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): March 21, 2006
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| 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 |
(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 |
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| Concord, New Hampshire |
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03301 |
| (Address of Principal Executive Offices)
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(Zip Code) |
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Registrant’s telephone number, including area code: (603) 224-1117
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| Not Applicable |
| (Former Name or Former Address, if Changed Since Last Report) |
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
On March 21, 2006, Aavid Thermal Technologies, Inc. (“ATTI”) entered into a Third
Supplement Indenture dated as of March 21, 2006 (the “Supplemental Indenture”) with the
Guarantors named on the signature page thereto and Deutsche Bank Trust Company Americas (f/k/a
Bankers Trust Company), a New York banking corporation, as trustee, to the Indenture dated as of
February 2, 2000 (as amended, the “Indenture”), relating to ATTI’s 12-3/4% Senior
Subordinated Notes due 2007 (the “Notes”). The Supplemental Indenture was entered into in
connection with ATTI’s tender offer and consent solicitation with respect to the Notes, which was
commenced on March 8, 2006.
The Supplemental Indenture amends the Indenture governing the Notes to (i) eliminate
substantially all of the restrictive covenants and reporting covenants and certain events of
default contained in the Indenture and (ii) amend the minimum notice requirement in respect of a
redemption of Notes so that ATTI may within five days redeem any Notes that remain outstanding
following the mergers (as defined below) and tender offer.
The amendments to the Indenture pursuant to the Supplemental Indenture will not become
effective until the satisfaction of various conditions, including but not limited to, the
consummation of proposed mergers (collectively, the “mergers”) pursuant to which ANSYS,
Inc. and certain of its affiliates will acquire ATTI and the computational fluid dynamics software
business operated by ATTI’s wholly owned subsidiary, Fluent Inc. Consummation of the mergers is
also subject to various customary conditions, including, among others, expiration or termination of
the applicable Hart-Scott-Rodino waiting period and the absence of any material adverse change with
respect to each party’s business.
The foregoing description of the Supplemental Indenture does not purport to be complete and is
qualified in its entirety by reference to the Supplemental Indenture filed as Exhibit 4.1 and
incorporated by reference.
Item 3.03. Material Modification to Rights of Security Holders.
See description under “Item 1.01 Entry into a Material Definitive Agreement” above regarding
the execution on March 21, 2006 of the Supplemental Indenture relating to the Notes.
Item 8.01. Other Events.
As of 5:00 p.m., New York City time on Tuesday, March 21, 2006, which was the deadline for
holders to tender their Notes in order to receive the consent payment of $25.00 per $1,000
principal amount of the Notes, ATTI had received the requisite tenders and consents from holders of
$123,759,000 in aggregate principal amount of the Notes, representing approximately 99.96% of the
outstanding Notes, in connection with ATTI’s
tender offer and consent solicitation for the Notes
which was commenced on March 8, 2006.
The amount tendered represents a sufficient number of consents required to approve the
Supplemental Indenture described under “Item 1.01 Entry into a Material Definitive Agreement”
above.