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51
Autodesk, Inc. FY 01
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 information concerning
Autodesk’s financial statements, and Report of Ernst &
Young LLP, Independent Auditors required by this Item
is incorporated by reference herein to the section of
this Report in Item 8,entitled “Financial Statements and
Supplementary Data.
2. Financial Statement Schedule: The following
financial statement schedule of Autodesk, Inc., for the
fiscal years ended January 31, 2001, 2000 and 1999, is
filed as part of this Report and should be read in con-
junction with the Consolidated Financial Statements of
Autodesk, Inc.
Schedule II Valuation and
Qualifying Accounts 53
Schedules not listed above have been omitted because
they are not applicable or are not required or the infor-
mation required to be set forth therein is included in
the Consolidated Financial Statements or Notes
thereto.
3. Exhibits: The Exhibits listed below are filed as part of,
or incorporated by reference into, this Report.
Exhibit No. Description
2.1(3) Second Amended and Restated Agreement and
Plan of Acquisition and Amalgamation by and
among Autodesk, Inc., Autodesk Development BV,
9066-9771 Quebec Inc., Autodesk Canada Inc.,
9066-9854 Quebec Inc. and Discreet Logic Inc.,
dated as of November 18, 1998, as amended on
December 18, 1998 and January 18, 1999
2.2(3) Second Amended and Restated Amalgamation
Agreement by and among Discreet Logic Inc.,
9066-9854 Quebec Inc. and Autodesk, Inc. dated as
of January 18, 1999
3.1(4) Certificate of Incorporation of Registrant
3.2(7) Certificate of Designation of Rights, Preferences
and Privileges of Series A Participating Preferred
Stock of Autodesk, Inc.
3.3(4) Certificate of the Powers, Designations, Preferences
and Rights of Series B Preferred Stock of Autodesk,
Inc.
3.4(6) Bylaws of Registrant, as amended
4.1(8) Preferred Shares Right Agreement dated
December 14, 1995
4.2(8) Amendment No. 1 to Preferred Shares Rights
Agreement
9.1(4) Voting and Exchange Trust Agreement dated
March 16, 1999 among Autodesk, Inc., Discreet
Logic Inc., Autodesk Development B.V., and
Montreal Trust Company of Canada
10.2(5)*Registrant's 1998 Employee Qualified Stock
Purchase Plan and form of Subscription
Agreement, as amended
10.3(2)*Registrant's 2000 Directors' Option Plan
10.4(5)*Registrant’s 1996 Stock Plan, as amended
10.5(9)*Form of Indemnification Agreement executed by
Autodesk and each of its officers and directors
10.6(10)*Agreement between Registrant and Carol A. Bartz
dated April 7, 1992
10.7(4) Support Agreement dated March 16, 1999 among
Autodesk, Inc., Autodesk Development B.V. and
Discreet Logic Inc.
10.8(1)*Form of Restricted Stock Purchase Agreement of
Buzzsaw.com, Inc.
10.9*Form of Restricted Stock Purchase Agreement of
RedSpark, Inc.
21.1 List of Subsidiaries
23.1 Consent of Ernst & Young LLP, Independent
Auditors
24.1 Power of Attorney
(1) Incorporated by reference to the exhibit filed with the
Registrant’s Annual Report on Form 10-K for the fiscal year
ended January 31, 2000.
(2) Incorporated by reference to the exhibit filed with the
Registrant’s Registration Statement on Form S-8 as filed on
September 15, 2000.
(3) Incorporated by reference to the exhibit filed with the
Registrant’s Report on Form 8-K filed on March 16,1999.
(4) Incorporated by reference to the exhibits filed with the
Registrant’s Annual Report on Form 10-K for the fiscal year
ended January 31, 1999.
(5) Incorporated by reference to the exhibit filed with the
Registrant’s Registration Statement on Form S-8 as filed on
June 21, 1999.
(6) Incorporated by reference to the exhibit filed with the
Registrant’s Annual Report on Form 10-K for the fiscal year
ended January 31, 1998.
(7) Incorporated by reference to the exhibit filed with the
Registrant’s Annual Report on Form 10-K for the fiscal year
ended January 31, 1997.
(8) Incorporated by reference to the Registrant’s Report on Form
8-A filed on January 5, 1996, as amended on January 8,1996
and January 15, 1998.
(9) 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.
(10)Incorporated by reference to the exhibit filed with the Registrant's
Report on Form 10-Q for the fiscal quarter ended April 30, 1992.
* Denotes a management contract or compensatory plan or
arrangement.
(b) Reports on Form 8-K
None