-----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, WywIIbuUwN1QNrDL5zPSdrR4BL5hFJMEkih74DN8U7Wo4Ay3v7wbcUR8bk2GCrDB CvxtxgI0AVzBFKbRjw9a7w== 0000912057-97-029438.txt : 19970912 0000912057-97-029438.hdr.sgml : 19970912 ACCESSION NUMBER: 0000912057-97-029438 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970829 EFFECTIVENESS DATE: 19970829 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: SEC FILE NUMBER: 333-34599 FILM NUMBER: 97672394 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 FORM S-8 As filed with the Securities and Exchange Commission on August 29, 1997 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 of principal executive offices) ---------------------- 1990 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plans) 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 (650) 843-5000 ---------------------- CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------- TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF BE REGISTERED REGISTERED PRICE PER SHARE (1) AGGREGATE OFFERING PRICE(1) REGISTRATION FEE - ----------------------------------------------------------------------------------------------------------------------------- Stock Options and Common Stock (par value $.01) 2,000,000 $ 46.09375 $ 92,187,500.00 $ 27,935.58 - ----------------------------------------------------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c). The price per share and aggregate offering price are based upon the average of the high and low sales price of Registrant's Common Stock on August 22, 1997 as reported on the New York Stock Exchange. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8 NOS. 33-43025; 33-48371 AND 33-53913 The contents of Registration Statements on Form S-8 Nos. 33-43025; 33-48371 and 33-53913 filed with the Securities and Exchange Commission on September 30, 1991, June 4, 1992 and May 27, 1994, respectively, are incorporated by reference herein. EXHIBITS EXHIBIT NUMBER - ------- 5 Opinion of Cooley Godward LLP 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this Registration Statement 24 Power of Attorney is contained on the signature pages. II-1 SIGNATURES 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 August 29, 1997. CADENCE DESIGN SYSTEMS, INC. \ By: /s/ Joseph B. Costello ------------------------------ 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. II-2 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE /s/ Joseph B. Costello President, August 29, 1997 - ----------------------------------- Chief Executive Officer and (Joseph B. Costello) Director (Principal Executive Officer) /s/ H. Raymond Bingham Executive Vice President and August 29, 1997 - ----------------------------------- Chief Financial Officer (H. Raymond Bingham) (Principal Financial Officer) /s/ William Porter Vice President, Corporate August 29, 1997 - ----------------------------------- Controller and Assistant Secretary (William Porter) (Principal Accounting Officer) /s/ Carol Bartz Director August 29, 1997 - ----------------------------------- (Carol Bartz) /s/ Leonard Y. W. Liu Director August 29, 1997 - ----------------------------------- (Leonard Y. W. Liu) /s/ Donald L. Lucas Director and Chairman August 29, 1997 - ----------------------------------- (Donald L. Lucas) /s/ Alberto Sangiovanni-Vincentelli Director August 29, 1997 - ----------------------------------- (Alberto Sangiovanni-Vincentelli) /s/ George M. Scalise Director August 29, 1997 - ----------------------------------- (George M. Scalise) /s/ John B. Shoven Director August 29, 1997 - ----------------------------------- (John B. Shoven)
II-3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION 5 Opinion of Cooley Godward LLP 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this Registration Statement 24 Power of Attorney is contained on the signature pages. EX-5 2 EXHIBIT 5 EXHIBIT 5 August 29, 1997 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 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 2,000,000 shares of the Company's Common Stock, $.01 par value, (the "Shares") pursuant to its 1990 Employee Stock Purchase Plan (the "Plan"). In connection with this opinion, we have examined the Registration Statement and related Prospectus, your Certificate of Incorporation and By-laws, 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 Plan, the Registration Statement and related Prospectus, will be validly issued, fully paid, and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, Cooley Godward LLP By: /s/ Julia L. Davidson ---------------------------- 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 17, 1997 included in Cadence Design Systems, Inc.'s Form 10-K for the year ended December 28, 1996. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP San Jose, California August 28, 1997 -----END PRIVACY-ENHANCED MESSAGE-----