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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 5, 1996
(Date of earliest event reported)
ZYCAD CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE 0-13244 41-1404495
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
47100 BAYSIDE PARKWAY
FREMONT, CA 94538
(510) 623-4400
ITEM 5. OTHER EVENTS
On December 5, 1996, the stockholders of Zycad Corporation (the
"Company") approved an increase in the Company's authorized shares of Common
Stock, par value $.10 (the "Common Stock") making available up to
an additional 10,000,000 Shares for issuance upon conversion of the Company's
6% Convertible Subordinated Debentures due 1999 and upon exercise of certain
warrants issued in connection therewith. Included with this Current Report
on Form 8-K as Exhibit 5.1 is the opinion of Wilson Sonsini Goodrich &
Rosati, P.C. as to the legality of such additional shares of Common Stock.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to legality of securities.
23.1 Consent of Counsel (contained in Exhibit 5.1 hereto).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 15, 1996 ZYCAD CORPORATION
By: /s/ Phillips W. Smith
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Phillips W. Smith,
President and Chief Executive Officer
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EXHIBIT 5.1
Zycad Corporation
47100 Bayside Parkway
Fremont, California 94538
RE: REGISTRATION STATEMENT ON FORM S-3 AND PROSPECTUS SUPPLEMENT
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 No. 333-8089
(effective August 6, 1996) in connection with the registration under the
Securities Act of 1933, as amended, of shares of Common Stock , $.10 par
value, of Zycad Corporation ("Common Stock"), and the Prospectus Supplement,
dated January 15, 1997, to the Prospectus contained therein (the "Prospectus
Supplement"), relating to an additional newly authorized 10,000,000 shares of
Common Stock (the "Shares"). All or a portion of the Shares are issuable
upon conversion of the Company's 6% Convertible Subordinated Debentures due
1999 (the "Debentures"). As your counsel, we have examined the proceedings
proposed to be taken in connection with the issuance of the Shares upon the
conversion of the Debentures.
It is our opinion that, upon completion of the proceedings being taken
or contemplated by us, as your counsel, to be taken prior to the issuance of
the Shares upon due and proper the conversion of the Debentures in accordance
with their terms, and upon completion of the proceedings being taken in order
to permit such transactions to be carried out in accordance with the
securities laws of the various states, where required, the Shares, when
issued and sold in the manner referred to in the Registration Statement and
the Prospectus Supplement, will be legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to a Current Report
on Form 8-K to be filed by you, and further consent to the use of our name
wherever appearing therein.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati, P.C.
