Form 8-K




Washington, DC 20549






Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported)


December 14, 2005



Autodesk, Inc.

(Exact name of registrant as specified in its charter)


Delaware   000-14338   94-2819853

(State or other jurisdiction of


  (Commission File Number)  

(IRS Employer

Identification No.)


111 McInnis Parkway

San Rafael, California 94903

(Address of principal executive offices, including zip code)


(415) 507-5000

(Registrant’s telephone number, including area code)


(Former name or former address, if changed 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 (see General Instruction A.2. below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 3.03.    Material Modification to Rights of Security Holders


Autodesk, Inc. (the “Company”) entered into a Preferred Shares Rights Agreement dated December 14, 1995, as amended (the “Rights Agreement”) with Harris Trust and Savings Bank as Rights Agent. Pursuant to the Rights Agreement, each stockholder of the Company obtained a right to purchase one one-thousandth of a share of the Company’s Series A Participating Preferred Stock for each share of the Company’s Common Stock then-owned by such stockholder (the “Rights”). Under various circumstances set forth in the Rights Agreement, such Rights would become exercisable for Common Stock of the Company or other securities.


At the close of business on December 14, 2005, pursuant to the terms of the Rights Agreement, the Rights expired, effectively terminating the Rights Agreement.



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.


By:   /s/ Marcia K. Sterling

Marcia K. Sterling

Senior Vice President, General Counsel and Secretary


Date: December 19, 2005