-----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, BvVkW3TKtiAGcYt8IYsTL16R5xCByXTw5NtqMrLtNIzDHqMqI8U62Na5Id21bHQM Phczqus7JtIGptOCxVfhhA== 0001047469-98-036911.txt : 19981012 0001047469-98-036911.hdr.sgml : 19981012 ACCESSION NUMBER: 0001047469-98-036911 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981009 EFFECTIVENESS DATE: 19981009 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: 333-65529 FILM NUMBER: 98723722 BUSINESS ADDRESS: STREET 1: 2655 SEELY ROAD BLDG 5 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 October 9, 1998 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 77-01-8231 (State of Incorporation) (I.R.S. Employer Identification No.) CADENCE DESIGN SYSTEMS, INC. 2655 SEELY ROAD, BUILDING 5 SAN JOSE, CALIFORNIA 95134 (408) 943-1234 (Address of Principal Executive Offices) OPTIONS ASSUMED BY CADENCE DESIGN SYSTEMS, INC. ORIGINALLY GRANTED UNDER THE INCENTIVE STOCK OPTION PLAN AND 1996 INCENTIVE STOCK OPTION PLAN OF AMBIT DESIGN SYSTEMS, INC. AND CERTAIN NON-PLAN OPTIONS OF AMBIT DESIGN SYSTEMS, INC. (Full Titles of the Plans) R.L. SMITH MCKEITHEN, ESQ. VICE PRESIDENT AND GENERAL COUNSEL CADENCE DESIGN SYSTEMS, INC. 2655 SEELY ROAD, BUILDING 5 SAN JOSE, CALIFORNIA 95134 (408) 943-1234 (Name, Address, including zip code, and Telephone Number, including zip code, of Agent for Service) COPIES TO: R.L. SMITH MCKEITHEN, ESQ. KENNETH A. LINHARES, ESQ. VICE PRESIDENT AND GENERAL COUNSEL FENWICK & WEST LLP CADENCE DESIGN SYSTEMS, INC. TWO PALO ALTO SQUARE 2655 SEELY ROAD, BUILDING 5 PALO ALTO, CALIFORNIA 94306 SAN JOSE, CALIFORNIA 95134 (650) 494-0600 (408) 943-1234
CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------- TITLE OF EACH CLASS OF PROPOSED PROPOSED AMOUNT SECURITIES TO BE AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE OF REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE - ------------------------------------------------------------------------------------------------------- Common Stock 943,092(1) 19.8887(2) 18,756,873(2) $5,533.28 (par value $.01) - ------------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------
(1) Shares subject to options assumed as of September 30, 1998. (2) Weighted average exercise price of outstanding options assumed as of October 9, 1998. The stock options to be registered hereunder have been assumed by Cadence Design Systems, Inc. ("Cadence" or the "Registrant") pursuant to an Agreement and Plan of Reorganization, dated as of September 3, 1998, among Cadence, Adirondack Transaction Corp., Inc., a Delaware corporation and wholly-owned subsidiary of Cadence, and Ambit Design Systems, Inc., a Delaware corporation ("Ambit"). These options were originally granted to directors, employees and consultants of Ambit and/or Ambit's subsidiaries under the Ambit Incentive Stock Option Plan, the Ambit 1996 Incentive Stock Option Plan and pursuant to certain stock options not granted under such plans. Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective PART II ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by Cadence Design Systems, Inc. (the "Company" or the "Registration") with the Securities and Exchange Commission are incorporated by reference into this Registration Statement: (a) Cadence's Annual Report on Form 10-K for the fiscal year ended January 3, 1998, including all material incorporated by reference therein; (b) Cadence's Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 1998, including all material incorporated by reference therein; (c) Cadence's Quarterly Report on Form 10-Q for the fiscal quarter ended July 4, 1998, including all material incorporated by reference therein; (d) Cadence's Current Report on Form 8-K filed with the Commission on August 4, 1998; (e) 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 (f) 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 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 directly and officer liability insurance 1 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 its 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 EXHIBIT TITLE - ------- ------------- 4.01 (a) The Registrant's Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on April 8, 1987 (incorporated by reference to Exhibit 3.01 to the Registrant's Form S-1 Registration Statement (No.33-13845) originally filed on April 29, 1987 (the "1987 Form S-1")). (b) The Registrant's Certificate of Retirement of Stock as filed with the Secretary of State of the State of Delaware on September 28, 1987 (incorporated by reference to Exhibit 3.01(b) to the Registrant's Form S-4 Registration Statement (No. 33-20724) originally filed on February 25, 1988). (c) The Registrant's Certificate of Ownership and Merger as filed with the Secretary of State of the State of Delaware on June 1, 1988 (incorporated by reference to Exhibit 3.02(c) to the Registrant's S-1 Registration Statement (No. 33-23107) originally filed on July 18, 1988). (d) The Registrant's Certificate of Designation of Series A Junior Participating Preferred Stock as filed with the Secretary of State of the State of Delaware on June 8, 1989 (incorporated by reference to Exhibit 3A to the Registrant's Current Report on Form 8-K (No. 0-15867) originally filed on June 12, 1989 (the "1989 Form 8-K")). (e) The Registrant's Certificate of Designation of Series A Junior Participating Preferred Stock as filed with the Secretary of State of the State of Delaware on June 8, 1989 (incorporated by reference to Exhibit 3A to the 1989 Form 8-K. 2 (f) The Registrant's Certificate of Designation of Series A Convertible Preferred Stock as filed with the Secretary of State of the State of Delaware on December 30, 1991 (incorporated by reference to Exhibit 3.01(f) to the Registrant's Form 10-K (No. 1-10606) for the year ended December 31, 1991.) 4.02 The Registrant's Bylaws, as currently in effect (incorporated by reference to Exhibit 3.02 to the 1987 Form S-1 and as amended by Exhibit 3-b to the 1989 Form 8-K). 4.03 Specimen Certificate of the Registrant's Common Stock (incorporated by reference to Exhibit 4.01 to 1991 Form S-4). 4.04 Rights Agreement, dated as of February 9, 1996, between the Registrant and Harris Trust and Savings Bank which includes as exhibits thereto the Certificate of Designation for the Series A Junior Participating Preferred Stock, the form of Rights Certificate, and the Summary of Rights to Purchase Preferred Shares (incorporated by reference to Exhibit 1A, 1B, and 1C to the Registrant's Current Report on Form 8-K filed on February 16, 1996). 5.01 Opinion of Cadence Design Systems, Inc Legal Counsel 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Cadence Design Systems, Inc Legal Counsel (contained in Exhibit 5.1 to this Registration Statement) ITEM 9. UNDERTAKINGS 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. (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 (1)(i) and (1)(ii) above do not apply if the Registration Statement is on Form S-3 or Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant 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 therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 3 (3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering. 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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 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 discussed in Item 6 hereof, or otherwise, the Registrant has been advised that in the opinion of the 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 hereby, 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. 4 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 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 October 9, 1998. CADENCE DESIGN SYSTEMS, INC. By: /s/ John R. Harding ------------------------------------ John R. Harding President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John R. Harding, H. Raymond Bingham and R.L. Smith McKeithen, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her 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 or she 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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date /s/ John R. Harding President, Chief Executive Officer and Director October 9, 1998 - --------------------------------------- (Principal Executive Officer) John R. Harding /s/ H. Raymond Bingham Executive Vice President, Chief Financial Officer October 9, 1998 - --------------------------------------- and Director (Principal Financial Officer) H. Raymond Bingham /s/ William Porter Vice President, Corporate Controller and October 9, 1998 - --------------------------------------- William Porter Officer) /s/ Carol A. Bartz Director October 9, 1998 - --------------------------------------- Carol A. Bartz /s/ Dr. Leonard Y. W. Liu Director October 9, 1998 - --------------------------------------- Dr. Leonard Y. W. Liu /s/ Donald L. Lucas Director and Chairman October 9, 1998 - --------------------------------------- Donald L. Lucas /s/ Dr. Alberto Sangiovanni-Vincentelli Director October 9, 1998 - --------------------------------------- Dr. Alberto Sangiovanni-Vincentelli /s/ George M. Scalise Director October 9, 1998 - --------------------------------------- George M. Scalise /s/ Dr. John B. Shoven Director October 9, 1998 - --------------------------------------- Dr. John B. Shoven
5 EX-5.1 2 EX-5.1 EXHIBIT 5.01 October 9, 1998 Cadence Design Systems, Inc. 2655 Seely Road San Jose, CA 95134 Gentlemen/Ladies: I have examined the Registration Statement on Form S-8 (the "Registration Statement") to be filed by Cadence Design Systems, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") on or about October 9, 1998, in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 943,092 shares of the Company's Common Stock, par value $.01 per share (the "Stock"), subject to issuance by the Company upon the exercise of: (a) stock options granted under the Stock Option Plan (the "Plan") of Ambit Design Systems, Inc., a California corporation ("Ambit"), which are being assumed by the Company pursuant to the terms of the Agreement and Plan of Reorganization dated September 3, 1998 entered into among the Company, Adirondack Transaction Corp., a Delaware corporation, and Ambit Design Systems, Inc., a Delaware corporation (the "Plan of Reorganization"); (b) stock options granted under the 1996 Stock Option Plan (the "1996 Plan") of Ambit, which are being assumed by the Company pursuant to the terms of the Plan of Reorganization; (c) stock options granted by Ambit other than under the Plan and the 1996 Plan ("Non-plan Options"), which are being assumed by the Company pursuant to the terms of the Plan of Reorganization; As the Company's counsel, I have examined the proceedings taken by the Company in connection with the assumption by the Company of the outstanding options under the Plan and the 1996 Plan, and the outstanding Non-plan Options. As to matters of fact relevant to this opinion, I have relied solely upon my examination of the matters and documents referred to above. Based upon the foregoing, it is my opinion that the 943,092 shares of Stock that may be issued and sold by the Company upon the exercise (a) stock options assumed under the Plan and the 1996 Plan, and (b) Non-Plan Options assumed pursuant to the Plan of Reorganization, when issued and sold in accordance with the applicable plan and the applicable stock option agreements, will be legally issued, fully paid and nonassessable. Cadence Design Systems, Inc. October 9, 1998 Page 2 I consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references thereto in the Registration Statement and any amendments thereto. Very truly yours, /s/ Michael J. Casey ----------------------------- Michael J. Casey, Associate General Counsel EX-23.1 3 EX-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 23, 1998 included in Cadence Design Systems, Inc.'s Form 10-K for the year ended January 3, 1998. /s/ Arthur Andersen LLP ---------------------------- ARTHUR ANDERSEN LLP San Jose, California October 9, 1998 -----END PRIVACY-ENHANCED MESSAGE-----