ Larry J. Gerhard
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Print: Larry J. Gerhard
----------------------------
Title: President
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3 - Termination Agreement and Release
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Exhibit 99.1
FOR IMMEDIATE RELEASE
OrCAD AND SUMMIT DESIGN ANNOUNCE
TERMINATION OF PROPOSED MERGER
Beaverton, Oregon, February 2, 1999 -- OrCAD-Registered Trademark-
(NASDAQ:OCAD) and Summit Design (NASDAQ:SMMT) today announced that they have
mutually agreed to terminate the Agreement and Plan of Reorganization originally
announced on September 20, 1998. The Boards of Directors of Summit and OrCAD
determined that the proposed merger is no longer in the best interests of the
companies' respective stockholders.
ABOUT OrCAD
Founded in 1985, OrCAD (NASDAQ:OCAD) is the leading supplier of Windows EDA
software and services to electronics companies worldwide. The company's
solutions increase productivity in the management of component data, and in the
design of field-programmable gate arrays (FPGAs), complex programmable logic
devices (CPLDs), analog and mixed analog-digital circuits, and printed circuit
boards (PCBs). OrCAD serves many segments of the worldwide electronics industry,
including aerospace, telecom, industrial control, military, medical equipment,
semiconductor, computer, and consumer products.
The company is headquartered at 9300 S.W. Nimbus Avenue, Beaverton, Oregon,
97008 with offices in Irvine, California; Yokohama, Japan; and Basingstoke,
England. In other countries worldwide, a network of resellers represents OrCAD.
ABOUT SUMMIT DESIGN
Summit Design, Inc. (NASDAQ:SMMT) is a leading international supplier of
engineering software products in the areas of high-level design creation,
analysis, verification, and optimization. The world's top electronics companies
use Summit products to increase engineering productivity, decrease
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time to market, and improve the quality of their products.
Summit Design is headquartered at 9305 S.W. Gemini Drive, Beaverton,
Oregon, 97008 with offices in Herzelea, Israel; St. Paul, Minnesota; and
Campbell, California.
NOTE: OrCAD is a registered trademark and all OrCAD product and service names
are either registered trademarks, trademarks, or service marks of OrCAD, Inc.
Microsoft, Windows, and Windows NT are either registered trademarks or
trademarks of Microsoft Corporation in the United States and/or other countries.
All other trademarks are the property of their respective holders.
Contact: Jean Armstrong
Armstrong Kendall, Inc.
3800 S.W. Cedar Hills Blvd., Suite 226
Portland, Oregon 97005 U.S.A.
PH: 503-643-7663
FX: 503-672-4699
Contact: Dave Bundy
OrCAD, Inc.
9300 S.W. Nimbus Avenue
Beaverton, Oregon 97008 U.S.A.
PH: 503-671-9500
FX: 503-671-9501
Contact: Al Koob
Summit Design, Inc.
9305 S.W. Gemini Drive
Beaverton, OR 97008
PH: 503-643-9281
FX: 503-646-4954
<PAGE>
Exhibit 99.2
FOR IMMEDIATE RELEASE
OrCAD AND SUMMIT DESIGN MUTUALLY AGREE
TO TERMINATE PROPOSED MERGER
Beaverton, Oregon, February 2, 1999 -- OrCAD-Registered Trademark-
(NASDAQ:OCAD) today announced that it and Summit Design (NASDAQ:SMMT) have
mutually agreed to terminate the Agreement and Plan of Reorganization originally
announced on September 20, 1998. OrCAD is the leading supplier of
Windows-Registered Trademark- EDA software and services to electronics companies
worldwide.
Mike Bosworth, OrCAD chairman, president, and CEO, stated, "The proposed
merger with Summit is no longer in the best interests of OrCAD stockholders.
OrCAD will continue to pursue its strategic direction as exemplified by the
recent shipment of its new Release 9 products to the world's largest community
of electronics designers."
Excepting any fourth quarter charges relating to the terminated merger,
OrCAD expects to meet or exceed current analyst consensus estimates for revenue
and earnings per share for the fourth quarter of 1998. OrCAD will announce its
fourth quarter earnings on February 4, 1999, after the market closes.
ABOUT OrCAD
Founded in 1985, OrCAD (NASDAQ:OCAD) is the leading supplier of Windows EDA
software and services to electronics companies worldwide. The company's
solutions increase productivity in the management of component data, and in the
design of field-programmable gate arrays (FPGAs), complex programmable logic
devices (CPLDs), analog and mixed analog-digital circuits, and printed circuit
boards (PCBs). OrCAD serves many segments of the worldwide electronics industry,
including aerospace, telecom, industrial control, military, medical equipment,
semiconductor,
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computer, and consumer products.
The company is headquartered in Beaverton, Oregon, with offices in Irvine,
California; Yokohama, Japan; and Basingstoke, England. In other countries
worldwide, a network of resellers represents OrCAD.
FORWARD-LOOKING STATEMENTS
Except for the historical information included herein, the matters
discussed in this press release are forward-looking statements that involve
risks and uncertainties. Therefore, actual outcomes or future results could
differ materially from those presented herein. Factors that could cause or
contribute to such differences include, but are not limited to, the length of
sales cycles, demand for the company's products, the timely development and
market acceptance of new products and upgrades to existing products, the impact
of competitive products and pricing, economic conditions, impact of the
termination of the merger with Summit Design, and other risks detailed from time
to time in the company's SEC reports.
NOTE: OrCAD is a registered trademark and all OrCAD product and service
names are either registered trademarks, trademarks, or service marks of OrCAD,
Inc. Microsoft, Windows, and Windows NT are either registered trademarks or
trademarks of Microsoft Corporation in the United States and/or other countries.
All other trademarks are the property of their respective holders.
Contact: Jean Armstrong
Armstrong Kendall, Inc.
3800 S.W. Cedar Hills Blvd., Suite 226
Portland, Oregon 97005 U.S.A.
PH: 503-643-7663
FX: 503-672-4699
Contact: Dave Bundy
OrCAD, Inc.
9300 S.W. Nimbus Avenue
Beaverton, Oregon 97008 U.S.A.
PH: 503-671-9500
FX: 503-671-9501
OrCAD DIRECT Sales: 800-671-9505
Email: [email protected]
Instant Information Via Fax: 800-448-8647
