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Ikos Systems Inc – ‘10-Q’ for 3/30/96

As of:  Monday, 5/13/96   ·   For:  3/30/96   ·   Accession #:  898430-96-1783   ·   File #:  0-18623

Previous ‘10-Q’:  ‘10-Q’ on 2/12/96 for 12/30/95   ·   Next:  ‘10-Q’ on 8/13/96 for 6/29/96   ·   Latest:  ‘10-Q’ on 2/12/02 for 12/29/01

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 5/13/96  Ikos Systems Inc                  10-Q        3/30/96    3:31K                                    Donnelley R R & S… 05/FA

Quarterly Report   —   Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      12     61K 
 2: EX-11.1     Computation of Earnings Per Share                      1      5K 
 3: EX-27       Financial Data Schedule                                2      6K 


10-Q   —   Quarterly Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
2Item 1:. Financial Statements PAGE
3Item 1. Financial Statements
7Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
10Items 1-5. Not Applicable
"Item 6. Exhibits and Reports on Form 8-K
12Signatures
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================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- FORM 10-Q (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarter ended March 30, 1996 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __________ to __________ COMMISSION FILE NUMBER 0-18623 ------------------- IKOS SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 77-0100318 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 19050 PRUNERIDGE AVE., CUPERTINO, CA 95014 (Address of principal executive offices) (zip code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 255-4567 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. COMMON STOCK $.01 PAR VALUE 7,264,000 --------------------------- (Title of Class) (Outstanding as of March 30, 1996) ================================================================================
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IKOS SYSTEMS, INC. FORM 10-Q QUARTER ENDED MARCH 30, 1996 INDEX ----- Part I: Financial Information [Download Table] Item 1: Financial Statements PAGE Consolidated Balance Sheets at March 30, 1996 and September 30, 1995.............. 3 Consolidated Statements of Income for the three and six months ended March 30, 1996 and April 1, 1995................... 4 Consolidated Statements of Cash Flows for the six months ended March 30, 1996 and April 1, 1995................... 5 Notes to Consolidated Financial Statements........... 6 Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations... 8 Part II: Other Information Item 6: Exhibits and Reports on Form 8-K ................ 10 Signatures................................................ 12 2
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PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS IKOS SYSTEMS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except per share amounts) [Enlarge/Download Table] March 30, September 30, 1996 1995 ----------- -------------- (Unaudited) (1) ASSETS Current assets: Cash and cash equivalents.................................... $ 13,166 $ 7,305 Short-term investments....................................... 9,616 450 Accounts receivable (net of allowances for doubtful accounts of $221 and $171, respectively)........... 3,857 6,046 Inventories.................................................. 2,121 1,328 Prepaid expenses and other current assets.................... 280 271 -------- -------- Total current assets....................................... 29,040 15,400 Equipment and leasehold improvements: Office and evaluation equipment.............................. 3,197 2,730 Machinery and equipment...................................... 5,131 4,985 Leasehold improvements....................................... 303 287 -------- -------- 8,631 8,002 Less allowances for depreciation and amortization.......... (6,292) (6,363) -------- -------- 2,339 1,639 Other assets.................................................. 1,455 113 -------- -------- $ 32,834 $ 17,152 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable............................................. $ 2,719 $ 1,613 Accrued payroll and related expenses......................... 1,427 1,195 Accrued commissions.......................................... 186 697 Income taxes payable......................................... 275 188 Other accrued liabilities.................................... 168 480 Deferred maintenance revenues................................ 3,971 3,030 Current portion of long-term debt............................ 450 688 -------- -------- Total current liabilities.................................. 9,196 7,891 Long-term debt, less current portion.......................... 800 1,300 Accrued rent.................................................. 248 251 Stockholders' equity: Preferred stock, $.01 par value; 10,000 shares authorized, none issued or outstanding.................................. -- -- Common stock, $.01 par value; 25,000 shares authorized, 7,264 and 5,886 issued and outstanding, respectively........ 73 59 Additional paid-in capital................................... 38,115 27,034 Accumulated deficit.......................................... (15,598) (19,383) -------- -------- Total stockholders' equity................................. 22,590 7,710 -------- -------- $ 32,834 $ 17,152 ======== ======== (1) These amounts have been derived from audited financial statements See notes to consolidated financial statements. 3
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IKOS SYSTEMS, INC. CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share amounts) (Unaudited) [Enlarge/Download Table] Three Months Ended Six Months Ended ---------------------- ---------------------- March 30, April 1, March 30, April 1, 1996 1995 1996 1995 ---------- --------- ---------- --------- Net revenues: Product............................... $ 9,332 $5,504 $16,971 $10,534 Maintenance........................... 1,822 1,176 3,460 2,254 ------- ------ ------- ------- Total net revenues............... 11,154 6,680 20,431 12,788 Cost of revenues: Product............................... 2,066 1,447 3,983 2,761 Maintenance........................... 331 216 550 546 ------- ------ ------- ------- Total cost of revenues........... 2,397 1,663 4,533 3,307 ------- ------ ------- ------- Gross profit............................ 8,757 5,017 15,898 9,481 Operating expenses: Research and development.............. 1,727 1,035 3,268 1,954 Sales and marketing................... 3,417 2,686 6,911 5,268 General and administrative............ 1,034 551 1,723 1,034 ------- ------ ------- ------- Total operating expenses......... 6,178 4,272 11,902 8,256 ------- ------ ------- ------- Income from operations.................. 2,579 745 3,996 1,225 Other income (expense): Interest income....................... 285 26 482 49 Interest expense...................... (24) (25) (42) (63) Other income.......................... 30 29 59 58 ------- ------ ------- ------- Total other income............... 291 30 499 44 ------- ------ ------- ------- Income before income taxes.............. 2,870 775 4,495 1,269 Provision for income taxes.............. 460 60 710 106 ------- ------ ------- ------- Net income.............................. $ 2,410 $ 715 $ 3,785 $ 1,163 ======= ====== ======= ======= Net income per share.................... $0.31 $0.12 $0.49 $0.20 ======= ====== ======= ======= Common and common equivalent shares used in computing per share amounts... 7,843 6,011 7,681 5,897 ======= ====== ======= ======= See notes to consolidated financial statements. 4
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IKOS SYSTEMS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Increase (decrease) in cash and cash equivalents in thousands (Unaudited) [Download Table] Six Months Ended ---------------------- March 30, April 1, 1996 1995 ---------- --------- Operating activities: Net income.............................................. $ 3,785 $ 1,163 Adjustment to reconcile net income to net cash provided by operating activities: Depreciation and amortization.......................... 493 684 Loss on retirement of equipment........................ 19 2 Deferred rent.......................................... (3) 18 Changes in operating assets and liabilities: Accounts receivable.................................... 2,189 (1,919) Inventories............................................ (793) (65) Prepaid expenses and other current assets.............. (9) (38) Other assets........................................... (92) (12) Accounts payable....................................... 1,106 283 Accrued payroll and other expenses..................... 232 13 Accrued commissions.................................... (511) (328) Income taxes payable................................... 87 (20) Other accrued liabilities.............................. (312) (58) Deferred maintenance revenues.......................... 941 437 -------- ------- Net cash provided by operating activities............ 7,132 160 Investing activities: Purchases of equipment and leasehold improvements....... (1,212) (418) Investment in Virtual Machine Works, Inc................ (1,250) -- Purchase of short-term investments...................... (10,755) (14) Maturities of short-term investments.................... 1,589 -- -------- ------- Net cash used in investing activities................. (11,628) (432) Financing activities: Principal payments on long-term debt.................... (738) (250) Sale of common stock.................................... 11,095 60 -------- ------- Net cash provided by (used in) financing activities... 10,357 (190) -------- ------- Increase (decrease) in cash and cash equivalents......... 5,861 (462) Cash and cash equivalents at beginning of period......... 7,305 3,422 -------- ------- Cash and cash equivalents at end of period............... $ 13,166 $ 2,960 ======== ======= See notes to consolidated financial statements. 5
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IKOS SYSTEMS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. Basis of Presentation The accompanying consolidated financial statements at March 30, 1996 and for the three and six month periods ended March 30, 1996 and April 1, 1995, have been prepared in conformity with generally accepted accounting principles, consistent with those applied in, and should be read in conjunction with, the audited consolidated financial statements for the year ended September 30, 1995 included in the Form 10-K as filed with the Securities and Exchange Commission on December 22, 1995. The unaudited interim financial information reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair statement of results for the interim periods presented. The results for the three and six month periods ended March 30, 1996 are not necessarily indicative of results expected for the full year. 2. Revenue Recognition Product revenues, which include licensing and software revenues, are generally recognized on shipment provided that no significant vendor or post-contract support obligations remain outstanding and collection of the resulting receivable is deemed probable. Insignificant vendor and post- support obligations are accrued upon shipment. Revenue under maintenance contracts is recognized ratably over the term of the related contract, generally twelve months. 3. Inventories Inventories are stated at the lower of cost (first-in, first-out) or market and consisted of (in thousands): [Download Table] March 30, September 30, 1996 1995 --------- -------------- Purchased parts $ 164 $ 347 Work-in-process 1,497 563 Finished goods 460 418 ------ ------ Total inventories $2,121 $1,328 ====== ====== 4. Net Income Per Share Net income per share is based on the weighted average number of common shares outstanding during the period. Common equivalent shares from dilutive options have been included in the computation using the treasury stock method. 5. Subsequent Event In March 1996, the Company entered into a binding letter of intent to acquire Virtual Machine Works Inc. (VMW), a developer of logic emulator products. Under the terms of the letter of intent, if the deal is consummated, the Company will pay approximately $10,000,000 in cash and issue approximately $5,000,000 in stock and stock options to the VMW stock and option holders plus acquisition costs. In connection with the proposed acquisition, the Company advanced VMW approximately $1,250,000 in exchange for a note. The advance is included in other assets in the accompanying financial statements. The Company may advance VMW an additional $1,250,000 prior to the closing. In the event the acquisition is not completed, any cash advances will be converted to stock of VMW. The transaction is expected to be completed in May 1996. In connection with the acquisition, the Company expects to write off up to $10,000,000 of the acquisition price related to the in-process research and development being acquired. 6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS NET REVENUES Net revenues for the three month period ended March 30, 1996 were $11,154,000, an increase of approximately 67% over the same quarter in fiscal 1995. Revenues for the six month period ended March 30, 1996 were $20,431,000, representing an increase of approximately 60% over the same period in 1995. The increase for the three and six month periods ended March 30, 1996 is primarily the result of the continued growth in sales of the Voyager product line (primarily the NSIM product) and the Gemini product line which was introduced during the second half of fiscal year 1995. These products contributed the vast majority of product net revenues during the three and six months ending March 30, 1996. Maintenance revenue for the three and six months ended March 30, 1996 increased 55% and 54%, respectively, over the same periods of the previous fiscal year as a result of growth in the installed base of systems. International sales for the three and six months ended March 30, 1996, were $4,416,000 and $6,364,000, respectively, representing increases of approximately 102% and 64%, respectively, over the same periods in fiscal 1995. International sales accounted for approximately 39% and 31% of total sales, respectively, for the same current year periods. GROSS PROFIT MARGINS Gross profit margins improved to approximately 78% of net revenues for each of the three and six months ended March 30, 1996, as compared to 75% and 74%, respectively, for the same periods of fiscal 1995. The increase for the three month period was primarily the result of a change in product mix to a greater percentage of higher margin newer products. The increase for the six months ended March 30, 1996 was primarily the result of increased maintenance revenues without any significant increases in maintenance costs as well as the positive margin impact from product revenue mix generated in the second quarter. RESEARCH AND DEVELOPMENT EXPENSES Research and development expenses for the three and six months ended March 30, 1996 were $1,727,000 and $3,268,000, respectively, each representing an increase of approximately 67% over the same period of fiscal year 1995. The increase for the three month period was primarily the result of increased headcount and associated expenses. In addition to the increased personnel expenses, research and development costs increased significantly during the six month period as a result of the acquisition in the first quarter of 1996 of certain technology that had not yet reached technological feasibility and did not have alternative future uses. The Company expects research and development expenses to increase in absolute dollars over the remainder of the year as the Company continues its product enhancement, new product development and technology development programs. 7
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SALES AND MARKETING EXPENSES Sales and marketing expenses for the three and six month periods ended March 30, 1996, increased to $3,417,000 and $6,911,000, respectively, representing increases of 27% and 31%, respectively, when compared to the same periods in fiscal 1995. The increases are primarily the result of increased headcount, increased commissions as a result of higher revenue levels and increased expenses for international operations. Sales and marketing expenses are expected to continue to increase in absolute dollars over the next two fiscal quarters reflecting increased headcount, commission expense and marketing expenses. GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses were $1,034,000 and $1,723,000 for the three and six month periods ended March 30, 1996, respectively, representing an increase of 88% and 67%, respectively, for the same periods in fiscal 1995. The increases are due primarily to additional headcount, increased investor relations expenses, professional services and profit sharing expenses. General and administrative expenses are expected to increase slightly in absolute dollars and decrease as a percentage of net revenues over the remainder of fiscal 1996. INCOME TAXES The provision for income taxes consists primarily of federal alternative minimum tax, state and foreign taxes and Japanese withholding taxes. The tax rate is substantially below the federal statutory rate due to the utilization of net operating loss carryovers for which no benefit has previously been taken. LIQUIDITY AND CAPITAL RESOURCES As of March 30, 1996, the Company had $22,782,000 in cash, cash equivalents and short term investments which compared to $7,755,000 as of September 30, 1995. Net cash provided by operating activities was $7,132,000 for the six months ended March 30, 1996 and was primarily due to net income plus depreciation and amortization, a reduction in outstanding accounts receivable, increased deferred maintenance revenues and accounts payable partially offset by an increase in inventories and a decrease in accrued commissions and other accrued liabilities. Net cash used in investing activities was approximately $11,628,000 due primarily to the advance to VMW of $1,250,000 and the net purchases of approximately $9,166,000 of short-term investments and $1,212,000 of equipment, primarily engineering workstations, during the six months ended March 30, 1996. The Company expects additional capital expenditures throughout the remainder of the year as expected headcount additions will require additional engineering workstations. Net cash provided by financing activities for the six months ended March 30, 1996 was $10,357,000 which was a result of the completion of the Company's public stock offering in October 1995 and the exercise of options by Company employees. Proceeds from the sale of 1,150,000 shares of common stock, net of offering costs, were approximately $10,450,000. Offsetting the increases in cash provided by financing activities were principal payments of approximately $738,000 on long-term debt. 8
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During the quarter, the Company signed a binding letter of intent to acquire Virtual Machine Works, Inc. (VMW). Under the terms of the letter of intent, if the acquisition is consummated, the Company will pay approximately $10,000,000 in cash and $5,000,000 in stock and stock options to VMW stock and option holders plus acquisition costs. In connection with the proposed acquisition, the Company advanced VMW approximately $1,250,000 in exchange for a note. The Company may advance VMW an additional $1,250,000 prior to the closing. In the event the acquisition is not completed, any cash advances will be converted to stock of VMW. As a result of the proposed acquisition, the Company is expecting to take a one-time charge of up to $10,000,000 relating to in-process research and development. The majority of initial expenditures are expected to be in the research and development area as the Company attempts to get VMW products developed and ready for sale. Such efforts may require additional capital equipment spending and other such costs in the near-term, including anticipated integration costs. As a result of the anticipated one-time charge and increased research and development spending generated by the on-going VMW operations, the Company may incur a net loss for the third quarter ending June 29, 1996 and for the year ending September 28, 1996. The transaction is expected to be completed in May 1996. The Company's primary unused sources of funds at March 30, 1996, consisted of $22,782,000 of cash, cash equivalents and short term investments. The Company believes that its present cash position and cash generated from operations will be sufficient to meet its anticipated financing needs for the proposed VMW acquisition and its capital and operational needs for at least the next twelve months. The Company's future cash requirements may also be financed through additional equity or debt financing. Forward-looking statements in this Quarterly Report on Form 10-Q are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including, without limitation, a developing market and continued acceptance of the Company's products, changes in the marketplace and increased levels of competition for the Company, the Company's dependence upon third-party suppliers and the Company's intellectual property rights. Further information on potential factors which could affect the Company's financial results are included in the Company's Annual Report on Form 10-K for the year ended September 30, 1995 and the Company's Registration Statement on Form S-2, effective October 12, 1995. 9
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PART II. OTHER INFORMATION ITEMS 1-5. NOT APPLICABLE. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (a) INDEX TO EXHIBITS Exh. No. Documentation Description Page -------- ------------------------- ---- 4.1 Certificate of Amendment of Certificate of Incorporation filed May 5, 1994. (Incorporated by reference to Exhibit 4.1 of the Company's registration statement on Form S-2 effective October 12, 1995.) 4.2 Certificate of Amendment of Certificate of Incorporation filed April 24, 1995. (Incorporated by reference to Exhibit 4.2 of the Company's registration statement on Form S-2 effective October 12, 1995.) 4.4 Rights Agreement dated as of January 27, 1992 between the Company and Manufacturers Hanover Trust Company of California, Rights Agent. (Incorporated by reference to Exhibit (C)1, in the Company's current report on Form 8-K filed February 10, 1992.) 10.1 Lease Agreement for the Company's principal facility dated March 20, 1992, between Ames Avenue Associates and the Company, as amended. (Incorporated by reference to Exhibit 10.1 of the Company's annual report on 10-K for the year ending September 26, 1992.) 10.2 Form of Director and Officer Indemnity Agreement. (Incorporated by reference to Exhibit 10.6 of the Company's registration statement on Form S-1 effective July 25, 1990.) 10.3 1988 Stock Option Plan. (Incorporated by reference to Exhibit 10.14 of the Company's registration statement on Form S-1 effective July 25, 1990.) 10.4 Patent Cross License Agreement dated May 17, 1989 with Zycad Corporation. (Incorporated by reference from Zycad Corporation's Annual Report on Form 10-K filed April 2, 1990.) (Incorporated by reference to Exhibit 10.20 of the Company's registration statement on Form S-1 effective July 25, 1990.) 10.5 International Distributorship Agreement dated April 11, 1988, with C. Itoh & Co., Ltd. (with certain confidential portions excised). (Incorporated by reference to Exhibit 10.24 of the Company's registration statement on Form S-1 effective July 25, 1990.) 10.6 OEM Software License Agreement between CAD Language Systems, Inc. and IKOS Systems, Inc. dated June 22, 1989 and amendment dated September 1991. (Incorporated by reference to Exhibit 10.18 of the Company's Annual Report for the year ended September 28, 1991.) 10
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Exh. No. Documentation Description Page -------- ------------------------- ---- 10.7 Technology Transfer and Joint Development Agreement with Racal-Redac, Inc. dated July 1, 1993 (with certain portions excised). (Incorporated by reference to Exhibit 10.19 of the Company's quarterly report on Form 10-Q for the quarter ended July 3, 1993.) 10.8 Settlement Agreement and Release dated March 31, 1994 between Racal Redac, Inc. and the Company. (Incorporated by reference to Exhibit 10.13 of the Company's registration statement on Form S-2 effective October 12, 1995.) 10.9 Software License Agreement dated December 31, 1993 between Compass Design Automation and the Company. (Incorporated by reference to Exhibit 10.17 of the Company's quarterly report on Form 10-Q for the quarter ended January 1, 1994.) 10.10 Agreement dated June 2, 1994, between the Company and Gerald S. Casilli. (Incorporated by reference to Exhibit 10.18 of the Company's quarterly report on Form 10-Q for the quarter ended July 2, 1994.) 10.11 Agreement dated June 2, 1994, between the Company and William B. Fazakerly. (Incorporated by reference to Exhibit 10.18 of the Company's quarterly report on Form 10-Q for the quarter ended July 2, 1994.) 10.12 Agreement dated June 2, 1994, between the Company and Daniel R. Hafeman. (Incorporated by reference to Exhibit 10.18 of the Company's quarterly report on Form 10-Q for the quarter ended July 2, 1994.) 10.13 Agreement dated June 2, 1994, between the Company and Stephen M. McLaughlin. (Incorporated by reference to Exhibit 10.18 of the Company's quarterly report on Form 10-Q for the quarter ended July 2, 1994.) 10.14 Agreement dated June 2, 1994, between the Company and Lawrence A. Melling. (Incorporated by reference to Exhibit 10.18 of the Company's quarterly report on Form 10-Q for the quarter ended July 2, 1994.) 10.15 Agreement dated June 2, 1994, between the Company and Ramon A. Nunez. (Incorporated by reference to Exhibit 10.18 of the Company's quarterly report on Form 10-Q for the quarter ended July 2, 1994.) 10.16 Agreement dated June 2, 1994, between the Company and Joseph W. Rockom. (Incorporated by reference to Exhibit 10.18 of the Company's quarterly report on Form 10-Q for the quarter ended July 2, 1994.) 10.17 The Company's 1995 Outside Directors Stock Option Plan. (Incorporated by reference to Exhibit 10.22 of the Company's registration statement on Form S-2 effective October 12, 1995.) 11
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Exh. No. Documentation Description Page -------- ------------------------- ---- 10.18 Development and OEM Agreement for Verilog/IKOS Co-simulation Interface dated August 26, 1994 by and between the Company and Precedence Incorporated. (Incorporated by reference to Exhibit 10.24 of the Company's registration statement on Form S-2 effective October 12, 1995.) 10.19 Agreement dated June 19, 1995 by and between the Company and William B. Fazakerly. (Incorporated by reference to Exhibit 10.20 of the Company's annual report on Form 10-K for the year ended September 30, 1995.) 10.20 Amendment to OEM Agreement for the acquisition of certain software technology, by and between Compass Design Automation, Inc. and the Company dated December 27, 1995. (Incorporated by reference to Exhibit 10.19 of the Company's quarterly report on Form 10-Q for the quarter ended December 30, 1995). 10.21 Amended and Restated Employment Agreement dated August 1, 1995 by and between the Company and Ramon Nunez. (Incorporated by reference to Exhibit 10.19 of the Company's quarterly report on Form 10-Q for the quarter ended December 30, 1995). 11.1 Statements of Computation of Earnings Per Share 27.1 Financial Data Schedule (b) REPORTS ON FORM 8-K - Not applicable 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 thereunto duly authorized. IKOS SYSTEMS, INC. ------------------ Registrant Date: May 13, 1996 /s/ Joseph W. Rockom ------------ ---------------------------- (JOSEPH W. ROCKOM, CFO) Principal Financial Officer, Duly Authorized Officer 12

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