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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): March 23, 2000
INNOVEDA, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-20923 93-1137888
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(Commission File Number) (IRS Employer Identification No.)
293 Boston Post Road West, Marlboro, Massachusetts 01752
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(Address of principal executive offices) (Zip Code)
(508) 480-0881
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Registrant's Telephone Number, Including Area Code
Summit Design, Inc., 9305 S.W. Gemini Drive, Beaverton, Oregon 97008
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(Former Name or Address, if Changed Since Last Report)
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PRELIMINARY NOTE
On March 23, 2000 a change in control of the Registrant occurred at the
effective time (the "Effective Time") of the merger contemplated by that certain
Agreement and Plan of Reorganization dated as of September 16, 2000 (the
"Reorganization Agreement") by and among the Registrant, Hood Acquisition Corp.,
a Delaware corporation and a wholly owned subsidiary of the Registrant ("Merger
Sub"), and Viewlogic Systems, Inc., a Delaware corporation ("Viewlogic"). At the
Effective Time, Merger Sub merged with and into Viewlogic with Viewlogic
surviving as a wholly owned subsidiary of the Registrant (the "Merger"). In
connection with the Merger, the Registrant changed its name to Innoveda, Inc.
The Merger occurred following (i) the approval and adoption by the
stockholders of Viewlogic at a special meeting of such stockholders on March 20,
2000 of the Reorganization Agreement and the transactions contemplated thereby,
including the Merger, (ii) the approval by the stockholders of the Registrant at
a special meeting of such stockholders on March 20, 2000 of the issuance of
Common Stock (as defined herein) in connection with the Merger and amendments to
the Registrant's Amended and Restated Certificate of Incorporation to both
increase the number of shares of Common Stock authorized for issuance by the
Registrant by 20.0 million shares to 50.0 million shares and to change the
Registrant's name to Innoveda, Inc. and (iii) the satisfaction of certain other
closing conditions.
Pursuant to the terms of the Reorganization Agreement, at the Effective
Time, the shares of capital stock of Viewlogic issued and outstanding
immediately prior to the Effective Time were automatically converted into the
right to receive (i) shares of the Registrant's common stock, $0.01 par value
per share (the "Common Stock"), based upon an exchange ratio of 0.67928 of a
share of Common Stock for each share of Viewlogic's capital stock (the "Exchange
Ratio"), plus (ii) cash in lieu of any fractional shares of Common Stock, based
on the then-fair market value of the Common Stock. In addition, at the Effective
Time all options to purchase Viewlogic's capital stock then outstanding under
Viewlogic's stock plans were assumed by the Registrant with appropriate
adjustments, based upon the Exchange Ratio, to both the exercise price thereof
and the number of shares for which such options are exercisable. The terms of
the Reorganization Agreement were the result of arm's-length negotiations among
the parties thereto.
As a result of the above-described conversion of Viewlogic's
then-outstanding capital stock at the Effective Time, the former holders of
Viewlogic's capital stock now hold approximately 51% of the shares of Common
Stock. Additional information relating to (i) the stockholders of both Viewlogic
and the Registrant, (ii) the respective beneficial ownership of Common Stock of
certain of such stockholders, (iii) the management, including directors and
executive officers of the Registrant as of the Effective Time and (iv) the
Reorganization Agreement and the transactions contemplated thereby, including
the Merger, were all previously reported in the Registrant's Registration
Statement on Form S-4 (Commission File No. 333-89491) (the "Registration
Statement") and pursuant to General Instruction B. 3 of Form 8-K are not
additionally reported herein.
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The Merger is intended to be a reorganization within the meaning of
Section 386 of the Internal Revenue Code of 1986, as amended, and to be
accounted for as a purchase. The Merger is being accounted for under the
purchase method of accounting. As the former stockholders of Viewlogic now
hold a controlling interest in the Registrant, for accounting purposes, the
acquisition is a "reverse acquisition" and Viewlogic is the "accounting
acquirer". As Viewlogic was the accounting acquirer, its accounts being
recorded at historical cost and the assets and liabilities of the Registrant
being recorded at their estimated fair value as of the closing date.
Viewlogic offers productivity enhancing software and services for the
electronic design automation market. The Registrant currently intends to
continue to use the tangible assets of Viewlogic constituting plant, equipment
or other physical property substantially in the same manner in which they were
used by Viewlogic immediately prior to the Merger.
Additional information relating to the Reorganization Agreement and the
transactions contemplated thereby, including the Merger, is included in the
Registrant's Registration Statement.
This Current Report on Form 8-K contains forward-looking statements
which reflect the Registrant's current judgment on certain issues, including the
tax and accounting effects of the Merger and the Registrant's use of the assets
and businesses acquired by it in the Merger. 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 Viewlogic with its businesses, the
volatility of Innoveda's quarterly results and the impact of financial charges
related to the business combination of Viewlogic and the Registrant, the intense
competition the Registrant faces, the Registrant's ability to develop new
products, and the other risks described in the Registration Statement and in the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
1999, on file with the Securities and Exchange Commission, which factors are
incorporated herein by reference.
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
The disclosure required by Item 1 of Form 8-K is set forth in the
Preliminary Note to this Current Report on Form 8-K.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
The disclosure required by Item 2 of Form 8-K is set forth in the
Preliminary Note to this Current Report on Form 8-K.
ITEM 5. OTHER INFORMATION.
The Registrant is reporting herein the following financial information
of Viewlogic for each of the three month periods ending April 3, 1999, July 3,
1999 and October 2, 1999. The following information should be read together
with the consolidated audited financial statements of Viewlogic Systems, Inc.
and subsidiaries for the year ended January 1, 2000, which financial
statements the Registrant will file under Item 7 hereof not later than 60
days after this Current Report on Form 8-K is due by an amendment hereto.
STATEMENTS OF REVENUES AND EXPENSES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED JANUARY 1, 2000
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<CAPTION>
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Three Months Ended,
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April 3, July 3, October 2, January 1,
1999 1999 1999 2000
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<S> <C> <C> <C> <C>
REVENUE:
Software $ 6,534 $ 6,565 $ 6,008 $ 4,746
Services and other 7,450 6,683 7,577 7,936
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Total revenue 13,984 13,248 13,585 12,682
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COSTS AND EXPENSES:
Cost of software 1,366 1,371 1,766 1,483
Cost of services 1,549 1,608 1,514 1,716
Selling and marketing 5,578 5,651 5,334 5,916
Research and development 2,690 2,788 2,902 2,942
General and administrative 994 1,025 996 927
Amortization of intangibles 30 90 234 316
Amortization of stock compensation 122 123 139 147
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Total operating expenses 12,329 12,656 12,885 13,447
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INCOME (LOSS ) FROM OPERATIONS 1,655 592 700 (765)
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OTHER INCOME (EXPENSE):
Interest income 56 7 24 14
Interest expense (351) (304) (326) (358)
Other, net, principally foreign
exchange losses (45) 11 (244) (126)
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Other income (expense), net (340) (286) (546) (470)
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INCOME (LOSS) BEFORE INCOME TAXES 1,315 306 154 (1,235)
PROVISION (BENEFIT) FOR INCOME TAXES 575 171 (38) (427)
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NET INCOME (LOSS) $ 740 $ 135 $ 192 $ (808)
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The Registrant has not included the financial statements of the
business acquired, as described in Item 2 of this Current Report on Form 8-K,
and will file such financial statements not later than 60 days after this
Current Report on Form 8-K is due by an amendment hereto.
(b) PRO FORMA FINANCIAL INFORMATION.
The Registrant has not included the pro forma financial information for
the transaction described in Item 2 of this Current Report on Form 8-K and will
file such pro forma financial information not later than 60 days after this
Current Report on Form 8-K is due by an amendment hereto.
(c) Exhibits.
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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.
ITEM 8. CHANGE IN FISCAL YEAR.
Prior to the Effective Time, the Registrant had a fiscal year ending
on December 31 of each year and Viewlogic had a fiscal year ending on the
Saturday closest to December 31 of each year (E.G. Viewlogic's 1999 fiscal
year ended on January 1, 2000, the Saturday closest to December 31, 1999).
Due to the treatment of the transactions described in the Preliminary Note to
this Current Report on Form 8-K as a "reverse acquisition" with viewlogic as
the "accounting acquirer", at the Effective Time Viewlogic's financial
statements fiscal year became the fiscal year of the Registrant.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
INNOVEDA, INC.
Date: April 7, 2000 By: /s/ Kevin P. O'Brien
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Name: Kevin P. O'Brien
Title: Vice President, Finance and
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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2.1(1) Agreement and Plan of Reorganization by and among the
Registrant, Hood Acquisition Corp. and Viewlogic Systems, Inc.
2.2(1) Form of Viewlogic Systems, Inc. Voting Agreement.
3.1 First Amendment to Amended and Restated Certificate of
Incorporation of the Registrant.
4.1 Specimen certificate for shares of Common Stock, $0.01 par
value per share, of the Registrant.
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(1) Incorporated herein by reference to the Registrant's Registration Statement
on Form S-4 (Commission File No. 333-89491).
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EXHIBIT 3.1
FIRST AMENDMENT TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SUMMIT DESIGN, INC.
Summit Design, Inc. (the "CORPORATION"), a corporation organized and
existing under the General Corporation Law of the State of Delaware (the
"GENERAL CORPORATION LAW"), does hereby certify:
FIRST: That the name of the Corporation is Summit Design, Inc. The
original Certificate of Incorporation was filed with the Secretary of State of
the State of Delaware on December 29, 1993
SECOND: That this First Amendment to Amended and Restated Certificate
of Incorporation amends the Corporation's Certificate of Incorporation and has
been adopted and approved in accordance with Section 242 of the General
Corporation Law. Stockholder approval of this First Amendment to Amended and
Restated Certificate of Incorporation was obtained at a Special Meeting of
Stockholders on March 20, 2000.
THIRD: That the first article of the Certificate of Incorporation, as
heretofore amended, is hereby amended as follows:
"FIRST. The name of the corporation is Innoveda, Inc."
FOURTH: That the first paragraph of the fourth article of the
Certificate of Incorporation, as heretofore amended, is hereby amended as
follows:
"FOURTH. The corporation is authorized to issue two classes of stock to
be designated respectively, "Common Stock" and "Preferred Stock". The total
number of shares that the corporation is authorized to issue is Fifty-Five
Million (55,000,000) shares, consisting of Fifty Million (50,000,000) shares of
Common Stock, par value $0.01 per share, and Five Million (5,000,000) shares of
Preferred Stock, par value $0.01 per share."
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IN WITNESS WHEREOF, the undersigned has executed this First Amendment
to Amended and Restated Certificate of Incorporation on March 23, 2000.
Summit Design, Inc.
By: /s/ WILLIAM V. BOTTS
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William V. Botts
President and Chief Executive Officer
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EXHIBIT 4.1
NUMBER [Logo of Innoveda, Inc.] SHARES
[INOV ] [ ]
INNOVEDA, INC.
THIS CERTIFICATE IS TRANSFERABLE CUSIP 45769F 10 2
IN BOSTON, MA OR NEW YORK, NY
INCORPORATED UNDER THE LAWS OF
THE STATE OF DELAWARE
SEE REVERSE FOR
CERTAIN DEFINITIONS
AND A STATEMENT
OF RIGHTS AND
RESTRICTIONS ON
SHARES
THIS CERTIFIES THAT
IS THE OWNER OF
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, $0.01 PAR VALUE, OF
INNOVEDA, INC. TRANSFERABLE ON THE BOOKS OF THE CORPORATION BY THE HOLDER HEREOF
IN PERSON OR BY DULY AUTHORIZED ATTORNEY UPON SURRENDER OF THIS CERTIFICATE
PROPERLY ENDORSED OR ASSIGNED. THIS CERTIFICATE AND THE SHARES REPRESENTED
HEREBY ARE ISSUED AND HELD SUBJECT TO THE LAWS OF THE STATE OF DELAWARE AND TO
THE PROVISIONS OF THE CERTIFICATE OF INCORPORATION AND THE BY-LAWS OF THE
CORPORATION, ALL AS FROM TIME TO TIME AMENDED, TO WHICH THE HOLDER HEREOF
ASSENTS. THIS CERTIFICATE IS NOT VALID UNTIL COUNTERSIGNED BY THE TRANSFER AGENT
AND REGISTERED BY THE REGISTRAR.
IN WITNESS WHEREOF, INNOVEDA, INC. HAS CAUSED ITS FACSIMILE CORPORATE
SEAL AND THE FACSIMILE SIGNATURES OF ITS DULY AUTHORIZED OFFICERS TO BE HEREUNTO
AFFIXED.
DATED:
[SEAL OF Innoveda, Inc.]
/s/ Kevin P. O'Brien /s/ William J. Herman
TREASURER PRESIDENT
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COUNTERSIGNED AND REGISTERED:
FLEET NATIONAL BANK
TRANSFER AGENT
AND REGISTRAR
BY
AUTHORIZED SIGNATURE
INNOVEDA, INC.
The Corporation is authorized to issue more than one class or series of stock.
The Corporation will furnish without charge to each stockholder upon written
request a copy of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.
The following abbreviations, when used in the inscription on the face
of this Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT-____Custodian_____
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with right under Uniform Gifts
of survivorship to Minors
and not as tenants in common Act_________________
COM PROP - as community property (State)
UNIF TRF MIN ACT-_______
Custodian (until age ___)
_______ under Uniform Transfers
(Minor)
to Minors Act ___________________
(State)
Additional abbreviations may also be used though not in
the above list.
FOR VALUE RECEIVED ________________________ HEREBY SELL, ASSIGN AND TRANSFER
UNTO
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE
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OF THE COMMON STOCK REPRESENTED BY THE WITHIN CERTIFICATE, AND DO HEREBY
IRREVOCABLY CONSTITUTE AND APPOINT
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TO TRANSFER THE SAID STOCK ON THE BOOKS OF THE WITHIN-NAMED CORPORATION WITH
FULL POWER OF SUBSTITUTION IN THE PREMISES.
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DATED: _____________________
X_______________________________________
X_______________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS WRITTEN
UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranted:
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THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.
