<PAGE>
As filed with the Securities and Exchange Commission on September 22, 2000
Registration No. 333-45440
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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VERISITY LTD.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Israel 737103 Not Applicable
------ ------ --------------
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
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Moshe Gavrielov
Chief Executive Officer
2041 Landings Drive, Mountain View, CA 94043, (650) 934-6800
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Copies to:
<TABLE>
<S> <C>
Paul R. Rogers, Esq. Peter T. Healy, Esq.
Elizabeth B. Kent, Esq. Steven L. Pickering, Esq.
Rola J. Innis, Esq. C. Brophy Christensen, Esq.
Bleu K. Lawless, Esq. Daniel L. Jablonsky, Esq.
Howard, Rice, Nemerovski,
Canady, O'Melveny & Myers LLP
Falk & Rabkin, A Professional
Corporation 275 Battery Street, 26th Floor
Three Embarcadero Center, Suite
700 San Francisco, CA 94111
San Francisco, CA 94111 (415) 984-8700
(415) 434-1600
Hanan Salinger, Adv. Aaron M. Lampert, Adv.
Ilan Lior, Adv. Naschitz, Brandes & Co.
Salinger & Co. Advocates 5 Tuval Street, Tel Aviv 67897, Israel
26 Nachmani Street, Tel Aviv
65794, Israel 972-3-623-5000
972-3-560-8494
</TABLE>
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
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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, as amended, 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, 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 delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act, check the following box. [_]
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CALCULATION OF REGISTRATION FEE
<TABLE>
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<CAPTION>
Proposed Maximum
Title of Each Class of Securities to be Aggregate Offering Amount of
Registered Price(1) Registration Fee
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<S> <C> <C>
Ordinary Shares, par value NIS 0.01 per
share................................... $46,000,000 $12,144(2)
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------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(o) of the Securities Act.
(2) Previously paid.
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Verisity Ltd. amends this registration statement on such date or dates as may
be necessary to delay its effective date until a further amendment which
specifically states that this registration statement shall become effective in
accordance with Section 8(a) of the Securities Act or until the registration
statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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<PAGE>
EXPLANATORY NOTE
This registration statement contains two forms of prospectus front cover
pages: (a) one to be used in connection with an offering in the United States
and Canada and (b) one to be used in connection with a concurrent offering
outside of the United States and Canada. The United States/Canadian prospectus
and the international prospectus are otherwise identical in all respects. The
international version of the front cover page is included immediately before
Part II of this registration statement.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses payable by us in
connection with the sale of the ordinary shares we are offering, other than
underwriting commissions and discounts. All amounts, except the SEC
registration fee, the NASD Filing Fee and the Nasdaq National Market listing
fee, are estimates.
<TABLE>
<CAPTION>
Item Amount
---- -------
<S> <C>
SEC registration fee................................................ $12,144
NASD filing fee..................................................... 5,100
Nasdaq National Market listing fee.................................. 5,000
Blue Sky fees and expenses..........................................
Printing and engraving expenses.....................................
Legal fees and expenses.............................................
Accounting fees and expenses........................................
Transfer Agent and Registrar fees...................................
Miscellaneous expenses..............................................
-------
Total............................................................. $
=======
</TABLE>
Item 14. Indemnification of Directors and Officers
The Companies Law allows a company to include in its articles of association
provisions pursuant to which it may:
. exempt, in advance or after the fact, an office holder from liability to
the company for breach of his duty of care, subject to the requirements
of the Companies Law;
. indemnify an office holder of the company by reason of acts or omissions
committed in his capacity as an office holder, for:
. monetary liabilities imposed upon him under a court judgment, including
a compromise judgment or an arbitrator's decision approved by a court;
and
. reasonable litigation expenses, including attorney's fees, actually
incurred by him or imposed upon him by a court, in an action brought
against him by or on behalf of the company or by other persons, or in a
criminal action from which he was acquitted, or in which he was
convicted if the criminal action does not require proof of criminal
intent;
. enter into a contract to insure the liability of an office holder of the
company by reason of acts or omissions committed in his capacity as an
office holder of the company regarding:
. the breach of his duty of care towards the company or any other person;
. the breach of his fiduciary duty to the company provided that he acted
in good faith and had a reasonable basis to believe that the act would
not impair the interests of the company; and
. monetary liabilities which may be imposed upon him in favor of other
persons.
The Companies Law also provides that the articles of association of a company
may provide for indemnification of an office holder either in advance or after
the event; provided, however, that any
II-1
<PAGE>
advance undertaking to indemnify must be limited to occurrences of types which
the board of directors can reasonably foresee at the time the undertaking to
indemnify is given and to an amount that the board of directors determines is
reasonable in such circumstances. In addition, the Companies Law provides that
a company may not indemnify, exempt or enter into an insurance contract which
would provide coverage for the liability of an office holder for:
. a breach of his duty of loyalty, except to the extent described above;
. a breach of his duty of care, if the breach was done intentionally,
recklessly or with disregard of the circumstances of the breach or its
consequences;
. an act or omission done with the intent to unlawfully realize personal
gain; or
. a fine levied against him.
Under the Companies Law, indemnification of, and procurement of insurance
coverage for, an office holder of a company requires the approval of the
company's audit committee and board of directors, and in some circumstances the
approval of the company's shareholders.
We have agreed to indemnify each of our office holders to the extent
permitted by the Companies Law and intend to increase the amount of our
directors' and officers' liability insurance policy. The insurance policy
includes coverage relating to the offering of the ordinary shares described in
this prospectus. In September 2000, our board of directors authorized us to
enter into indemnification agreements with each of our office holders. These
agreements are subject to the approval of our shareholders at a meeting
scheduled for October 4, 2000. In general the indemnification agreements
provide, subject to specified conditions and limitations, that we will defend,
indemnify and hold harmless our office holders for all amounts they must pay,
including reasonable legal expenses, if they are a party to or threatened to be
made a party to any legal proceedings by reason of any act or omission made in
their capacity as office holders. Obligations that result from the offering of
the ordinary shares described in this prospectus would also be covered by the
indemnification agreements.
The underwriting agreement (Exhibit 1.1) provides for indemnification against
some civil liabilities, including liabilities under the Securities Act and
liabilities arising from breaches of our representations and warranties
contained in the underwriting agreement.
Item 15. Recent Sales of Unregistered Securities
Between September 11, 1995 and February 15, 1996, we issued 2,154,000
ordinary shares to Yoav Hollander, our co-founder.
On February 15, 1996, we issued 1,260,000 ordinary shares to Ma'ahaz Ne'eman
Ltd., a trust company. Pursuant to a trust arrangement, these shares are held
in trust within the framework of an employee share option plan and distributed
to our employees under the terms of such plan.
In February 1996, we issued an aggregate of 432,000 Series A1 Preferred
Shares to two accredited investors, for an aggregate consideration of $299,981,
of which only 345,000 shares remain held by them.
On September 26, 1996 we issued Gemini Israel Fund L.P. a warrant to purchase
18,150 Series A Preferred Shares (as adjusted) at an exercise price of $1.24
per share. The warrant will expire upon the closing of our initial public
offering.
II-2
<PAGE>
On November 3, 1996, we issued an aggregate of 960,000 Series A2 Preferred
Shares to two accredited investors, and their affiliates, for an aggregate
consideration of $1,000,000, of which 796,640 shares remain held by them.
On November 3, 1996, we issued 1,129,020 Series A3 Preferred Shares to five
accredited investors for an aggregate consideration of $1,399,985, of which
901,040 remain held by them.
On July 20, 1997, we issued 374,062 ordinary shares pursuant to a share
restriction agreement to Kathryn Kranen, one of the former officers of our
subsidiary, Verisity Design, Inc. ("Verisity Design"). The shares were subject
to a repurchase option in favor of our subsidiary. Upon Ms. Kranen's
termination, Verisity Design exercised its repurchase option with respect to
62,343 ordinary shares.
From August to November 1997, we issued an aggregate of 1,501,086 Series B1
and B2 Preferred Shares to 13 accredited investors for an aggregate
consideration of $2,734,985.
Pursuant to an agreement dated March 23, 1998, we issued 671,938 ordinary
shares to Moshe Gavrielov, our Chief Executive Officer, for an aggregate
consideration of $201,581. The shares are subject to certain vesting
requirements and the unvested portion of the shares are subject to a repurchase
option in favor of Verisity Design.
From July 1998 to December 1998, we issued an aggregate of 870,630 Series C
Preferred Shares to 15 accredited investors for an aggregate consideration of
$5,231,703.
From February to May 1999, we issued an aggregate of 1,672,320 Series D
Preferred Shares to 18 accredited investors for an aggregate consideration of
$12,317,473.
On July 29, 1999, we issued Needham & Company Inc. a warrant to purchase up
to an aggregate of 45,618 Series D Preferred Shares at an exercise price of
$7.3655 per share. Upon the closing of our initial public offering, the warrant
will become exercisable for up to 45,618 ordinary shares.
On July 29, 1999, we issued E. F. Capital Management Inc. a warrant to
purchase up to an aggregate of 19,551 Series D Preferred Shares at an exercise
price of $7.3655 per share. Upon the closing of our initial public offering,
the warrant will become exercisable for up to 19,551 ordinary shares.
On November 30, 1999, we issued 2,948,861 ordinary shares and 400,229
substitute options to purchase ordinary shares to the stockholders and option
holders of SureFire Verification, Inc. in connection with its merger with and
into Verisity Design.
Since our inception, we have issued options to purchase an aggregate of
6,061,985 ordinary shares to a number of our employees, directors and
consultants.
The issuance of the above securities were deemed to be exempt from
registration under the Securities Act in reliance on Section 4(2) of such
Securities Act as transactions by an issuer not involving any public offering.
In addition, certain issuances of stock options described above were deemed
exempt from registration under the Securities Act in reliance upon Rule 701
promulgated under the Securities Act. The recipients of securities in each such
transaction represented their intentions to acquire the securities for
investment only and not with a view to or for sale in connection with any
distribution thereof, and appropriate legends were affixed to the share
certificates and warrants issued in such transactions. All recipients had
adequate access, through their relationships with us, to information about us.
II-3
<PAGE>
Item 16. Exhibits and Financial Statement
(a) Exhibits
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<C> <S>
1.1* Form of Underwriting Agreement.
3.1** Articles of Association, as amended.
3.2** Proposed Amendment to the Articles of Association
3.3** Form of Amended and Restated Articles of Association.
3.4+** Memorandum of Association, as amended.
4.1* Form of Share Certificate.
4.2** Warrant to Purchase up to an aggregate of 18,150 Series A Preferred
Shares, as adjusted.
4.3** Warrant to Purchase up to an aggregate of 45,618 Series D Preferred
Shares.
4.4** Warrant to Purchase up to an Aggregate of 19,551 Series D Preferred
Shares.
5.1* Form of Legal Opinion of Salinger & Co. Advocates.
10.1** Loan Modification Agreement dated as of December 30, 1999, by and
between Verisity Design, Inc. and Silicon Valley Bank.
10.2** Amended and Restated Loan and Security Agreement by and between
Silicon Valley Bank and Verisity Design, Inc., dated as of December
31, 1998.
10.3** Unconditional Guaranty (Verisity Ltd.) dated as of December 31, 1998.
10.4+** Lease Agreement dated as of July 29, 1997 by and between Mifalei
Locky, 1'Bniya Ltd. and Verisity Ltd.
10.5** Rental Agreement by and between Verisity Design, EURL and IOM Business
Center GmbH, dated as of October 1, 1999.
10.6+** Rental Agreement by and between Verisity Design, EURL and IOM Business
Center GmbH, dated May 8, 2000.
10.7** License by and between Chancery Court Business Center Ltd. and
Verisity Design, EURL, effective as of August 1, 2000.
10.8** Office Services Agreement by and between Verisity Design, EURL and
Vantas, effective as of November 1, 1999.
10.9** Domiciliation Agreement by and between Verisity Design, EURL and "BURO
Club," dated May 11, 1999.
10.10** Landmark Office Center Lease by and between Landmark Investments
Limited and Verisity Design, Inc., dated August 10, 1998.
10.11** Landmark Office Center Lease by and between Landmark Investments
Limited and Verisity Design, Inc., dated August 10, 1998.
10.12** Form of Sublease by and between Guy F. Atkinson Construction
Corporation and Verisity Design, Inc.
10.13** Office Service Agreement effective as of October 1, 2000 by and
between Austin Mopac d/b/a/ Vantos and Verisity Design, Inc.
10.14** Office Service Agreement dated as of November 8, 1999 by and between
Plano Executive Suite, Inc. d/b/a HQ Plano, Managing Partner and
Verisity Design, Inc.
10.15++ Letter Distributor Agreement dated as of December 1, 1998 by and
between Verisity Design, Inc. and Integrated Systems Scandinavia AB.
10.16++ International Distributor Agreement by and between Verisity Design,
Inc. and Cybertec Yugen Kaisha, effective as of January 1, 1999.
10.17++ International Distributor Agreement by and between Verisity Design,
Inc. and Davan Tech Company, Ltd., dated as of November 10, 1999.
10.18** Employment Agreement effective as of October 26, 1999 by and between
Verisity Design, Inc. and Michael McNamara.
10.19** Employment Agreement effective as of March 23, 1998 by and among
Verisity Ltd., Verisity Design, Inc. and Moshe Gavrielov.
10.20** Secured Promissory Note from Moshe Gavrielov to Verisity Design, Inc.
dated March 23, 1998.
10.21* Form Software License Agreement.
10.22** Form of Indemnification Agreement between Verisity Ltd. and its
officers and directors.
</TABLE>
II-4
<PAGE>
<TABLE>
<C> <S>
10.23** Share Restriction Agreement effective as of March 23, 1998 by and
between Verisity Ltd. and Moshe Gavrielov.
10.24** Stock Option Agreement effective as of December 1, 1999 by and
between Verisity Ltd. and Moshe Gavrielov.
10.25* Verisity Ltd. 2000 Share Incentive Plan and form of Option Agreement
for 2000 Share Incentive Plan.
10.26** Verisity Ltd. 1999 Israeli Share Option Plan and form of Option
Agreement for 1999 Israeli Share Option Plan.
10.27* Verisity Ltd. 1999 Share Incentive Plan and form of Option Agreement
for 1999 Share Incentive Plan.
10.28+** Sub-Plan for the Issuance of Options to the Company's Employees
created within the framework of the 1997 Israel Share and Option
Incentive Plan and form of Option Agreement for Sub-Plan.
10.29+** 1997 Israel Share and Stock Option Incentive Plan.
10.30* 1996 U.S. Stock Option Plan, as amended October 1999 and form of
Option Agreement for 1996 U.S. Stock Option Plan.
10.31* Employee Share Purchase Plan.
10.32** Amendment to Amended and Restated Investor Rights Agreement dated as
of July 21, 1999 by and among Verisity Ltd., Yoav Hollander, Avishai
Silvershatz, Moshe Gavrielov and certain investors.
10.33** Amended and Restated Investors Rights Agreement dated as of February
26, 1999 by and among Verisity Ltd., Yoav Hollander, Avishai
Silvershatz, Moshe Gavrielov and certain investors.
10.34++ Technology Exchange Agreement, Addendum to Software License and
Volume Purchase Agreement effective as of January 1, 2000 by and
between LSI Logic Corporation and Verisity Design, Inc.
10.35++ Software License and Volume Purchase Agreement effective as of
December 11, 1998 by and between Verisity Design, Inc. and LSI Logic
Corporation.
10.36++ Software License Agreement by and between Intel Corporation and
Verisity Design, Inc., effective as of January 18, 1999.
10.37++ Amendment No. 1 to Software and Related Services Agreement, effective
as of May 5, 2000 and Intel Corporation Purchase Agreement, Software
and Related Services, by and between Intel Corporation and Verisity
Design, Inc., effective as of June 21, 1999.
21.1** List of subsidiaries.
23.1** Consent of Ernst & Young LLP, Independent Auditors.
23.2** Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Salinger & Co. Advocates (included in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page II-7).
</TABLE>
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* To be filed by amendment.
** Previously filed.
+ Translated document.
++ Confidential treatment requested.
Item 17. Undertakings
We hereby undertake to provide to the underwriters at the closing specified
in the underwriting agreements certificates in such denominations and
registered in such names as required by the underwriters to permit prompt
delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers and controlling persons pursuant to
the foregoing provisions, or otherwise, we have 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 our payment of expenses incurred
II-5
<PAGE>
or paid by a director, officer or controlling person 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, we will,
unless in the opinion of our 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.
The undersigned registrant hereby undertakes that:
(1) 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 shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, 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 offerings of such securities at that time shall be
deemed to be the initial bona fide offerings thereof.
II-6
<PAGE>
Signatures
Pursuant to the requirements of the Securities Act, we have duly caused this
amendment No. 1 to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Palo Alto, State of
California, on the 22nd day of September, 2000.
/s/ Moshe Gavrielov
By: _________________________________
Moshe Gavrielov
Chief Executive Officer and
Director
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Moshe Gavrielov Chief Executive Officer September 22, 2000
______________________________________ and Director
Moshe Gavrielov
* Chief Technical Officer September 22, 2000
______________________________________ and Director
Yoav Hollander
* Vice President Of Finance September 22, 2000
______________________________________ and Administration and
Charles G. Alvarez Chief Financial Officer
* Senior Vice President of September 22, 2000
______________________________________ Technology and Director
Michael McNamara
* Director September 22, 2000
______________________________________
Pierre Lamond
* Director September 22, 2000
______________________________________
Zohar Zisapel
* Director September 22, 2000
______________________________________
Tali Aben
</TABLE>
*By:
/s/ Moshe Gavrielov
------------------------------
Moshe Gavrielov
Attorney-in-fact
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Description
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<C> <S>
1.1* Form of Underwriting Agreement.
3.1** Articles of Association, as amended.
3.2** Proposed Amendment to the Articles of Association
3.3** Form of Amended and Restated Articles of Association.
3.4+** Memorandum of Association, as amended.
4.1* Form of Share Certificate.
4.2** Warrant to Purchase up to an aggregate of 18,150 Series A Preferred
Shares, as adjusted.
4.3** Warrant to Purchase up to an aggregate of 45,618 Series D Preferred
Shares.
4.4** Warrant to Purchase up to an Aggregate of 19,551 Series D Preferred
Shares.
5.1* Form of Legal Opinion of Salinger & Co. Advocates.
10.1** Loan Modification Agreement dated as of December 30, 1999, by and
between Verisity Design, Inc. and Silicon Valley Bank.
10.2** Amended and Restated Loan and Security Agreement by and between
Silicon Valley Bank and Verisity Design, Inc., dated as of December
31, 1998.
10.3** Unconditional Guaranty (Verisity Ltd.) dated as of December 31, 1998.
10.4+** Lease Agreement dated as of July 29, 1997 by and between Mifalei
Locky, 1'Bniya Ltd. and Verisity Ltd.
10.5** Rental Agreement by and between Verisity Design, EURL and IOM Business
Center GmbH, dated as of October 1, 1999.
10.6+** Rental Agreement by and between Verisity Design, EURL and IOM Business
Center GmbH, dated May 8, 2000.
10.7** License by and between Chancery Court Business Center Ltd. and
Verisity Design, EURL, effective as of August 1, 2000.
10.8** Office Services Agreement by and between Verisity Design, EURL and
Vantas, effective as of November 1, 1999.
10.9** Domiciliation Agreement by and between Verisity Design, EURL and "BURO
Club," dated May 11, 1999.
10.10** Landmark Office Center Lease by and between Landmark Investments
Limited and Verisity Design, Inc., dated August 10, 1998.
10.11** Landmark Office Center Lease by and between Landmark Investments
Limited and Verisity Design, Inc., dated August 10, 1998.
10.12** Form of Sublease by and between Guy F. Atkinson Construction
Corporation and Verisity Design, Inc.
10.13** Office Service Agreement effective as of October 1, 2000 by and
between Austin Mopac d/b/a/ Vantos and Verisity Design, Inc.
10.14** Office Service Agreement dated as of November 8, 1999 by and between
Plano Executive Suite, Inc. d/b/a HQ Plano, Managing Partner and
Verisity Design, Inc.
10.15++ Letter Distributor Agreement dated as of December 1, 1998 by and
between Verisity Design, Inc. and Integrated Systems Scandinavia AB.
10.16++ International Distributor Agreement by and between Verisity Design,
Inc. and Cybertec Yugen Kaisha, effective as of January 1, 1999.
10.17++ International Distributor Agreement by and between Verisity Design,
Inc. and Davan Tech Company, Ltd., dated as of November 10, 1999.
10.18** Employment Agreement effective as of October 26, 1999 by and between
Verisity Design, Inc. and Michael McNamara.
10.19** Employment Agreement effective as of March 23, 1998 by and among
Verisity Ltd., Verisity Design, Inc. and Moshe Gavrielov.
10.20** Secured Promissory Note from Moshe Gavrielov to Verisity Design, Inc.
dated March 23, 1998.
10.21* Form Software License Agreement.
10.22** Form of Indemnification Agreement between Verisity Ltd. and its
officers and directors.
</TABLE>
<PAGE>
<TABLE>
<C> <S>
10.23** Share Restriction Agreement effective as of March 23, 1998 by and
between Verisity Ltd. and Moshe Gavrielov.
10.24** Stock Option Agreement effective as of December 1, 1999 by and
between Verisity Ltd. and Moshe Gavrielov.
10.25* Verisity Ltd. 2000 Share Incentive Plan and form of Option Agreement
for 2000 Share Incentive Plan.
10.26** Verisity Ltd. 1999 Israeli Share Option Plan and form of Option
Agreement for 1999 Israeli Share Option Plan.
10.27* Verisity Ltd. 1999 Share Incentive Plan and form of Option Agreement
for 1999 Share Incentive Plan.
10.28+** Sub-Plan for the Issuance of Options to the Company's Employees
created within the framework of the 1997 Israel Share and Option
Incentive Plan and form of Option Agreement for Sub-Plan.
10.29+** 1997 Israel Share and Stock Option Incentive Plan.
10.30* 1996 U.S. Stock Option Plan, as amended October 1999 and form of
Option Agreement for 1996 U.S. Stock Option Plan.
10.31* Employee Share Purchase Plan.
10.32** Amendment to Amended and Restated Investor Rights Agreement dated as
of July 21, 1999 by and among Verisity Ltd., Yoav Hollander, Avishai
Silvershatz, Moshe Gavrielov and certain investors.
10.33** Amended and Restated Investors Rights Agreement dated as of February
26, 1999 by and among Verisity Ltd., Yoav Hollander, Avishai
Silvershatz, Moshe Gavrielov and certain investors.
10.34++ Technology Exchange Agreement, Addendum to Software License and
Volume Purchase Agreement effective as of January 1, 2000 by and
between LSI Logic Corporation and Verisity Design, Inc.
10.35++ Software License and Volume Purchase Agreement effective as of
December 11, 1998 by and between Verisity Design, Inc. and LSI Logic
Corporation.
10.36++ Software License Agreement by and between Intel Corporation and
Verisity Design, Inc., effective as of January 18, 1999.
10.37++ Amendment No. 1 to Software and Related Services Agreement, effective
as of May 5, 2000 and Intel Corporation Purchase Agreement, Software
and Related Services, by and between Intel Corporation and Verisity
Design, Inc., effective as of June 21, 1999.
21.1** List of subsidiaries.
23.1** Consent of Ernst & Young LLP, Independent Auditors.
23.2** Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Salinger & Co. Advocates (included in Exhibit 5.1 hereto).
24.1 Power of Attorney (see page II-7).
</TABLE>
--------
* To be filed by amendment.
** Previously filed.
+ Translated document.
++ Confidential treatment requested.
