content: <PAGE>
  
                        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
  
  
                                 October 27, 2000
  
                  Date of Report (Date of earliest event reported)
  
                           Numerical Technologies, Inc.
              (Exact name of registrant as specified in its charter)
  
  
  
  
            Delaware                        000-30005                94-3232104
  -------------------------------   -----------------------   --------------------
  (State or other jurisdiction of   (Commission File Number)  (I.R.S. Employer
          incorporation)                                       Identification No.)
  
  
  
  
  
                               70 W. Plumeria Drive
                            San Jose, California 95134
                     (Address of principal executive offices)
  
                                  (408) 919-1920
                (Registrant's telephone number, including area code
  <PAGE>
  
  Item 2.
  
       On October 27, 2000, pursuant to the Agreement and Plan of Amalgamation,
  dated as of September 5, 2000 (the "Amalgamation Agreement"), by and among
  Numerical Technologies, Inc., a Delaware corporation ("Numerical"), Numerical
  Nova Scotia Company, a Nova Scotia unlimited liability company and wholly owned
  subsidiary of Numerical ("Numerical ULC"), Numerical Acquisition Limited, a Nova
  Scotia limited liability company and wholly owned subsidiary of Numerical ULC
  ("Amalgamation Sub"), 3047725 Nova Scotia Limited ("ML Holdco:), Cadabra Design
  Automation Inc., a Nova Scotia limited liability company ("Cadabra"), Martin
  Lefebvre, an individual, and Faysal Sohail, an individual, Amalgamation Sub, ML
  Holdco and Cadabra were amalgamated (the "Amalgamation") to form a new Nova
  Scotia company ("Amalco").  Amalco is now an indirect subsidiary of Numerical.
  In the Amalgamation, each Cadabra Common Share, Series A Preference Share and
  Series B Preference Share (collectively, the "Cadabra Capital Stock") was
  exchanged for 0.1745 Class A Shares of Amalco.  These Class A Shares of Amalco
  were subsequently reorganized and exchanged for exchangeable shares of Amalco
  (the "Exchangeable Shares"). The Exchangeable Shares were issued by Amalco and,
  as nearly as practicable, will be the economic equivalent of Numerical Common
  Stock.  The Exchangeable Shares will generally be exchangeable into Numerical
  Common Stock at the option of the holder, on a one-for-one basis.
  
       A copy of the press release issued by Numerical announcing the completion
  of the Amalgamation is attached as an exhibit hereto and is incorporated by
  reference herein.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
           (a)   Financial Statements of Business Acquired
  
                 The required financial information of Cadabra will be filed by
                 Numerical by amendment within the prescribed time period.
  
           (b)   Pro Forma Financial Information
  
                 The required pro forma financial information will be filed by
                 Numerical by amendment within the prescribed time period.
  
           (c)   Exhibits
  
                 Press release by Numerical, dated October 31, 2000.
  <PAGE>
  
                                    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.
  
                                      NUMERICAL TECHNOLOGIES, INC.
  
  Dated: November 2, 2000
  
                                      By:   /s/ Yagyensh C. Pati
                                            ----------------------------
                                            Yagyensh C. Pati
                                            President and
                                            Chief Executive Officer
  <PAGE>
  
                                   EXHIBIT INDEX
  
  
  Exhibit Number     Description
  --------------     -----------
  99.1               Press Release by Numerical, dated October 31, 2000
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "CURRENT REPORT", "secsgml_size_bytes": 4204}]
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text: 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
  
                                 October 27, 2000
  
                  Date of Report (Date of earliest event reported)
  
                           Numerical Technologies, Inc.
              (Exact name of registrant as specified in its charter)
  
            Delaware                        000-30005                94-3232104
  -------------------------------   -----------------------   --------------------
  (State or other jurisdiction of   (Commission File Number)  (I.R.S. Employer
          incorporation)                                       Identification No.)
  
                               70 W. Plumeria Drive
                            San Jose, California 95134
                     (Address of principal executive offices)
  
                                  (408) 919-1920
                (Registrant's telephone number, including area code
  Item 2.
  
       On October 27, 2000, pursuant to the Agreement and Plan of Amalgamation,
  dated as of September 5, 2000 (the "Amalgamation Agreement"), by and among
  Numerical Technologies, Inc., a Delaware corporation ("Numerical"), Numerical
  Nova Scotia Company, a Nova Scotia unlimited liability company and wholly owned
  subsidiary of Numerical ("Numerical ULC"), Numerical Acquisition Limited, a Nova
  Scotia limited liability company and wholly owned subsidiary of Numerical ULC
  ("Amalgamation Sub"), 3047725 Nova Scotia Limited ("ML Holdco:), Cadabra Design
  Automation Inc., a Nova Scotia limited liability company ("Cadabra"), Martin
  Lefebvre, an individual, and Faysal Sohail, an individual, Amalgamation Sub, ML
  Holdco and Cadabra were amalgamated (the "Amalgamation") to form a new Nova
  Scotia company ("Amalco").  Amalco is now an indirect subsidiary of Numerical.
  In the Amalgamation, each Cadabra Common Share, Series A Preference Share and
  Series B Preference Share (collectively, the "Cadabra Capital Stock") was
  exchanged for 0.1745 Class A Shares of Amalco.  These Class A Shares of Amalco
  were subsequently reorganized and exchanged for exchangeable shares of Amalco
  (the "Exchangeable Shares"). The Exchangeable Shares were issued by Amalco and,
  as nearly as practicable, will be the economic equivalent of Numerical Common
  Stock.  The Exchangeable Shares will generally be exchangeable into Numerical
  Common Stock at the option of the holder, on a one-for-one basis.
  
       A copy of the press release issued by Numerical announcing the completion
  of the Amalgamation is attached as an exhibit hereto and is incorporated by
  reference herein.
  
  Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
  
           (a)   Financial Statements of Business Acquired
  
                 The required financial information of Cadabra will be filed by
                 Numerical by amendment within the prescribed time period.
  
           (b)   Pro Forma Financial Information
  
                 The required pro forma financial information will be filed by
                 Numerical by amendment within the prescribed time period.
  
           (c)   Exhibits
  
                 Press release by Numerical, dated October 31, 2000.
  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.
  
                                      NUMERICAL TECHNOLOGIES, INC.
  
  Dated: November 2, 2000
  
                                      By:   /s/ Yagyensh C. Pati
                                            ----------------------------
                                            Yagyensh C. Pati
                                            President and
                                            Chief Executive Officer
  EXHIBIT INDEX
  
  Exhibit Number     Description
  --------------     -----------
  99.1               Press Release by Numerical, dated October 31, 2000