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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
SEPTEMBER 16, 1999
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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 jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
9305 S.W. GEMINI DRIVE
BEAVERTON, OREGON 97008
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(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 September 16, 1999, 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 September 16, 1999
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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: September 21, 1999 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
99.1 Press Release dated September 16, 1999
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EXHIBIT 99.1
COMPANY PRESS RELEASE
Summit and Viewlogic Announce Merger Agreement
Merger to Spearhead New Era of Design Productivity
Viewlogic's Herman to Lead Company
BEAVERTON, Ore. and MARLBORO, Mass.--(BUSINESS WIRE)--Sept. 16, 1999--Summit
Design, Inc. (Nasdaq:SMMT - news) and Viewlogic Systems, Inc., a privately
held company, today announced they have entered into a definitive merger
agreement. Both companies are in the Electronic Design Automation (EDA)
industry and provide software and services to engineers who design electronic
systems and products sold by the computer, communications, aerospace/defense,
automotive and consumer electronic markets.
The combined company will offer customers a broad range of software and
services for designing electronic systems and products, from initial concept
through implementation. Summit is a leading provider of mixed-language design
creation and verification tools targeted at system-on-chip design. Viewlogic
provides a comprehensive family of integrated eProduct (electronic product)
design software and services to enterprises that create advanced electronic
systems.
The acquisition has been structured as a stock-for-stock merger, in which a
total of approximately 16.2 million Summit shares will be issued in exchange
for all outstanding shares of Viewlogic. Summit will also assume Viewlogic
options exercisable for up to approximately 2.0 million Summit shares. There
will be no adjustment to the merger consideration for changes in Summit stock
price prior to closing. Summit and Viewlogic intend to rename the merged
company after closing. The merger will be accounted for as a purchase.
Management Make-Up
Will Herman, president and CEO of Viewlogic, will become chairman, president
and CEO of the combined company, and Rick Lucier, Chief Operating Officer of
Viewlogic, will retain his current role in the combined company. Guy Moshe
will be senior vice president, and general manager of Israel Operations.
William Botts, chairman and interim CEO of Summit, will serve on the board of
directors. The company's corporate headquarters will be located in Marlboro,
Mass., where Viewlogic is based.
Broad Choice of Design Tools
Botts said the merger will benefit the companies' large installed base of
approximately 50,000 users worldwide. "Combining Summit and Viewlogic into
one company will enable customers to choose from a rich suite of software
tools and services that can be deployed in multiple design environments to
meet rigorous system design requirements," he said.
eProduct Design Automation
Herman said the combined company plans to foster a new era of design
productivity by helping customers address both process and design complexity
issues that impact eProduct competitiveness. "We plan to deliver eProduct
Design Automation solutions that enable engineers to deal with concept,
design and verification issues covering the entire process of creating
eProducts. These solutions are intended to eliminate costly bottlenecks
downstream in the design process. I like to think of it as engendering
`success-to-market' - enabling our customers to get there first with a
differentiated product."
Herman said these eProduct Design Automation solutions will add "a bold, new
dimension to our First-to-Market.com business program that is designed to
help companies around the world optimize their eProduct development process
for increased profitability and competitiveness."
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Corporate Histories
Summit was founded in February 1994 through the merger of Test Systems
Strategies, Inc. (TSSI) and SEE Technologies, and went public in 1996.
Viewlogic Systems, Inc., was formed in 1984 with Herman as a founder. The
company went public in 199l and was acquired by Synopsys, Inc., in December
1997. Its products were consolidated into the Simulation Systems Group and
Viewlogic Systems Group. In a management-led buyout, Herman, with private
venture capital and bank debt, purchased the system-level design portion of
Viewlogic's business from Synopsys in October 1998. Viewlogic Systems, Inc.,
was re-created at that time and became a privately held company.
Prior to leading Viewlogic, Herman was president of Scopus Technology, Inc.,
a database applications company, and president and CEO of Silerity, Inc., a
computer-aided engineering software company.
Market Thrust
Viewlogic and Summit currently employ a total of approximately 460 people
worldwide. The combined company will market software tools and services to
companies through direct sales, distributors and telesales in the U.S.,
Europe, Japan and the Pacific Rim.
Transcendent Acquisition
The merged company also will include Transcendent Design Technology, Inc.,
which was acquired by Viewlogic on August 10th. That acquisition provides
electromechanical design and analysis solutions, and additional consulting
services. Transcendent's products are used by leading automotive, aerospace
and industrial companies to design wire harness and cable systems.
Merger Approval
The merger, approved by the boards of directors at both companies, requires
the approval of each company's shareholders and is subject to other customary
conditions. The transaction is intended to qualify as a tax-free
reorganization. Summit expects a one-time charge related to certain
acquisition and related expenses in the quarter in which the transaction
closes.
About Summit Design
Summit Design, Inc. (Nasdaq:SMMT - news) is a leading international supplier
of engineering software products in the areas of high-level design creation,
analysis, verification, and optimization. Some of the world's top electronics
companies use Summit products to increase engineering productivity, decrease
time to market, and improve the quality of their products.
Summit Design is headquartered in Beaverton, Oregon, with offices in North
America, Europe and the Pacific Rim. For more information, visit
www.summit-design.com.
About Viewlogic
Viewlogic Systems, Inc., based in Marlboro, Mass., develops, markets and
supports a comprehensive family of integrated eProduct design software and
services for advanced electronic systems. Viewlogic defines eProducts as
products that are differentiated by their electronic content. Viewlogic is a
privately held company with offices in North America, Europe and the Pacific
Rim. Additional information on Viewlogic and its products can be found on the
company web site at: www.viewlogic.com.
Forward-Looking Statements
Except for any historical information presented herein, matters discussed in
this press release may constitute forward-
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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, obtaining stockholder approval and satisfaction of
the other conditions to closing, as well as the ability of the companies to
successfully integrate their operations, and those factors discussed from
time to time in the companies' public reports filed with the Securities and
Exchange Commission.
Editor's note: All trademarks are the property of their respective owners.
Contact:
Editorial Contacts
North America:
Ed Canty
508.303.5291
[email protected]
or
Sarah Miller
508.303.5254
[email protected]
or
Al Koob
503.526.6383
[email protected]
or
Europe/Middle East: Asia Pacific:
Dick Selwood Junko Kaneko
+44(0) 1962 853 781 03(3364)5531
[email protected] [email protected]
