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OMB APPROVAL
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OMB NUMBER 3235-0056
EXPIRES: JANUARY 31, 2002
ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE.....7
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Tality Corporation
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(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 77-0548279
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(State of incorporation or organization) (I.R.S. Employer Identification Number)
</TABLE>
555 River Oaks Parkway, Building 3, San Jose, CA 95134
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each exchange on which
to be registered each class is to be registered
<S> <C>
None None
</TABLE>
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates (if
applicable): 333 - 41552
Securities to be registered pursuant to Section 12(g) of the Act:
Class A Common Stock, $.001 par value
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(Title of class)
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(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
In response to this item, incorporated by reference is the description of the
Class A Common Stock, $.001 par value per share (the "Common Stock"), of Tality
Corporation (the "Registrant") contained under the caption "Description of
Capital Stock and Partnership
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Units" in the Prospectus (Subject to Completion) dated July 17, 2000 that forms
a part of the Registrant's Registration Statement on Form S-1 (File No.
333-41552) (as amended, the "Registration Statement"). If such description is
subsequently amended, the description as subsequently amended is hereby
incorporated by reference to this item.
ITEM 2. EXHIBITS
The following exhibits are filed as a part of this Registration Statement:
1(a)* Certificate of Incorporation of the Registrant, as filed
with the Secretary of State of the State of Delaware on
July 13, 2000 (incorporated herein by reference to Exhibit
3.1 of the Registration Statement).
1(b)* Form of Restated Certificate of Incorporation of the
Registrant, to be filed with the Secretary of State of the
State of Delaware and be in effect prior to completion of
the Registrant's initial public offering (incorporated
herein by reference to Exhibit 3.2 of the Registrant
Statement).
2* Bylaws of the Registrant, not amended (incorporated herein
by reference to Exhibit 3.3 of the Registration
Statement).
3* Form of Common Stock Certificate of Registrant
(incorporated herein by reference to Exhibit 4.1 of the
Registration Statement).
4 The description of the Class A Common Stock of the
Registrant contained under the caption "Description of
Capital Stock and Partnership Units" set forth on page 75
of the Prospectus (Subject to Completion) dated July 17,
2000, as amended is incorporated herein by reference from
the Registration Statement. If such description is
subsequently amended, the description as subsequently
amended is hereby incorporated by reference to this item.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
(Registrant) Tality Corporation
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Date September 7, 2000
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By /s/ Duane W. Bell
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Duane W. Bell
Secretary
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* Filed as an exhibit to the Registration Statement or subsequent amendments
thereto.
2
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
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 Fixed Term License Agreement between Cadence and
Tality, LP.
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 Canadian Asset Purchase Agreement by and among
Cadence, Cadence Design Systems (Canada), Limited and Tality
Canada Corporation.
10.18 Form of Amended and Restated Master Separation Agreement by
and among the Registrant, Cadence, Cadence Holdings, Inc.
and Tality, LP.
10.19 Form of United Kingdom Asset Purchase Agreement by and among
Symbionics Group Limited, Cadence and Cadence Design
Systems, Limited.
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.
</TABLE>
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