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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): January 16, 1998
AVANT! CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-25864 94-3133226
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
46871 Bayside Parkway, Fremont, California 94538
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (510) 413-8000
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 16, 1998, Avant! Corporation, a Delaware corporation
("Avant!"), acquired Technology Modeling Associates, Inc., a California
corporation ("TMA"), by the statutory merger (the "Merger") of a wholly-owned
subsidiary of Avant!, Cardinal Merger Corporation, a California corporation
("Merger Sub"), with and into TMA. The Merger was accomplished pursuant to the
Agreement and Plan of Reorganization dated September 7, 1997, among Avant!,
Merger Sub and TMA (the "Plan of Reorganization"). The Merger occurred
following the approval of the Plan of Reorganization by the shareholders of
TMA, and the approval of the issuance of Avant! Common Stock in connection with
the Merger by the stockholders of Avant!, at stockholders' meetings held on
January 15, 1998, and the satisfaction of certain other closing conditions.
As a result of the Merger, Avant! became the owner of all of the
issued and outstanding shares of TMA Common Stock, and each outstanding share
TMA Common Stock was converted into the right to receive 0.662045 of a share
of Avant!'s Common Stock. A total of approximately 5,395,991 shares of
Avant!'s Common Stock will be issued to former TMA shareholders in exchange
for the acquisition by Merger Sub of all outstanding TMA capital stock. The
shares issued to TMA shareholders were issued pursuant to Avant!'s
Registration Statement on Form S-4 (File No. 333-42923) (the "Registration
Statement"), filed with the Securities and Exchange Commission (the
"Commission") on December 22, 1997. In addition, Avant! assumed outstanding
TMA options and subscription rights to purchase TMA Common Stock. The
assumed options and subscription rights remain outstanding as options and
subscription rights to purchase shares of Avant!'s Common Stock, subject only
to adjustments to maintain the economic equivalence of the assumed options on
the basis of the exchange ratio in the Merger. Avant! has reserved
approximately 1,141,335 shares of its Common Stock for issuance upon the
exercise of the assumed TMA stock options and subscription rights and has
registered all such shares pursuant to a registration statement on Form S-8.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
(i) The audited consolidated balance sheets of TMA as of
December 31, 1996 and 1995, and the audited consolidated
statements of operations, shareholders' equity and cash
flows of TMA as of the years ended December 31, 1996, 1995
and 1994, the notes related thereto, and the Report of
Independent Public Accountants thereon were previously
reported in the Registration Statement and pursuant to
General Instruction B.3 of Form 8-K are not additionally
reported herein.
(ii)The unaudited condensed consolidated balance sheets of TMA
as of September 30, 1997, the unaudited condensed
consolidated statements of operations of TMA for the nine
months ended September 30, 1997 and 1996, the unaudited
condensed consolidated statements of cash flows for the nine
months ended September 30, 1997 and 1996, and the notes
related thereto were previously reported in the Registration
Statement and pursuant to General Instruction B.3 of Form
8-K are not additionally reported herein.
(b) PRO FORMA FINANCIAL INFORMATION.
(i) An unaudited pro forma condensed combined balance sheet as
of September 30, 1997, and the notes related thereto were
previously reported in the Registration Statement and
pursuant to General Instruction B.3 of Form 8-K are not
additionally reported herein.
(ii)Unaudited pro forma condensed combined statements of
income for the years ended December 31, 1996, 1995 and
1994 and the nine months ended September 30, 1997 and
1996, and the notes related thereto were previously
reported in the Registration Statement and pursuant to
General Instruction B.3 of Form 8-K are not additionally
reported herein.
(c) EXHIBITS.
Exhibit Description
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2.1* Agreement and Plan of Reorganization dated September 7,
1997, among Avant!, Merger Sub and TMA.
99.1 Press release dated January 20, 1998, announcing the
effectiveness of the Merger
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* Incorporated by reference to Appendix A of the prospectus forming a part of
Avant!'s Registration Statement on Form S-4 filed with the Commission on
December 22, 1997 (File No. 333-42923).
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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
Date: January 30, 1998 /s/ David Stanley
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David Stanley
General Counsel
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AVANT! CONTACTS: EXHIBIT 99.1
Greg Fawcett John Huyett
Public Relations CEO Staff
Tel: (510) 413-8022 Tel: (510) 413-8000
AVANT! AND TECHNOLOGY MODELING
ASSOCIATES (TMA) COMPLETE MERGER
MERGER PRODUCES SIGNIFICANT COMPETITIVE ADVANTAGES
FREMONT, CA, JANUARY 20, 1998--Avant! Corporation (Nasdaq:
AVNT), the leader in deep-submicron integrated circuit design
automation (ICDA) technology, announced that its merger with
Technology Modeling Associates, Inc. (Nasdaq: TMAI) closed on
Friday, January 16, 1998, after having been approved on January 15,
1998, by the shareholders of each company at their respective
Special Meetings of Shareholders. All of the outstanding shares of
TMA common stock will be converted to Avant! shares as of the close
of business today.
"We are pleased that the merger between Avant! and TMA has been
completed," stated Gerald C. Hsu, chairman, president, and CEO of
Avant! Corporation. "This acquisition gives Avant! the knowledge of
silicon process technology that is crucial for successful VDSM
design which demands accurate process modeling, extraction, timing,
power, and noise analysis. Combining the TMA technology with
Avant!'s advanced VDSM tools, including Milkyway and Apollo, Avant!
now offers the industry's only ECAD-to-TCAD solution. Customers
worldwide are already migrating to Milkyway, Apollo, and other new
products announced at Avant!'s January 6, 1998 product launch. The
rapid rate of this migration demonstrates the tremendous demand for
Avant!'s new technology for the 21st Century," Hsu continued.
MORE ABOUT AVANT!'s NEW PRODUCTS
MILKYWAY--The Door to EDA Applications-TM- is the EDA industry's
first common database and GUI for very deep-submicron (VDSM) IC
design
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and analysis tools.
APOLLO-TM- is a new generation place and route system for deep
submicron (DSM) and VDSM IC designs. It addresses difficult VDSM
design issues such as design complexity, area, timing, noise, and
power.
SOLAR II-TM- is a next-generation VDSM tool that combines logic,
timing, and area optimization in a single design process.
MARS-RAIL-TM- performs power rail design and analysis at gate level.
STAR-TIME-TM- is a transistor-level simulator for timing and
functional analysis. Star-Time works on full-chip designs
containing in excess of 50 million transistors with 10 times of
speed improvement.
ABOUT AVANT!
Avant! (pronounced ah VANH tee) Corporation develops, markets, and
supports integrated circuit design automation (ICDA) software for
the simulation, layout, verification, and analysis of deep
submicron ICs including microprocessors, microcontrollers,
application-specific standard products (ASSPs) and complex
application-specific integrated circuits (ASICs) with sales offices
worldwide. The company is headquartered in Fremont, California,
with sales offices located worldwide. Telephone: +1 510 413-8000.
Fax: +1 510-413-8080. Worldwide Web:
http://www.avanticorp.com.
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Avant!, Milkyway: The Door to EDA Applications, Apollo, Solar II,
Mars-Rail, Star-Time are trademarks of Avant! Corporation. TMA is a
trademark of Technology Modeling Associates, Inc. All other company
and product names mentioned herein are trademarks or registered
trademarks of their respective owners and should be treated as such.
THE STATEMENTS CONTAINED HEREIN THAT ARE NOT PURELY HISTORICAL ARE
FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE
SECURITIES AND EXCHANGE ACT OF 1934, INCLUDING STATEMENTS REGARDING
THE COMPANY'S EXPECTATIONS, BELIEFS, HOPES, INTENTIONS OR
STRATEGIES REGARDING THE FUTURE. FORWARD LOOKING STATEMENTS INCLUDE
STATEMENTS REGARDING FUTURE SALES, MARKET GROWTH AND COMPETITION.
ALL FORWARD LOOKING STATEMENTS INCLUDED IN THIS DOCUMENT ARE BASED
UPON INFORMATION AVAILABLE TO THE COMPANY AS OF THE DATE HEREOF, AND
THE COMPANY ASSUMES NO OBLIGATION TO UPDATE ANY SUCH FORWARD LOOKING
STATEMENT. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THE
COMPANY'S CURRENT EXPECTATIONS. FACTORS THAT COULD CAUSE OR
CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THE
ABILITY OF AVANT! AND TECHNOLOGY MODELING ASSOCIATES TO
SUCCESSFULLY INTEGRATE THEIR OPERATIONS AND OTHER FACTORS AND RISKS
DISCUSSED IN THE COMPANY'S FORM S-3 FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION AND DECLARED EFFECTIVE ON JANUARY 13, 1998.
