<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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
DECEMBER 3, 1999
Date of Report (Date of earliest event reported)
ANALOGY, INC.
(Exact name of registrant as specified in its charter)
OREGON 0-27752 93-0892014
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation or organization) Identification No.)
9205 SW GEMINI DRIVE
BEAVERTON, OREGON 97008
(Address of principal executive offices and zip code)
503-626-9700
(Registrant's telephone number including area code)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
ITEM 5. OTHER EVENTS
On December 3, 1999, Avant! Corporation filed a press release announcing a
definitive agreement under which Avant! Corporation will acquire Analogy, Inc.
The acquisition has been approved by the boards of directors of both companies
and is subject to certain conditions, including compliance with applicable
regulatory requirements and approval by Analogy Inc.'s shareholders. The press
release is included herein as Exhibit 99.1
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release
2
<PAGE>
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.
ANALOGY, INC.
Dated: December 6, 1999 By: /s/ GARY P. ARNOLD
------------------
Gary P. Arnold
Chairman of the Board, President
and Chief Executive Officer
3
<PAGE>
EXHIBIT 99.1
AVANT! TO ACQUIRE ANALOGY, INC.
ADDITION OF ANALOGY ESTABLISHES AVANT! AS MARKET LEADER FOR MIXED-SIGNAL
DESIGN - AN ENABLING TECHNOLOGY FOR SYSTEM-ON-A-CHIP MARKET
FREMONT, Calif., Dec. 3 /PRNewswire/ -- The Avant! Corporation (Nasdaq: AVNT -
news), the world's leader in very deep submicron semiconductor design software,
and Analogy, Inc. (Nasdaq: ANLG - news) today announced a definitive agreement
under which Avant! will acquire Analogy for a total cash purchase price of $24
million, or approximately $2.48 per share (based on the number of common shares
Analogy expects to have outstanding on the date the transaction is closed and
subject to possible adjustment for certain Analogy expenses). The acquisition
has been approved by the boards of directors of both companies and is subject to
certain conditions, including compliance with applicable regulatory requirements
and approval by Analogy's shareholders.
Analogy is the leader in mixed-signal and mixed-technology simulation, analysis
and design. Analogy's products are used in the aerospace,
automotive/transportation, semiconductor, communications, computer peripherals,
medical and industrial control industries. Its Saber product, which includes the
Calaveras algorithm and other patented technology, is the world's most advanced
and flexible simulator for mixed-signal and mixed-technology simulation.
The addition of Analogy's tools and technologies makes Avant! the market leader
in software for the design, analysis, and simulation of mixed-signal
technologies -- chips, packages, boards and entire electro-mechanical and other
mixed-technology components and systems. Avant!'s Star-HSPICE product, which is
the industry's leading circuit simulator, and its high-performance Star-Sim
simulator will now be complemented by Saber, the industry standard for
mixed-signal and mixed-technology simulation. Saber's simulation and analysis
technology will be integrated into Avant!'s SinglePass design flow for very deep
submicron Systems-on-a-Chip (SOC) and ASIC designs.
In addition, a mixed-signal, mixed-technology, single kernel simulation
environment capable of supporting multiple hardware description languages such
as VHDL-AMS, Verilog-AMS, SPICE and MAST(R) is in development. A preview version
aimed at education and training was launched in June of this year, and a
commercial version is scheduled to be introduced in 2000. Upon integration, this
will provide the industry's first, integrated top-down methodology for SOC and
ASIC design.
"We welcome the customers and employees of Analogy to Avant!," said Gerald C.
Hsu, chairman, president and CEO of Avant! Corporation. "The mixed signal market
is growing rapidly and is vital technology for SOC and ASIC design. This
technology is used throughout the wireless, communications, automotive, power
and aerospace markets. The addition of Analogy significantly broadens Avant!'s
presence in the system, subsystem and IC market."
"We are very excited about the opportunities this merger creates," said Gary
Arnold, chairman, president and CEO of Analogy. "This is great news for our
customers, as this merger will provide industry-leading solutions to meet their
expanding technology requirements. Avant!'s focus on strong customer
partnerships, industry-leading technology, and continuous employee development
were key reasons for merging with Avant!."
About Analogy
Analogy, Inc. is a world leader in the development of high-performance design
and analysis software and model libraries for the design of mixed-signal and
mixed-technology systems. The company's products are used in the aerospace,
automotive/transportation, semiconductor, communications, computer peripherals,
medical and industrial control industries. Analogy has offices and support staff
throughout the United States, Europe and Asia and is headquartered in Beaverton,
Oregon. Analogy is a publicly traded company. Analogy's Web address is
www.analogy.com.
1
<PAGE>
About Avant!
Avant! (pronounced ah VAHN tee) Corporation develops, markets, and supports
integrated circuit design automation (ICDA) software for the design of deep
submicron ICs including microprocessors, microcontrollers, application-specific
standard products (ASSPs) and complex application-specific integrated circuits
(ASICs). Avant!'s product offering and chip design methodologies cover design
authoring, process characterization, circuit simulation and analysis, HDL
simulation, formal verification, floorplanning, physical design and VDSM
optimization, interconnect parasitic extraction, timing simulation, physical
verification, IC/package co-design and a full suite of technology computer-aided
software for process simulation, device modeling and mask synthesis. Avant! also
provides physical foundation IP libraries for integrated circuit design.
Avant!'s tools support hierarchical design methodologies as well as incremental
design changes in all phases, and they offer the capacity needed for
multi-million-transistor devices.
The company is headquartered in Fremont, California, with sales offices
worldwide. Telephone: 510-413-8000. Fax: 510-413-8080. Worldwide Web:
www.avanticorp.com.
NOTE: Avant!, Star-HSPICE, and Star-Sim are trademarks of Avant! Corporation.
Analogy is a registered trademark of Analogy, Inc. Saber is a registered
trademark of American Airlines Inc., licensed to Analogy, Inc. All other company
and product names mentioned herein are trademarks or registered trademarks of
their respective owners and should be treated as such.
The statements contained herein that are not purely historical are
forward-looking statements within the meaning of Section 21E of the Securities
and Exchange Act of 1934, including statements regarding the company's
expectations, beliefs, hopes, intentions or strategies regarding the future.
Forward-looking statements include statements regarding future sales, market
growth and competition. All forward-looking statements included in this document
are based upon information available to the company as of the date hereof, and
the company assumes no obligation to update any such forward-looking statement.
Actual results could differ materially from the company's current expectations.
Factors that could cause or contribute to such differences are set out in the
company's 10-K for the period ending in December 31, 1998 and the company's 10-Q
for the quarter ending September 30, 1999. Both forms are filed with the
Securities and Exchange Commission.
2
