As filed with the Securities and Exchange Commission on November 12, 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
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(Address of principal executive offices)
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1997 NONSTATUTORY STOCK OPTION 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)
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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 (650) 843-5000
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE
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Stock Options and
Common Stock (par value
$.01) 10,000,000 $29.875 - $54.50 $459,208,275.02 $139,153.88
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(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 (i) $29.875 - $54.50, the exercise
prices of 4,034,579 outstanding options to purchase Common Stock pursuant
to Registrant's 1997 Nonstatutory Stock Option Plan and (ii) $53.875, the
average of the high and low sales price of Registrant's Common Stock on
November 7, 1997 as reported on the New York Stock Exchange.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Cadence Design Systems, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:
(a) The Company's latest annual report on Form 10-K filed pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or either (1) the Company's latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the
"Act"), that contains audited financial statements for the Company's latest
fiscal year for which such statements have been filed, or (2) the Company's
effective registration statement on Form 10 or 20-F filed under the Exchange
Act containing audited financial statements for the Company's latest fiscal
year.
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual reports,
the prospectus or the registration statement referred to in (a) above.
(c) The description of the Company's Common Stock which is contained in
a registration statement filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of 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.
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
1.
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.
EXHIBITS
Exhibit
Number
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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.
99 1997 Nonstatutory Stock Option Plan
UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) (Section 230.424(b) of this chapter) if, in the aggregate,
the changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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
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 herein.
2.
(b) 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.
(c) 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.
2. 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.
3. 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 foregoing provisions, 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
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
November 5, 1997.
CADENCE DESIGN SYSTEMS, INC.
By: /s/ John R. Harding
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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 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-1
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, November 5, 1997
- -------------------------------------- Chief Executive
(John R. Harding) Officer and Director
(Principal Executive
Officer)
/s/ H. Raymond Bingham Executive Vice November 5, 1997
- ------------------------------------- President and Chief
(H. Raymond Bingham) Financial Officer
(Principal Financial
Officer)
/s/ William Porter Vice President, November 5, 1997
- ------------------------------------- Corporate Controller
(William Porter) and Assistant
Secretary (Principal
Accounting Officer)
/s/ Carol Bartz
- ------------------------------------- Director November 5, 1997
(Carol Bartz)
/s/ Leonard Y. W. Liu
- ------------------------------------- Director November 5, 1997
(Leonard Y. W. Liu)
/s/ Donald L. Lucas Director and
- ------------------------------------- Chairman November 5, 1997
(Donald L. Lucas)
/s/ Alberto Sangiovanni-Vincentelli Director November 5, 1997
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(Alberto Sangiovanni-Vincentelli)
/s/ George M. Scalise
- ------------------------------------- Director November 5, 1997
(George M. Scalise)
/s/ John B. Shoven
- ------------------------------------- Director November 5, 1997
(John B. Shoven)
II-2
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.
99 1997 Nonstatutory Stock Option Plan