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This excerpt taken from the LAVA 8-K filed Oct 16, 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 1.01. Entry into a Material Definitive Agreement

On October 9, 2009, Magma Design Automation, Inc. (“Magma”) entered into the Third Amendment (the “Amendment”) to the Credit Agreement, effective as of October 31, 2008, between Magma and Wells Fargo Bank, National Association (“Wells Fargo”).

The Amendment provides for (i) a single revolving line of credit note of $15 million to replace the two previous $7.5 million revolving line of credit notes, (ii) eliminates the requirement that Magma maintain a minimum accounts receivable borrowing base, and (iii) extends the term of the line of credit to September 30, 2010. The Amendment also, among other things, requires that Magma provide certain financial statements to Wells Fargo, amends or removes certain financial covenants and amends the definition of “Event of Default.”

The Amendment is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

 

Item 9.01. Financial Statements and Exhibits
This excerpt taken from the LAVA 8-K filed Sep 15, 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))

 

 

 


This excerpt taken from the LAVA 8-K filed Aug 27, 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))

 

 

 


This excerpt taken from the LAVA 8-K filed Aug 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 2.02. Results of Operations and Financial Condition

On August 6, 2009, Magma Design Automation, Inc. (“Magma”) issued a press release discussing preliminary financial results for its first quarter ended August 2, 2009. The press release is attached hereto 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.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.

 

Description

99.1   Press release, dated as of August 6, 2009

 

2


This excerpt taken from the LAVA 8-K filed May 29, 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 1.01. Entry into a Material Definitive Agreement

On May 21, 2009, Magma Design Automation, Inc. (“Magma”) entered into a second amendment (the “Amendment”) to the Credit Agreement between Magma and Wells Fargo Bank, National Association (“Wells Fargo”), effective as of October 31, 2008 (the “Credit Agreement”).

The Amendment permits Magma, among other things, to use any of the proceeds of any credit extended under the Credit Agreement to make principal and interest payments on Magma’s outstanding 2.0% Convertible Senior Notes due May 15, 2010 and scheduled interest payments on any new convertible notes that Magma may issue in 2009 in an aggregate principal amount not to exceed $50 million. The Amendment also amends the definitions of “Permitted Indebtedness,” “Permitted Liens” and “Permitted Investments.”

The Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits
This excerpt taken from the LAVA 8-K filed May 27, 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))

 

 

 


This excerpt taken from the LAVA 8-K filed Apr 24, 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:

 

¨ 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

On April 20, 2009, Magma Design Automation, Inc. (“Magma”) entered into an amendment to the Credit Agreement between Magma and Wells Fargo Bank, National Association (“Wells Fargo”), effective as of October 31, 2008, as well as two related revolving line of credit notes and a related security agreement with Wells Fargo (collectively, the “Amendment”).

The two revolving line of credit notes allow for a maximum borrowing of $7.5 million each and replace the existing $15.0 million line of credit facility. The Amendment expires on December 31, 2009, and is secured by collateral that includes a $7.5 million certificate of deposit and first priority interests in all the Company’s accounts receivable, intangible assets, inventory and equipment.

Outstanding borrowings under the first note shall not exceed the lesser of $7.5 million or 80% of the Company’s eligible accounts receivable plus an additional amount not to exceed (i) $2.0 million up to and including May 3, 2009; and (ii) $1.0 million from May 4, 2009 up to and including August 2, 2009; and (iii) zero thereafter. The note bears an annual interest rate equal to a fluctuating rate of 3.5% above Wells Fargo’s prime rate or a fixed rate of 3.5% above LIBOR, at management’s election, on outstanding borrowings.

Outstanding borrowings under the second note shall not exceed $7.5 million, including two existing letters of credit, which total $1.7 million. The note bears an annual interest rate equal to a fluctuating rate of 1.5% above Wells Fargo’s prime rate or a fixed rate of 1.5% above LIBOR, at management’s election, on outstanding borrowings.

The Company is required to pay interest and fees monthly, with the outstanding principal amount plus all accrued but unpaid interest and fees payable in full at the expiration of the Amendment.

Pursuant to the Amendment, the Company has pledged to grant to Wells Fargo a security interest in deposits equal to the amount of outstanding borrowings and letters of credit outstanding in excess of the maximum allowable. The Amendment also requires that the Company maintain certain financial conditions.

A copy of the Amendment will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending May 3, 2009.


This excerpt taken from the LAVA 8-K filed Feb 26, 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:

 

¨ 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 February 26, 2009, Magma Design Automation, Inc. (“Magma”) issued a press release reporting its financial results for the quarter ended February 1, 2009. The press release is furnished as Exhibit 99.1 to this Form 8-K.

The information included under this Item 2.02 of this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 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.

The following exhibit is furnished herewith:

 

Exhibit No.

  

Description

99.1    Press Release issued February 26, 2009.


This excerpt taken from the LAVA 8-K filed Feb 11, 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:

 

¨ 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.

On February 5, 2009, David Stanley announced his intention to resign as the Corporate Vice President, Corporate Affairs and Secretary of Magma Design Automation, Inc. (“Magma”), effective February 13, 2009.

On February 11, 2009, Magma entered into a Separation Agreement and Mutual Release with David Stanley (the “Separation Agreement”). This Separation Agreement included the following terms and conditions: (i) Mr. Stanley’s employment at Magma will end on February 13, 2009; (ii) Mr. Stanley releases, waives and forever discharges Magma from all asserted and unasserted claims relating directly or indirectly to his employment relationship with Magma; (iii) Magma agrees to pay Mr. Stanley a lump sum amount of $300,000.00 and for twelve (12) months of COBRA coverage from March 1, 2009 through February 28, 2010 (pursuant to which Mr. Stanley will receive a lump sum payment grossed up for taxes in the amount of $20,024.76 to cover the costs of COBRA coverage for twelve (12) months)); (iv) Magma will provide Mr. Stanley with outplacement services; and (v) in addition to whatever already vested stock options to purchase Magma’s common stock or restricted stock units Mr. Stanley may hold, Mr. Stanley will receive the additional benefit of the immediate accelerated vesting of the same amount of shares as if he were to remain employed through February 13, 2010 and Mr. Stanley will have until February 15, 2010 to exercise his options.


This excerpt taken from the LAVA 8-K filed Feb 5, 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:

 

¨ 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 2.05. Costs Associated with Exit or Disposal Activities

On January 30, 2009, the management of Magma Design Automation, Inc. (“Magma”) approved the implementation of a series of actions designed to reduce operating costs. These actions are the result of Magma’s efforts to improve its cost structure and to align better its resources and improve operating efficiencies and also are a reflection of the state of the global economy. As part of these actions, Magma has reduced employment levels, closed two sales and support offices in North America and one in Europe, and plans to consolidate its Beijing, China operations into a single facility and its Shanghai, China, operations into a single facility.

Magma expects to complete these actions in the fourth quarter of its 2009 fiscal year, which ends on May 3, 2009.

In connection with these actions, Magma expects to record a restructuring charge in the third quarter of its 2009 fiscal year ranging from $2.75 million to $3.75 million. The majority of these charges will include personnel-related costs, including severance benefits and other costs. Most of these charges represent cash expenditures which are expected to be paid during the fourth quarter of Magma’s 2009 fiscal year.

On February 5, 2009, Magma issued a press release related to these actions. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

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

During the third quarter of Magma’s 2009 fiscal year, Magma instituted salary reductions for Rajeev Madhavan (Magma’s Chief Executive Officer), Roy E. Jewell (Magma’s President and Chief Operating Officer), Peter S. Teshima (Magma’s Corporate Vice President, Finance and Chief Financial Officer), Bruce Eastman (Magma’s Corporate Vice President, Worldwide Sales), and David H. Stanley (Magma’s Corporate Vice President, Corporate Affairs and Corporate Secretary). In light of this salary reduction and a prior salary reduction, said officers’ salaries have been reduced by twenty percent (20%) such that their salaries are now as follows:

 

Applicable Officer

   Fiscal 2009
Annual Base
Salary ($)

Rajeev Madhavan

   408,000

Roy E. Jewell

   408,000

Peter S. Teshima

   256,000

Bruce Eastman

   240,000

David H. Stanley

   240,000
This excerpt taken from the LAVA 8-K filed Dec 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:

 

¨ 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.
This excerpt taken from the LAVA 8-K filed Dec 4, 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:

 

¨ 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 December 4, 2008, Magma Design Automation, Inc. (“Magma”) issued a press release reporting its financial results for the quarter ended November 2, 2008. The press release is furnished as Exhibit 99.1 to this Form 8-K.

The information included under this Item 2.02 of this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 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.

The following exhibit is furnished herewith:

 

Exhibit No.

 

Description

99.1   Press Release issued December 4, 2008.


This excerpt taken from the LAVA 8-K filed Oct 2, 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:

 

¨ 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 2.05. Costs Associated with Exit or Disposal Activities

On October 1, 2008, the management of Magma Design Automation, Inc. (“Magma”) approved the implementation of the next phase of its restructuring plan (the “FY 2009 Restructuring Plan”). Magma initiated the FY 2009 Restructuring Plan in May 2008 to restructure its operations, including the reduction of its workforce. The FY 2009 Restructuring Plan is the result of Magma’s efforts to improve its cost structure and to align better its resources and improve operating efficiencies.

Although Magma expects to complete this phase of the FY 2009 Restructuring Plan by the end of this quarter, which ends on November 2, 2008, this phase of the FY 2009 Restructuring Plan may extend through the end of Magma’s fiscal year, which ends on May 3, 2009.

In connection with this phase of the FY 2009 Restructuring Plan, Magma expects to record a one-time charge in the second quarter of its fiscal year 2009 ranging from $2.5 million to $3.5 million. The majority of these charges will include personnel-related costs, including severance benefits and other costs. Most of these charges represent cash expenditures which are expected to be paid during Magma’s second quarter of its fiscal year 2009.

On October 2, 2008, Magma issued a press release related to this phase of the FY 2009 Restructuring Plan. The press release is attached hereto as Exhibit 99.1 and incorporated by reference.

This excerpt taken from the LAVA 8-K filed Aug 28, 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:

 

¨ 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 August 28, 2008, Magma Design Automation, Inc. (“Magma”) issued a press release reporting its financial results for the quarter ended August 3, 2008. The press release is furnished as Exhibit 99.1 to this Form 8-K.

The information included under this Item 2.02 of this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 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.

The following exhibit is furnished herewith:

 

Exhibit No.

  

Description

99.1    Press Release issued August 28, 2008.


This excerpt taken from the LAVA 8-K filed Aug 7, 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:

 

¨ 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 August 7, 2008, Magma Design Automation, Inc. (“Magma”) issued a press release reporting selected preliminary financial results for the quarter ended August 3, 2008. The press release is furnished as Exhibit 99.1 to this Form 8-K.

The information included under this Item 2.02 of this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 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.

The following exhibit is furnished herewith:

 

Exhibit No.

  

Description

99.1    Press Release issued August 7, 2008.


This excerpt taken from the LAVA 8-K filed Jul 21, 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))

 

 

 


This excerpt taken from the LAVA 8-K filed May 1, 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:

 

¨ 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 May 1, 2008, Magma Design Automation, Inc. (“Magma”) issued a press release reporting its financial results for the quarter ended April 6, 2008. The press release is furnished as Exhibit 99.1 to this Form 8-K.

The information included under this Item 2.02 of this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 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.

The following exhibit is furnished herewith:

 

Exhibit No.

 

Description

99.1   Press Release issued May 1, 2008.


This excerpt taken from the LAVA 8-K filed Feb 27, 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:

 

 

 

¨ 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.

On February 26, 2008, Magma Design Automation, Inc. (“Magma”) completed its acquisition of Sabio Labs, Inc. (“Sabio”), a privately held developer of analog design solutions for mixed-signal designers. Magma acquired Sabio pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”) dated as of December 20, 2007 by and among Magma, Sabio, two wholly owned subsidiaries of Magma (Sabio Acquisition Corp. and Sabio Labs, LLC (“Sabio LLC”)) and David Colleran, as representative of the Sabio shareholders. Pursuant to the Merger Agreement, Sabio Acquisition Corp. merged with and into Sabio with Sabio the interim surviving corporation, and then Sabio merged with and into Sabio LLC with Sabio LLC continuing as the surviving entity and wholly owned subsidiary of Magma.

Under the terms of the Merger Agreement, Magma acquired all of the outstanding shares of Sabio for a total equity value of approximately $17.5 million, comprised of 1,701,243 shares of common stock of Magma. In addition, pursuant to the Merger Agreement, the Sabio shareholders may receive up to an additional $7.5 million in contingent consideration in the form of cash or shares of Magma common stock, at Magma’s discretion, subject to the achievement of certain product integration and bookings milestones.

The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement filed as Exhibit 2.1 to this report on Form 8-K. A copy of the press release announcing the completion of the acquisition of Sabio is attached as Exhibit 99.1.

 

Item 3.02 Unregistered Sales of Equity Securities

As described in Item 2.01 above, in connection with the completion of the Sabio acquisition on February 26, 2008, Magma will issue to the former Sabio shareholders 1,701,243 shares of Magma common stock (not including any Magma shares that may be issued as contingent consideration as described above). These shares are being issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 3(a)(10) of the Securities Act and in connection therewith the Department of Corporations of the state of California held a fairness hearing related to the Merger and issued a permit for issuance of the shares of Magma common stock to the Sabio shareholders.


Item 9.01. Financial Statements and Exhibits.

 

(a) Financial Statements of Businesses Acquired.

The financial statements of Sabio are not required to be filed with this report on Form 8-K or any amendment to this report pursuant to Rule 3-05(b) of Regulation S-X.

 

(b) Pro Forma Financial Information.

Pro forma financial information is not required to be filed with this report on Form 8-K or any amendment to this report pursuant to Article 11 of Regulation S-X

 

(d) Exhibits.

The following exhibits are furnished herewith:

 

Exhibit No.

  

Description

2.1    Agreement and Plan of Merger dated as of December 20, 2007 by and among Magma Design Automation, Inc., Sabio Labs, Inc., Sabio Acquisition Corp., Sabio Labs, LLC and David Colleran, as Representative.
99.1    Press Release issued February 26, 2008.

 


This excerpt taken from the LAVA 8-K filed Feb 22, 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:

 

¨ 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))

 

 

 


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