<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) OCTOBER 29, 1996
--------------------------------
AVANT! CORPORATION
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
Delaware 0-25864 94-3133226
- --------------------------------------------------------------------------------
(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
1208 East Arques Avenue, Sunnyvale, California 94086
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
Registrant's telephone number, including area code (408) 738-8881
--------------------
- --------------------------------------------------------------------------------
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT.)
Total pages: 6
Exhibit Index on Page 4
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 29, 1996, Avant! Corporation (the "Registrant") and
Meta-Software, Inc. ("Meta") announced the completion of their previously
announced merger of the two companies. Stockholders of both companies approved
the merger at the companies' respective special stockholder meetings convened on
October 29, 1996. The businesses of both the Registrant and Meta will now be
operated under the name "Avant! Corporation."
In the merger, each outstanding share of Meta common stock was
converted into the right to receive 0.438 of a share of the Registrant's common
stock. The common stock of Meta ceased to be traded on the Nasdaq National
Market after the close of trading on October 30, 1996.
The additional information required by this Item was previously
reported in the Registrant's Joint Proxy Statement/Prospectus dated September
30, 1996.
ITEM 5. OTHER EVENTS.
Effective upon consummation of the merger, Shawn M. Hailey, President
and Chief Executive Officer of Meta, was appointed to the Registrant's Board of
Directors. Y. Eric Cho, Tench Coxe and Gerald C. Hsu, members of the Board of
Directors of the Registrant at the time of the merger, will continue to serve on
the Board of Directors of the Registrant. Robert C. Kagle, a member of the
Board of Directors of the Registrant at the time of the Merger, resigned upon
consummation of the merger. Mr. Hsu will continue to serve as Chairman,
President and Chief Executive Officer of the Registrant.
ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The information required by this Item was previously reported in the
Registrant's Joint Proxy Statement/Prospectus dated September 30, 1996.
(b) PRO FORMA FINANCIAL INFORMATION.
The information required by this Item was previously reported in the
Registrant's Joint Proxy Statement/Prospectus dated September 30, 1996.
(c) EXHIBITS.
Exhibit No. Description
- ----------- -----------
99.1 Press release dated October 29, 1996, announcing the
effectiveness of the merger of Registrant and Meta.
2
<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.
AVANT! CORPORATION
------------------
(Registrant)
By: /s/ GERALD C. HSU
-------------------------------------
Gerald C. Hsu
President and Chief Executive Officer
Date: October 29, 1996
3
<PAGE>
AVANT! CORPORATION
EXHIBIT INDEX
SEQUENTIALLY
NUMBERED
EXHIBIT NO. DESCRIPTION PAGE NUMBER
- ---------- ----------- ------------
99.1 Press release dated October 29, 1996, announcing
the effectiveness of the merger of Avant!
Corporation and Meta-Software, Inc.
<PAGE>
EXHIBIT 99.1
AVANT! AND META-SOFTWARE COMPLETE MERGER
October 29, 1996, 8:24 PM EST
SUNNYVALE, Calif. - (BUSINESS WIRE) - Oct. 29, 1996--Avant! Corporation
(NASDAQ:AVNT), the leader in deep submicron integrated circuit design automation
(ICDA) technology, today announced the completion of its merger with
Meta-Software, Inc. (NASDAQ:MESW), a supplier of high-accuracy circuit
simulation, process modeling and library model generation software tools.
The merger was approved today by the shareholders of each company at their
respective Special Meetings of Shareholders.
Gerald C. Hsu, chairman, president, and CEO of Avant! Corporation, said, "With
the combined products of Avant! and Meta-Software, we have established our
leadership in circuit simulation, physical design, parasitic extraction, power
and noise analysis, and physical verification for deep submicron designs.
"The integration of people and technologies has started smoothly and quickly.
We will maintain our momentum by focusing on customers, technology, and people
to continue to bring real value to the semiconductor industry."
"Avant!'s advanced ICDA tools plus Meta's expertise in circuit simulation,
silicon characterization, circuit modeling, and library characterization
capabilities, completes the link between the design tools and real silicon
behavior which is critical for deep submicron designs" said Shawn Hailey,
President and CEO of Meta-Software.
In connection with the closing of the merger, Robert C. Kagle resigned from the
board of directors of Avant! and Shawn Hailey was appointed to the board of
directors of Avant!.
As consideration for the merger, Avant! issued to Meta-Software security holders
an aggregate of approximately 5,079,365 shares and options to purchase Avant!
common stock in exchange for all the outstanding shares and options of
Meta-Software.
Avant! will issue approximately 0.438 shares of Avant! common stock for each
share of Meta-Software common stock outstanding. The merger transaction will be
accounted for as a pooling of interests. Third quarter financial results for
each of the companies were previously announced on October 17, 1996.
Avant! will continue to support all Meta-Software customers, including but not
limited to AMD, Cirrus Logic, Fujitsu, Hyundai, LG Semicon, LSI Logic,
Matsushita, Micron, Mitsubishi, Motorola, National, NEC, Oki, Philips, S3,
Samsung, SGS-Thomson, Silicon Graphics, Siemens, Sun Microsystems, Texas
Instruments, Toshiba, TSMC and UMC.
ABOUT AVANT!
Avant! Corporation develops, markets, and supports ICDA software for deep
submicron ICs, microprocessors, microcontrollers, application-specific standard
products (ASSPs) and complex application-specific integrated circuits (ASICs).
Company headquarters are in Sunnyvale, Calif., telephone 408/738-8881.
Additional information about Avant! Corporation and Meta-Software, Inc. is
available at Avant!'s web-site at: www.avanticorp.com.
<PAGE>
This press release contains certain forward-looking statements, including
without limitation statements relating to the business, prospects and results of
operations of the combined company intended to be formed by the
Avant!-Meta-Software merger.
These forward-looking statements involve risks and uncertainties including
without limitation that the combined company will not successfully integrate
products, technologies and personnel; that product overlap may occur; that
litigation and other contingencies may adversely affect the combined company;
and other risks and uncertainties indicated from time to time in Avant!'s and
Meta-Software's filings with the Securities and Exchange Commission.
