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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): September 22, 2000
Innoveda, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
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000-20923 93-1137888
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(Commission File Number) (I.R.S. Employer Identification No.)
293 Boston Post Road West
Marlboro, Massachusetts 01752
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(Address of Principal Executive Offices) (Zip Code)
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(508) 480-0881
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(Registrant's Telephone Number, Including Area Code)
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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SPECIAL NOTE REGARDING CERTAIN STATEMENTS AND REFERENCES
This Current Report on Form 8-K contains forward-looking statements
which reflect the current judgment of Innoveda, Inc., a Delaware corporation
(the "Registrant"), on certain issues, including the Registrant's use of the
assets and businesses acquired by it in the Merger (as defined in this Current
Report on Form 8-K). Because these statements apply to future events, they are
subject to risks and uncertainties that could cause the actual results to differ
materially. Important factors which could cause actual results to differ
materially include the ability of the Registrant to successfully integrate the
businesses of PADS Software, Inc., a Delaware corporation ("PADS"), with its
businesses, the volatility of the Registrant's quarterly results, the impact of
financial charges related to the business combination of PADS and the Registrant
and other business combinations completed by the Registrant, the intense
competition the Registrant faces, and the other risks described in the
Registrant's Registration Statement on Form S-4 (Commission File No. 333-42814),
as amended (the "Registration Statement"), and in the Registrant's Quarterly
Report on Form 10-Q for the period ended July 1, 2000, on file with the
Securities and Exchange Commission, which factors are incorporated herein by
reference.
References in this Current Report on Form 8-K and the exhibits hereto
to www.innoveda.com, any variations of the foregoing, or any other uniform
resource locator, or URL, are inactive textual references only. The information
on the Registrant's Website and any other URL is not incorporated by reference
into this Current Report on Form 8-K and should not be considered to be a part
of this document.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 22, 2000, the Registrant completed its acquisition of PADS
Software, Inc., a Delaware corporation ("PADS"), pursuant to an Agreement and
Plan of Merger and Reorganization dated as of June 2, 2000 (the "Merger
Agreement") among the Registrant, Innovative Software, Inc., a Delaware
corporation and a wholly owned subsidiary of the Registrant, PADS and Kyoden
Company, Ltd., a Japanese corporation and the majority stockholder of PADS
("Kyoden"). At the effective time of the merger contemplated by the Merger
Agreement (the "Effective Time"), the Transitory Subsidiary merged with and into
PADS, whereupon PADS became a wholly owned subsidiary of the Registrant (the
"Merger").
In connection with the Merger, the Registrant issued an aggregate of
6,473,136 shares of its common stock, $0.01 par value per share (the "Common
Stock"), and $1,976,143 in cash in exchange for all of the outstanding shares of
capital stock of PADS. Each share of capital stock of PADS outstanding
immediately prior to the Effective Time was converted into the right to receive
approximately 1.9 shares of Common Stock and $0.579 in cash. Pursuant to the
terms of the Merger Agreement, no fractional shares of the Registrant's common
stock were issued in the Merger, and instead the Registrant rounded any
fractional share to the nearest whole share, with any fractional interest equal
to .5 rounded to the nearest odd number. In addition, the outstanding stock
options of PADS were converted into options to purchase an aggregate of 166,831
shares of Common Stock.
At the Effective Time, the Registrant elected Hiroshi Hashimoto, the
former chairman of the board of directors of PADS, to the Registrant's board of
directors.
The Merger is intended to qualify as a tax-free reorganization within
the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended.
The Company expects to treat the Merger as a purchase for accounting purposes.
The Registrant used authorized but previously unissued shares of its Common
Stock and cash from its available cash balances as consideration in the Merger.
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The terms of the Merger Agreement and the Merger were determined on the
basis of "arm's-length" negotiations among the parties. The board of directors
of the Registrant and the board of directors and the stockholders of PADS
approved the Merger Agreement and the Merger. Prior to the execution of the
Merger Agreement, none of the Registrant, its affiliates, officers or directors
or any associate of any such officer or director, had any material relationship
with PADS, Kyoden or any of PADS's other stockholders.
Prior to the merger, PADS was an electronic design automation firm that
focused on delivering software that automates the design, verification and
manufacture of complex electronic systems, such as printed circuit boards,
multi-chip modules and advanced integrated circuit packages. The Registrant
currently intends to continue to use the tangible assets of PADS constituting
plant, equipment or other physical property and its intellectual property
substantially in the same manner in which they were used by PADS immediately
prior to the Merger.
The foregoing discussion of the Merger Agreement does not purport to be
complete and is qualified by reference to the full text of the Merger Agreement,
which was filed as Exhibit 2.6 to the Registration Statement and is incorporated
herein by reference. The Company's press release dated September 25, 2000, which
is filed as Exhibit 99.1 to this Current Report on Form 8-K, is also
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
(i) The following audited consolidated financial statements of
PADS and subsidiary, the notes related thereto and the independent auditors'
report thereon were previously reported in the Registration Statement, and
pursuant to General Instruction B.3 of Form 8-K no additional audited financial
statements of PADS are reported in this Current Report on Form 8-K:
(A) balance sheets as of December 31, 1998 and 1999;
(B) statements of operations for the years ended December 31,
1997, 1998 and 1999;
(C) statements of stockholders' deficiency for the years ended
December 31, 1997, 1998 and 1999; and
(D) statements of cash flows for the years ended December 31,
1997, 1998 and 1999.
(ii) The following unaudited consolidated financial statements
of PADS and subsidiary and the notes related thereto were previously reported in
the Registration Statement, and pursuant to General Instruction B.3 of Form 8-K
no additional unaudited financial statements of PADS are reported in this
Current Report on Form 8-K:
(A) balance sheet as of March 31, 2000;
(B) statements of operations for the three months ended March
31, 1999 and 2000;
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(C) statement of stockholders' deficiency for the three months
ended March 31, 2000; and
(D) statements of cash flows for the three months ended March
31, 1999 and 2000.
(b) PRO FORMA FINANCIAL INFORMATION
The following unaudited pro forma combined condensed financial
statements of the Registrant and PADS, along with their respective subsidiaries,
and the notes related thereto were previously reported in the Registration
Statement, and pursuant to General Instruction B.3 of Form 8-K no additional pro
forma financial statements are reported in this Current Report on Form 8-K:
(A) balance sheet as of April 1, 2000; and
(B) statements of operations for the three months ended April 1,
2000 and for the year ended January 1, 2000;
(c) EXHIBITS
The Exhibits filed as part of this Current Report on Form 8-K
are listed on the Exhibit Index immediately preceding such Exhibits, which
Exhibit Index is incorporated herein by reference. Documents listed on such
Exhibit Index, except for documents identified by footnotes, are being filed as
exhibits herewith. Documents identified by footnotes are not being filed
herewith and, pursuant to Rule 12b-32 under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), reference is made to such documents as
previously filed as exhibits filed with the Securities and Exchange Commission.
The Registrant's file number under the Exchange Act is 000-20923.
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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.
INNOVEDA, INC.
Date: October 6, 2000 By: /s/ KEVIN P. O'BRIEN
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KEVIN P. O'BRIEN
VICE PRESIDENT, FINANCE AND
CHIEF FINANCIAL OFFICER
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
2.1 (1) Agreement and Plan of Merger and Reorganization dated as
of June 2, 2000 among the Registrant, Innovative
Software, Inc., PADS Software, Inc. and Kyoden Company,
Ltd.
2.2 (1) Form of Voting and Transfer Restriction Agreement.
4.1 (2) Specimen stock certificate representing common stock,
$.01 par value per share, of the Registrant.
99.1 Press Release dated September 25, 2000.
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(1) Incorporated herein by reference to the Registrant's
Registration Statement on Form S-4 (Commission
File No. 333-42814), as amended.
(2) Incorporated herein by reference to the Registrant's
Current Report on Form 8-K dated March 23, 2000.
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