As filed with the Securities and Exchange Commission on March 6, 1998
Registration Statement No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------------------
SUMMIT DESIGN, INC.
(Exact name of Registrant as specified in
its charter)
Delaware
-------- 93-1137888
(State or Other ----------
Jurisdiction of (I.R.S. Employer
Incorporation or Identification
Organization) Number)
9305 S.W. Gemini Drive, Beaverton, Oregon 97008
(Address of Principal Executive Officer)
-----------------------------
SIMULATION TECHNOLOGIES CORP.
1994 STOCK OPTION PLAN
(Full Title of the Plan)
-----------------------------
LARRY J. GERHARD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SUMMIT DESIGN, INC.
9305 S.W. GEMINI DRIVE
BEAVERTON, OREGON 97008
(503) 643-9281
(Name, address, including zip code, and
telephone number, including area code, of
agent for service)
-----------------------------
Copy to:
STEVEN V. BERNARD, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered Registered (1) Share (2) Price Registration Fee
- ----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value 657,122 $.9821 $645,359.52 $190.38
(1) Pursuant to the Agreement and Plan of Reorganization dated as of
September 5, 1997, by and among Summit Design, Inc. (the "Registrant"),
Star Acquisition, Inc. and Simulation Technologies Corp. ("SimTech"), the
Registrant assumed all of the outstanding options to purchase Common Stock
of SimTech under the Simulation Technologies Corp. 1994 Stock Option Plan,
and such options became exercisable to purchase shares of Registrant's
Common Stock, with adjustments to the number of shares and exercise price
of each assumed option.
(2) Computed in accordance with Rule 457(h) of the Securities Act of 1933
solely for the purpose of calculating the filing fee based upon the
weighted average exercise price of $.9821 per share.
SUMMIT DESIGN, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission") by the Registrant:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
2. The Registrant's Current Report on Form 8-K dated February 28, 1997,
filed pursuant to Section 13(a) of the Exchange Act.
3. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1997, filed pursuant to Section 13(a) of the Exchange
Act.
4. The Registrant's Current Report on Form 8-K dated July 11, 1997, filed
pursuant to Section 13(a) of the Exchange Act.
5. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1997, filed pursuant to Section 13(a) of the Exchange
Act.
6. The Registrant's Current Report on Form 8-K dated September 9, 1997,
filed pursuant to Section 13(a) of the Exchange Act.
7. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1997, filed pursuant to Section 13(a) of the
Exchange Act.
8. The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated October 9, 1996,
filed pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), which was declared effective on
October 17, 1996, including any amendment or report filed for the
purpose of updating such description.
All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof, and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.
2
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by Delaware law.
Delaware law provides that a corporation's certificate of incorporation may
contain a provision eliminating or limiting the personal liability of a director
for monetary damages for breach of their fiduciary duties as directors, except
for liability (i) for any breach of their duty of loyalty to the corporation or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for unlawful
payments of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware General Corporation Law or (iv) for any
transaction from which the director derived an improper personal benefit.
The Company's Amended and Restated Bylaws provide that the Company shall
indemnify its directors and officers and may indemnify its employees and agents
to the fullest extent permitted by law. The Company believes that
indemnification under its Amended and Restated Bylaws covers at least negligence
and gross negligence on the part of indemnified parties.
The Company has entered into agreements to indemnify its directors and
officers in addition to the indemnification provided for in the Company's
Amended and Restated Bylaws. These agreements, among other things, indemnify
the Company's directors and officers for certain expenses (including attorney's
fees), judgments, fines and settlement amounts incurred by any such person in
any action or proceeding, including any action by or in the right of the
Company, arising out of such person's services as a director or officer of the
Company, any subsidiary of the Company or any other company or enterprise to
which the person provides services at the request of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
3
ITEM 8. INDEX TO EXHIBITS.
Exhibit
Number Description of Document
- ------- -----------------------
4.1 Simulation Technologies Corp. 1994 Stock Option Plan and form of agreement
thereto.
5.1 Opinion of Counsel as to legality of securities being registered
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 6)
__________________
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 of 1933;
(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; and
(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)(1)(i) and (a)(1)(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 Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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) 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 of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of
4
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 of 1933 and will be governed by the final adjudication of such issue.
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Beaverton, State of Oregon on this 6th day of March,
1998.
SUMMIT DESIGN, INC.
By: /s/ Larry J. Gerhard
-------------------------------------
Larry J. Gerhard
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints, jointly and severally, Larry J. Gerhard and C. Albert
Koob, or any of them (with full power to each of them to act alone), as his true
and lawful attorneys-in-fact and agents, each with full power of substitution
and resubstitution, for him and on his behalf to sign, execute and file this
Registration Statement and any or all amendments (including, without limitation,
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and any all documents required to be filed with
respect therewith, with the Securities and Exchange Commission or any regulatory
authority, granting unto such 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 and about the
premises in order to effectuate the same as fully to all intents and purposes as
he might or could do if personally present, hereby ratifying and confirming all
that such attorneys-in-fact and agents, or any of them, or his or their
substitute or substitutes, may lawfully do or cause to be done.
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.
Signatures Title Date
- ---------------------------- --------------------------- --------------
/s/ Larry J. Gerhard Chairman of the Board, March 6, 1998
----------------------- President and Chief
Larry J. Gerhard Executive Officer (Principal
Executive Officer)
/s/ C. Albert Koob Vice President - Finance, March 6, 1998
---------------------- Chief Financial Officer and
C. Albert Koob Secretary (Principal
Financial and Accounting
Officer)
/s/ William V. Botts Director March 6, 1998
----------------------
William V. Botts
/s/ Amihai Ben-David Director March 6, 1998
----------------------
Amihai Ben-David
/s/ Steven P. Erwin Director March 6, 1998
----------------------
Steven P. Erwin
/s/ Barbara M. Karmel Director March 6, 1998
----------------------
Barbara M. Karmel
Index to Exhibits
Exhibit
Number Description of Document
- ------- ---------------------------------------------------------
4.1 Simulation Technologies 1994 Stock Option Plan and form of agreement
thereto
5.1 Opinion of Counsel as to legality of securities being registered
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 6)
__________________