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As filed with the Securities and Exchange Commission on August 17, 1998
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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Aspec Technology, INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0298386
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
830 East Arques Avenue
Sunnyvale, California 94086
(408) 774-2199
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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1996 STOCK OPTION PLAN
1997 DIRECTOR OPTION PLAN
1997EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
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Mitchell D. Bohn
Chief Financial Officer
Aspec Technology, Inc.
830 East Arques Avenue
Sunnyvale, California 94086
(408) 774-2199
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
J. Robert Suffoletta, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Offering Registration
to be Registered Registered Per Share Price Fee
<S> <C> <C> <C> <C>
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Common Stock (par value $0.001 per share) to
be issued upon exercise of options granted 4,178,840 $ 8.69(1) $36,377,425.00 $10,731.34
under the 1996 Stock Option Plan 242,730 $ 5.375(2) $ 1,304,673.75 $ 384.88
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Common Stock (par value $0.001 per share) to
be issued upon exercise of options granted 25,000 $ 8.50(1) $ 212,500.00 $ 62.69
under the 1997 Director Option Plan 225,000 $ 5.375(2) $ 1,209,375.00 $ 356.77
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Common Stock (par value $0.001 per share) to
be issued pursuant to the 1997 Employee Stock
Purchase Plan 500,000 $ 4.56875(3) $ 2,284,375.00 $ 673.89
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Total $41,388,348.75 $12,209.57
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</TABLE>
(1) Estimated in accordance with Rule-457(h) solely for the purpose of
calculating the registration fee, based on the weighted average price of
the outstanding options as of August 13, 1998.
(2) Estimated in accordance with Rule-457(h) solely for the purpose of
calculating the registration fee, based on the average price of the high
and low prices as reported by The Nasdaq Stock Market on August 13, 1998.
(3) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee, based on 85% of the average price of the
high and low price as reported by The Nasdaq Stock Market on August 13,
1998.
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Aspec Technology, 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 Company's Registration Statement on Form S-1 (File No.
333-22913) as amended (the "Registration Statement"),
filed pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), relating to the Company's initial
public offering of its Common Stock.
2. The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998 filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
3. The Company's Current Report on Form 8-K filed pursuant to
Section 12 of the Exchange Act.
4. The description of Registrant's Common Stock contained in
the Registrant's Registration Statement on Form 8-A (File
No. 000-22565) pursuant to Section 12 of the Exchange Act,
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 de-registers 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.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the issuance of shares of Common Stock offered
hereby will be passed upon for the Registrant by Wilson Sonsini Goodrich &
Rosati, Professional Corporation ("WSGR"), Palo Alto, California. Certain
members of WSGR, or investment partnerships of which such persons are partners,
beneficially own an aggregate of 176,046 shares of the Registrant's Common
Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law authorizes a
court to award, or a corporation's Board of Directors to grant, indemnity to
directors and officers in terms sufficiently broad to permit such
indemnification under certain circumstances for liabilities (including
reimbursement for expenses incurred) arising under the Securities Act. Article 7
of the Company's Restated Certificate of Incorporation and Article 6.1 of the
Bylaws of the Company provide for indemnification of certain agents to the
maximum extent permitted by the Delaware General Corporation Law. Persons
covered by these indemnification provisions include current and former
directors, officers, employees and other agents of the Company, as well as
persons who serve at the request of the Company as directors, officers,
employees or agents of another enterprise. In addition, the
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Company has entered into agreements with its officers and directors which
require the Company to indemnify its officers and directors to the maximum
extent permitted under Delaware law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati
10.1* 1996 Stock Option Plan and form of Stock Option Agreement
10.2* 1997 Director Option Plan and form of Stock Option Agreement
10.3* 1997 Employee Stock Purchase Plan and form of Subscription Agreement
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-22913) which was declared effective by the
Commission on April 27, 1998.
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 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.
(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 therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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(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 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 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.
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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 Sunnyvale, State of California, on August 14, 1998.
ASPEC TECHNOLOGY, INC.
By: /s/ Conrad J. Dell'Oca
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Conrad J. Dell'Oca
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below hereby constitutes and appoints Conrad J. Dell'Oca and
Mitchell D. Bohn, with each of them acting individually, as his
attorney-in-fact, each with full power of substitution, for him in any and all
capacities, to sign any and all amendments to this Registration Statement on
Form S-8, and to file the same, with 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 any
substitute, may 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 on August 14, 1998 by the
following persons in the capacities indicated:
<TABLE>
<CAPTION>
Signature Title
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<S> <C>
Director, President and Chief Executive Officer
/s/ Conrad J. Dell'Oca (Principal Executive Officer)
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Conrad J. Dell'Oca
Director, Chief Financial Officer and
/s/ Mitchell D. Bohn Chief Operating Officer
- ------------------------------------------------- (Principal Financial and Accounting Officer)
Mitchell D. Bohn
/s/ Jai P. Shin Director
- -------------------------------------------------
Jai P. Shin
/s/ Y.S. Fu Director
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Y.S. Fu
/s/ Cheng Ming Lee Director
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Cheng Ming Lee
/s/ Walter Kortschak Director
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Walter Kortschak
/s/ Jeffrey D. Saper Director
- -------------------------------------------------
Jeffrey D. Saper
</TABLE>
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INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Opinion of Wilson Sonsini Goodrich & Rosati
10.1* 1996 Stock Option Plan and form of Stock Option Agreement
10.2* 1997 Director Option Plan and form of Stock Option Agreement
10.3* 1997 Employee Stock Purchase Plan and form of Subscription Agreement
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Wilson Sonsini Goodrich & Rosati (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-4)
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-22913) which was declared effective by the
Commission on April 27, 1998.
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Exhibit 5.1
August 14, 1997
Aspec Technology, Inc.
830 East Arques Avenue
Sunnyvale, CA 94086
Re: Registration Statement on Form S-8
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Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about August 14, 1998 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of (i) 4,178,840 shares of your Common Stock
outstanding under the 1996 Stock Option Plan, (ii) 242,730 shares of your Common
Stock reserved for issuance under the 1996 Stock Option Plan; (iii) 25,000
shares of your Common Stock outstanding under the 1997 Director Option Plan;
(iv) 225,000 shares of Common Stock reserved for issuance under the 1997
Director Option Plan; and (v) 500,000 shares of your Common Stock reserved for
issuance under the 1997 Employee Stock Purchase Plan (collectively, the
"Shares") (collectively, the "Plans"). As legal counsel for Aspec Technology,
Inc., we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the sale and issuance
of the Shares under the Plans.
It is our opinion that, when issued and sold in the manner referred to
in the Plans and pursuant to the respective agreement which accompanies each
grant under the Plans, the Shares will be legally and validly issued, fully paid
and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments to it.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement of Aspec Technology, Inc. on Form S-8 of our report dated March 12,
1998, appearing in the Registration Statement on Form S-1 (File No. 333-22913)
of Aspec Technology, Inc.
Deloitte & Touche LLP
San Jose, California
August 13, 1998
