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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
- ------ EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR
ENDED JANUARY 31, 1997
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
- ------ EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER: 0-14338
AUTODESK, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-2819853
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) Identification No.)
111 MCINNIS PARKWAY, SAN RAFAEL, CALIFORNIA 94903
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 507-5000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, $0.01 PAR VALUE
(Title of Class)
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 by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant, based upon the closing sale price of the Common Stock on April 21,
1997 as reported on the Nasdaq National Market, was approximately
$1,117,000,000. Shares of Common Stock held by each officer and director and by
each person who owns 5% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. This determination
of affiliate status is not necessarily a conclusive determination for other
purposes.
As of April 21, 1997, Registrant had outstanding 47,660,000 shares of Common
Stock.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Stockholders for the fiscal year ended January
31, 1997 are incorporated by reference into Parts II and IV. Portions of the
Proxy Statement for Registrant's 1997 Annual Meeting of Stockholders to be held
June 26, 1997 are incorporated by reference in Part III.
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PART I
FORWARD LOOKING INFORMATION
The forward-looking statements included in this report, which reflect
management's best judgment based on factors currently known, involve risks and
uncertainties. Actual results could differ materially from those anticipated in
the forward-looking statements included herein as a result of a number of
factors, including but not limited to those discussed in Item 7, "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
incorporated by reference to pages 24 through 32 of the Company's 1997 Annual
Report to Stockholders.
ITEM 1. BUSINESS
GENERAL
Autodesk, Inc. ("Autodesk" or the "Company") is a leader in the development
and marketing of design and drafting software and multimedia tools, primarily
for the business and professional environment. The Company's flagship product,
AutoCAD, is one of the world's leading computer-aided design ("CAD") tools, with
an installed base of more than 1.6 million units worldwide. The Company's
software products are sold worldwide, primarily through a network of dealers and
distributors.
In February 1995, the Company realigned its internal marketing and
development organizations around the five key market groups that most closely
match Autodesk's customer base. Each market group incorporates product
development, quality assurance, technical publications, and product industry
marketing. These market groups are discussed below.
Architecture, Engineering and Construction ("AEC"). The architecture,
--------------------------------------------------
engineering, construction and facilities management industries utilize software
from the Company and third-party developers to manage every phase of a
building's life cycle--from conceptual design through construction, maintenance
and renovation. CAD is an integral part of today's building design and
construction process. The Company believes that the majority of its CAD sales
are directed to the AEC industry.
Mechanical Computer-Aided Design ("MCAD"). The Company's Mechanical CAD
-----------------------------------------
Market Group is dedicated to providing mechanical engineers, designers and
drafters with advanced, value-based software solutions that help solve their
professional design challenges. Autodesk's MCAD products include Mechanical
Desktop, AutoCAD Designer, and AutoSurf software.
Geographic Information Systems ("GIS"). The Company's GIS Market Group
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strategy is to provide easy-to-use mapping and GIS technology to help businesses
and governments manage their assets and infrastructure. The GIS Market Group is
assisting automated mapping/facilities managers, as well as GIS and CAD users,
to share mapping, GIS, and associated information in a corporate environment.
The Company's current GIS products include AutoCAD Map, Autodesk MapGuide, and
AutoCAD Data Extension ("ADE").
Data Management ("DM"). The Data Management Market Group develops and
----------------------
markets products that allow users to organize, access, share, view, and manage
design-related information. DM products offered by the Company include
WorkCenter and Autodesk View.
Kinetix. The Kinetix division of Autodesk (formerly Autodesk's Multimedia
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Market Group) is devoted to bringing powerful 3D content-creation software to
computer-industry professionals focused on film, video, interactive games, and
design visualization. Products offered by this market group include 3D Studio
MAX, 3D Studio, and AutoVision.
In addition to the five market groups discussed above, the Company has an
Advanced Products Group ("APG") which focuses on business opportunities adjacent
to and outside of Autodesk's original market of design and drafting
professionals. The goal of APG is to expand Autodesk's traditional customer base
of architects and engineers by, for example, creating products for individuals
in associated trades, such as landscaping and interior design. The first in a
series of APG retail products, Picture This Home! Kitchen, was launched in
January 1997.
2
RECENT DEVELOPMENTS
In March 1997, the Company exchanged approximately 2.9 million shares of its
common stock for all of the outstanding shares of Softdesk, Inc. ("Softdesk"), a
leading supplier of AEC software. To assist in the allocation of the purchase
price, an independent valuation of Softdesk is being completed. The Company
expects that it will allocate approximately $45 to $55 million to in-process
research and development and charge this amount to operations in the first
quarter of fiscal year 1998. The Company also expects to incur an additional
significant charge to operations, which is currently expected to be $3 million
to $4 million, to reflect costs associated with integrating the two companies.
Costs generally associated with this type of integration that may be incurred by
the Company include the write-off of capitalized software, closing of excess
facilities, and disposition of excess equipment. There can be no assurance that
Autodesk will not incur additional charges to reflect costs associated with this
merger or that management will be successful in its efforts to integrate the
operations of the two companies. Failure to effectively accomplish the
integration of the operations of the Company and Softdesk would have a material
adverse effect on Autodesk's business, consolidated results of operations and
financial condition. Moreover, uncertainty in the marketplace or customer
hesitation relating to the Softdesk merger could negatively affect the Company's
business, results of operations, and financial condition.
PRODUCTS
The Company's primary CAD software products include AutoCAD and AutoCAD LT.
AutoCAD
- -------
AutoCAD software is a general-purpose CAD tool used independently and in
conjunction with specific applications designed to work with AutoCAD in fields
ranging from architecture and mechanical design to plant design and mapping.
Professionals utilize AutoCAD for design, modeling, drafting, mapping,
rendering, and management tasks. The most current version, AutoCAD Release 13,
was introduced in November 1994. AutoCAD runs on MS-DOS, Windows 95, Windows NT
for both Intel and Alpha, Windows 3.1, and certain UNIX-based platforms (Sun
Solaris, HP-UX, Silicon Graphics IRIX, and IBM AIX). The installed base of
AutoCAD exceeds 1.6 million units. Because AutoCAD software's DWG files are
portable across many platforms and operating systems, it is a viable solution
for customers with multiple computer systems who need to exchange drawing files
in such an environment.
Advanced AutoCAD functionality includes a comprehensive 2D and 3D drafting
feature set. AutoCAD also has integrated 3D solid modeling, rendering, extensive
2D geometry such as NURBS (nonuniform rational B-spline) surfaces, and
constraints, associative hatching, streamlined dimensioning, and text editing
with a built-in spell checker.
AutoCAD software's open-system architecture allows users to adapt AutoCAD
to unique professional requirements with any of more than 5,000 independently
developed add-on applications. Independent application developers can use the
AutoCAD Runtime Extension ("ARX") programming environment to take advantage of
the rearchitected core technology contained in AutoCAD Release 13, which
incorporates object-oriented programming to provide a foundation for the
development of custom, market-specific applications.
Sales of AutoCAD and AutoCAD updates accounted for approximately 70 percent
of Autodesk's revenues in fiscal year 1997 as compared to approximately 80
percent in fiscal years 1996 and 1995. The Company currently anticipates that
the next release of AutoCAD will begin shipping in the second quarter of fiscal
year 1998.
Autodesk is committed to enhancing AutoCAD software's core technology while
at the same time extending Autodesk's reach with complementary products of
varying price and functionality, some of which are described below.
3
AutoCAD LT
- ----------
AutoCAD LT for the Windows 3.1 and Windows 95 operating systems is a
low-cost CAD package offering a wide range of 2D and basic 3D drafting
capabilities. With an installed base of more than 450,000 seats, AutoCAD LT is
intended for CAD managers, designers, and engineers who need a powerful,
stand-alone CAD tool, but who do not require the advanced feature set in
AutoCAD. AutoCAD LT software contains an extensive 2D drafting toolset as well
as 3D lines and polylines with quick shading and hidden-line removal. Other
features include Aerial View for panning and zooming and Paper Space for
scaling, annotating, and assembling multiple drawing views before plotting.
Operating in the Windows environment with pull-down menus, customizable toolbar,
toolbox, menus, and scripts, as well as dialog boxes and icons, AutoCAD LT is
easy to learn and use. It supports the Windows Clipboard, as well as Object
Linking and Embedding, which allows users to link AutoCAD LT drawings to other
Windows applications such as Microsoft Word or Excel. AutoCAD LT for Windows 95
has complete data compatibility with AutoCAD Release 13, which allows the
exchange of drawings without requiring translation, ensuring greater speed and
accuracy.
AutoSketch
- ----------
AutoSketch for Windows is a low-cost, entry-level 2D drafting package that
can be used for creating technical diagrams, architectural layouts, electrical
drawings, mechanical plans, information graphics, and presentations. AutoSketch
offers easy tool customization; 13 library packs with more than 2,000 predrawn
symbols; extensive editing capabilities; double-precision geometry; and the
ability to write DWG files for AutoCAD and AutoCAD LT users.
AutoCAD OEM
- -----------
AutoCAD OEM ("Original Equipment Manufacturer") for Windows-based operating
systems is a selectively licensed CAD engine offering a complete
application-development environment for creating and delivering targeted or
niche solutions with scaled feature sets. It is for developers, system
integrators, and commercial software developers who require an embeddable CAD
system which gives them the ability to scale and control the application feature
set. AutoCAD OEM provides developers with a complete toolkit of AutoCAD features
and application programming interfaces ("API's") including object-oriented ARX
capabilities, a full suite of drawing and editing functions as well as AutoLISP,
a LISP API, and the AutoCAD Development System, a C programming interface. These
capabilities enable development of new products for new markets untapped by
traditional CAD products and solutions.
Autodesk's MCAD products include Mechanical Desktop and the Autodesk
Mechanical Library, which are discussed below.
Mechanical Desktop
- ------------------
Mechanical Desktop software is an integrated software application that
unites advanced 2D and 3D mechanical design capabilities for PCs. The Mechanical
Desktop contains integrated modules for parametric feature-based solid modeling,
surface modeling, and assembly modeling; 2D design/drafting and bidirectional
associative drafting; as well as the Autodesk IGES Translator for AutoCAD
Release 13, which enables users to accurately and efficiently exchange all
versions of IGES (Initial Graphics Exchange Specification)-formatted files.
Mechanical Desktop Release 1.2 which was released in March 1997, includes an
Express User Interface, featuring a context-sensitive menu structure,
Edit-in-Place assembly functionality in which individual components can be
edited or created directly in the context of their targeted assemblies as well
as improved integration with the Company's WorkCenter, 3D Studio, Autodesk View
and AutoCAD software products. Advanced ordinate dimensioning, editing and
display of crosshatch patterns, surface scaling, section view, and
bill-of-materials generation are among the features included in the related
release of Mechanical Desktop software.
4
Autodesk Mechanical Library
- ---------------------------
Available on CD-ROM via a regularly updated subscription service from
Autodesk Data Publishing, the Autodesk Mechanical Library currently consists of
two titles: PartSpec and MaterialSpec. PartSpec contains more than 500,000 parts
from over 70 manufacturers and MaterialSpec contains more than 25,000 material
types. Sophisticated search capabilities allow users to search the PartSpec
database by product, manufacturer, part number or performance specifications.
Once a part is located, users can insert a part drawing directly into an AutoCAD
drawing. PartSpec and the Mechanical Library also seamlessly integrate with the
Autodesk Mechanical Desktop.
Autodesk's GIS Market Group offers a family of GIS products, tools, and
developer programs to address the unique requirements of customers who use
geographic information. These products are discussed below.
AutoCAD Map
- -----------
AutoCAD Map software is the first AutoCAD-based automated-mapping product
for professional planners, utility managers, and technicians who create and
maintain their own maps. Built with AutoCAD software, AutoCAD Map focuses on
five key areas: digital map creation, analysis, maintenance of up-to-date maps,
data exchange, and publishing. The application programming interface ("API") in
AutoCAD Map lets developers build vertical applications for industries such as
telecommunications, utilities, oil and gas, state and local government, and
natural resource and environmental engineering. AutoCAD Map also contains the
object-oriented power of ARX, a C++ application development environment that
allows custom applications to operate directly within the AutoCAD Release 13
system architecture. As a result, more than 75 developers are providing
applications for the AutoCAD Map platform.
MapGuide
- --------
Released in October 1996, MapGuide is a Web-based GIS technology that lets
corporate customers and developers use the Internet and business intranets to
deploy geographic information systems that support live updates of maps and
data. Suited for a wide range of users--from GIS professionals to the casual
computer user--MapGuide software lets business and government organizations use
the Internet to access and query digital maps and permits users to display and
analyze geographic data for applications that include tracking customers,
allocating resources, managing facilities, and infrastructure.
AutoCAD Data Extension
- ----------------------
AutoCAD Data Extension ("ADE") software is an add-on program that
incorporates AutoCAD drawings with database records and other documents into one
integrated environment. The graphical information created with ADE allows users
to locate data within a set of AutoCAD drawings based upon entity location;
properties such as color, layer, or linetype; or associated data. Well suited
for multiuser work environments, ADE software provides simultaneous access to an
organization's entire drawing database. Entity-locking and user-access controls
monitor changes to source drawings and prevent accidental overwrites. Other
features include data management tools that automatically link drawing objects
to database records and related documents.
Autodesk's principal data management programs, Autodesk WorkCenter and
Autodesk View, are discussed below.
Autodesk WorkCenter
- -------------------
Windows-based Autodesk WorkCenter software is an easily customized software
system for managing technical documents and automating workflow for design
teams. Its built-in management tools allow users to organize documents according
to specific needs; check documents in and out of a secured, multiuser
environment; and automatically manage revisions over time. With workflow
automation tools such as electronic notification, document distribution,
approvals, and task routing with all relevant documents attached, WorkCenter
software permits users to track projects easily and manage the flow of workgroup
information. Its customizable interface and unique SmartView Folders feature
allow users such as architects, mechanical engineers, or facilities managers to
tailor the program using terminology and document/project organization schemes
that work for them.
5
Fully integrated with AutoCAD for Windows, WorkCenter offers CAD document
redlining and extensive viewing capabilities and works with more than 150 types
of electronic documents, including text, spreadsheet, graphics, database, and
CAD files. Thus, managers can view CAD drawings even though they may be
unfamiliar with CAD software. The software also allows users to compare two
drawings, and then highlights the differences. In September 1996, Autodesk
introduced WorkCenter for the Web, the first commercially released product to
extend the reach and impact of WorkCenter design document management beyond
LAN-based AutoCAD design teams. WorkCenter for the Web lets design team members
quickly and easily share WorkCenter-managed AutoCAD drawings and related
documents through a company intranet or the Internet.
Autodesk View
- -------------
Autodesk View is a low-cost CAD preview, view, and redline tool for design
teams. The most current version, Autodesk View 1.1, supports Microsoft Windows
NT and Windows 95 and includes additional AutoCAD Release 13 viewing
functionality. Autodesk View supports more than 150 file formats common to
drafters, designers, and managers, including office productivity formats. With
Autodesk View, project managers can distribute AutoCAD files and related
documents to users in a workgroup who, regardless of their CAD proficiency, need
to view and comment on them, and be assured that the original documents will not
be altered in the process.
Autodesk Data Publishing
- ------------------------
Autodesk's Data Management Market Group also includes product offerings
from Autodesk Data Publishing ("ADP"), which publishes preformatted product and
reference libraries for specific markets. ADP titles include PartSpec and
MaterialSpec (previously described) and PlantSpec, and provides purchased parts
information to users in the process manufacturing industry.
PlantSpec
- ---------
PlantSpec is a CD-ROM based intelligent digital library for the process and
power industry that brings together product information from various
manufacturers of plant components in a single digital format. Similar to
PartSpec, PlantSpec includes graphical and texture information in a standard
format, including DWG blocks, for thousands of parts, significantly reducing the
time needed to locate pr redraw manufacturer parts drawings in AutoCAD designs.
The principal product offerings from the Kinetix division are discussed
below.
3D Studio MAX
- -------------
3D Studio MAX software, which began shipping in the first quarter of fiscal
year 1997, is a 3D modeling and animation software package specifically written
to take advantage of advanced features offered by the Windows NT operating
system. With a real-time interface, multiple-processor support, and 3D graphics
acceleration capabilities, 3D Studio MAX delivers workstation-class performance
and functionality to PCs.
The easily navigated, intuitive interface eliminates many of the commonly
accepted boundaries between modeling, rendering, and animation, and offers
instant feedback; users can see the results of their actions in real time, as
they are applied. Shaded views with real-time feedback allow users to visualize
natural, real-world environments in which they can directly manipulate objects,
regardless of scene complexity. Because 3D Studio MAX software maintains a data
history of geometry creation and modification, users can return to and change
any step, at any time, without having to redo prior work. 3D Studio MAX is also
the only environment that can run Character Studio, a character-animation and
skinning plug-in software product offered by Autodesk.
3D Studio
- ---------
3D Studio is a graphics package for creating professional-quality 3D
modeling and animation. This PC-based software product, running in a DOS
environment, provides a full complement of modeling, animation, and rendering
tools that help users create richly textured, workstation-quality images and
animations. In addition, 3D Studio and AutoCAD files are easily exchanged and
allow for the development of advanced engineering or architectural
visualizations. This product is well suited for animation designers and can be
used to create corporate presentations, broadcast animations, industrial design
visualizations, crime reenactments, and architectural walk-throughs, as well as
for education and training.
6
AutoVision
- ----------
AutoVision software helps users create photorealistic still renderings and
is integrated completely within AutoCAD software. With AutoVision, AutoCAD users
can produce high-impact images and render, light, and compare multiple views of
a single drawing. AutoVision is compatible with Autodesk 3D Studio and
Autodesk's Texture Universe software, a collection of ready-to-use, digitized
textures and backgrounds offering further visualization capabilities.
The Advanced Product Group introduced the following product in fiscal year
1997.
Picture This Home! Kitchen
- --------------------------
Introduced by the Company's Advanced Product Group during fiscal year 1997 as
the first in a series of easy-to-use consumer home-remodeling software products,
Picture This Home! Kitchen is a kitchen remodeling program that allows users to
visualize and plan their own kitchen, down to the finest detail. The technology
also allows users to mix and match thousands of decorative products (such as
paints, wallpapers, and appliances) from more than 30 leading manufacturers
using magazine-quality photographic images.
PRODUCT DEVELOPMENT AND ENHANCEMENT
The computer industry is characterized by rapid technological change in
computer hardware, operating systems, and software. To keep pace with this
change, the Company maintains an aggressive program of new product development.
The Company dedicates considerable resources to research and development to
further enhance its existing products and to create new products and
technologies. During fiscal years 1997, 1996, and 1995, the Company incurred
$93,702,000, $78,678,000, and $65,176,000, respectively, for software design,
development, product localization, and project-management activities (excluding
capitalized software development costs of approximately $2,100,000 in fiscal
year 1995; no software development costs were capitalized during fiscal years
1997 and 1996).
The majority of the Company's basic research and product development has
been performed in the US, while translation and localization of foreign-market
versions are generally performed by development teams or contractors in the
local markets. Autodesk's product-related functions in Europe, including
software development, localization, quality assurance, technical publications,
and production, are centralized in Neuchatel, Switzerland.
The Company intends to continue recruiting and hiring experienced software
developers and to consider the licensing and acquisition of complementary
software technologies and businesses. In addition, the Company will continue to
actively collaborate with and support independent software developers who offer
products that enhance and complement AutoCAD software and other products
Autodesk offers.
The software industry is characterized by rapid technological change as
well as changes in customer requirements and preferences. The software products
offered by the Company are internally complex and, despite extensive testing and
quality control, may contain errors or defects ("bugs"), especially when first
introduced. In fiscal year 1996, Autodesk experienced quality and performance
issues associated with AutoCAD Release 13, including issues related to
compatibility with certain hardware platforms and peripheral equipment,
interoperability problems with products designed to work in conjunction with
AutoCAD Release 13, and other issues associated with the software's
object-oriented design. These factors resulted in a high rate of product returns
in fiscal year 1996. While Autodesk believes the AutoCAD Release 13 performance
issues have been satisfactorily addressed, there can be no assurance that
defects or errors will not be discovered in future versions of AutoCAD and other
software products offered by the Company. Such defects or errors could result in
corrective releases to the Company's software products, damage to Autodesk's
reputation, loss of revenues, increase in product returns, or lack of market
acceptance of its products, any of which could have a material and adverse
effect on the Company's business and consolidated results of operations.
7
Certain of the Company's product development activities are performed by
independent firms and contractors, while other technologies are licensed from
third parties. The Company generally either owns or has licenses for use of the
software developed by third parties. Because talented development personnel are
in high demand, there can be no assurance that independent developers, including
those who have developed products for the Company in the past, will be able to
provide development support to the Company in the future. Similarly, there can
be no assurance that the Company will be able to obtain and renew existing
license agreements on favorable terms, if at all, which could have a material
and adverse effect on the Company's business and consolidated results of
operations.
Additionally, there can be no assurance that the Company's development
efforts will result in the timely introduction of new products or that such new
products will be commercially successful. Failure to successfully develop new
products or delays in the introduction of these new products, including the next
version of AutoCAD, which is currently anticipated to ship in the second quarter
of fiscal year 1998, or lower-than-anticipated demand for these products could
have a material and adverse effect on the Company's business and consolidated
results of operations.
MARKETING AND SALES
Autodesk's customer-related operations are divided into three geographic
regions: the Americas, Europe, and Asia/Pacific. Autodesk's products are
marketed worldwide through a network of domestic and foreign offices. The
Company distributes its software products primarily through a network of more
than 4,000 independent distributors and dealers (value-added resellers or
"VARs") who distribute the Company's products to end users in more than 150
countries. VARs, including both independent owners and computer store
franchisees, are supported by the Company and its subsidiaries through technical
training, periodic publications, the Autodesk Forum, an electronic bulletin
board on the CompuServe network, and Autodesk's Home Page on the Internet.
In addition, the Company works directly with dealer and distributor sales
organizations, computer manufacturers, other software developers, and
peripherals manufacturers through cooperative advertising, promotions, and
trade-show presentations. Autodesk also holds annual "Expos" throughout the
world. These dedicated trade shows, incorporated within major industry trade
shows, highlight Autodesk's products, as well as a number of third-party
products. The Company also employs mass-marketing techniques such as direct
mailings and advertising in business and trade journals. Further, Autodesk
supports user groups dedicated to the exchange of information related to the use
of the Company's products.
Domestically, the Company distributes its products primarily through its
authorized dealer network. Other domestic sales are made principally to large
corporations, governmental agencies, educational institutions, and, for certain
low-end CAD products, to end users. Substantially all of Autodesk's
international sales are made to dealers and distributors, which are supported by
Autodesk's foreign subsidiaries and international sales organizations. Certain
international sales result from direct exports from the United States.
Autodesk's ability to effectively distribute its products depends in part
upon the financial and business condition of its VAR network. Although the
Company has not to date experienced any material problems with its VAR network,
computer software dealers and distributors are typically not highly capitalized,
have tended to experience difficulties during times of economic contraction and
during periods of technology-market price pressure, and may do so in the future.
No single customer accounted for more than 10 percent of Autodesk's consolidated
revenues in fiscal year 1997, 1996, or 1995. The loss of, or a significant
reduction in, business with any one of Autodesk's major international
distributors or large US dealers could have a material adverse effect on the
Company's business and consolidated results of operations.
The Company intends to continue to make its products available in foreign
languages and expects that foreign sales will continue to contribute a
significant portion of its consolidated revenues. Foreign revenues, including
export sales from the US to foreign customers, accounted for approximately 65
percent, 64 percent, and 61 of revenues in fiscal years 1997, 1996, and 1995,
respectively.
8
CUSTOMER AND DEALER SUPPORT
The Company requires each authorized dealer and distributor to provide a
professional level of technical support to customers by employing full-time,
trained, technical-support personnel. The Company supports its dealers and
distributors through technical product training, sales training classes, and
direct telephone support. While the Company generally does not provide direct
end-user support, Autodesk offers online support to customers through Autodesk's
Home Page on the Internet and to customers who log onto one of the Autodesk
Forums on CompuServe. The Autodesk Forums are the AutoCAD Forum, the Autodesk
Beta Forum, the Autodesk Multimedia Forum, Kinetix Forum, Showcase Forum, and
the Autodesk Retail Products Forum. These forums provide answers to user's
technical questions as well as tips and techniques for the effective use of the
Company's products. The Autodesk Forum also allows the Company to make available
important product-support information simultaneously to dealers and customers.
Responding to the increasing demand for industry-specific customer
services, the Company offers authorized Autodesk dealers training and support
under two programs: the Autodesk Premier Support Center ("APSC") program and the
Autodesk Systems Center ("ASC") Solutions Training. The APSC program requires
participating dealers to provide a high level of technical support with special
expertise in a specified vertical industry. The ASC Solutions Training Program
requires dealers to provide superior industry-specific application training to
end users of the Company's products. Both programs require that the dealers meet
certain qualifications in order to receive an industry medallion and APSC and
ASC Solutions Training status.
As of January 31, 1997, the Company had more than 900 Autodesk Training
Centers ("ATC's") sites throughout the world. These accredited training centers
offer in-depth education and training in computer-aided design skills on AutoCAD
and other Autodesk products, as well as on related, independently developed
software.
Customers have formed Autodesk user groups as forums for education and to
suggest product enhancements and development of new products. The Autodesk User
Group International ("AUGI"), officially recognized by Autodesk, sponsors an
annual meeting held concurrently with the Autodesk University user show;
publishes a quarterly newsletter; independently evaluates Autodesk products;
compiles user feature and functionality requirements; and offers telecourses
taught by its membership on CompuServe. In addition there are local user groups
in Europe, Asia/Pacific, and the Americas focused on expanding the use of
Autodesk products.
DEVELOPER PROGRAMS
One of the Company's key strategies is to maintain an open-architecture
design of its software products to facilitate third-party development of
peripheral and complementary products. This approach enables customers and third
parties to customize the Company's products for a wide variety of highly
specific uses. Autodesk offers several programs that provide marketing, sales,
and technical support and programming tools to Autodesk Registered Developers
worldwide, who have, to date, developed more than 5,000 commercially available
add-on applications for Autodesk products. Although Autodesk derives no direct
revenue from these application developers, the Company believes that the
availability and use of their add-on products enhance sales opportunities for
Autodesk's core products.
Autodesk also licenses its industry-standard component technologies to
selected developers through the Autodesk OEM Program. Currently, the OEM Program
includes a CAD engine and engines for 3D graphics, drawing access, and
rendering. Autodesk's OEM Program provides the technology for qualified
developers to create and deliver suites of scalable products that focus on
solving customer needs in specialized markets. It also leverages Autodesk's
technological and market leadership, enables developers to take cost-effective
advantage of a growing trend in software engineering technology, and provides
customers with an opportunity to migrate to fully extensible, custom, high-end
Autodesk solutions.
To support the growth of third-party developers, whose applications extend
and enhance the functionality of Autodesk's products worldwide, the Company
established the Virtual Corporation Partner Program ("VCPP") during fiscal year
1995. This program provides sales, marketing, technical, and financial support
to Autodesk strategic developers and dealers.
9
In fiscal year 1996, the Company introduced the Mechanical Application
Initiative ("MAI") partner program which is aimed at the development and
marketing of products which can be integrated with Autodesk's MCAD products. MAI
partners participate with Autodesk in product marketing and development
activities. In October 1995, an initial application programming interface was
delivered to MAI partners to support their development of these MCAD-compatible
applications.
BACKLOG
Autodesk typically ships products within one to two weeks after receipt of
an order, which is common in the computer software industry. Accordingly,
Autodesk does not maintain significant backlog and backlog as of any particular
date gives no indication of actual sales for any succeeding period.
COMPETITION
The software industry has limited barriers to entry, and the availability
of desktop computers with continually expanding capabilities at progressively
lower prices contributes to the ease-of-market entry. Because of these and other
factors, competitive conditions in the future are likely to intensify. Increased
competition could result in price reductions, reduced revenues and profit
margins, and loss of market share, which would adversely affect Autodesk's
business, consolidated results of operations and financial condition.
The AutoCAD family of products competes directly with other CAD software,
including that of MicroStation from Bentley Systems, Inc.; Personal Designer and
CADDS from Computervision Corporation; MICRO CADAM which is developed and
supported by CADAM Systems Company, Inc; and CADKEY from Cadkey, Inc. In the
low-cost CAD segment, AutoCAD LT competes directly with Corel Visual CADD,
software developed by Numera Software and marketed by Corel Corporation, and
indirectly with Visio Technical by Visio Corporation and TurboCADD 2D/3D by
ISMI. Autodesk's MCAD products compete with Parametric Technology Corporation's
Pro/Engineer; SolidWorks 95 from SolidWorks Corporation; the I-DEAS Master
Series from Structural Dynamics Research Corporation; and the CATIA and CADAM
products offered by Paris-based Dassault Systemes and marketed and sold by IBM.
Autodesk's data management products compete with various low-end file management
systems such as AM Workflow from Cyco Software BV, as well high-end product data
management software solutions including offerings from Sherpa Corporation and
Metaphase. Autodesk's data management products also compete with generic
document management products including offerings from Documentum, Inc. and PC
DOCS, Inc. AutoCAD Map competes most directly with MicroStation Geographics from
Bentley Systems, Inc., and GIS product lines offered by Environmental Systems
Research Institute, Inc., and Intergraph Corporation. Autodesk also faces
competition in its foreign markets from a number of products offered by foreign-
based companies.
Product offerings from the Kinetix division--3D Studio MAX, 3D Studio, and
AutoVision software--are currently available on IBM PCs and compatible
computers. The primary competition in the multimedia software market consists of
products available on personal computers and computer systems offered by Silicon
Graphics, Inc., including multimedia product offerings from Alias|Wavefront, a
wholly owned, independent subsidiary of Silicon Graphics, Inc. Products
competing with 3D Studio MAX and 3D Studio software include Softimage 3D by
Softimage Inc., a wholly owned subsidiary of Microsoft Corporation, Lightwave 3D
by NewTek, Inc., and trueSpace 2 and trueSpace/SE by Caligari Corporation. 3D
Studio Release 4 is also a viable alternative application to costlier graphics
systems available only on computers offered by Silicon Graphics, Inc. AutoVision
software competes with two third-party add-on products, AccuRender from Robert
McNeel & Associates and RenderStar from RenderStar Technology BV.
Autodesk believes that the principal factors affecting competition in its
markets are price, product reliability, performance, range of useful features,
continuing product enhancements, reputation, and training. In addition, the
availability of third-party application software is a competitive factor within
the CAD market. Autodesk believes that it competes favorably in these areas and
that its competitive position will depend, in part, upon its continued ability
to enhance existing products, and to develop and market new products.
10
INTELLECTUAL PROPERTY AND LICENSES
The Company protects its intellectual property through copyright, trade
secret, patent, and trademark laws. For substantially all AutoCAD sales outside
of North America, the Company uses software protection locks to inhibit
unauthorized copying. Nonetheless, there can be no assurance that Autodesk's
intellectual property rights can be successfully asserted in the future or will
not be invalidated, circumvented, or challenged. In addition, the laws of
certain foreign countries where Autodesk's products are distributed do not
protect Autodesk's intellectual property rights to the same extent as the laws
of the US. The inability of the Company to protect its proprietary information
could have a material adverse effect on the Company's business and consolidated
results of operations.
From time to time, the Company receives claims alleging violation of a
third party's intellectual property, including patent rights. Any disputes
involving Autodesk's intellectual property rights or those of another party
could lead to costly litigation which could have a material adverse effect on
the Company's business and consolidated results of operations.
The Company retains ownership of software it develops. All software is
licensed to users and provided in object code pursuant to either shrink-wrap,
embedded or on-line licenses, or executed license agreements. These agreements
contain restrictions on duplication, disclosure, and transfer.
The Company believes that because of the limitations of laws protecting its
intellectual property and the rapid, ongoing technological changes in both the
computer hardware and software industries, it must rely principally upon
software engineering and marketing skills to maintain and enhance its
competitive market position.
The Company has an in-house antipiracy program focused on pursuing
companies and individuals who illegally duplicate, sell or install Autodesk's
software products. Software piracy is in some cases a felony under US federal
law, which allows copyright and patent holders to protect and enforce their
rights as owners of intellectual property.
PRODUCTION
Production of the Company's software products involves duplication of the
software media and the printing of user manuals. The purchase of media and the
transfer of the software programs on to media for distribution to customers are
performed by the Company and by licensed subcontractors. Media for Autodesk's
products include CD-ROMs and disks and are available from multiple sources. User
manuals for the Company's products and packaging materials are produced to
Company specifications by outside sources. Domestic production is performed in
leased facilities operated by the Company. Certain product assembly is also
performed by independent third-party contractors. International production is
performed in leased facilities in Switzerland and Australia and by independent
third-party contractors in Ireland, Japan, and Singapore. To date, the Company
has not experienced any material difficulties or delays in the production of its
software and documentation.
EMPLOYEES
As of January 31, 1997, the Company had 2,044 full-time employees (1,379 in
North America, 471 in Europe, and 194 in Asia/Pacific), of whom 624 were in
software development and quality assurance, 930 in marketing and sales, 111 in
production, and 379 in general and administrative positions. The Company
believes that its future success will depend, in part, on its ability to
continue to attract and retain highly skilled technical, marketing, support, and
management personnel.
None of the Company's employees in the United States is subject to a collective
bargaining agreement, and the Company has never experienced a work stoppage.
Management believes that its employee relations are good.
11
ITEM 2. PROPERTIES
The Company's executive offices and those related to product development,
domestic marketing and sales, and production are located in leased office space
in northern California. The Company also leases office space in various
locations throughout the US for local sales and technical support personnel.
Autodesk's foreign subsidiaries lease office space for their operations. The
Company owns substantially all equipment used in its facilities.
ITEM 3. LEGAL PROCEEDINGS
Tektronix, Inc. has filed a complaint in the US District Court for the
District of Oregon alleging infringement by the Company of US Patent No.
4,734,690. The Company is still evaluating the claims in this matter, but
management believes the ultimate outcome of this matter will not be material to
Autodesk's consolidated financial position, results of operations, or cash
flows.
In December 1994, the US District Court for the District of Vermont entered a
$25.5 million verdict against the Company in a trade secret misappropriation
lawsuit brought by Vermont Microsystems, Inc. ("VMI"), which was recorded in the
fourth quarter of fiscal year 1995. After an initial appeal and remand, that
award was reduced to $14,209,000, plus interest. Because this case is still
under appeal, the Company has not reflected the reduction of damages in its
financial statements.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of fiscal year 1997.
Executive Officers of the Registrant
- ------------------------------------
The following sets forth certain information regarding the executive officers of
the Company as of April 25, 1997:
NAME AGE POSITION
---- --- --------
Carol A. Bartz............... 48 Chairman of the Board and Chief Executive Officer
Eric B. Herr................. 48 President; Chief Operating Officer
David C. Arnold.............. 41 Vice President, AEC Market Group
Joseph H. Astroth, Ph.D...... 40 Vice President, GIS Market Group
Robert M. Carr............... 40 Vice President, AutoCAD Market Group
Steve Cakebread.............. 45 Vice President and Chief Financial Officer
Larry L. Crume............... 52 Vice President, Kinetix
James D. D'Arezzo............ 45 Vice President, Corporate Marketing
Dominic J. Gallello.......... 41 Vice President, Mechanical CAD and Data Management
Market Groups
John E. Lynch................ 40 Vice President, Advanced Products Group
Stephen McMahon.............. 55 Vice President, Human Resources
Tom Norring ................. 51 Vice President, Asia/Pacific
Marcia K. Sterling........... 53 Vice President, Business Development, and General Counsel
Godfrey R. Sullivan.......... 42 Vice President, Americas
Michael E. Sutton............ 52 Vice President, Europe
CAROL A. BARTZ joined the Company in April 1992 and has served as Chief
Executive Officer and Chairman of the Board since May 1992. Ms. Bartz served as
President from May 1992 through September 1996. Prior to joining Autodesk, from
1983 to April 1992, Ms. Bartz held various positions at Sun Microsystems, Inc.,
including Vice President, Worldwide Field Operations (July 1990 to April 1992).
Ms. Bartz is a director of AirTouch Communications, Cadence Design Systems,
Inc., Network Appliance, Inc., Cisco Systems, Inc., and BEA Systems, Inc.
12
ERIC B. HERR has been Autodesk's President and Chief Operating Officer
since September 1996, having also served as the Acting Vice President, AEC
Market Group from September 1996 through March 1997. Mr. Herr served as the
Chief Financial Officer from the time he joined the Company in May 1992 until
September 1996. From December 1992 through January 1995, Mr. Herr served as Vice
President, Emerging Businesses. From January 1995 to May 1995, Mr. Herr served
as Vice President, Finance, and Administration. From May 1990 to May 1992, he
served as Vice President of Finance and Planning, Sun Microsystems, Inc.
DAVID C. ARNOLD has served as Vice President, AEC Market Group since April
1997. Mr Arnold is a cofounder of Softdesk and has served as its Chief Executive
Officer, Treasurer, and Chairman of the Board from Softdesk's inception in 1985
through March 1997.
DR. JOSEPH H. ASTROTH has served as Vice President, GIS Market Group, since
joining the Company in January 1996. From September 1989 through December 1995,
Dr. Astroth held various positions with Graphic Data Systems Corporation
including Director, Environmental Market Group from January 1993 to June 1994,
and Vice President of Product Management, Engineering, from June 1994 to
December 1995.
STEVE CAKEBREAD joined the Company in April 1997 as Vice President and
Chief Financial Officer. From April 1993 through March 1997 he served as Vice
President, Finance World Trade Corporation at Silicon Graphics. Mr. Cakebread
held various finance and general management positions at Hewlett-Packard
Company from January 1972 through March 1993.
ROBERT M. CARR has served as Vice President, AutoCAD Market Group, since
September 1996. Mr. Carr joined Autodesk in November 1993 and served as Vice
President, Core Technology Group, through January 1995, and Vice President,
Engineering from January 1995 through September 1996. From September 1987 to
August 1993, Mr. Carr served as Vice President of Software Development of Go
Corporation, a company he cofounded.
LARRY L. CRUME has served as Vice President and General Manager, Kinetix
(formerly Autodesk's Multimedia Market Group), since joining Autodesk in October
1995. From March 1990 through September 1994, Mr. Crume worked at Lotus
Development Corporation, serving as Vice President, International Business
Development, from January 1990 to April 1993, and as Vice President, Electronic
Messaging Division, from April 1993 to September 1994. From that time until
joining Autodesk, Mr. Crume was an independent consultant.
JAMES D. D'AREZZO has served as Vice President, Corporate Marketing, since
joining Autodesk in February 1994. Mr. D'Arezzo served as Vice President, Data
Management Market Group, from February 1996 through September 1996. From
February 1994 through December 1995, Mr. D'Arezzo served as Vice President,
Corporate Marketing, and Vice President, GIS and DM Market Groups. From November
1993 to January 1994, Mr. D'Arezzo served as the Vice President of Corporate
Business Development for Banyan Systems. From July 1990 to November 1993, Mr.
D'Arezzo served as Banyan's Vice President of Marketing.
DOMINIC J. GALLELLO has served as Vice President, MCAD Market Group since
January 1995 and as Vice President, Data Management Group since November 1996.
Mr. Gallello served as Vice President, Asia/Pacific from the time he joined
Autodesk in October 1992 until July 1996. From February 1995 to August 1995, Mr.
Gallello served as Acting Vice President, MCAD Market Group. From April 1981 to
October 1992, he held various positions with Intergraph Corporation, including
President, Intergraph Japan, from June 1986 to October 1992.
JOHN E. LYNCH joined Autodesk in May 1986 and has served as Vice President,
Advanced Product Group, since January 1995, Chief Technical Officer from
February 1995 through September 1996, and Vice President, AEC/FM Market Group
from September 1995 through September 1996.
STEPHEN MCMAHON has served as Vice President, Human Resources, since
joining Autodesk in July 1992. From July 1987 to July 1992, Mr. McMahon served
as Senior Director, Human Resources, for Apple Computer, Inc.
TOM NORRING has served as Vice President, Asia Pacific, since joining
Autodesk in June 1996. Prior to joining Autodesk, Mr. Norring served as Vice
President of Asia Pacific and Latin America and in a variety of international
management positions for Hitachi Data Systems from 1978 to 1996.
13
MARCIA K. STERLING joined Autodesk in October 1995 as Vice President,
Business Development, and General Counsel. From September 1982 to October 1995,
she practiced corporate and securities law at Wilson Sonsini Goodrich & Rosati,
where she was a member.
GODFREY R. SULLIVAN has served as Vice President, the Americas, since
joining Autodesk in October 1992 and as Acting Vice President, AEC/FM Market
Group, from February 1995 to September 1995. Mr. Sullivan held various positions
with Apple Computer, Inc., from June 1984 to September 1992, including Vice
President and General Manager, Business Markets Division, from April 1992 to
September 1992 and Vice President and General Manager, US Reseller Operations,
from July 1991 to March 1992.
MICHAEL E. SUTTON has served as Vice President, Europe, since June 1993.
Mr. Sutton joined Autodesk in October 1987 as a sales and marketing director in
the United Kingdom. Mr. Sutton was the Managing Director of Autodesk's United
Kingdom subsidiary from January 1990 to January 1992. From January 1992 to
February 1993, Mr. Sutton served as Northern Region Manager, Europe, and from
February 1993 to May 1993, he served as Acting Vice President, Europe.
There is no family relationship between any director or executive officer
of Autodesk.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The information required by this Item is incorporated by reference to page 52 of
the Company's 1997 Annual Report to Stockholders.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this Item is incorporated by reference to page 23 of
the Company's 1997 Annual Report to Stockholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by this Item is incorporated by reference to pages 24
through 32 of the Company's 1997 Annual Report to Stockholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is incorporated by reference to pages 33
through 50 of the Company's 1997 Annual Report to Stockholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
14
PART III
Certain information required by Part III is omitted from this Report in that the
Registrant will file a definitive proxy statement pursuant to Regulation 14A
(the "Proxy Statement") not later than 120 days after the end of the fiscal year
covered by this Report and certain information included therein is incorporated
herein by reference. Only those sections of the Proxy Statement that
specifically address the items set forth herein are incorporated by reference.
Such incorporation does not include the Compensation Committee Report or the
Performance Graph included in the Proxy Statement.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information concerning the Company's directors required by this Item is
incorporated by reference to the Company's Proxy Statement.
The information concerning the Company's executive officers required by this
Item is incorporated by reference herein to the section of this Report in Part
I, Item 4, entitled "Executive Officers of the Registrant."
The information regarding compliance with Section 16 of the Securities and
Exchange Act of 1934 is to be set forth in the Proxy Statement and is hereby
incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to the
Company's Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated by reference to the
Company's Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated by reference to the
Company's Proxy Statement.
15
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as a part of this Report:
1. Financial Statements: The following Consolidated Financial Statements of
--------------------
Autodesk, Inc. and Report of Ernst & Young LLP, Independent Auditors, are
incorporated by reference to pages 33 through 50 of the Registrant's 1997
Annual Report to Stockholders:
Consolidated Statement of Income--Fiscal Years Ended January 31, 1997,
1996, and 1995
Consolidated Balance Sheet--January 31, 1997 and 1996
Consolidated Statement of Cash Flows--Fiscal Years Ended January 31, 1997,
1996, and 1995
Consolidated Statement of Stockholders' Equity--Three-Year Period Ended
January 31, 1997
Notes to Consolidated Financial Statements
Report of Ernst & Young LLP, Independent Auditors
2. Financial Statement Schedule: The following financial statement schedule of
----------------------------
Autodesk, Inc., for the fiscal years ended January 31, 1997, 1996, and 1995
is filed as part of this Report and should be read in conjunction with the
Consolidated Financial Statements of Autodesk, Inc.
Schedule II Valuation and Qualifying Accounts..............S-1
Schedules not listed above have been omitted because they are not
applicable or are not required or the information required to be set forth
therein is included in the Consolidated Financial Statements or Notes
thereto.
3. Exhibits: The Exhibits listed on the accompanying Index to Exhibits
--------
immediately following the financial statement schedules are filed as part
of, or incorporated by reference into, this Report.
Exhibit
No. Description
--- -----------
2.1 (1) Agreement and Plan of Reorganization By and Among Autodesk,
Inc., Autodesk Acquisition Corporation, and Softdesk, Inc.,
dated Decmeber 10, 1996, as amended December 19, 1996.
3.1 (2) Certificate of Incorporation of Registrant, as amended
3.2 Certificate of Designation
3.3 (2) Bylaws of Registrant
4.1 (3) Preferred Shares Right Agreement dated December 14, 1995
10.1 (4)* Registrant's 1987 Stock Option Plan, as amended
10.2 (4)* Registrant's Employee Qualified Stock Purchase Plan and
form of Subscription Agreement, as amended
10.3 (4)* Registrant's 1990 Directors' Option Plan, as amended
10.4 (4)* Registrant's 1996 Stock Option Plan
10.5 (2)* Form of Indemnification Agreement executed by the Company
and each of its officers and directors
10.6 (5)* Agreement between Registrant and Carol A. Bartz dated
April 7, 1992
10.7 (6) Teleos Research 1996 Stock Plan
16
10.8 (7) Registrant's Nonstatutory Stock Option Plan
10.9 (8) Softdesk, Inc. 1992 Stock Option Plan
10.10(8) Softdesk, Inc. 1993 Director Stock Option Plan
10.11(8) Softdesk, Inc. 1993 Equity Incentive Plan
13.1 Annual Report to Stockholders for the year ended January 31,
1997 (to be deemed filed only to the extent required by the
instructions to exhibits for reports on Form 10-K)
21.1 List of Subsidiaries
23.1 Consent of Independent Auditors (included on page 19 of
this Report)
24.1 Power of Attorney (included on page 18 of this Report)
(1) Incorporated by reference to the exhibit filed with the
Registration on From S-4 filed on March 3,
1997.
(2) Incorporated by reference to the exhibit filed with the
Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 1995.
(3) Incorporated by reference to the Registrants Report on Form 8-A
filed on January 5, 1996, as amended on January 8, 1996.
(4) Incorporated by reference to the exhibit filed with the
Registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 1996.
(5) Incorporated by reference to the exhibit filed with the
Registrant's Report on Form 10-Q for the fiscal quarter ended
April 30, 1992.
(6) Incorporated by reference to the exhibit filed with the
Registrant's Report on Form S-8 filed on
July 23, 1996.
(7) Incorporated by reference to the exhibit filed with the
Registrant's Report on Form S-8 filed on
October 29, 1996.
(8) Incorporated by reference to the exhibit filed with the
Registrant's Report on Form S-8 filed on
April 3, 1997.
* Denotes a management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K: No report on Form 8-K was filed by the Company during
-------------------
the fiscal quarter ended January 31, 1997.
With the exception of the information incorporated by reference to the
Annual Report to Stockholders in Items 5, 6, 7, and 8 of Part II and Item
14 of Part IV of this Form 10-K, the Company's 1996 Annual Report to
Stockholders is not to be deemed filed as a part of this Report.
Autodesk, the Autodesk logo, AutoCAD, AutoCAD LT, 3D Studio, WorkCenter,
and PartSpec are registered trademarks, and Mechanical Desktop, 3D Studio
MAX, Kinetix, AutoCAD Map, Autodesk MapGuide, Autodesk World, PlantSpec,
DesignBlocks, Hyperwire, Picture This Home!, and Design Your World are
trademarks, of Autodesk, Inc. in the USA and/or other countries. Microsoft
Windows and Windows NT are registered trademarks of Microsoft Corporation.
All other brand names, product names, or trademarks belong to their
respective holders.
17
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
AUTODESK, INC.
By: /s/ CAROL A. BARTZ
------------------
Carol A. Bartz
Chairman of the Board
Dated: April 30, 1997
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Carol A. Bartz as his or her
attorney-in-fact, each with the power of substitution, for him or her in
any and all capacities, to sign any amendments to this Report on Form 10-K,
and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature Title Date
- ----------------------------------------------- --------------------------- ----------
/s/ CAROL A. BARTZ Chief Executive Officer and April 30, 1997
- ----------------------------------------------- Director (Principal Executive Officer)
Carol A. Bartz
/s/ STEVE CAKEBREAD Vice President and April 30, 1997
- ----------------------------------------------- Chief Financial Officer
Steve Cakebread (Principal Financial Officer)
/s/ JOHN E. CALONICO Vice President, Finance April 30, 1997
- ----------------------------------------------- (Principal Accounting Officer)
John E. Calonico
/s/ MARK A. BERTELSEN Director April 30, 1997
- -----------------------------------------------
Mark A. Bertelsen
/s/ CRAWFORD W. BEVERIDGE Director April 30, 1997
- -----------------------------------------------
Crawford W. Beveridge
/s/ J. HALLAM DAWSON Director April 30, 1997
- -----------------------------------------------
J. Hallam Dawson
/s/ MORTON L. TOPFER Director April 30, 1997
- -----------------------------------------------
Morton L. Topfer
/s/ MARY ALICE TAYLOR Director April 30, 1997
- -----------------------------------------------
Mary Alice Taylor
18
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report (Form
10-K) of Autodesk, Inc. of our report dated February 24, 1997, except for
Note 10 as to which the date is March 31, 1997, included in the 1997 Annual
Report to Stockholders of Autodesk, Inc.
Our audits also included the financial statement schedule of Autodesk, Inc.
listed in Item 14(a). This schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based on our
audits. In our opinion, the financial statement schedule referred to above,
when considered in relation to the basic consolidated financial statements
taken as a whole, presents fairly in all material respects the information
set forth therein.
We also consent to the incorporation by reference in the Registration
Statements (Form S-8 No. 33-15675, No. 33-22656, No. 33-39458, No.
33-41265, No. 33-51110, No. 33-54683, No. 33-61015, No. 333-08693, No.
333-15037 and No. 333-24469) pertaining to the 1987 Stock Option Plan, 1990
Directors' Option Plan, the Autodesk, Inc. Nonstatutory Stock Option Plan,
and Employee Qualified Stock Purchase Plan of Autodesk, Inc., the Teleos
Research 1996 Stock Plan and the Softdesk, Inc. 1992 Stock Option Plan,
Softdesk, Inc. 1993 Director Stock Option Plan and Softdesk, Inc. 1993
Equity Incentive Plan of our report dated February 24, 1997, except for
Note 10 as to which the date is March 31, 1997, with respect to the
consolidated financial statements incorporated herein by reference, and our
report included in the preceding paragraph with respect to the financial
statement schedule included in this Annual Report (Form 10-K) of Autodesk,
Inc.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
San Jose, California
April 28, 1997
19
Schedule II
AUTODESK, INC.
VALUATION AND QUALIFYING ACCOUNTS
Additions--
Balance at Charged to Balance
Beginning Costs and Deductions at End
Description of Year Expenses Write-Offs of Year
----------- ------- -------- ---------- -------
Fiscal year ended January 31, 1997
Allowance for doubtful accounts $6,731,000 $1,735,000 $1,831,000 $6,635,000
Allowance for stock balancing and
product rotation $14,607,000 $46,884,000 $44,316,000 $17,175,000
Fiscal year ended January 31, 1996
Allowance for doubtful accounts $6,457,000 $3,527,000 $3,253,000 $6,731,000
Allowance for stock balancing and
product rotation $6,892,000 $58,889,000 $51,174,000 $14,607,000
Fiscal year ended January 31, 1995
Allowance for doubtful accounts $5,204,000 $2,198,000 $945,000 $6,457,000
Allowance for stock balancing and
product rotation $1,290,000 $34,224,000 $28,622,000 $6,892,000
S-1