UNITED STATES
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): May 12, 2010
CADENCE DESIGN SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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000-15867
(Commission File Number)
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77-0148231
(I.R.S. Employer
Identification No.) |
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| 2655 Seely Avenue, Building 5 |
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| San Jose, California
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95134 |
| (Address of Principal Executive Offices)
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(Zip Code) |
(408) 943-1234
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On May 12, 2010 (the “Effective Date”), Cadence Design Systems, Inc. (“Cadence”) entered into an
Agreement and Plan of Merger (the “Merger Agreement”) to acquire Denali Software, Inc. (“Denali”).
Pursuant to the terms and subject to the conditions of the Merger Agreement, a wholly owned
subsidiary of Cadence will merge with and into Denali (the “Merger”), with Denali continuing as the
surviving corporation and a wholly-owned subsidiary of Cadence after the Merger.
The total consideration payable to Denali equity holders is equal to $315,000,000. The total
consideration amount will be decreased by specified expense amounts
and also may be decreased if the amount of Denali’s cash and cash equivalents on the closing
date of the Merger is less than $50,000,000, as determined in
accordance with and for purposes of the Merger Agreement, including
adjustments for certain permitted transaction expenses or other expenses related to the
Merger, or if such Merger-related expenses exceed specified limits (the total consideration amount as adjusted, the “Merger
Consideration”). Denali is expected to have approximately
$45,000,000 in actual cash on the closing date of the Merger.
At the time the Merger becomes effective (the “Effective Time”), each share of Denali common stock
issued and outstanding immediately prior to the Effective Time will be converted into the right to
receive an amount of cash equal to the total consideration divided by the fully-diluted number of
shares of Denali common stock as calculated pursuant to the Merger Agreement (the “Per Share
Amount”) and each option to purchase Denali common stock issued and outstanding immediately prior
to the Effective Time will be converted into the right to receive an amount of cash equal to the
Per Share Amount minus the applicable per share option exercise price. Cash payable with respect
to unvested options and shares will continue to vest in accordance with their terms. Fifteen
percent of the Merger Consideration will be deposited in an escrow account for a period of 18
months after the Effective Time, as security for indemnification claims Cadence may have under
the Merger Agreement.
The closing of the Merger is subject to various conditions, including regulatory approvals and
other customary closing conditions. The Merger Agreement may be terminated by either Cadence or
Denali upon the occurrence of certain events, including if the Merger has not closed by August 13,
2010, which may automatically be extended to November 13, 2010, if certain conditions are satisfied,
or by written consent of both Cadence and Denali.
On the Effective Date, certain shareholders of Denali delivered written consents to Denali
approving the transactions contemplated by the Merger Agreement.
Item 5.07. Submissions of Matters to a Vote of Security Holders.
At the Annual Meeting of Stockholders held on May 12, 2010, the stockholders of Cadence voted on
the following matters, which are described in detail in Cadence’s Proxy Statement filed with the
Securities and Exchange Commission on March 26, 2010:
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A proposal to elect seven (7) directors of Cadence to serve until the 2011 Annual
Meeting of Stockholders and until their successors are elected and qualified, or until such
director’s earlier death, resignation or removal, was approved as set forth below. |
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Broker |
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| Nominee |
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For |
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Against |
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Abstain |
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Non-Votes |
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Donald L. Lucas |
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167,430,787 |
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32,687,038 |
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2,689,484 |
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40,559,157 |
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Dr. Alberto Sangiovanni-Vincentelli |
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195,742,050 |
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4,438,867 |
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2,626,392 |
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40,559,157 |
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George M. Scalise |
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180,628,127 |
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19,459,739 |
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2,719,443 |
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40,559,157 |
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Dr. John B. Shoven |
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180,071,710 |
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20,131,368 |
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2,604,231 |
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40,559,157 |
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Roger S. Siboni |
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193,687,472 |
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6,478,633 |
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2,641,204 |
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40,559,157 |
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John A.C. Swainson |
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197,118,122 |
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2,962,475 |
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1,726,712 |
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40,559,157 |
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Lip-Bu Tan |
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190,512,950 |
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9,654,288 |
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2,640,071 |
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40,559,157 |
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