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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 27, 1996
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AVANT! CORPORATION
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(EXACT NAME OF REGISTRATION AS SPECIFIED IN CHARTER)
DELAWARE 0-25864 94-3133226
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(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF INCORPORATION FILE NUMBER) IDENTIFICATION NO.)
1208 EAST ARQUES, SUNNYVALE, CALIFORNIA 94086
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (408) 738-8881
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
Total pages: 6.
Exhibit Index on Page 4.
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ITEM 2. ACQUISITION OR DISTRIBUTION OF ASSETS.
On September 30, 1996, Avant! Corporation (the "Registrant") and
Anagram, Inc. ("Anagram") announced the completion of the previously announced
merger of the two companies. Shareholders of Anagram approved the merger with
consents duly adopted and approved in accordance with the California
Corporations' Code, respectively, on September 27, 1996.
Upon the closing of the merger, Anagram became a wholly owned
subsidiary of Avant! and each share of Anagram capital stock and each
security of Anagram exercisable for Anagram capital stock was converted into
the right to receive 0.502 shares of the Registrant's common stock, or an
aggregate of approximately 2,414,000 shares of Avant! common stock, with all
options to purchase shares of Anagram capital stock outstanding immediately
prior to the Anagram Closing being assumed by Avant! and converted into
options to purchase shares of Avant! common stock.
The additional information required by this Item was previously
reported in the Registrant's Joint Proxy Statement/Prospectus dated September
30, 1996.
ITEM 7. FINANCIAL STATEMENTS, 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
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99.1 Press release dated September 30, 1996, announcing the
consummation of the merger of Registrant and Anagram.
2
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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
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(Registrant)
Date: October 11, 1996 By: /s/ John P. Huyett
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John P. Huyett, Vice President of Finance
Chief Financial Officer and Principal
Accounting Officer
3
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AVANT! CORPORATION
EXHIBIT INDEX
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NUMBERED
EXHIBIT NO. DESCRIPTION PAGE NUMBER
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99.1 Press release dated September 30, 1996,
announcing the consummation of the merger
of Avant! Corporation and Anagram, Inc.
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EXHIBIT 99.1
( BW)(AVANT!/ANAGRAM)(AVNT) Avant! and Anagram Complete Merger
Business Editors
SUNNYVALE, Calif.--(BUSINESS WIRE)--Sept. 30, 1996--Avant! Corp.
(NASDAQ:AVNT), the leader in deep submicron ICDA technology, today announced the
completion of its merger with Anagram Inc., a privately held leading supplier of
easy-to-use, high-capacity circuit simulation and high-speed, high-accuracy
timing analysis software.
Gerald C. Hsu, chairman, president and chief executive officer of Avant!
Corp., said, "The combined products of Avant! and Anagram offer a fully
integrated ICDA methodology and environment to the multi-billion-dollar
semiconductor industry.
"The corporate cultures of Avant! and Anagram, with their focus on
customers, technology and people, are a perfect fit, and the integration of
people and technology is already complete. We look forward to continuing to meet
the needs of our customers with an enhanced deep submicron IC design flow and
methodology."
"Our mutual customers have already enjoyed the benefits of using
Anagram's analysis capabilities with Avant!'s advanced RC extraction," said Dr.
Andrew Yang, founder, chairman and chief technology officer of Anagram. "We will
continue to enhance the analysis technology and the design flow so that our
customers can meet their market windows with reliable high-performance chips."
Yang is now vice president of Avant!'s Analysis Product Division, and is
responsible for all circuit simulation and analysis product development.
As consideration for the merger, Avant! issued to Anagram security
holders an aggregate of approximately 2,414,000 shares and options to purchase
shares of Avant! common stock in exchange for all of the outstanding equity
securities of Anagram.
The merger will be accounted for as a pooling of interests. The closing
price of Avant! stock on Sept. 27, 1996 was $28 per share, giving the
transaction a value of $67.6 million. Third quarter financial results for the
combined company are expected to be announced on Oct. 17, 1996.
Avant! will continue to support all Anagram customers, including AMD,
Cirrus Logic, Fujitsu, Hyundai, LG Semicon, Matsushita, Micron, Mitsubishi,
Motorola, National, NEC, Oki, S3, Samsung, SGS-Thomson, Silicon Graphics, Sun
Microsystems, Toshiba, TSMC and UMC.
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Avant! Corp. develops, markets and support integrated circuit design
automation (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; telephone 408/738-8881; Web site:
www.avanticorp.com.
Except for any historical information presented herein, matters
presented in this press release are forward-looking statements that involve
risks and uncertainties.
The Company's future results could differ materially from that as
presented herein. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed from time to time in the
company's public reports filed with the Securities and Exchange Commission,
including those discussed in the company's report on Form 10-K for the year
ended Dec. 31, 1995, and including the risks discussed in the "Risk Factors"
section included in the company's Registration Statement on Form S-4 as declared
effective by the Securities and Exchange Commission on Sept. 30, 1996.
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CONTACT: Avant! Corp., Sunnyvale
Lois Dubois, 408/738-8881
email: [email protected]
