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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 2, 1996
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EPIC DESIGN TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 77-0135608
------------------------ ------------------------------------
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
310 NORTH MARY AVENUE
SUNNYVALE, CALIFORNIA 94086
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
1990 STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
TAMMY S. LIU
CHIEF FINANCIAL OFFICER AND SECRETARY
EPIC DESIGN TECHNOLOGY, INC.
310 NORTH MARY AVENUE
SUNNYVALE, CALIFORNIA 94086
(408) 988-2997
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
CHRIS F. FENNELL, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94306
(415) 493-9300
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE FEE
Common Stock
$0.000 par value.................... 600,000 shares $18.60 $11,160,000 $3,849
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based upon the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market System
on July 31, 1996.
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The contents of the Registrant's Form S-8 Registration Statement
(Registration No. 33-87080) dated December 6, 1994 are incorporated herein by
reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit
Number Document
4.1 1990 Stock Option Plan, as amended, and forms of agreement
thereunder.
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional
Corporation.
24.1 Independent Auditors' Consent
24.2 Consent of Counsel (contained in Exhibit 5.1).
25.1 Power of Attorney (see page II-5).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant, EPIC Design Technology, Inc., 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 Sunnyvale, State of
California, on this 2nd day of August, 1996.
EPIC DESIGN TECHNOLOGY, INC.
By: /S/ TAMMY S. LIU
-----------------------
Tammy S. Liu
Chief Financial Officer
and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Sang S.
Wang Ph.D. and Tammy S. Liu his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
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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/ SANG S. WANG, PH.D. Chief Executive August 2, 1996
- ------------------------- Officer and Chairman
(Sang S. Wang, Ph.D.) (Principal Executive
Officer)
/S/ TAMMY S. LIU Chief Financial August 2, 1996
- ------------------------- Officer and
(Tammy S. Liu) Secretary (Principal
Financial and
Accounting Officer)
/S/ BERNARD ARONSON President and Director August 2, 1996
- -------------------------
(Bernard Aronson)
Director
- -------------------------
(Joseph A. Prang)
/S/ HENRI A. JARRAT Director August 2, 1996
- -------------------------
(Henri A. Jarrat)
/S/ YEN-SON HUANG, PH.D. Director August 2, 1996
- -------------------------
(Yen-Son Huang, Ph.D.)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
Registration Statement on Form S-8
EPIC Design Technology, Inc.
August 2, 1996
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
------- -------
4.1 1990 Stock Option Plan, as amended, and forms of agreement
thereunder
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional
Corporation
24.1 Independent Auditor's Consent
24.2 Consent of Counsel (included in Exhibit 5.1)
25.1 Power of Attorney (see page II-4)