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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 7, 2000.
REGISTRATION NO. 333-41552
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SECURITIES AND EXCHANGE COMMISSION
------------------------
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TALITY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE NO. 7373 77-0548279
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (IRS EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) NUMBER)
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2655 SEELY AVENUE, BUILDING 9
SAN JOSE, CALIFORNIA 95134
(408) 943-1234
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
ROBERT P. WIEDERHOLD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TALITY CORPORATION
2655 SEELY AVENUE, BUILDING 9
SAN JOSE, CALIFORNIA 95134
(408) 943-1234
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
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GREGORY J. CONKLIN, ESQ. R. L. SMITH MCKEITHEN, ESQ. JOHN L. SAVVA, ESQ.
LISA A. FONTENOT, ESQ. CADENCE DESIGN SYSTEMS, INC. KRISTEN SMITH DAYLEY, ESQ.
GIBSON, DUNN & CRUTCHER LLP 2655 SEELY AVENUE, BUILDING 5 SULLIVAN & CROMWELL
ONE MONTGOMERY STREET SAN JOSE, CALIFORNIA 95134 1888 CENTURY PARK EAST, SUITE 2100
TELESIS TOWER LOS ANGELES, CALIFORNIA 90067
SAN FRANCISCO, CALIFORNIA 94104
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE(1)
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Class A Common Stock, par value $.001 per share.... $175,950,000 $46,451
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o) under the Securities Act of 1933, as amended. Previously
paid.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.
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EXPLANATORY NOTE
This registration statement being filed with the Securities and Exchange
Commission relates to the initial public offering of Class A Common Stock,
$0.001 par value per share, of Tality Corporation contemplated by a registration
statement (File No. 333-41552) that was filed with the Securities and Exchange
Commission on July 17, 2000, and is filed in order to submit certain exhibits to
the prior registration statement as set forth below.
EXHIBITS
The following exhibits are filed herewith:
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EXHIBIT
NUMBER EXHIBIT TITLE
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3.2 Form of Restated Certificate of Incorporation of the
Registrant to be in effect prior to the completion of the
offering.
10.1 Form of Agreement of Limited Partnership of Tality, LP,
between the Registrant and Cadence Holdings, Inc.
10.3 Tality Corporation 2000 Equity Incentive Plan.
10.4 Tality Corporation 2000 Broad Based Equity Incentive Plan.
10.5 Form of Indemnity Agreement between the Registrant and its
directors and executive officers.
10.7 Form of General Assignment and Assumption Agreement between
the Registrant, Cadence, Cadence Holdings, Inc. and Tality,
LP.
10.11 Form of Real Estate Matters Agreement by and among the
Registrant, Cadence, Cadence Holdings, Inc. and Tality, LP.
10.12 Form of Master Confidentiality Agreement by and among the
Registrant, Cadence, Cadence Holdings, Inc. and Tality, LP.
10.18 Form of Amended and Restated Master Separation Agreement by
and among the Registrant, Cadence, Cadence Holdings, Inc.
and Tality, LP.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Registrant in connection
with this offering. All amounts are estimates except the Securities and Exchange
Commission registration fee, the NASD filing fee and the Nasdaq National Market
listing fee.
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Securities and Exchange Commission registration fee......... $ 46,451
NASD fee.................................................... 18,095
Nasdaq National Market listing fee.......................... 95,000
Printing and engraving costs................................ 230,000
Legal fees and expenses..................................... 1,700,000
Accounting fees and expenses................................ 650,000
Blue Sky qualification fees and expenses.................... 25,000
Transfer agent and registrar fees and expenses.............. 5,000
Miscellaneous............................................... 5,454
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Total....................................................... $2,775,000
==========
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ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is incorporated under the laws of the State of Delaware.
Section 145 of the General Corporation Law of the State of Delaware provides for
the indemnification of officers and directors under certain circumstances
against expenses incurred in successfully defending against a claim and
authorizes Delaware corporations to indemnify their officers and directors under
certain circumstances against expenses and liabilities incurred in legal
proceedings involving such persons because of their being or having been an
officer or director. Article VII of the Bylaws provide that all persons whom the
Registrant is empowered to indemnify pursuant to Delaware General Corporation
Law shall be indemnified by the Registrant to the full extent permitted thereby.
The foregoing right of indemnification shall not be deemed to be exclusive of
any other rights to which those seeking indemnification may be entitled under
any statute, the Registrant's Amended and Restated Certificate of Incorporation,
Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
Section 102(b) of the Delaware General Corporation Law permits a
corporation, by so providing in its certificate of incorporation, to eliminate
or limit director's liability to the corporation and its stockholders for
monetary damages arising out of certain alleged breaches of their fiduciary
duty. Section 102(b)(7) provides that no such limitation of liability may affect
a director's liability with respect to any of the following: (i) breaches of the
director's duty of loyalty to the corporation or its stockholders; (ii) acts or
omissions not made in good faith or which involve intentional misconduct of
knowing violations of law; (iii) liability for dividends paid or stock
repurchased or redeemed in violation of Section 174 of the Delaware General
Corporation law or (iv) any transaction from which the director derived an
improper personal benefit.
All of Tality's directors and officers will be covered by insurance
policies maintained by Tality against certain liabilities for actions taken in
their capacities as such, including liabilities under the Securities Act of
1933, as amended. In addition, the Registrant has entered into indemnity
agreements with its directors and executive officers (a form of which is filed
as Exhibit 10.5 to this Registration Statement) that obligate the Registrant to
indemnify such directors and executive officers to the fullest extent permitted
by the Delaware General Corporation Law.
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Reference is made to the Underwriting Agreement, the proposed form of which
is filed as Exhibit 1.1, pursuant to which the underwriters agree to indemnify
the directors and certain officers of the Registrant and certain other persons
in certain circumstances.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
In connection with its incorporation and organization, on July 13, 2000,
Tality Corporation issued 2,150,000 shares of Class A common stock and one share
of Class B common stock to Cadence for an aggregate of $13,437,500. Tality
Corporation believes that this issuance was exempt from registration under
Section 4(2) of the Securities Act as a transaction not involving any public
offering.
During July 2000, Tality Corporation granted options to Cadence to purchase
up to shares of Tality Corporation's Class A common stock under Tality
Corporation's stock option plan at a weighted average exercise price of $6.25
per share. Cadence subsequently transferred the options to its employees
involved primarily in the electronics design services business. These grants
were exempt from registration under Section 4(2) of the Securities Act as a
transaction not involving a public offering and issuances to Cadence employees
pursuant to Rule 701 under the Securities Act.
During July 2000, Tality Corporation granted options to two employees of
Cadence involved primarily in the electronics design services business. These
grants were exempt from registration under Section 4(2) of the Securities Act as
a transaction not involving a public offering.
ITEM 16. EXHIBITS
(a) Exhibits
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EXHIBIT
NUMBER DESCRIPTION
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1.1* Form of Underwriting Agreement.
3.1* Certificate of Incorporation of the Registrant.
3.2 Form of Restated Certificate of Incorporation of the
Registrant to be in effect prior to completion of the
offering.
3.3* Bylaws of the Registrant.
4.1* Specimen form of Registrant's common stock certificate.
5.1+ Opinion of Gibson, Dunn & Crutcher LLP.
10.1 Form of Agreement of Limited Partnership of Tality, LP,
between the Registrant and Cadence Holdings, Inc.
10.2* Master Separation Agreement dated as of July 14, 2000,
between the Registrant, Cadence Design Systems, Inc.
("Cadence") and Cadence Holdings, Inc.
10.3 Tality Corporation 2000 Equity Incentive Plan.
10.4 Tality Corporation 2000 Broad Based Equity Incentive Plan.
10.5 Form of Indemnity Agreement between the Registrant and its
directors and executive officers.
10.6* Employment Agreement between the Registrant and Robert P.
Wiederhold dated as of July 14, 2000.
10.7 Form of General Assignment and Assumption Agreement by and
among the Registrant, Cadence, Cadence Holdings, Inc. and
Tality, LP.
10.8+ Form of Master Intellectual Property Ownership and License
Agreement by and among the Registrant, Cadence, Cadence
Holdings, Inc. and Tality, LP.
10.9+ Form of Employee Matters Agreement by and among the
Registrant, Cadence, Cadence Holdings, Inc. and Tality, LP.
10.10+ Form of Master Corporate Services Agreement by and among the
Registrant, Cadence, Cadence Holdings, Inc. and Tality, LP.
10.11 Form of Real Estate Matters Agreement by and among the
Registrant, Cadence, Cadence Holdings, Inc. and Tality, LP.
10.12 Form of Master Confidentiality Agreement by and among the
Registrant, Cadence, Cadence Holdings, Inc. and Tality, LP.
10.13+ Form of Indemnification and Insurance Matters Agreement by
and among the Registrant, Cadence, Cadence Holdings, Inc.
and Tality, LP.
10.14+ Form of EDA Tools Agreement between the Registrant and
Cadence.
10.15+ Form of Joint Technology Development and Support Agreement
by and among the Registrant, Cadence, Cadence Holdings, Inc.
and Tality, LP.
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EXHIBIT
NUMBER DESCRIPTION
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10.16+ Form of Joint Sales Agreement by and among the Registrant,
Cadence, Cadence Holdings, Inc. and Tality, LP.
10.17+ Form of Asset Purchase Agreement between Cadence, Cadence
Technology Limited and Cadence Holdings, Inc.
10.18** Form of Amended and Restated Master Separation Agreement by
and among the Registrant, Cadence, Cadence Holdings, Inc.
and Tality, LP.
21.1* Subsidiaries of the Registrant.
23.1+ Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit
5.1).
23.2* Consent of Arthur Andersen LLP.
23.3* Consent of Deloitte & Touche LLP.
24.1* Power of Attorney (included on the signature page to this
Registration Statement, see page II-5).
27.1* Financial Data Schedule.
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+ To be filed by amendment.
* Previously filed.
** Confidential treatment request as to certain portions of exhibit.
Unredacted versions of this exhibit have been filed separately with the
Securities and Exchange Commission.
(b) Financial Statement Schedule
Other financial statement schedules have been omitted because the
information called for is not required or is shown either in our consolidated
financial statements or the notes thereto.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes the following:
(i) The Registrant hereby undertakes to provide to the underwriters at
the closing specified in the underwriting agreement, certificates in such
denominations and registered in such names as required by the underwriters
to permit prompt delivery to each purchaser.
(ii) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted
to directors, officers and controlling persons of the Registrant pursuant
to the Delaware General Corporation Law, the Registrant's Amended and
Restated Certificate of Incorporation, the Registrant's Bylaws, 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.
(iii) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this Registration Statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act is part of this Registration
Statement as of the time it was declared effective.
(iv) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this amendment to the registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of San Jose, State of California, on the 4th day of August, 2000.
TALITY CORPORATION
By: /s/ ROBERT P. WIEDERHOLD*
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Robert P. Wiederhold
President and Chief Executive Officer
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:
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SIGNATURE TITLE DATE
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/s/ ROBERT P. WIEDERHOLD* President and Chief Executive August 4, 2000
----------------------------------------------------- Officer; Director (Principal
Robert P. Wiederhold Executive Officer)
/s/ DUANE W. BELL Senior Vice President, Chief August 4, 2000
----------------------------------------------------- Financial Officer and
Duane W. Bell Secretary (Principal Financial
Officer and Principal
Accounting Officer)
/s/ H. RAYMOND BINGHAM* Director August 4, 2000
-----------------------------------------------------
H. Raymond Bingham
/s/ RONALD R. BARRIS* Director August 4, 2000
-----------------------------------------------------
Ronald R. Barris
*By: /s/ DUANE W. BELL August 4, 2000
------------------------------------------------
Duane W. Bell
Attorney-in-Fact
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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1.1* Form of Underwriting Agreement.
3.1* Certificate of Incorporation of the Registrant.
3.2 Form of Restated Certificate of Incorporation of the
Registrant to be in effect prior to completion of the
offering.
3.3* Bylaws of the Registrant.
4.1* Specimen form of Registrant's common stock certificate.
5.1+ Opinion of Gibson, Dunn & Crutcher LLP.
10.1 Form of Agreement of Limited Partnership of Tality, LP,
between the Registrant and Cadence Holdings, Inc.
10.2* Master Separation Agreement dated as of July 14, 2000,
between the Registrant, Cadence Design Systems, Inc.
("Cadence") and Cadence Holdings, Inc.
10.3 Tality Corporation 2000 Equity Incentive Plan.
10.4 Tality Corporation 2000 Broad Based Equity Incentive Plan.
10.5 Form of Indemnity Agreement between the Registrant and its
directors and executive officers.
10.6* Employment Agreement between the Registrant and Robert P.
Wiederhold dated as of July 14, 2000.
10.7 Form of General Assignment and Assumption Agreement by and
among the Registrant, Cadence, Cadence Holdings, Inc. and
Tality, LP.
10.8+ Form of Master Intellectual Property Ownership and License
Agreement by and among the Registrant, Cadence, Cadence
Holdings, Inc. and Tality, LP.
10.9+ Form of Employee Matters Agreement by and among the
Registrant, Cadence, Cadence Holdings, Inc. and Tality, LP.
10.10+ Form of Master Corporate Services Agreement by and among the
Registrant, Cadence, Cadence Holdings, Inc. and Tality, LP.
10.11 Form of Real Estate Matters Agreement by and among the
Registrant, Cadence, Cadence Holdings, Inc. and Tality, LP.
10.12 Form of Master Confidentiality Agreement by and among the
Registrant, Cadence, Cadence Holdings, Inc. and Tality, LP.
10.13+ Form of Indemnification and Insurance Matters Agreement by
and among the Registrant, Cadence, Cadence Holdings, Inc.
and Tality, LP.
10.14+ Form of EDA Tools Agreement between the Registrant and
Cadence.
10.15+ Form of Joint Technology Development and Support Agreement
by and among the Registrant, Cadence, Cadence Holdings, Inc.
and Tality, LP.
10.16+ Form of Joint Sales Agreement by and among the Registrant,
Cadence, Cadence Holdings, Inc. and Tality, LP.
10.17+ Form of Asset Purchase Agreement between Cadence, Cadence
Technology Limited and Cadence Holdings, Inc.
10.18** Form of Amended and Restated Master Separation Agreement by
and among the Registrant, Cadence, Cadence Holdings, Inc.
and Tality, LP.
21.1* Subsidiaries of the Registrant.
23.1+ Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit
5.1).
23.2* Consent of Arthur Andersen LLP.
23.3* Consent of Deloitte & Touche LLP.
24.1* Power of Attorney (included on the signature page to this
Registration Statement, see page II-5).
27.1* Financial Data Schedule.
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+ To be filed by amendment.
* Previously filed.
** Confidential treatment request as to certain portions of exhibit.
Unredacted versions of this exhibit have been filed separately with the
Securities and Exchange Commission.
(b) Financial Statement Schedule
Other financial statement schedules have been omitted because the
information called for is not required or is shown either in our consolidated
financial statements or the notes thereto.
II-5
