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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
November 18, 2004
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Autodesk, Inc.
(Exact name of registrant as specified in its charter)
Delaware 000-14338 94-2819853
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
111 McInnis Parkway
San Rafael, California 94903
(Address of principal executive offices, including zip code)
(415) 507-5000
(Registrant's telephone number, including area code)
(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))
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Item 8.01. Other Events
On November 18, 2004, Autodesk, Inc. issued a press release announcing
that its board of directors has declared a 2-for-1 stock split on its common
stock in the form of a stock dividend to be paid on December 20, 2004 to
stockholders of record as of the close of business on December 6, 2004.
In addition, Autodesk announced that it will discontinue its quarterly
cash dividend effective after the dividend for the fourth quarter of fiscal 2005
in March 2005.
A copy of the press release announcing the stock split and the
discontinuation of Autodesk's quarterly cash dividend is filed herewith as
Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
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99.1 Press Release, dated as of November 18, 2004, entitled
"Autodesk Announces 2-for-1 Stock Split; Plans to Discontinue
Cash Dividend."
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/ Alfred J. Castino
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Alfred J. Castino
Senior Vice President and
Chief Financial Officer
Date: November 18, 2004
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release, dated as of November 18, 2004, entitled
"Autodesk Announces 2-for-1 Stock Split; Plans to Discontinue
Cash Dividend."
Exhibit 99.1
Autodesk Announces 2-for-1 Stock Split
Plans to Discontinue Cash Dividend
SAN RAFAEL, Calif., Nov. 18 /PRNewswire-FirstCall/ -- Autodesk Inc.
(Nasdaq: ADSK), a global software and services company today announced that
its board of directors has declared a 2-for-1 stock split on its common stock.
The primary purpose of the stock split is to provide greater liquidity and
wider distribution for stockholders and to allow the stock to be more
accessible and attractive to a broader range of investors. The 2-for-1 split
will be effected as a stock dividend. Stockholders as of the close of business
on December 6, 2004, will be issued one additional share for each share of
common stock held on the record date, with a payment date of December 20,
2004. The stock split will increase the number of shares outstanding from
approximately 114 million shares to approximately 228 million shares.
In addition, the company announced that it will discontinue its $0.03 per
share quarterly dividend. The company believes that shareholder interests will
be better served by eliminating the payment. Autodesk's dividend currently
yields 0.2 percent. Dividend payments will cease after the payment in March
2005.
"Autodesk performance has been outstanding," said Carol Bartz, Autodesk
chairman and CEO. "We believe we have opportunities to continue to drive
revenues with growth initiatives, including continued migration to our 3D
products and increasing adoption of our lifecycle management solutions. The
stock split recognizes our strong performance and our confidence in the
future."
Safe Harbor Statement
This press release contains forward-looking statements regarding our
future opportunities, performance and growth initiatives that involve risks
and uncertainties. Factors that could cause actual results to differ
materially include the following: general market and business conditions,
failure to achieve sufficient sell-through in our channels for new or existing
products, failure of key new applications to achieve anticipated levels of
customer acceptance, pricing pressure, failure to achieve anticipated cost
reductions, delays in the release of new products and services, failure to
achieve continued success in technology advancements, changes in accounting
rules, particularly related to stock option expensing, changes in foreign
currency rates, failure to successfully integrate new or acquired businesses,
financial and business condition of our reseller and distribution channels,
renegotiation or termination of royalty or intellectual property arrangements,
failure to achieve continued migration from our 2D products to our 3D
products, and failure to grow lifecycle management or collaboration products.
Further information on potential factors that could affect the financial
results of Autodesk are included in the company's report on Form 10-K for the
year ended January 31, 2004, and Form 10-Q for the quarter ended July 31,
2004, which are on file with the Securities and Exchange Commission.
About Autodesk
Autodesk, Inc. is wholly focused on ensuring that great ideas are turned
into reality. With six million users, Autodesk is the world's leading software
and services company for the building, manufacturing, infrastructure, digital
media, and wireless data services fields. Autodesk's solutions help customers
create, manage, and share their data and digital assets more effectively. As
a result, customers turn ideas into competitive advantage by becoming more
productive, streamlining project efficiency, and maximizing profits.
Founded in 1982, Autodesk is headquartered in San Rafael, California. For
additional information about Autodesk, please visit www.autodesk.com.
CONTACT:
Investors: Sue Pirri, sue.pirri@autodesk.com, 415-507-6467
John Clancy, john.clancy@autodesk.com, 415-507-6373
Press: Kathleen O'Boyle, Kathleen.oboyle@autodesk.com, 415-507-6465
Nicole Pack, nicole.pack@autodesk.com, 415-507-6282
SOURCE Autodesk, Inc.
-0- 11/18/2004
/CONTACT: investors, Sue Pirri, +1-415-507-6467, or
sue.pirri@autodesk.com, or John Clancy, +1-415-507-6373,
john.clancy@autodesk.com, or media, Kathleen O'Boyle, +1-415-507-6465, or
Kathleen.oboyle@autodesk.com, Nicole Pack, +1-415-507-6282, or
nicole.pack@autodesk.com, all of Autodesk/
/Web site: http://www.autodesk.com/
(ADSK)
CO: Autodesk, Inc.
ST: California
IN: CPR STW
SU: DIV