AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 7, 1999
REGISTRATION NO. 333-69589
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST- EFFECTIVE AMENDMENT NO. 1 ON
FORM S-8 TO FORM S-4
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)
DELAWARE 77-0148231
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
2655 SEELY AVENUE, BUILDING 5
SAN JOSE, CALIFORNIA 95134
(Address of Principal Executive Offices) (Zip Code)
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OPTIONS ASSUMED BY CADENCE DESIGN SYSTEMS, INC.
ORIGINALLY GRANTED UNDER THE
QUICKTURN DESIGN SYSTEMS, INC. 1988 STOCK OPTION PLAN
PI DESIGN SYSTEMS, INC. 1990 STOCK OPTION PLAN
QUICKTURN DESIGN SYSTEMS, INC. 1992 KEY EXECUTIVE STOCK OPTION PLAN
QUICKTURN DESIGN SYSTEMS, INC. 1993 EMPLOYEE QUALIFIED STOCK PURCHASE PLAN
QUICKTURN DESIGN SYSTEMS, INC. 1996 SUPPLEMENTAL STOCK PLAN, AS AMENDED
QUICKTURN DESIGN SYSTEMS, INC. 1997 STOCK OPTION PLAN, AS AMENDED
QUICKTURN DESIGN SYSTEMS, INC. 1994 OUTSIDE DIRECTOR STOCK OPTION PLAN
SPEEDSIM, INC. 1995 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
OF QUICKTURN DESIGN SYSTEMS, INC.
(Full titles of the Plans)
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R.L. SMITH MCKEITHEN
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CADENCE DESIGN SYSTEMS, INC.
2655 SEELY AVENUE, BUILDING 5, SAN JOSE, CALIFORNIA 95134
(Name and Address of Agent for Service)
(408) 943-1234
(Telephone number, including area code, of agent for service)
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COPIES TO:
KENNETH R. LAMB, ESQ.
GIBSON, DUNN & CRUTCHER LLP
ONE MONTGOMERY STREET, 26TH FLOOR
SAN FRANCISCO, CALIFORNIA 94104
(415) 393-8200
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered (1)(2) per Share (3) Offering Price (3) Fee(3)(4)
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Common Stock, par 3,768,800 shares $7.5424 $28,425,797 $0
value $.01 per share
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(1) Shares subject to Options assumed as of May 25, 1999. Pursuant to Rule
416(a), this Registration Statement shall also cover any additional
shares of Common Stock which become issuable under the Quickturn Design
Systems, Inc. 1988 Stock Option Plan, Pi Design Systems, Inc. 1990
Stock Option Plan, Quickturn Design Systems, Inc. 1992 Key Executive
Stock Option Plan, Quickturn Design Systems, Inc. 1993 Employee
Qualified Stock Purchase Plan, Quickturn Design Systems, Inc. 1996
Supplemental Stock Plan, as amended, Quickturn Design Systems, Inc.
1997 Stock Option Plan, as amended, Quickturn Design Systems, Inc. 1994
Outside Director Stock Option Plan, and/or SpeedSim, Inc. 1995
Incentive and Nonqualified Stock Option Plan (collectively, the
"Assumed Option Plans") by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
the outstanding shares of Cadence Design Systems, Inc. Common Stock.
(2) The Registrant previously registered 11,800,000 shares of its common
stock, par value $.01 per share, under its Registration Statement on
Form S-4 (No. 333-69589) (the "Original Form S-4"), which was declared
effective on April 20, 1999 and 23,604,575 shares of its common stock,
par value $.01 per share, under its Registration Statement on Form S-4
(No. 333-69589) (the "Successor S-4"), which was declared effective on
May 7, 1999. The number of shares registered under the Successor S-4,
combined with the number of shares registered under the Original Form
S-4, was based on the aggregate number of outstanding shares of
Quickturn Design Systems, Inc. ("Quickturn") common stock, par value
$.001 per share, and the number of shares of Quickturn common stock
issuable upon exercise of outstanding options and warrants to acquire
shares of Quickturn common stock, multiplied by an assumed exchange
ratio (representing a value of $15 per share of Quickturn common stock)
of 1.5 shares of common stock, par value $.01 per share, of the
Registrant, based on an assumed per share price of the Registrant's
common stock of $10.
(3) Weighted average exercise price of outstanding options assumed as of
May 25, 1999. Calculated solely for purposes of this offering under
Rule 457(h) of the Securities Act of 1933, as amended, on the basis of
the maximum offering price per share that such options may be
exercised.
(4) A registration fee of $91,885.31 was previously paid in connection with
the registration of 11,800,000 shares of the Registrant's common stock
under the Original Form S-4. The registration fee paid under the
Original Form S-4 was calculated pursuant to Rules 457(f) and 457(c)
under the Securities Act of 1933, as amended (the "Securities Act"),
based on the average of the high and low sales prices of Quickturn
common stock, as reported by the Nasdaq National Market System on April
30, 1999 ($13.9375), the proposed maximum offering price under the
Successor S-4 was $328,967,509.38. Because that amount was less than
the proposed maximum offering price of $330,622,711.75 set forth on the
facing page of the Original Form S-4, no registration fee was payable
with the Successor S-4. As the shares subject to options assumed by the
Registrant were included in the Successor S-4 at a proposed maximum
offering price per share of $13.9375 and a proposed maximum aggregate
offering price of $328,967,509.38 for which a registration fee of
$91,885.31 was paid with the Original S-4, no fee is payable herewith.
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The shares of common stock subject to options registered hereunder have been
assumed by Cadence Design Systems, Inc. ("Cadence" or the "Registrant") pursuant
to an Agreement and Plan of Merger, dated as of December 8, 1998, as amended,
among Cadence, CDSI Acquisition, Inc., a Delaware corporation and wholly-owned
subsidiary of Cadence, and Quickturn Design Systems, Inc., a Delaware
corporation ("Quickturn"). These options were originally granted to directors,
employees and consultants of Quickturn and/or Quickturn's subsidiaries under the
Assumed Option Plans.
.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended January 2, 1999, including all
material incorporated by reference therein;
(b) The Registrant's Quarterly Report on Form 10-Q for
the fiscal quarter ended April 3, 1999, including all
material incorporated by reference therein;
(c) The Registrant's Current Report on Form 8-K filed
with the Commission on May 6, 1999;
(d) The Registrant's Current Report on Form 8-K filed
with the Commission on May 26, 1999;
(e) The Registrant's Current Report on Form 8-K/A filed
with the Commission on January 6, 1999;
(f) The Registrant's Current Report on Form 8-K/A filed
with the Commission on May 20, 1999;
(g) The description of the Registrant's Common Stock to
be offered hereby contained in the Registrant's
Registration Statement on Form 8-A filed with the
Commission on August 29, 1990;
(h) The description of the Registrant's Preferred Share
Purchase Rights set forth in Exhibit 1A, 1B and 1C to
the Registrant's Current Report on Form 8-A filed
with the Commission on February 16, 1996.
All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act") after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents.
Any document, and any statement contained in a document, incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein, or in any other subsequently filed document that
also is incorporated or deemed to be incorporated by reference herein, modifies
or supersedes such document or statement. Any such document or statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement. Subject to the foregoing,
all information appearing in this Registration Statement is qualified in its
entirety by the information appearing in the documents incorporated by
reference.
Item 4. DESCRIPTION OF SECURITIES
Not Applicable.
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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any of its directors or officers who was or is a party
or is threatened to be made a party to any third party proceeding by reason of
the fact that such person is or was a director or officer of the corporation
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that such person's conduct was
unlawful. In a derivative action, i.e., one by or in the right of a corporation,
the corporation is permitted to indemnify any of its directors or officers
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made if such person shall have been
adjudged liable to the corporation, unless and only to the extent that the court
in which such action or suit was brought shall determine upon application that
such person is fairly and reasonably entitled to indemnity for such expenses
despite such adjudication of liability.
Article VII of the Registrant's currently effective Certificate of
Incorporation eliminates the personal liability of its directors for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's 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) under Section 174 of
the Delaware General Corporation Law or (iv) for any transaction from which the
director derived an improper personal benefit. In addition, as permitted by
Section 145 of the Delaware General Corporation Law, the Bylaws of the
Registrant provide that: (a) the Registrant is required to indemnify its
directors and officers and persons serving in such capacities in other business
entities (including, for example, subsidiaries of the Registrant) at the
Registrant's request (such directors, officers and other persons are
collectively, "Covered Persons"), to the fullest extent permitted by Delaware
law, including those circumstances in which indemnification would otherwise be
discretionary; (b) the Registrant is required to advance expenses, as incurred
to such Covered Persons in connection with defending a proceeding; (c) the
indemnitee(s) of the Registrant have the right to bring suit, and to be paid the
expenses of prosecuting such suit if successful, to enforce the rights to
indemnification under the Bylaws or to advancement of expenses under the Bylaws;
(d) 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; (e) the Registrant is required to maintain director and
officer liability insurance to the extent reasonably available; and (f) the
Registrant may not retroactively amend the Bylaws indemnification provision in a
way that is adverse to such Covered Persons.
The Registrant has entered into indemnity agreements with each of its
executive officers and directors 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. The
Registrant also maintains a limited amount of director and officer insurance.
The indemnification provision in the Bylaws, and the indemnity agreements
entered into between the Registrant and its officers or 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
(the "1933 Act").
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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Item 8. EXHIBITS
EXHIBIT NUMBER EXHIBIT
4.1(a) The description of the Registrant's Common Stock.
Reference is made to the Registrant's
Registration Statement on Form 8-A filed with the
Commission on August 29, 1990 incorporated
by reference pursuant to Item 3(g);
(b) The description of the Registrant's Preferred
Share Purchase Rights. Reference is made to
Exhibit 1A, 1B and 1C to the Registrant's Current
Report on Form 8-A filed with the Commission on
February 16, 1996 incorporated by reference
pursuant to Item 3(h).
4.2 Specimen Certificate of the Registrant's Common
Stock (incorporated by reference to Exhibit 4.01
of the Registrant's Registration Statement on Form
S-4 (33-43400)).
4.3 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 Opinion and consent of Gibson, Dunn & Crutcher
LLP.
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained
in Exhibit 5).
99.1 Quickturn Design Systems, Inc. 1988 Stock Option
Plan, as amended and Form of 1988 Stock Option
Agreement for the 1988 Stock Option Plan, as
amended.
99.2 Pi Design Systems, Inc. 1990 Stock Option Plan, as
amended.
99.3 Quickturn Design Systems, Inc. 1992 Key Executive
Stock Option Plan, as amended and Form of
Incentive Stock Option Agreement, as amended.
99.4 Quickturn Design Systems, Inc. 1993 Employee
Qualified Stock Purchase Plan, as amended and
Form of Subscription Agreement for the 1993
Employee Qualified Stock Purchase Plan, as
amended.
99.5 Quickturn Design Systems, Inc. 1996 Supplemental
Stock Plan, as amended and Form of Stock Option
Agreement for 1996 Supplemental Stock Plan, as
amended.
99.6 Quickturn Design Systems, Inc. 1997 Stock Option
Plan, as amended and Form of 1997 Stock Option
Agreement for the 1997 Stock Option Plan, as
amended.
99.7 Quickturn Design Systems, Inc. 1994 Outside
Director Stock Option Plan and Form of Director
Nonstatutory Stock Option Agreement.
99.8 SpeedSim, Inc. 1995 Incentive and Nonqualified
Stock Option Plan.
Item 9. UNDERTAKING
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 1933 Act; (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; PROVIDED, HOWEVER, that clauses (1)(i) and (l)(ii) shall
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 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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, and
(3) to remove from
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registration by means of a post-effective amendment any of the securities being
registered which remain unsold upon the termination of the offering under the
Assumed Stock Plans.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this 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 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnity provisions incorporated by reference in
Item 6, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
1933 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 1933 Act and
will be governed by the final adjudication of such issue.
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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 this 3rd day
of June, 1999.
CADENCE DESIGN SYSTEMS, INC.
By:______________________________*
H. Raymond Bingham
President, Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE TITLE DATE
* President, Chief Executive Officer and June 3, 1999
- ---------------------------------- Director (Principal Executive Officer)
H. Raymond Bingham
* Senior Vice President, Chief Financial June 3, 1999
- ----------------------------------- Officer (Principal Financial Officer
William Porter and Principal Accounting Officer)
* Director June 3, 1999
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Carol A. Bartz
* Director June 3, 1999
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Dr. Leonard Y.W. Liu
* Director June 3, 1999
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Donald L. Lucas
* Director June 3, 1999
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Dr. Alberto Sangiovanni-
Vincentelli
* Director June 3, 1999
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George M. Scalise
* Director June 3, 1999
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Dr. John B. Shoven
* Director June 3, 1999
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Roger S. Siboni
By: /s/R.L. Smith McKeithen
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R.L. Smith McKeithen
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit Number Exhibit
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4.1(a) The description of the Registrant's Common Stock.
Reference is made to the Registrant's Registration
Statement on Form 8-A filed with the Commission on
August 29, 1990 incorporated by reference pursuant to
Item 3(g).
(b) The description of the Registrant's Preferred Share
Purchase Rights. Reference is made to Exhibit 1A, 1B
and 1C to the Registrant's Current Report on Form 8-A
filed with the Commission on February 16, 1996
incorporated by reference pursuant to Item 3(h).
4.2 Specimen Certificate of the Registrant's Common Stock
(incorporated by reference to Exhibit 4.01 of the
Registrant's Registration Statement on Form S-4
(33-43400)).
4.3 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 Opinion and consent of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in
Exhibit 5).
99.1 Quickturn Design Systems, Inc. 1988 Stock Option
Plan, as amended and Form of 1988 Stock Option
Agreement for the 1988 Stock Option Plan, as
amended.
99.2 Pi Design Systems, Inc. 1990 Stock Option Plan, as
amended.
99.3 Quickturn Design Systems, Inc. 1992 Key Executive
Stock Option Plan, as amended and Form of Incentive
Stock Option Agreement for the 1992 Key Executive
Stock Option Plan, as amended.
99.4 Quickturn Design Systems, Inc. 1993 Employee
Qualified Stock Purchase Plan, as amended and Form
of Subscription Agreement to the 1993 Employee
Qualified Stock Purchase Plan, as amended.
99.5 Quickturn Design Systems, Inc. 1996 Supplemental
Stock Plan, as amended and Form of Stock Option
Agreement for 1996 Supplemental Stock Plan, as
amended.
99.6 Quickturn Design Systems, Inc. 1997 Stock Option
Plan, as amended and Form of the Stock Option
Agreement for the 1997 Stock Option Plan, as amended.
99.7 Quickturn Design Systems, Inc. 1994 Outside Director
Stock Option Plan and Form of Director Nonstatutory
Stock Option Agreement.
99.8 SpeedSim, Inc. 1995 Incentive and Nonqualified Stock
Option Plan.