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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
DECEMBER 7, 1998
Date of Report (date of earliest event reported)
SUMMIT DESIGN, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 000-20923 93-1137888
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation or
organization)
9305 S.W. GEMINI DRIVE
BEAVERTON, OREGON 97008
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
Registrant's telephone number, including area code: (503) 643-9281
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On December 7, 1998, Summit Design, Inc. issued the press release
attached hereto as Exhibit 99.1, which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
99.1 Press Release dated December 7, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Summit Design, Inc.
Dated: December 7, 1998 By: /s/ C. Albert Koob
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C. Albert Koob
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit
Number Description of Document
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99.1 Press Release dated December 7, 1998.
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SUMMIT DESIGN, INC. UPDATES STATUS OF PROPOSED ORCAD MERGER
BEAVERTON, ORE. -- DECEMBER 7, 1998 -- Summit Design, Inc. (Nasdaq: SMMT)
today announced that it is in the process of responding to comments received
from the Securities and Exchange Commission ("SEC") relating to its
registration statement filed in connection with Summit's proposed acquisition
of OrCAD, Inc.
Some of the SEC comments relate to the accounting treatment of Summit's
acquisition of Simulation Technologies Corp. ("SimTech") in the third quarter
of 1997. That treatment resulted in a charge to earnings of $19.9 million in
the third quarter of 1997.
The accounting treatment of the SimTech acquisition, including the write-off
of in-process research and development, and the valuation of certain
consideration paid to SimTech shareholders, was in accordance with
established accounting practice and based upon valuations provided by
Summit's public accountants and an independent financial advisor. However,
the Securities and Exchange Commission has recently provided additional
guidance on the determination of in-process research and development
write-offs. In addition, the Securities and Exchange Commission has
commented on the possible contingent nature of a portion of the consideration
paid to SimTech shareholders.
In light of the Securities and Exchange Commission's current views, Summit
believes that it will be required to revise the accounting treatment for the
SimTech acquisition. The revised accounting treatment would not impact
Summit's cash or liquidity position. However, such accounting treatment
would result in a material increase in recorded intangible assets and related
amortization expense associated with the SimTech acquisition and could affect
the recognition of certain consideration paid to SimTech shareholders and
would, therefore, have a material adverse impact on Summit's operating
expenses and earnings in the quarters subsequent to the acquisition and in
future quarters.(1) Until the Securities and Exchange Commission's
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(1) This statement is a forward-looking statement within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934. Summit will not know the extent to which it
will have to revise its accounting treatment until completion of its own
analysis and of discussions with the Securities and Exchange Commission.
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comments have been resolved, Summit will not be able to quantify the extent of
the restatement of financial statements. However, any such adjustments would be
noncash charges and would not affect Summit's cash or liquidity position.
Due to the timing of responding to comments received from the Securities and
Exchange Commission, Summit expects that its proposed acquisition of OrCAD,
Inc. will close in the first quarter of 1999.(2)
Summit Design, Inc. is a leading international supplier of engineering
software products in the areas of high-level design creation, analysis and
verification. The world's top electronics companies use Summit products to
increase engineering productivity, reduce development time and improve the
quality of their products. Summit is located at 9305 S.W. Gemini Drive,
Beaverton, Ore., 97008; (503) 643-9281.
Contact:
Summit Design, Inc., Al Koob 503/643-9281
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(2) This statement is a forward-looking statement within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934. The closing of the proposed acquisition of OrCAD, Inc. is
subject to the approval of OrCAD's and Summit's stockholders and other
conditions to closing which are discussed in Summit's Registration Statement on
Form S-4. There can be no assurance as to when or if the closing will occur.
