AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 14, 1997
REGISTRATION NO. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CADENCE DESIGN SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 77-0148231
(State of Incorporation) (I.R.S. Employer Identification No.)
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CADENCE DESIGN SYSTEMS, INC.
2655 SEELY ROAD, BUILDING 5
SAN JOSE, CA 95134
(408) 943-1234
(Address and telephone number of principal executive offices)
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OPTIONS ASSUMED BY CADENCE DESIGN SYSTEMS, INC.
ORIGINALLY GRANTED UNDER THE COOPER & CHYAN TECHNOLOGY, INC.
1989 STOCK OPTION PLAN, 1993 EQUITY INCENTIVE PLAN AND 1995 DIRECTORS STOCK
OPTION PLAN AND UNDER THE UNICAD, INC. 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)
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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
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CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE AMOUNT OF REGISTRATION
TO BE REGISTERED AMOUNT TO BE REGISTERED (1) (1) FEE
Stock Options and Common 1,885,949 $0.04 - $36.77 $20,537,657.61 $6,224
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 Cooper & Chyan Technology, Inc. ("CCT")
1989 Stock Option Plan (19,861 shares at prices ranging from $0.11 to $0.27
per share), the CCT 1993 Equity Incentive Plan (1,806,139 shares at prices
ranging from $0.28 to $36.77 per share), the Cooper & Chyan Technology,
Inc. 1995 Directors Stock Option Plan (34,000 shares at $12.95 per share
and 8,500 shares at $28.24 per share) and the UniCAD, Inc. Stock Option
Plan (17,449 shares at prices ranging from $0.04 to $1.63 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 28, 1996, as amended by the First Amendment
thereto dated as of December 17, 1996, among Cadence, Wyoming Acquisition Sub,
Inc., a Delaware corporation and wholly-owned subsidiary of Cadence, and Cooper
& Chyan Technology, Inc., a Delaware corporation ("CCT"). These options were
originally granted to directors, employees and consultants of CCT and/or CCT's
subsidiaries under the CCT 1989 Stock Option Plan, the CCT 1993 Equity Incentive
Plan, the CCT 1995 Directors Stock Option Plan and the UniCAD, Inc. Stock Option
Plan.
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 28, 1996, including all material incorporated by reference therein;
(b) Cadence's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 29, 1997, including all material incorporated by reference therein;
(c) Cadence's Current Report on Form 8-K filed with the Commission on
December 31, 1996;
(d) Cadence's Current Report on Form 8-K filed with the Commission on
January 13, 1997;
(e) Cadence's Current Report on Form 8-K filed with the Commission on
March 6, 1997;
(f) 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
(g) 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 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* CCT 1989 Stock Option Plan, Form of Stock Option Plan Agreement
and Form of Exercise of Stock Option.
99.2* CCT 1993 Equity Incentive Plan, Form of Equity Incentive Plan
Stock Option Agreement, Form of Exercise of Equity Incentive Plan
Stock Option and Form of Equity Incentive Plan Stock Option
Exercise Agreement.
99.3* UniCAD, Inc. Stock Option Plan and Form of Stock Option Grant.
99.4 CCT 1995 Directors Stock Option Plan, Form of Initial Stock
Option Grant, Form of Succeeding Stock Option Grant and Form of
Exercise Agreement.
* Documents incorporated by reference from Cadence's Registration
Statement on Form S-4 (Registration No. 333-16779) filed with the
Securities and Exchange Commission on November 27, 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;
(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.
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 May 12, 1997.
Cadence Design Systems, Inc.
By: /s/ Joseph B. Costello
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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, May 12, 1997
- ------------------------------------- Chief Executive Officer
Joseph B. Costello and Director
(Principal Executive Officer)
/s/ H. Raymond Bingham Executive Vice President and May 12, 1997
- ------------------------------------- Chief Financial Officer
H. Raymond Bingham (Principal Financial Officer)
/s/ William Porter Vice President, Corporate May 12, 1997
- ------------------------------------- Controller and Assistant Secretary
William Porter (Principal Accounting Officer)
/s/ Carol Bartz Director May 12, 1997
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Carol Bartz
/s/ Henry E. Johnston Director May 12, 1997
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Henry E. Johnston
/s/ Leonard Y.W. Liu Director May 12, 1997
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Dr. Leonard Y.W. Liu
/s/ Donald L. Lucas Director May 12, 1997
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Donald L. Lucas
/s/ Alberto Sangiovanni-Vincetelli Director May 12, 1997
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Dr. Alberto Sangiovanni-Vincentelli
/s/ George M. Scalise Director May 12, 1997
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George M. Scalise
/s/ John B. Shoven Director May 12, 1997
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Dr. John B. Shoven
/s/ James E. Solomon Director May 12, 1997
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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* CCT 1989 Stock Option Plan, Form of Stock Option Plan Agreement and
Form of Exercise of Stock Option.
99.2* CCT 1993 Equity Incentive Plan, Form of Equity Incentive Plan Stock
Option Agreement, Form of Exercise of Equity Incentive Plan Stock
Option and Form of Equity Incentive Plan Stock Option Exercise
Agreement.
99.3* UniCAD Stock Option Plan, Form of Stock Option Grant.
99.4 CCT 1995 Directors Stock Option Plan, Form of Initial Stock Option
Grant, Form of Succeeding Stock Option Grant and Form of Exercise
Agreement.
* Documents incorporated by reference from Cadence's Registration
Statement on Form S-4 (Registration No. 333-16779) filed with the
Securities and Exchange Commission on November 27, 1996.