<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
Date of report (Date of earliest event reported): January 18, 1999
Discreet Logic Inc.
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(Exact name of Registrant as specified in its charter)
Quebec 0-26100 98-0150790
- -------------------------------- ---------- ------------------
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
10 Duke Street
Montreal, Quebec, Canada H3C 2l7
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(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code: (514) 393-1616
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<PAGE>
Item 5. Other Events.
On January 18, 1999, Discreet Logic Inc. ("Discreet") entered into
Amendment No. 2 (the "Amendment") to the Second Amended and Restated Agreement
and Plan of Acquisition and Amalgamation (as amended from time to time, the
"Amended Agreement") dated as of November 18, 1998 by and among Autodesk, Inc.
("Autodesk"), Autodesk Development, B.V., an indirect subsidiary of Autodesk,
9066-9771 Quebec Inc., a wholly-owned subsidiary of Autodesk Development, B.V.,
Autodesk Canada, Inc., an indirect subsidiary of Autodesk, 9066-9854 Quebec
Inc., an indirect subsidiary of Autodesk, and Discreet. The Amended Agreement
amended and restated the definitive acquisition agreement entered into by the
parties on August 20, 1998, as amended and restated on September 23, 1998,
pursuant to which Discreet is to become a wholly-owned subsidiary of Autodesk
(the "Transaction").
The Amendment, among other things, provides for Autodesk to issue 0.33
shares of its common stock for each outstanding common share of Discreet, which
reduces the previously announced exchange ratio of 0.48 and provides for the
extension of certain dates under the Amended Agreement.
The Transaction is expected to be accounted for as a pooling-of-interests
and is subject to several conditions as specified in the Amended Agreement,
including approval by the stockholders of Autodesk and shareholders of Discreet.
The Amendment is filed as Exhibit 2.1 to this Current Report on Form 8-K
and is incorporated herein by this reference. The information contained in the
joint press release of Autodesk and Discreet, dated January 19, 1999, attached
as Exhibit 99.1 to this Current Report on Form 8-K is also incorporated by
reference. The foregoing summary of the Amendment is qualified in its entirety
by reference to the Amendment.
On January 19, 1999, Discreet Logic issued a press release regarding
preliminary financial results for its second quarter of fiscal 1999. The press
release is filed as Exhibit 99.2 to this Current Report on Form 8-K, and the
information contained therein is incorporated herein by this reference.
<PAGE>
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit No. Description
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2.1 Amendment No. 2, dated January 18, 1999, to the Second Amended
and Restated Agreement and Plan of Acquisition and Amalgamation
dated as of November 18, 1998 by and among Autodesk, Inc.,
Autodesk Development, B.V., 9066-9771 Quebec Inc., Autodesk
Canada, Inc., 9066-9854 Quebec Inc. and Discreet Logic Inc.
99.1 Joint Press Release of Discreet Logic Inc. and Autodesk, Inc.
dated January 19, 1999.
99.2 Press Release of Discreet Logic Inc. dated January 19, 1999.
<PAGE>
SIGNATURES
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 hereunto duly authorized.
DISCREET LOGIC INC.
(Registrant)
Date: January 20, 1999 By: /s/ Francois Plamondon
----------------------
Francois Plamondon
Executive Vice President,
Chief Financial Officer,
Treasurer and Secretary
<PAGE>
EXHIBIT INDEX
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Exhibit No. Description
- ----------- -----------
2.1 Amendment No. 2, dated January 18, 1999, to the Second Amended
and Restated Agreement and Plan of Acquisition and Amalgamation
dated as of November 18, 1998 by and among Autodesk, Inc.,
Autodesk Development, B.V, 9066-9771 Quebec Inc., Autodesk
Canada, Inc., 9066-9854 Quebec Inc. and Discreet Logic Inc.
99.1 Joint Press Release of Discreet Logic Inc. and Autodesk, Inc.
dated January 19, 1999.
99.2 Press Release of Discreet Logic Inc. dated January 19, 1999.
<PAGE>
Exhibit 2.1
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED AGREEMENT AND
PLAN OF ACQUISITION AND AMALGAMATION
This Amendment No. 2 (the "Second Amendment") to the Second Amended and
Restated Agreement and Plan of Acquisition and Amalgamation by and among
Autodesk, Inc. ("Parent"), Autodesk Development B.V. ("Dutchco"), 9066-9771
Quebec Inc. ("Amalgamation Sub"), Autodesk Canada Inc. ("ACI"), 9066-9854 Quebec
Inc ("Giants Quebec") and Discreet Logic Inc (the "Company") dated as of
November 18, 1998 (the "Second Amended and Restated Agreement"), as amended by
the Amendment dated December 18, 1998 (the "First Amendment"), is entered into
by and among each of the parties to the Second Amended and Restated Agreement
effective as of January 18, 1999.
RECITALS
WHEREAS, Parent, Dutchco, Amalgamation Sub, ACI, Giants Quebec and the
Company entered into an Agreement and Plan of Acquisition and Arrangement dated
as of August 20, 1998, which was subsequently amended and restated in its
entirety by the parties in the Amended and Restated Agreement and Plan of
Acquisition and Amalgamation dated as of September 23, 1998, and again amended
and restated in its entirety in the Second Amended and Restated Agreement;
WHEREAS, the Second Amended and Restated Agreement provides, among other
things, that upon the terms and subject to the conditions thereof, immediately
following the amalgamation (the "Amalgamation") of Amalgamation Sub, Giants
Quebec (to which ACI will assign, prior to the Amalgamation, substantially all
its assets) and the Company, whereupon each outstanding Company Common Share
shall be converted into one Class B Share of the Continuing Corporation
resulting from the Amalgamation, the Class B Shares of the Continuing
Corporation automatically will be, based on the prior election of their holder,
either (i) redeemed by the Continuing Corporation for 0.48 exchangeable shares
in the share capital of the Continuing Corporation, subject to proration in
certain instances, or (ii) converted into units comprised of one Class E Share
and one Class F Share of the Continuing Corporation, which units will be
acquired by Dutchco in exchange for 0.48 shares of Parent Common Stock; and
WHEREAS, the parties now desire to amend the Exchange Ratio set forth in
the Second Amended and Restated Agreement, and to make certain representations
and warranties to each other as of the date hereof;
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:
<PAGE>
1. Exchange Ratio. The recitals to the Second Amended and Restated
--------------
Agreement are hereby amended such that all occurrences in the recitals of the
term "0.48" shall be replaced in each case with "0.33" and the term "Exchange
Ratio" shall be defined as 0.33.
2. Representations and Warranties of the Company. The Company hereby
---------------------------------------------
represents to each member of the Parent Group as of the date hereof, subject to
the Company Disclosure Schedule dated as of the date of the Original Agreement:
(a) Authority. The Company has all necessary corporate power and
authority to execute and deliver this Second Amendment and to perform its
obligations hereunder and to consummate the transactions contemplated hereby.
The execution and delivery of this Second Amendment by the Company and the
consummation by the Company of the transactions contemplated thereby have been
duly and validly authorized by all necessary corporate action and no other
corporate proceedings on the part of the Company are necessary to authorize this
Second Amendment or to consummate the Transactions, other than the approval and
adoption of the Second Amended and Restated Agreement, as amended, and
confirmation of by-law No. 1998-1 approving the Amalgamation by the holders of
at least sixty-six and two-thirds percent (66 2/3%) of the outstanding Company
Shares who are permitted to, and who, vote at the Company Shareholders' Meeting
in accordance with the Quebec Act. The Board of Directors of the Company has
determined that it is advisable and in the best interests of the Company's
shareholders for the Company to enter into a business combination with Parent
upon the terms and subject to the conditions of the Second Amended and Restated
Agreement, as amended, and to recommend that the shareholders of the Company
approve same. This Second Amendment has been duly and validly executed and
delivered by the Company, and assuming the due authorization, execution and
delivery hereof by each member of the Parent Group, constitutes a legal, valid
and binding obligation of the Company.
(b) No Conflict. The execution and delivery of this Second
Amendment by the Company does not, and the performance of the Company's
obligations under this Second Amendment will not, (i) conflict with or violate
the Articles of Incorporation or By-Laws or equivalent organizational documents
of the Company or any of its subsidiaries, (ii) conflict with or violate any
law, rule, regulation, order, judgment or decree applicable to the Company or
any of its subsidiaries or by which its or any of their respective properties is
bound or affected, or (iii) result in any breach of or constitute a default (or
an event that with notice or lapse of time or both would become a default), or
impair the Company's or any of its subsidiaries' rights or, to the Company's
knowledge, alter the rights or obligations of any third party under, or give to
others any rights of termination, amendment, acceleration or cancellation of any
Covered Agreement, or result in the creation of a lien or encumbrance on any of
the properties or assets of the Company or any of its subsidiaries pursuant to
any note, bond, mortgage, indenture, contract, agreement, lease, license,
permit, franchise or other instrument or obligation to which the Company or any
of its subsidiaries is a party or by which the Company or any of its
subsidiaries or its or any of their respective properties is bound or affected,
except in the case of (ii) and (iii) for any such conflicts, violations,
breaches, defaults, terminations, cancellations or accelerations which would not
have a Material Adverse Effect.
<PAGE>
(c) Required Filings. The execution and delivery of this Second
Amendment by the Company does not, and the performance of the transactions
contemplated hereby and by the Second Amended and Restated Agreement, as
amended, will not, require any consent, approval, authorization or permit of, or
filing with or notification to, any governmental or regulatory authority,
domestic or foreign, to be made or obtained by the Company, except (i) for
applicable requirements, if any, of the Securities Act, the Exchange Act, Blue
Sky Laws, the pre-merger notification requirements of the HSR Act, the QSA and
other relevant Canadian securities statutes, filing with Industry Canada under
the Investment Canada Act (Canada), filing under the Competition Act (Canada)
and the filing and recordation of appropriate documents as required by the
Quebec Act in connection with the Amalgamation and (ii) where the failure to
obtain such consents, approvals, authorizations or permits, or to make such
filings or notifications, would not prevent or materially delay consummation of
the Amalgamation, or otherwise prevent or materially delay the Company from
performing its obligations under this Second Amendment or the Second Amended and
Restated Agreement, as amended, or would not otherwise have a Material Adverse
Effect.
(d) Opinion of Financial Advisor. The Company has received an
oral opinion from its financial advisor, Volpe Brown Whelan & Company (to be
subsequently confirmed in writing), to the effect that, as of the date hereof,
the consideration to be received by the shareholders of the Company pursuant to
the Second Amendment and the Second Amended and Restated Agreement, as amended,
is fair to such shareholders from a financial point of view.
3. Representations and Warranties of the Parent Group. Each member
--------------------------------------------------
of the Parent Group hereby represents to the Company as of the date hereof,
subject to the Parent Disclosure Schedule dated as of the date of the Original
Agreement:
(a) Authority. Each member of the Parent Group has all necessary
corporate power and authority to execute and deliver this Second Amendment and
to perform its obligations hereunder and to consummate the transactions
contemplated hereby. The execution and delivery of this Second Amendment by
each member of the Parent Group and the consummation by each member of the
Parent Group of the transactions contemplated hereby have been duly and validly
authorized by all necessary corporate action on the part of each member of the
Parent Group, and no other corporate proceedings on the part of any such member
are necessary to authorize this Agreement or to consummate the Transactions
(other than the approval of the Parent Stock Issuance and/or the adoption of the
Second Amendment and Restated Agreement, as amended, and the transactions
contemplated thereby by the requisite vote of the stockholders of Parent, to the
extent necessary). The Boards of Directors of Parent and Dutchco have
determined that it is advisable and in the best interest of Parent's
stockholders and Dutchco's stockholder for Parent and Dutchco to enter into a
business combination with the Company upon the terms and subject to the
conditions of the Second Amended and Restated Agreement, as amended (including
by this Second Amendment) and to recommend that the stockholders of Parent
approve same. This Second Amendment has been duly and validly executed and
delivered by each member of the Parent Group and, assuming the due
authorization, execution and delivery by the Company, constitutes a legal, valid
and binding obligation of each member of the Parent Group.
<PAGE>
(b) No Conflict. The execution and delivery of this Second
Amendment by each member of the Parent Group do not, and the performance of the
Company's obligations under this Second Amendment by each member of the Parent
Group will not, (i) conflict with or violate the Certificate of Incorporation or
By-Laws (or similar charter documents, as the case may be) of any member of the
Parent Group, (ii) conflict with or violate any law, rule, regulation, order,
judgment or decree applicable to Parent or any of its subsidiaries or by which
its or their respective properties are bound or affected, or (iii) result in any
breach of or constitute a default (or an event which with notice or lapse of
time or both would become a default) under, or impair Parent's or any of its
subsidiaries' rights or alter the rights or obligations of any third party
under, or to the knowledge of Parent, give to others any rights of termination,
amendment, acceleration or cancellation of, any material contract or result in
the creation of a lien or encumbrance on any of the properties or assets of
Parent or any of its subsidiaries pursuant to any material note, bond, mortgage,
indenture, contract, agreement, lease, license, permit, franchise or other
instrument or obligation to which Parent or any of its subsidiaries is a party
or by which Parent or any of its subsidiaries or its or any of their respective
properties are bound or affected, except in the case of (ii) and (iii) for any
such breaches, defaults or other occurrences that would not have a Material
Adverse Effect.
(c) Required Filings. The execution and delivery of this Second
Amendment by each member of the Parent Group does not, and the performance of
the transactions contemplated hereby and by the Second Amended and Restated
Agreement, as amended will not, require any material consent, approval,
authorization or permit of, or filing with or notification to, any governmental
or regulatory authority, domestic or foreign, except (i) for applicable
requirements, if any, of the Securities Act, the Exchange Act, the Blue Sky
Laws, the pre-merger notification requirements of the HSR Act, relevant Canadian
securities statutes, filing with Industry Canada under the Investment Canada Act
(Canada), filing under the Competition Act (Canada) and the filing and
recordation of appropriate merger or other documents as required by the Quebec
Act and (ii) where the failure to obtain such consents, approvals,
authorizations or permits, or to make such filings or notifications, would not
prevent or materially delay consummation of the Amalgamation, or otherwise
prevent any member of the Parent Group from performing its respective
obligations under this Second Amendment, or the Second Amended and Restated
Agreement, as amended, and would not have a Material Adverse Effect.
(d) Board Approval. The Board of Directors of Parent has, as of
the date of this Second Amendment, determined to recommend that the stockholders
of Parent approve the Parent Stock Issuance.
4. Termination. Article VII of the Second Amended and Restated Agreement
-----------
is hereby amended as follows:
(a) Section 7.3(b)(i)(C) shall be amended such that the reference
to "February 23, 1999" shall be replaced with a reference to "March 23, 1999".
(b) Section 7.3(c)(ii) shall be amended such that the reference
to "February 23, 1999" shall be replaced with a reference to "March 23, 1999".
<PAGE>
5. General.
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(a) All other terms and conditions of the Second Amended and
Restated Agreement, as amended by the First Amendment, including without
limitation the representations, warranties, covenants and agreements of the
respective parties, shall remain in full force and effect without other or
further amendment or modification, fully applying to the Second Amended and
Restated Agreement as amended by the First Amendment and this Second Amendment.
(b) Each capitalized term used in this Second Amendment but not
defined herein shall have the meaning ascribed to it in the Second Amended and
Restated Agreement. All section references in this Agreement are to the Second
Amended and Restated Agreement.
(c) This Second Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which, when
taken together, shall constitute one and the same instrument.
[Remainder of Page Intentionally Left Blank]
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective duly authorized officers as of the date first
above written.
"Parent"
Autodesk, Inc.
By: /s/ CAROL A. BARTZ
-----------------------
Carol A. Bartz
Chief Executive Officer
"Dutchco"
Autodesk Development B.V.
By: /s/ MICHAEL E. SUTTON
---------------------
Michael E. Sutton
Directeur
"Amalgamation Sub"
9066-9771 Quebec Inc.
By: /s/ MARCIA K. STERLING
----------------------
Marcia K. Sterling
Secretary
"ACI"
Autodesk Canada Inc.
By: /s/ CAROL A. BARTZ
------------------
Carol A. Bartz
President
<PAGE>
"Giants Quebec"
9066-9854 Quebec Inc.
By: /s/ MARCIA K. STERLING
----------------------
Marcia K. Sterling
Secretary
"Company"
Discreet Logic Inc.
By: /s/ FRANCOIS PLAMONDON
----------------------
Francois Plamondon
Executive Vice President and
Chief Financial Officer
<PAGE>
Exhibit 99.1
Press Release
AUTODESK AND DISCREET ANNOUNCE AMENDED ACQUISITION TERMS
SAN RAFAEL, Calif., and MONTREAL, Jan. 19 /PRNewswire/ -- Autodesk, Inc.
(Nasdaq: ADSK) and Discreet Logic Inc. (Nasdaq: DSLGF) today announced that the
two companies have amended the definitive agreement entered into in August 1998
that provides for the acquisition of Discreet Logic by Autodesk. Under the
amended agreement, Autodesk will issue 0.33 shares of common stock for each
outstanding share of Discreet Logic stock, which reduces the previously
announced exchange ratio of 0.48. Today, in a related press release, Discreet
announced preliminary results for the quarter ended December 31, 1998. The
acquisition is intended to be accounted for as a pooling-of-interests and is
subject to several conditions, including the approval of the shareholders of
both companies. The transaction is expected to close in early March.
In connection with review by the Securities and Exchange Commission (SEC) of the
proxy materials related to the proposed acquisition, Autodesk and Discreet today
also announced that they are in the process of responding to recent guidance
from the SEC to public accounting firms to revise current methods regarding in-
process research and development charges. Based on the recent guidelines,
Autodesk and Discreet anticipate reducing the in-process charges related to
certain acquisitions. Although the final outcome of applying the new guidelines
has not yet been determined, the reduction to in- process charges will result in
a corresponding increase in both the amount of intangibles as well as quarterly
amortization expenses associated with the acquisitions. Any such adjustments
would be non-cash charges and would not affect Autodesk's or Discreet's cash or
liquidity position.
Any forward looking statements in this release are necessarily subject to
uncertainties based on various factors, including: the ultimate resolution of
the in-process research and development matter with the Securities and Exchange
Commission; the resolution by the company on all comments made by the Securities
and Exchange commission related to the review of the company's form S-4
registration statement; whether any anticipated benefits of the merger will be
realized; whether the closing conditions to the acquisition of Discreet will be
satisfied and the acquisition consummated; the transaction being accounted for
as a pooling-of-interests; the ability to successfully manage the integration of
the two companies; business conditions in the worldwide digital imagery market;
and the product release cycles and competitive conditions in the markets in
which Autodesk and Discreet conduct business. Further information on potential
factors which could affect the financial results of Autodesk and Discreet are
included in Autodesk's Report on Form 10-Q for its third fiscal quarter ended
October 31, 1998 and Discreet's Reports on Form 10-K for its fiscal year ended
June 30, 1998 and on Form 10-Q for its first fiscal quarter ended September 30,
1998, each of which are on file with the Securities and Exchange Commission.
About Autodesk, Inc.
<PAGE>
Autodesk is the world's leading supplier of PC design software. The company's 2D
and 3D products are used in many industries, including architectural and
mechanical design, mapping, managing spatial data, film and video production,
video game development and Web content development.
The fourth largest PC software company in the world, Autodesk has over three
million customers in more than 150 countries. For more information, please sign
onto its web page at www.autodesk.com. Autodesk shares are traded on the Nasdaq
national market under the symbol ADSK. About Discreet Logic Inc.
Discreet Logic, named as Canada's third fastest-growing company by PROFIT
magazine, develops advanced systems and new media software used in the creation
of digital imagery and serves three key markets: visual effects, editing and
production.
Discreet products are used to develop imagery for video, broadcast, HDTV, the
web, new media and feature films, including 1998 summer blockbuster
"ARMAGEDDON," and Visual Effect Academy Award winners "Titanic" and
"Independence Day." For further information, visit Discreet's website at
www.discreet.com or e-mail [email protected].
Discreet Logic is the registered trademark of Discreet Logic Inc. Autodesk and
the Autodesk logo are registered trademarks of Autodesk, Inc. All other brand
names, product names or trademarks are referenced solely for the purposes of
identification and belong to their respective holders.
/CONTACT: Christine Tsingos, Vice President and Treasurer, Autodesk, 415-507-
6704; or Tim Getz, Vice President, Business Development, Discreet, 514-954-7288/
<PAGE>
Exhibit 99.2
Press Release
DISCREET LOGIC ANNOUNCES PRELIMINARY SECOND QUARTER FISCAL 1999 RESULTS;
ANNOUNCES NEW SALES AND MARKETING EXECUTIVE
MONTREAL, Jan. 19 /PRNewswire/ -- Discreet Logic Inc. (Nasdaq: DSLGF) today
announced that based on preliminary review of the Company's results for the
quarter ended December 31, 1998, revenues are expected to be between $27.0
million to $29.0 million, and per share results are expected to be in the range
of a loss of $0.01 to earnings of $0.01. Discreet expects to report actual
results for the second quarter on January 28th, 1999. In a related announcement,
Discreet and Autodesk jointly announced an amendment to their acquisition
agreement, revising the exchange ratio from 0.48 to 0.33 and additionally
announced that they anticipate reducing the in-process research and development
charges related to certain acquisitions based upon recent guidance from the
Securities and Exchange Commission. This adjustment would affect the Company's
previously reported financial results for fiscal 1997 and 1998, and the six
month ended December 31, 1998.
Richard Szalwinski, President and Chief Executive Officer at Discreet,
commented: "We are disappointed with our anticipated financial results for the
second fiscal quarter. We believe the principal factors impacting the second
quarter performance were: continued effects from the lack of a sales and
marketing senior executive during the quarter combined with several field
vacancies; continued slower than expected sales in Europe and slower than
expected sales in Asia due in part to the Company's sales personnel issues noted
above in these geographic areas as well as market conditions in these regions
which have affected customer capital expenditures; and a greater number of
turnkey systems sales through the indirect channel which caused a negative
effect on margins".
Szalwinski continued, "As our international revenues are typically higher in
gross margins than North American revenues, the shortfall in European and Asian
revenues also had a negative impact on margins. In addition, we continue to
concentrate heavily on building our advanced systems indirect channel and as a
result, passed a number of turnkey systems through our newer dealers. Although
we experienced a doubling of unit sales through the indirect channel from the
first fiscal quarter to the second, it had a negative impact on gross margins."
Discreet also announced that Mirko Wicha is joining Discreet's executive team as
Senior Vice President, Sales and Marketing. Wicha brings considerable industry
experience to Discreet from his tenure at Alias/Wavefront, the 2D and 3D
graphics software subsidiary of Silicon Graphics Inc. Wicha was most recently
General Manager of Worldwide Field Operations at Alias/Wavefront, responsible
for worldwide sales and customer services. His broad experience includes the
successful integration of the sales and services organizations during the
Silicon Graphics, Alias Research, Wavefront Technologies merger.
<PAGE>
Szalwinski concluded: "I am also very pleased to have Mirko on-board, a proven
manager with a track record of delivering revenue growth. The Company has been
suffering from the vacancy in this position as well as with other regional
vacancies that we continue to have in the sales field. Mirko's goal will be to
fill these positions rapidly and provide much needed leadership and focus to the
field organization. I remain confident that we are taking the right steps to
return to revenue and profitability growth." About Discreet Logic
Discreet Logic, named Canada's third fastest growing company by PROFIT Magazine,
develops advanced systems and new media software used in the creation of digital
moving pictures. Discreet's visual effects, editing and production products are
used to develop imagery for video, broadcast, HDTV, the web, new media and
feature films, including the 1998 Visual Effects Academy Award winners "Titanic"
and "Independence Day."
The matters discussed in this news release include forward-looking statements
that involve risks and uncertainties. Actual results may vary significantly
based on a number of factors, including the accuracy of management's estimates
of revenues and earnings per share for the quarter ended December 31, 1998, the
ultimate outcome of the in-process research and development reduction based upon
Securities and Exchange Commission guidance, the resolution of all comments made
by the Securities and Exchange Commission related to the Company's proxy
materials, obtaining approval of the proposed transaction by the shareholders of
both Autodesk and Discreet, the potential impact on Discreet's business outlook
and its future operating results of the factors identified as having affected
anticipated operating results for the quarter ended December 31, 1998, timely
development and acceptance of new products, the impact of competitive products
and pricing, the timely development and release of products by strategic
suppliers, the timely completion of the previously announced merger with
Autodesk, and other factors described under "Certain Factors That May Affect
Future Results" in the company's Annual Report on Form 10-K for 1998, filed with
the SEC.
/CONTACT: Media - Emma Shield, 514-954-7151, or Investors - Tim Getz, 514-393-
1616, both of Discreet Logic Inc./
