-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E3IYa46MucYbCuVdPNLU+AjMijRuew1GCCgFDciQgBIYAZsmd1B3+XlvuvkgyJLr MtqjBCGxZ1L1nb0hVRD3kg== 0000912057-96-030453.txt : 19961231 0000912057-96-030453.hdr.sgml : 19961231 ACCESSION NUMBER: 0000912057-96-030453 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961230 EFFECTIVENESS DATE: 19961230 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CADENCE DESIGN SYSTEMS INC CENTRAL INDEX KEY: 0000813672 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770148231 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-18963 FILM NUMBER: 96687812 BUSINESS ADDRESS: STREET 1: 555 RIVER OAKS PKWY CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089431234 MAIL ADDRESS: STREET 1: 555 RIVER OAKS PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: ECAD INC /DE/ DATE OF NAME CHANGE: 19880609 S-8 1 S-8 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1996 REGISTRATION NO. 333- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- CADENCE DESIGN SYSTEMS, INC. (Exact name of registrant as specified in its charter) ---------------------- DELAWARE 77-0148231 (State of Incorporation) (I.R.S. Employer Identification No.) ---------------------- CADENCE DESIGN SYSTEMS, INC. 2655 SEELY ROAD, BUILDING 5 SAN JOSE, CA 95134 (408) 943-1234 (Address and telephone number of principal executive offices) ---------------------- OPTIONS ASSUMED BY CADENCE DESIGN SYSTEMS, INC. ORIGINALLY GRANTED UNDER THE HIGH LEVEL DESIGN SYSTEMS, INC. 1993 STOCK OPTION PLAN AND 1995 SPECIAL NONSTATUTORY STOCK OPTION PLAN R.L. SMITH MCKEITHEN, ESQ. VICE PRESIDENT AND GENERAL COUNSEL CADENCE DESIGN SYSTEMS, INC. 2655 SEELY ROAD, BUILDING 5 SAN JOSE, CA 95134 (408) 943-1234 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------------- Copies to: R.L. Smith McKeithen, Esq. Alan C. Mendelson, Esq. Vice President and General Counsel Cooley Godward LLP Cadence Design Systems, Inc. Five Palo Alto Square 2655 Seely Road, Building 5 3000 El Camino Real San Jose, CA 95134 Palo Alto, CA 94306 (408) 943-1234 (415) 843-5000 ---------------------- CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED MAXIMUM OFFERING MAXIMUM AGGREGATE TITLE OF SECURITIES AMOUNT TO BE PRICE PER SHARE OFFERING PRICE AMOUNT OF REGISTRATION TO BE REGISTERED REGISTERED (1) (1) FEE - -------------------------------------------------------------------------------------------------------------- Stock Options and Common 601,480 $4.55 - $36.36 $10,749,805.51 $3,258 Stock (par value $.01) - --------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the registration fee. The offering price is based upon the exercise prices for shares previously granted under the High Level Design Systems, Inc. 1993 Stock Option Plan (535,480 shares at prices ranging from $4.5455 to $36.3636 per share) and the High Level Design Systems, Inc. 1995 Special Nonstatutory Stock Option Plan (66,000 shares at a price of $15.2273 per share), pursuant to Rule 457(h) under the Securities Act of 1933, as amended (the "Act"). Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. The stock options to be registered hereunder have been assumed by Cadence Design Systems, Inc. ("Cadence") pursuant to an Agreement and Plan of Merger and Reorganization, dated as of October 3, 1996, among Cadence, Harbor Acquisition Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Cadence, and High Level Design Systems, Inc., a Delaware corporation ("HLDS"). These options were originally granted to employees and consultants of HLDS under the 1993 Stock Option Plan and the 1995 Special Nonstatutory Stock Option Plan. 2. PART II ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by Cadence with the Securities and Exchange Commission (the "Commission") are incorporated by reference into this Registration Statement: (a) Cadence's Annual Report on Form 10-K for the fiscal year ended December 30, 1995, including all material incorporated by reference therein; (b) Cadence's Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 1996, including all material incorporated by reference therein; (c) Cadence's Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 1996, including all material incorporated by reference therein; (d) Cadence's Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 1996, including all material incorporated by reference therein; (e) Cadence's Current Report on Form 8-K filed with the Commission on February 16, 1996; (f) Cadence's Current Report on Form 8-K filed with the Commission on November 7, 1996; (g) The description of Cadence's Preferred Share Purchase Rights contained in the Registration Statement on Form 8-A filed with the Commission on February 16, 1996; and (h) The description of Cadence's Common Stock contained in the Registration Statement on Form 8-A filed with the Commission on August 29, 1990. All reports and other documents subsequently filed by Cadence pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this registration statement from the date of the filing of such reports and documents. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS As permitted by Section 145 of the Delaware General Corporation Law, the Registrant's Certificate of Incorporation includes a provision that eliminates the personal liability of its directors for monetary damages for breach or alleged breach of their duty of care. The Registrant also maintains a limited amount of director and officer insurance. In addition, as permitted by Section 145 of the Delaware General Corporation Law, the Bylaws of the Registrant provide that: (i) the Registrant is required to indemnify its directors, officers and employees, and persons serving in such capacities in other business enterprises (including, for example, subsidiaries of the Registrant) at the Registrant's request, to the fullest extent permitted by Delaware law, including those circumstances in which indemnification would otherwise be discretionary; (ii) the Registrant is required to advance expenses, as incurred, to such directors, officers and employees in connection with defending a proceeding (except that it is not required to advance expenses to a person against whom the Registrant brings 1. a claim for breach of the duty of loyalty, failure to act in good faith, intentional misconduct, knowing violation of law or deriving an improper personal benefit); (iii) the rights conferred in the Bylaws are not exclusive and the Registrant is authorized to enter into indemnification agreements with such directors, officers and employees; (iv) the Registrant is required to maintain director and officer liability insurance to the extent reasonably available; and (v) the Registrant may not retroactively amend the Bylaw provision in a way that is adverse to such directors, officers and employees. The Registrant has entered into indemnity agreements with each of its directors and certain of it officers that provide the maximum indemnity allowed to officers and directors by Section 145 of the Delaware General Corporation Law and the Bylaws, as well as certain additional procedural protections. In addition, the indemnity agreements provide that such officers and directors will be indemnified to the fullest possible extent not prohibited by law against all expenses (including attorneys' fees) and settlement amounts paid or incurred by them in any action or proceeding, including any derivative action by or in the right of the Registrant, on account of their services as directors or officers of the Registrant or as directors or officers of any other company or enterprise when they are serving in such capacities at the request of the Registrant. No indemnity will be provided, however, to any director or officer on account of conduct that is adjudicated to be knowingly fraudulent, deliberately dishonest or willful misconduct. The indemnity agreements also provide that no indemnification will be available if a final court adjudication determines that such indemnification is not lawful, or in respect of any accounting of profits made from the purchase or sale of securities of the Registrant in violation of Section 16(b) of the Exchange Act. The indemnification provision in the Bylaws, and the indemnity agreements entered into between the Registrant and certain of its officers or each of its directors, may be sufficiently broad to permit indemnification of the Registrant's officers and directors for liability arising under the Securities Act of 1933, as amended. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS EXHIBIT NUMBER DESCRIPTION 5.1 Opinion of Cooley Godward LLP. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1. 24 Power of Attorney is contained on the signature pages. 99.1* 1993 Stock Option Plan, Form of Notice of Stock Option Grant and Form of Stock Option Plan Agreement. 99.2* 1995 Special Nonstatutory Stock Option Plan, Form of Notice of Stock Option Grant and Form of Stock Option Plan Agreement. * Documents incorporated by reference from Cadence's Registration Statement on Form S-4 (Registration No. 333-15771) filed with the Securities and Exchange Commission on November 14, 1996. ITEM 9. UNDERTAKINGS A. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; 2. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do not apply if the registration statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the issuer pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 3. SIGNATURES THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on December 30, 1996. Cadence Design Systems, Inc. /s/ Joseph B. Costello By: ______________________________________ Joseph B. Costello President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joseph B. Costello, H. Raymond Bingham and R.L. Smith McKeithen, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. SIGNATURE TITLE DATE /s/ Joseph B. Costello President, December 30, 1996 - ---------------------- Chief Executive Officer Joseph B. Costello and Director (Principal Executive Officer) /s/ H. Raymond Bingham Executive Vice President December 30, 1996 - ---------------------- and Chief Financial Officer H. Raymond Bingham (Principal Financial Officer) /s/ William Porter - ----------------------- Vice President, Corporate December 30, 1996 William Porter Controller and Assistant Secretary (Principal Accounting Officer) /s/ Carol Bartz Director December 30, 1996 - ------------------------ Carol Bartz /s/ Henry E. Johnston Director December 30, 1996 - ------------------------ Henry E. Johnston /s/ Dr. Leonard Y.W. Liu Director December 30, 1996 - ------------------------ Dr. Leonard Y.W. Liu /s/ Donald L. Lucas Director December 30, 1996 - ------------------------ Donald L. Lucas /s/ Dr. Alberto Sangiovanni- Director December 30, 1996 Vincentelli - ------------------------ Dr. Alberto Sangiovanni- Vincentelli /s/ George M. Scalise Director December 30, 1996 - ------------------------ George M. Scalise /s/ Dr. John B. Shoven Director December 30, 1996 - ------------------------ Dr. John B. Shoven /s/ James E. Solomon Director December 30, 1996 - ------------------------ James E. Solomon EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 5.1 Opinion of Cooley Godward LLP. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1. 24 Power of Attorney is contained on the signature pages. 99.1* 1993 Stock Option Plan, Form of Notice of Stock Option Grant and Form of Stock Option Plan Agreement. 99.2* 1995 Special Nonstatutory Stock Option Plan, Form of Notice of Stock Option Grant and Form of Stock Option Plan Agreement. * Documents incorporated by reference from Cadence's Registration Statement on Form S-4 (Registration No. 333-15771) filed with the Securities and Exchange Commission on November 14, 1996. EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 [Letterhead] December 30, 1996 Cadence Design Systems, Inc. 2655 Seely Road Building 5 San Jose, CA 95134 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Cadence Design Systems, Inc. (the "Company") of a Registration Statement on Form S-8 on or about December 27, 1996 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to six hundred one thousand four hundred eighty (601,480) shares of the Company's Common Stock, $.01 par value per share (the "Shares") issuable upon exercise of options originally granted by High Level Design Systems, Inc., a wholly-owned subsidiary of the Company, under its 1993 Stock Option Plan and 1995 Special Nonstatutory Stock Option Plan (the "Plans"). In connection with this opinion, we have examined the Registration Statement and related Prospectus, your Certificate of Incorporation and Bylaws, as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans and the Registration Statement and related Prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full). We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, COOLEY GODWARD LLP Julia L. Davidson EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 19, 1996 included in Cadence Design Systems, Inc.'s Form 10-K for the year ended December 30, 1995. ARTHUR ANDERSEN LLP San Jose, California December 27, 1996 -----END PRIVACY-ENHANCED MESSAGE-----