SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): February 16, 2006
AAVID THERMAL TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware
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0-27308
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02-0466826 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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One Eagle Square, Suite 509
Concord, New Hampshire
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03301 |
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(Zip Code) |
Registrant’s telephone number, including area code: (603) 224-1117
Not Applicable
(Former Name or Former Address, if Change 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 2.02. REGULATION FD DISCLOSURE
The Information contained in this Item of this Current Report on Form 8-K is being furnished
pursuant to “Item 1.01. Entry into a Material Definitive Agreement”.
The information in this Current Report is being furnished and shall not be deemed “filed” for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of such Section. The information in this Current Report shall not be
incorporated by reference into any registration statement or other document pursuant to the
Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
On February 16, 2006, Aavid Thermal Technologies, Inc. issued a press release announcing the
execution of an Agreement and Plan of Merger with ANSYS, Inc. on February 15, 2006. A copy of the
press release is attached as Exhibit 10.3. A copy of the Agreement and Plan of Merger and any
required ancillary documents will be filed separately.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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EXHIBIT |
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NUMBER |
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DESCRIPTION |
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10.3 |
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Press Release of the Registrant dated February 16, 2006 |