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This excerpt taken from the ADSK 8-K filed Jan 28, 2010.

(Former name or former address, if changed since last report)

 

 

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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement
This excerpt taken from the ADSK 8-K filed May 1, 2009.

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of Executive Participation in Autodesk Incentive Plan for Fiscal Year 2010

On April 27, 2009, the Compensation and Human Resources Committee (the “Committee”) of the Board of Directors (the “Board”) of Autodesk, Inc. (the “Company”) determined that, for fiscal year 2010, each of the Company’s executive officers would be eligible to participate in the Autodesk Incentive Plan (the “AIP”). The AIP is an annual cash incentive plan intended to motivate and reward participants to ensure the Company achieves its semi-annual and annual financial and non-financial objectives.

For each executive officer participant, the Committee previously established a target award equal to a specified percentage of such participant’s base salary ranging from 16.7% to 100% (the “Participant’s Target Amount”). The Committee determined a funding/payout formula for the AIP in general and for each participant individually related to achievement of certain revenues for the first and second halves of fiscal 2010, as well as certain non-GAAP operating margin levels for the first and second halves of fiscal 2010. Subject to approval by the Committee, the funding and threshold targets under the AIP may be adjusted in the second half of the fiscal year based upon economic conditions.

The actual bonuses payable for fiscal year 2010 (if any) will vary depending on the extent to which actual performance meets, exceeds or falls short of the goals approved by the Committee and other factors set forth in the AIP, such as individual performance. Accordingly, each participant could receive a bonus ranging from zero percent of the Participant’s Target Amount (for performance falling short of the goals) to a percentage in excess of the Participant’s Target Amount (for performance exceeding the goals). The Committee retains discretion to reduce or eliminate (but not increase above the aggregate AIP funding levels) the bonus that otherwise would be payable to the executive officers based on actual performance. Moreover, an executive officer participant must be an employee on the date of the bonus payout for fiscal year 2010 (if any) in order to be eligible for any bonus.


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.

 

AUTODESK, INC.
By:   /s/ Pascal Di Fronzo
  Pascal Di Fronzo
  Senior Vice President and General Counsel

Date: May 1, 2009

This excerpt taken from the ADSK 8-K filed Apr 2, 2009.

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Financial Officer

On April 2, 2009, Autodesk announced the appointment of Mark J. Hawkins as Executive Vice President and Chief Financial Officer. Mr. Hawkins will serve as Autodesk’s Principal Financial Officer and Principal Accounting Officer, and it is anticipated that he will commence employment on April 27, 2009. At that time, Carl Bass will resign as Interim Chief Financial Officer (including principal financial and accounting officer), but will continue to serve as Chief Executive Officer, President, and as a member of the Board of Directors. The Autodesk Board of Directors approved Mr. Hawkins’ appointment on March 30, 2009.

Mr. Hawkins, 49, has served as Senior Vice President, Finance and Information Technology, and Chief Financial Officer of Logitech International S.A., which sells peripherals for personal computers and other digital platforms, since April 2006. From January 2000 to March 2006, Mr. Hawkins held various finance roles with Dell Inc., which offers a broad range of technology products, most recently as Vice President of Finance for worldwide procurement and logistics and the Dell Operating Council. Prior to joining Dell, Mr. Hawkins was employed by Hewlett-Packard Company, a global provider of products, technologies, and software, for 18 years in finance and business-management roles in the United States and abroad. At Hewlett-Packard, Mr. Hawkins was involved in supporting the spin-off of Agilent Technologies and served on the board of directors for the HP Analytical Joint Ventures in Tokyo and Shanghai.

Mr. Hawkins holds a Bachelor of Arts degree in Operations Management from Michigan State University and a Master of Business Administration degree in Finance from the University of Colorado. He has also completed the Advanced Management Program at Harvard Business School.

Mr. Hawkins has no family relationships with any director, executive officer, or person nominated or chosen by Autodesk to become a director or executive officer of Autodesk. Mr. Hawkins is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On April 2, 2009, Autodesk issued a press release regarding the appointment of Mr. Hawkins. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Compensatory Arrangements

On March 30, 2009, Autodesk and Mr. Hawkins entered into an offer letter, the material terms of which are as follows:

Mr. Hawkins will be paid an annual base salary of $525,000. In accordance with Autodesk’s on-going salary reduction program for executive officers, effective ninety (90) days after the commencement of Mr. Hawkins’ employment, his salary will be temporarily reduced by ten percent (10%).

Mr. Hawkins will be eligible to participate in the Autodesk Incentive Plan (“AIP”). Mr. Hawkins’ AIP target will be set at 75% of his base salary (prior to the above described reduction). Mr. Hawkins will also be eligible to participate in the Autodesk Executive Change in Control Program.

Mr. Hawkins will receive a signing bonus of $200,000. Half of such bonus will be payable within two weeks of the commencement of his employment, and half will be payable on the one-year anniversary of the commencement of his employment, subject in each case to repayment if Mr. Hawkins resigns at any time within six months following either the commencement of his employment or the one-year anniversary of such date.

Pursuant to the offer letter, it will be recommended to the Board that Mr. Hawkins be granted (i) an option to purchase 150,000 shares of Autodesk common stock at a per share purchase price equal to the fair market value a share of Autodesk’s common stock on the effective date of grant and (ii) 25,000 Restricted Stock Units. The option grant shall vest and become exercisable as to 25% of the shares subject to the option on each of the first four (4) anniversaries of the effective date of grant, and 100% of the Restricted Stock Units shall vest on the third (3rd) anniversary of the effective date of grant. In each case, vesting shall be subject to Mr. Hawkins’ continued employment.


Mr. Hawkins will also be eligible to participate in the compensation and benefit programs generally available to Autodesk employees.

 

Item 8.01 Other Events.

On April 2, 2009, the Company issued a press release announcing its intention to take further steps to decrease its operating expenses through additional headcount reductions, facilities consolidations and other cost cutting measures and reiterating its previously announced business outlook for the three months ending April 31, 2009. The press release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Non-GAAP Financial Measures

To supplement the Company’s consolidated financial statements presented on a GAAP basis, the press release furnished herewith as Exhibit 99.2 provides investors with certain non-GAAP measures, including future non-GAAP net earnings per diluted share. For the Company’s internal budgeting and resource allocation process, the Company’s management uses these non-GAAP measures that do not include: (a) the stock-based compensation impact of SFAS 123R, (b) amortization of purchased intangibles and (c) certain restructuring charges. The Company’s management uses these non-GAAP measures in making operating decisions because it believes the measures provide meaningful supplemental information regarding the Company’s earning potential. In addition, these non-GAAP financial measures facilitate comparisons to competitors’ historical results and operating guidance.

As described above, the Company excludes the following items from its non-GAAP measures:

A. Stock compensation impact of SFAS 123R. These expenses consist of expenses for employee stock-based compensation under SFAS 123R. The Company excludes stock-based compensation expenses from its non-GAAP measures primarily because they are non-cash expenses and the Company’s management finds it useful to exclude certain non-cash charges to assess the appropriate level of various operating expenses to assist in budgeting, planning and forecasting future periods. Further, as SFAS 123R is applied, the Company’s management believes that it is useful to investors to understand the impact of the application of SFAS 123R to its results of operations.

B. Amortization of purchased intangibles. The Company incurs amortization of acquisition-related purchased intangible assets, primarily in connection with its acquisition of certain businesses and technologies. The amortization of purchased intangibles from business combinations varies depending on the level of acquisition activity and the Company’s management finds it useful to exclude these variable charges to assess the appropriate level of various operating expenses to assist in budgeting, planning and forecasting future periods.

C. Restructuring charges. These charges are primarily due to workforce reductions, abandonment or sublease of leased facilities and related costs. We exclude these charges because these expenses are not reflective of ongoing operating results in the current period.

There are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with generally accepted accounting principles and may be different from non-GAAP financial measures used by other companies. In addition, the non-GAAP financial measures are limited in value because they exclude certain items that may have a material impact upon the Company’s reported financial results. The Company’s management compensates for these limitations by analyzing current and future results on


a GAAP basis as well as a non-GAAP basis and also by providing GAAP measures in the Company’s earnings release. The presentation of non-GAAP financial information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with generally accepted accounting principles in the United States. The non-GAAP financial measures are meant to supplement, and be viewed in conjunction with, GAAP financial measures. Investors should review the information regarding non-GAAP financial measures provided in the Company’s press release.

 

Item 9.01. Exhibits

 

Exhibit No.

  

Description

99.1    Press release, dated as of April 2, 2009, entitled “Autodesk Appoints Mark Hawkins Chief Financial Officer.”
99.2    Press release, dated as of April 2, 2009, entitled “Autodesk Holds Annual Investor Day Meeting.”


This excerpt taken from the ADSK 8-K filed Apr 1, 2009.

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01. Other Events.

Attached as Exhibit 100 to this Current Report on Form 8-K are the following materials from Autodesk, Inc.’s Annual Report on Form 10-K for the year ended January 31, 2009, filed on March 20, 2009, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Income for the years ended January 31, 2009, 2008 and 2007, (ii) the Consolidated Balance Sheets at January 31, 2009 and 2008, (iii) the Consolidated Statements of Cash Flows for the years ended January 31, 2009, 2008 and 2007, (iv) the Consolidated Statements of Stockholders’ Equity for the years ended January 31, 2009, 2008 and 2007, and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text. The financial information contained in the XBRL documents is unaudited and these are not the official publicly filed financial statements of Autodesk, Inc. The purpose of submitting these XBRL documents is to test the related format and technology and, as a result, investors should continue to rely on the official filed version of the furnished documents and not rely on this information in making investment decisions.

In accordance with Rule 402 of Regulation S-T, the information in this Current Report on Form 8-K, including Exhibit 100, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

  

Description

100    The materials from Autodesk, Inc.’s Annual Report on Form 10-K for the year ended January 31, 2009, filed on March 20, 2009, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Statements of Income for the years ended January 31, 2009, 2008 and 2007, (ii) the Consolidated Balance Sheets at January 31, 2009 and 2008, (iii) the Consolidated Statements of Cash Flows for the years ended January 31, 2009, 2008 and 2007, (iv) the Consolidated Statements of Stockholders’ Equity for the years ended January 31, 2009, 2008 and 2007, and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text.


This excerpt taken from the ADSK 8-K filed Mar 13, 2009.

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Retirement of Director

On March 10, 2009, Mark A. Bertelsen informed the Board of Directors (the “Board”) of Autodesk, Inc. (“Autodesk”) that after 17 years of service he will retire from the Board at the end of his current term at the Autodesk 2009 annual meeting of stockholders, anticipated to be held on June 11, 2009.


This excerpt taken from the ADSK 8-K filed Feb 20, 2009.

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Carol A. Bartz

On February 17, 2009, Carol A. Bartz announced her resignation as the Executive Chairman of the Company and as a member of the Company’s Board of Directors, effective immediately. Ms. Bartz has accepted a job as Chief Executive Officer of Yahoo! Inc.


This excerpt taken from the ADSK 8-K filed Feb 6, 2009.

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Form of Stock Option Agreement.

On February 2, 2009, the Compensation and Human Resources Committee of the Board of Directors of Autodesk, Inc. (the “Company”) approved a new form of stock option agreement under the Company’s 2008 Employee Stock Plan for certain stock option grants to the Company’s executive officers. The sole change from the previously approved form of stock option agreement is that the new form of stock option agreement contains a twelve month post-termination exercise period rather than a six month period, except in certain circumstances specified in the form of stock option agreement, in which case, the post-termination exercise period would be three months.

The foregoing is qualified in its entirety by reference to the new form of stock option agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

  

Description

10.1    Registrant’s 2008 Employee Stock Plan Form of Agreement


This excerpt taken from the ADSK 8-K filed Dec 18, 2008.

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Amendment and Restatement of Bylaws

On December 12, 2008, the Board of Directors amended Autodesk’s Bylaws to effect the following principal changes:

 

  (i) clarify various provisions relating to the calling and cancelling of special meetings;

 

  (ii) revise the advance notice Bylaw;

 

  (iii) require notice to Autodesk of proposed actions by written consent of the stockholders and establish mechanisms for setting a record date and inspecting consents submitted;

 

  (iv) update the Bylaw regarding inspectors of election;

 

  (v) clarify provisions regarding appointment and removal processes with respect to Autodesk’s two classes of officers (executive officers and non-executive officers); and

 

  (vi) make minor clarifying and conforming changes.

The foregoing description is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Stockholder Proposals and Director Nominations at 2009 Stockholder Meeting (and Future Meetings)

The amendments to the Bylaws described above change the periods during which Autodesk must receive (i) proposals for actions for consideration at next year’s annual meeting of stockholders (and future meetings) and (ii) nominations of individuals to serve as directors as follows:

Requirements for stockholder proposals to be considered for inclusion in Autodesk’s proxy material—Stockholders may present proper proposals for inclusion in Autodesk’s proxy statement and for consideration at the next annual meeting of its stockholders by submitting their proposals in writing to Autodesk’s General Counsel in a timely manner. In order to be included in the proxy statement for the 2009 annual meeting of stockholders, stockholder proposals must be received by Autodesk’s General Counsel no later than December 29, 2008, and must otherwise comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, in order to have a proposal presented at an annual meeting of stockholders, stockholders must comply with the provisions of Section 2.5 of the Bylaws, as described below.

Requirements for stockholder nominations and proposals to be brought before an annual meeting—Section 2.5 of Autodesk’s Bylaws establishes an advance notice procedure for stockholders who wish to present certain matters before an annual meeting of stockholders. In general, nominations for the election of directors may be made (1) by or at the direction of the Board of Directors, or (2) by stockholders who have timely delivered written notice to Autodesk’s General Counsel during the Notice Period (as defined below), which notice must contain specified information concerning the nominees and concerning the stockholder proposing such nominations. However, if a stockholder wishes only to recommend a candidate for consideration by the Corporate Governance and Nominating Committee as a potential nominee for director, see the procedures discussed in “Corporate Governance—Nominating Process for Recommending Candidates for Election to the Board of Directors” on page 19 of Autodesk’s proxy statement for its 2008 Annual Meeting.

The Company’s Bylaws also provide that the only business that may be conducted at an annual meeting is business that is brought (1) pursuant to the notice of meeting (or any supplement thereto), (2) by or at the direction of the Board of Directors, or (3) by a stockholder who has timely delivered written notice which sets forth all information required by Autodesk’s Bylaws to the General Counsel of Autodesk during the Notice Period (as defined below).


The “Notice Period” is defined as the period commencing on the date 75 days prior to the one year anniversary of the date on which Autodesk first mailed its proxy materials to stockholders for the previous year’s annual meeting of stockholders and terminating on the date 45 days prior to the one year anniversary of the date on which Autodesk first mailed its proxy materials to stockholders for the previous year’s annual meeting of stockholders. As a result, the Notice Period for the 2009 annual meeting of stockholders will be from February 12, 2009 to March 14, 2009.

 

Item 9.01. Exhibits

 

Exhibit No.

  

Description

3.1    Amended and Restated Bylaws.


This excerpt taken from the ADSK 8-K filed Dec 12, 2008.

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01. Other Events.

Attached as Exhibit 100 to this Current Report on Form 8-K are the following materials from Autodesk, Inc.’s Quarterly Report on Form 10-Q for the quarter ended October 31, 2008, filed on December 4, 2008, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income for the three and nine months ended October 31, 2008 and 2007, (ii) the Condensed Consolidated Balance Sheets at October 31, 2008 and January 31, 2008, (iii) the Condensed Consolidated Statements of Cash Flows for the nine months ended October 31, 2008 and 2007, and (iv) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text. The financial information contained in the XBRL documents is unreviewed and these are not the official publicly filed financial statements of Autodesk, Inc. The purpose of submitting these XBRL documents is to test the related format and technology and, as a result, investors should continue to rely on the official filed version of the furnished documents and not rely on this information in making investment decisions.

In accordance with Rule 402 of Regulation S-T, the information in this Current Report on Form 8-K, including Exhibit 100, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.
This excerpt taken from the ADSK 8-K filed Nov 10, 2008.

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02. Results of Operations and Financial Condition.

On November 4, 2008, Autodesk, Inc. issued a press release reporting preliminary financial results for the quarter ended October 31, 2008. The press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Non-GAAP Financial Measures

To supplement Autodesk’s consolidated financial information presented on a GAAP basis, the press release furnished herewith as Exhibit 99.1 provides investors with certain non-GAAP measures, including historical estimated non-GAAP net earnings per diluted share. For our internal budgeting and resource allocation process, Autodesk’s management uses these non-GAAP measures that do not include: (a) the stock-based compensation impact of SFAS 123R and (b) amortization of purchased intangibles and purchases of technology that result in in-process research and development expense. Autodesk’s management uses these non-GAAP measures in making operating decisions because we believe the measures provide meaningful supplemental information regarding Autodesk’s earning potential. In addition, these non-GAAP financial measures facilitate comparisons to competitors’ historical results and operating guidance.

As described above, Autodesk excludes the following items from its non-GAAP measures:

A. Stock compensation impact of SFAS 123R. These expenses consist of expenses for employee stock-based compensation under SFAS 123R. Autodesk excludes stock-based compensation expenses from our non-GAAP measures primarily because they are non-cash expenses and management finds it useful to exclude certain non-cash charges to assess the appropriate level of various operating expenses to assist in budgeting, planning and forecasting future periods. Further, as Autodesk applies SFAS 123R, we believe that it is useful to investors to understand the impact of the application of SFAS 123R to our results of operations.

B. Amortization of purchased intangibles and in-process research and development expenses. Autodesk incurs amortization of acquisition-related purchased intangible assets and charges related to in-process research and development, primarily in connection with its acquisition of certain businesses and technologies. The amortization of purchased intangibles from business combinations varies depending on the level of acquisition activity and management finds it useful to exclude these variable charges to assess the appropriate level of various operating expenses to assist in budgeting, planning and forecasting future periods.

There are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with generally accepted accounting principles and may be different from non-GAAP financial measures used by other companies. In addition, the non-GAAP financial measures are limited in value because they exclude certain items that may have a material impact upon our reported financial results. Management compensates for these limitations by analyzing current and future results on a GAAP basis as well as a non-GAAP basis and also by providing GAAP measures in our earnings release. The presentation of non-GAAP financial information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with generally accepted accounting principles in the United States. The non-GAAP financial measures are meant to supplement, and be viewed in conjunction with, GAAP financial measures. Investors should review the information regarding non-GAAP financial measures provided in our press release.

 

Item 9.01. Financial Statements and Exhibits.
This excerpt taken from the ADSK 8-K filed Sep 24, 2008.

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01. Other Events.

Attached as Exhibit 100 to this Current Report on Form 8-K are the following materials from Autodesk, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2008, filed on September 5, 2008, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income for the three and six months ended July 31, 2008 and 2007, (ii) the Condensed Consolidated Balance Sheets at July 31, 2008 and January 31, 2008 and (iii) the Condensed Consolidated Statements of Cash Flows for the six months ended July 31, 2008 and 2007. The financial information contained in the XBRL documents is unreviewed and these are not the official publicly filed financial statements of Autodesk, Inc. The purpose of submitting these XBRL documents is to test the related format and technology and, as a result, investors should continue to rely on the official filed version of the furnished documents and not rely on this information in making investment decisions.

In accordance with Rule 402 of Regulation S-T, the information in this Current Report on Form 8-K, including Exhibit 100, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.

  

Description

100    The following materials from Autodesk, Inc.’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2008, filed on September 5, 2008 formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income for the three and six months ended July 31, 2008 and 2007, (ii) the Condensed Consolidated Balance Sheets at July 31, 2008 and January 31, 2008 and (iii) the Condensed Consolidated Statements of Cash Flows for the six months ended July 31, 2008 and 2007.


This excerpt taken from the ADSK 8-K filed Aug 20, 2008.

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Principal Officer

On August 14, 2008, Autodesk, Inc. (the “Company”) appointed Carl Bass, the Company’s current Chief Executive Officer and President, as Interim Chief Financial Officer (including principal financial and accounting officer) of the Company.

Mr. Bass, 51, joined the Company in September 1993 and currently serves as Chief Executive Officer and President and a member of the Board of Directors. From June 2004 to April 2006, Mr. Bass served as Chief Operating Officer. From February 2002 to June 2004, Mr. Bass served as Senior Executive Vice President, Design Solutions Group. From August 2001 to February 2002, Mr. Bass served as Executive Vice President, Emerging Business and Chief Strategy Officer. From June 1999 to July 2001, he served as President and Chief Executive Officer of Buzzsaw.com, Inc., a spin-off from the Company. He has also held other executive positions within the Company. Mr. Bass is also a director of McAfee, Inc.

Mr. Bass will continue to be compensated according to his existing arrangements with the Company as its Chief Executive Officer and President.


This excerpt taken from the ADSK 8-K filed Jun 26, 2008.

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.01. Completion of Acquisition or Disposition of Assets

Completion of Tender Offer

As previously disclosed, on May 1, 2008, Autodesk, Inc., a Delaware corporation (the “Company”), Switch Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of the Company (the “Purchaser”) and Moldflow Corporation, a Delaware corporation (“Moldflow”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, the Purchaser offered (the “Offer”) to purchase all outstanding shares of common stock of Moldflow, par value $0.01 per share (the “Shares”), at a price of $22.00 per Share, net to the seller in cash without interest thereon, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 15, 2008 (the “Offer to Purchase”) and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constituted the “Offer”).

Upon the expiration of the initial offering period of the Offer at 12:00 midnight, New York City time, on Thursday, June 12, 2008, the Purchaser accepted for payment approximately 9,170,044 Shares (as well as 816,859 Shares that were tendered pursuant to guaranteed delivery procedures), together representing approximately 81% of Moldflow’s issued and outstanding Shares.

The Purchaser then commenced a subsequent offering period of the Offer for all remaining untendered Shares which subsequent offering period expired at 6:00 p.m., Eastern Daylight time, on Thursday, June 19, 2008.

Upon the expiration of the subsequent offering period at 6:00 p.m., Eastern Daylight time, on Thursday, June 19, 2008, the Purchaser accepted for payment approximately 11,622,163 Shares, representing approximately 95% of Moldflow’s issued and outstanding Shares.

Consummation of Merger Transaction

On June 25, 2008, pursuant to the terms of the Merger Agreement, the Purchaser merged with and into Moldflow, with Moldflow continuing as the surviving corporation and a wholly-owned subsidiary of the Company (the “Merger”).

Based on the per Share consideration of $22.00 and the number of Shares validly tendered and accepted for payment at the end of the subsequent offering period, the value of the Shares purchased by the Purchaser in connection with the Offer on June 19, 2008 was approximately $297 million, less Moldflow’s cash balance and proceeds from option exercises.

As a result of the Merger, each outstanding Share not tendered in the Offer (other than Shares held by Moldflow, the Company and the Purchaser, and Shares held by stockholders who properly perfect appraisal rights under Delaware law) was converted into the right to receive $22.00 net per share in cash without interest thereon.

The foregoing description of the transactions consummated pursuant to the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed on May 2, 2008, and the press releases that were filed as Exhibits (a)(5)(iii) and (a)(5)(iv) to the Company’s Schedule TO on June 13, 2008 and June 20, 2008, respectively, each of which is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure

On June 25, 2008, Autodesk issued a press release announcing that it had completed the Merger. The text of the press release is furnished as Exhibit 99.3 attached hereto. Exhibit 99.3 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.


Item 9.01. Exhibits

(d) Exhibits

 

Exhibit No.

  

Description

  2.1    Agreement and Plan of Merger, dated as of May 1, 2008, by and among Autodesk, Inc., Switch Acquisition Corporation and Moldflow Corporation (which is incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 2, 2008).
99.1    Press Release dated June 13, 2008 (which is incorporated herein by reference to Exhibit (a)(5)(iii) to the Company’s Schedule TO filed with the Commission on May 15, 2008, as amended)
99.2    Press Release dated June 20, 2008 (which is incorporated herein by reference to Exhibit (a)(5)(iv) to the Company’s Schedule TO filed with the Commission on May 15, 2008, as amended)
99.3    Press Release dated June 25, 2008


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