<PAGE>
As filed with the Securities and Exchange Commission on July 31, 1998
Registration No. 333-27283
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
---------------------
GATEFIELD CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 41-1404495
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
---------------------
47100 Bayside Parkway
Fremont, California 94538
(Address of principal executive offices, including zip code)
1996 Stock Option Plan
Employee Stock Purchase Plan
(Full titles of the Plans)
---------------------
James R. Fiebiger
President and CEO
GateField Corporation
47100 Bayside Parkway
Fremont, California 94538
(510) 623 4400
(Name, address and telephone number,
including area code, of agent for service)
Copy to:
Douglas E. Klint, Esq.
Vice President, Secretary and General Counsel
GateField Corporation
47100 Bayside Parkway
Fremont, California 94538
(510) 623 4400
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Name Title of Amount Maximum Maximum Amount of
of Securities to to be Offering Price Aggregate Registration
Plan be Registered Registered per Share Offering Price fee
------------- ---------------- -------------- ------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
1996 Stock Common Stock
Option Plan $0.01 par value 1,250,000 $0.97(1) $1,212,500(1) $367.39(2)
Employee Common Stock 200,000 $0.97(1) $ 194,000(1) $ 58.78(2)
Stock Purchase $0.01 par value
Plan
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the amount of the registration fee based on the average high and low prices
of the Common Stock as reported on NASDAQ on July 30, 1998.
(2) The registration fee is computed on the additional securities being
registered pursuant to General Instruction E.
<PAGE>
GATEFIELD CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference.
(a) The Registrant's annual report on Form 10-K for the fiscal year ended
December 31, 1997.
(b) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on April 23, 1984
with the Commission under Section 12(b) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description.
(c) The Registrant's quarterly reports on Form 10-Q for the quarter ended March
31, 1998.
(d) The Registrant's current reports on Form 8-K dated November 14,1997 and
January 23, 1998.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities registered
hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference herein and to be a part
hereof from the date of the 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 the shares of the shares of Common
Stock being registered hereby are being passed upon for the Registrant by
Douglas E. Klint, Esq., Vice President, Secretary and General Counsel of the
Registrant. Mr. Klint currently holds options for 110,000 shares of Common
Stock under the Registrant's 1993 Stock Option Plan which options are not
vested or exercisable.
Item 6. Indemnification of Directors and Officers.
As permitted by Section 145 of the Delaware General Corporation
Law, the Registrant's Certificate of Incorporation includes a provision that
eliminates the personal liability of its directors for monetary damages for
breach or alleged breach of their duty of care. The Registrant also maintains
a limited amount of director and officer insurance. In addition, as
permitted by Section 145 of the Delaware General Corporation Law, the Bylaws
of the Registrant provide that: (i) the Registrant is required to indemnify
its directors, officers and employees, and persons serving in such capacities
in other business enterprises (including, for example, subsidiaries of the
Registrant) at the Registrant's request, to the fullest extent permitted by
Delaware law, including those circumstances in which indemnification would
otherwise be discretionary; (ii) the Registrant is required to advance
expenses, as incurred, to such directors, officers and employees in
connection with defending a proceeding (except that it is not required to
advance expenses to a person against whom the Registrant brings a claim for
breach of the duty of loyalty, failure to act in good faith, intentional
misconduct, knowing violation of law or deriving an improper personal
benefit); (iii) the rights conferred in the Bylaws are not exclusive and the
Registrant is authorized to enter into indemnification agreements with such
directors, officers and employees; (iv) the
<PAGE>
Registrant is required to maintain director and officer liability insurance
to the extent reasonably available; and (v) the Registrant may not
retroactively amend the Bylaw provisions in a way that is adverse to such
directors, officers and employees.
The Registrant's policy is to enter into indemnity agreements with
each of its executive officers and directors that provide the maximum
indemnity allowed to officers and directors by Section 145 of the Delaware
General Corporation Law, as well as certain additional procedural
protections. In addition, the Registrant's Bylaws and indemnity agreements
provide that officers and directors will be indemnified to the fullest
possible extent not prohibited by law against all expenses (including
attorney's fees) and settlement amounts paid or incurred by them in any
action or proceeding, including any derivative action by or in the right of
the Registrant, on account of their services as directors or officers of the
Registrant or as directors or officers of any other company or enterprise
when they are serving in such capacities at the request of the Registrant.
No indemnity will be provided, however, to any director or officer on account
of conduct that is adjudicated to be knowingly fraudulent, deliberately
dishonest or willful misconduct. The indemnity agreements also provide that
no indemnification will be available if a final court adjudication determines
that such indemnification is not lawful, or in respect of any accounting of
profits made from the purchase or sale of securities of the Registrant in
violation of Section 16(b) of the Exchange Act.
The indemnity agreements entered into between the Registrant and
its officers or directors, may be sufficiently broad to permit
indemnification of the Registrant's officers and directors for liabilities
arising under the Securities Act of 1933, as amended (the "Securities Act").
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 The Registrant's 1996 Stock Option Plan.
4.2 The Registrant's Employee Stock Purchase Plan.
5.1 Opinion of Douglas E. Klint.
23.1 Consent of Douglas E. Klint (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (see pages 5 and 6).
Item 9. Undertakings.
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:
(i) To include any prospectus required by Section 10 (a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
<PAGE>
(iii) 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.
Provided, however, that paragraphs (1)(i) and (1)(ii) above do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference 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.
(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. 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act of 1934 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.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to provisions discussed in Item 6 hereof,
or otherwise, the Registrant has been advised that in the opinion of the
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 hereby, 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.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual and corporation
whose signature appears below constitutes and appoints Douglas E. Klint, his
true and lawful attorney-in-fact and agent with full power of substitution,
for him or it and in his or its name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-8, and to file the same
with all exhibits thereto and all documents in connection therewith, with the
Securities and Exchange Commission, granting until said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or it might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
<PAGE>
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 Fremont, State of California, on
this 31st day of July, 1998.
GATEFIELD CORPORATION
By: /s/ James R. Fiebiger
James R. Fiebiger,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
Principal Executive
Officer:
/s/ James R. Fiebiger President, Chief Executive July 31, 1998
James R. Fiebiger Officer and Director
Principal Financial
Officer:
/s/Stephen Flory Chief Financial Officer July 31, 1998
Stephen Flory Treasurer and VP
Additional Directors:
/s/ Horst G. Sandfort Director July 31, 1998
Horst G. Sandfort
/s/ Jonathan S. Huberman Director July 31, 1998
Jonathan S. Huberman
/s/ David J. Dunn Director July 31, 1998
David J. Dunn
/s/ Michael J. Kucha Director July 31, 1998
Michael J. Kucha
</TABLE>
<PAGE>
Exhibit Index
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
4.1 The Registrant's 1996 Stock Option Plan.
4.2 The Registrant's Employee Stock Purchase Plan
5.1 Opinion of Douglas E. Klint.
23.1 Consent of Douglas E. Klint (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (see pages 5 and 6).
</TABLE>
<PAGE>
EXHIBIT 4.1
GATEFIELD CORPORATION
1996 STOCK OPTION PLAN
(AS AMENDED)
1. PURPOSE OF PLAN
This Plan shall be known as the "GateField Corporation 1996 Stock Option
Plan" and is hereinafter referred to as the "Plan." The purpose of the Plan
is to aid in maintaining and developing personnel capable of assuring the
future success of the Company, to offer such personnel additional incentives
to put forth maximum efforts for the success of the business, and to afford
them an opportunity to acquire a proprietary interest in the Company through
stock options as provided herein.
Options granted under this Plan may be either incentive stock options
("Incentive Stock Options") within the meaning of Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code"), or options which do
not qualify as Incentive Stock Options.
2. STOCK SUBJECT TO PLAN
Subject to the Provisions of Section 13 hereof, the stock to be subject to
options under the Plan shall be the Company's authorized Common Stock, par
value $0.10 per share. Such shares may be either authorized by unissued
shares, or issued shares which have been required by the Company. Subject to
the adjustment as provided in Section 13 hereof, the maximum number of shares
on which options may be exercised under this Plan shall be 2,000,000 shares.
If an option under the Plan expires, or for any reason is terminated or
unexercised with respect to any shares, such shares shall again be available
for options thereafter granted during the term of the Plan.
Subject to adjustment under Section 13 hereof, the maximum number of shares
subject to options and stock appreciation rights that may be granted to any
employee under the Plan shall not exceed 300,000 per calendar year. For
purposes of calculating such maximum number, (a) an option or stock
appreciation right shall continue to be treated as outstanding
notwithstanding its repricing, cancellation or expiration and (b) the
repricing of an outstanding option or stock appreciation right or issuance of
a new option or stock appreciation right in substitution for a cancelled
option or stock appreciation right shall be deemed to constitute the grant of
a new additional option or stock appreciation right separate from the
original grant of the option or stock appreciation right that is repriced or
cancelled.
3. ADMINISTRATION OF PLAN
(a) The Plan shall be administered by a committee (the "Committee") of two or
more directors of the Company, none of whom shall be officers or employees
of the Company and all of whom shall be "disinterested persons" with
respect to the Plan within the meaning of Rule 16b-3(d)(3) under the
Securities Exchange Act of 1934 as in effect on the date this Plan is
adopted by the Board of Directors. The members of the Committee shall be
appointed by and serve at the pleasure of the Board or Directors.
(b) The Committee shall have plenary authority in its discretion, but subject
to the express provisions of the Plan, to determine: (i) the purchase price
of the Common Shares covered by each option, (ii) the employees to whom and
the time or times at which such options shall be granted and the number of
shares to be subject to each option, (iii) the form of payment to be made
upon the exercise of an SAR as provided in Section 9 hereof, either cash,
common stock of the Company or
<PAGE>
a combination thereof, (iv) the terms of exercise of each option, (v) to
accelerate the time at which all or any part of an option may be
exercised, (vi) to amend or modify the terms of any option with the
consent of the options (vii) to interpret the Plan, (viii) to prescribe,
amend and rescind rules and regulations relating to the Plan, (ix) to
determine the terms and provisions of each option agreement under this
Plan (which agreements need not be identical), including the designation
of those options intended to be incentive Stock Options, and (x) to make
all other determinations necessary or advisable for the administration
of the Plan, subject to the exclusive authority of the Board of
Directors under Section 14 herein to amend or terminate the Plan. The
Committee's determinations on the foregoing matters, unless otherwise
disapproved by the Board of Directors of the Company, shall be final and
conclusive; provided, however, that the Committee's determinations with
respect to the matters set forth in clauses (ii) and (iii) above shall
be final and conclusive without any right of disapproval by the Board of
Directors of the Company.
(c) The Committee shall select one of its members as its Chairman and shall
hold its meetings at such times and places as it may determine. A
majority of its members shall constitute a quorum. All determinations of
the Committee shall be made by not less than a majority of its members.
Any decision or determination reduced to writing and signed by all of
the members of the Committee shall be fully effective as if it had been
made by a majority vote at a meeting duly called and held. The granting
of an option pursuant to the Plan shall be effective only if a written
agreement shall have been duly executed and delivered by and on behalf
of the Company and the employee to whom such right is granted. The
Committee may appoint a Secretary and may make such rules and
regulations for the conduct of its business as it shall deem advisable.
4. ELIGIBILITY
Options may only be granted under this Plan to any full or part-time employee
(which term as used herein includes, but is not limited to, officers and
directors who are also employees) of the Company and of its present and
future subsidiary corporations (herein called "subsidiaries"). In
determining the employees to whom options shall be granted and the number of
shares subject to each option, the Committee may take into account the nature
of services rendered by the respective employees, their present and potential
contributions to the success of the Company and such other factors as the
Committee in its discretion shall deem relevant. A person who has been
granted an option under this Plan may be granted an additional option or
options under the Plan if the Committee shall so determine.
5. PRICE
The option price for all incentive Stock Options granted under the Plan shall
be determined by the Committee but shall not be less than 100% of the fair
market value of the Common Stock at the date of granting of such option. The
option price for options granted under the Plan which do not qualify as
Incentive Stock Options shall also be determined by the Committee but may be
less than 100% of the fair market value of the Common Stock. For purposes of
the preceding sentence and for all other valuation purposes under the Plan,
the fair market value of the Common Stock shall be as reasonably determined
by the Committee, but shall not be less than the average of the closing
representative bid and asked prices of the Common Stock as reported on the
National Association of Securities Dealers Automated Quotation System, if
applicable, or, if the Common Stock is then traded on a national securities
exchange, closing price of the stock on such exchange on the date as of which
fair market value is being determined. If on the date of grant of any option
granted under the Plan, the Common Stock of the Company is not publicly
<PAGE>
traded, the Committee shall make a good faith attempt to satisfy the option
price requirement of this Section 5 and in connection therewith shall take
such action as it deems necessary or advisable.
6. TERM
Each option and all rights and obligations thereunder shall, subject to the
provisions of Section 10, expire on the date determined by the Committee and
specified in the option agreement. The Committee shall be under no duty to
provide terms of like duration for options granted under the Plan, but the
term of an option may not extend more than ten (10) years from the date of
granting the option.
7. EXERCISE OF OPTION
(a) The Committee shall have full and complete authority to determine,
subject to Section 10 herein, whether the option will be exercisable in
full at any time or from time to time during the term of the option, or
to provide for the exercise thereof in such installments, upon the
occurrence of such events and at such time during the term of the option
as the Committee may determine.
(b) The exercise of any option granted hereunder shall only be effective at
such time as counsel to the Company shall have determined that the
issuance and delivery of Common Stock pursuant to such exercise will not
violate any state or federal securities or other laws. An optionee
desiring to exercise an option may be required by the Company, as a
condition of the effectiveness of any exercise of an option granted
hereunder, to agree in writing that all Common Stock to be acquired
pursuant to such exercise shall be held for his or her own account
without a view to any further distribution thereof, that the
certificates for such shares shall bear an appropriate legend to that
effect and that such shares will not be transferred or disposed of
except in compliance with applicable federal and state securities laws.
The Company may, in its sole discretion, defer the effectiveness of
any exercise of an option granted hereunder in order to allow the
issuance of Common Stock pursuant thereto to be made pursuant to
registration or an exemption from registration or other methods for
compliance available under federal or state securities laws. The Company
shall be under no obligation to effect the registration pursuant to the
Securities Act of 1933 of any Common Stock to be issued hereunder or to
effect similar compliance under any state laws. The Company shall inform
the optionee in writing of its decision to defer the effectiveness of
the exercise of an option granted hereunder. During the period that the
effectiveness of the exercise of an option has been deferred, the
optionee may, by written notice, withdraw such exercise and obtain the
refund of any amount paid with respect thereto.
(c) An optionee electing to exercise an option shall give written notice to
the Company of such election and of the number of shares subject to such
exercise. The full purchase price of such shares shall be tendered with
such notice of exercise. Payment shall be made to the Company either in
cash (including check, bank draft or money order), or, at the discretion
of the Committee, (i) by delivering the Company's Common Stock already
owned by the Optionee having a fair market value equal to the full
purchase price of the shares, or (ii) a combination of cash and such
shares, provided, however, that an optionee shall not be entitled to
tender shares of the Company's Common Stock pursuant to successive,
substantially simultaneous exercises of options granted under this or
any other stock option plan of the Company. The fair market value of
such shares shall be determined as provided in Section 5 herein. Until
such person has been issued a certificate or certificates for the shares
subject to such exercise, he shall possess no rights as a stockholder
with respect to such shares.
<PAGE>
8. ADDITIONAL RESTRICTIONS
The Committee shall have full and complete authority to determine whether all or
any part of the Common Stock of the Company acquired upon exercise of any of the
options granted under the Plan shall be subject to restrictions on the
transferability thereof or any other restrictions affecting in any manner the
Optionee's rights with respect thereto.
9. ALTERNATIVE STOCK APPRECIATION RIGHTS
(a) GRANT. At the time of grant of an option under the Plan (or at any time
thereafter as to options which are not incentive Stock Options), the
Committee, in its discretion, may grant to the holder of such option an
alternative Stock Appreciation Right ("SAR") for all or any part of the
number of the shares covered by the holder's option. Any such SAR may be
exercised as an alternative, but not in addition to, an option granted
hereunder, and any exercise of an SAR shall reduce an option by the same
number of shares as to which the SAR is exercised. An SAR granted to an
option holder shall provide that such SAR, if exercised, must be
exercised within the time period specified therein. Such specified time
period may be less than (but may not be greater than) the time period
during which the corresponding option may be exercised. An SAR may be
exercised only when tne corresponding option is eligible to be
exercised. The failure of the holder of an SAR to exercise such SAR
within the time period specified shall not reduce his option rights. If
an SAR is granted for a number of shares less than the total number of
shares covered by the corresponding option the Committee may later (as
to options which are not Incentive Stock Options) grant to the
optionholder an additional SAR covering additional shares, provided,
however, that the aggregate amount of all SARs held by any optionholder
shall at no time exceed the total number of shares covered by his
unexercised options.
(b) EXERCISE. The holder of any option which by its terms is exercisable who
also holds an SAR may, in lieu of exercising his option, elect to
exercise his SAR, subject, however, to the limitation on time of
exercise hereinafter set forth. Such SAR shall be exercised by the
delivery to the Company of a written notice which shall state that the
optionee elects to exercise his SAR as to the number of shares specified
in the notice and which shall further state what portion, if any, of the
SAR exercise amount (hereinafter defined) the holder thereof requests be
paid to him in cash and what portion, if any, he requests be paid to him
in Common Stock of the Company. The Committee promptly shall cause to be
paid to such holder the SAR exercise amount either in cash. in Common
Stock of the Company, or any combination of cash and stock as the
Committee may determine. Such determination may be either in accordance
with the request made by the holder of the SAR or in the sole and
absolute discretion of the Committee. The SAR exercise amount is the
excess of the fair market value of one share of the Company's Common
Stock on the date of exercise over the per share option price for the
option in respect of which the SAR was granted multiplied by the number
of shares as to which the SAR is exercised. For the purposes hereof, the
fair market value of the Company's shares shall be determined as
provided in Section 5 herein. An SAR may be exercised only when the SAR
exercise amount is positive.
(c) LIMITATION ON DATE OF EXERCISE. A SAR may not be exercised for cash
during the first six months after the date of grant of the SAR and any
related stock option, except that this limitation need not apply if
death or disability of the holder occurs prior to the expiration of the
six-month period. Any election to receive cash in full or partial
settlement of a SAR, and any exercise of a SAR for cash, shall be made
only during the third business day through the twelfth business day
following the release for publication of the Company's regular quarterly
or annual summary statements of sales and earnings; but this restriction
shall not apply to any exercise of a SAR for cash where the
<PAGE>
exercise date meets the following three tests: (i) the date is automatic
or fixed in advance under the terms of the Plan, (ii) the date is at
least six months after the date of grant of SAR, and (iii) the date is
outside the control of the holder.
(d) OTHER PROVISIONS OF PLAN APPLICABLE. All provisions of this Plan
applicable to options granted hereunder shall apply with equal effect to
an SAR. No SAR shall be transferable otherwise than by will or the laws
of descent and distribution and a SAR may be exercised during the
lifetime of the holder thereof, only by such holder.
10. EFFECT OF TERMINATION OF EMPLOYMENT OR DEATH
(a) In the event that an optionee shall cease to be employed by the Company
or its subsidiaries, if any. for any reason other than his gross and
willful misconduct or his death or disability, such optionee shall have
the right to exercise the option at any time within three (3) months
after such termination of employment to the extent of the full number of
shares he was entitled to purchase under the option on the date of
termination, subject to the condition that no option shall be
exercisable after the expiration of the term of the option.
(b) In the event that an optionee shall cease to be employed by the Company
or its subsidiaries, if any, by reason of his gross and willful
misconduct during the course of his employment; including but not
limited to wrongful appropriation of funds of his employer or the
commission of a gross misdemeanor or felony, the option shall be
terminated as of the date of the misconduct.
(c) If the optionee shall die while in the employ of the Company or a
subsidiary, if any, or within three (3) months after termination of
employment for any reason other than gross and willful misconduct, or
become disabled (within the meaning of Code Section 105(d)(4)) while in
the employ of the Company or a subsidiary, if any, and such optionee
shall not have fully exercised the option, such option may be exercised
at any time within twelve (12) months after his death or such disability
by the personal representatives, administrators, or if applicable
guardian, of the optionee or by any person or persons to whom the option
is transferred by will or the applicable laws of descent and
distribution, to the extent of the full number of shares he was entitled
to purchase under the option on the date of death, disability or
termination of employment, if earlier, and subject to the condition that
no option shall be exercisable after the expiration of the term of the
option.
(d) Nothing in the Plan or in any agreement thereunder shall confer on any
employee any right to continue in the employ of the Company or any of
its subsidiaries or affect, in any way, the right of the Company or any
of its subsidiaries to terminate his employment at any time.
11. 10 - PERCENT SHAREHOLDER RULE
Notwithstanding any other provision in the Plan, if at the time an option is
otherwise to be granted pursuant to the Plan the optionee owns directly or
indirectly (within the meaning of Section 425(d) of the Code) Common Stock of
the Company possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or its parent or
subsidiary corporations, if any, (within the meaning of Section 422A(b)(6) of
the Code) then any incentive Stock Option to be granted to such optionee
pursuant to the Plan shall satisfy the requirements of Section 422A(c)(8) of
the Code, and the option price shall be not less than 110% of the fair market
value of the Common Stock of the Company determined as described herein. and
such option by its terms shall not be exercisable after the expiration of
five (5) years from the date such option is granted.
<PAGE>
12. NON-TRANSFERABILITY
No option granted under the Plan shall be transferable by an optionee,
otherwise than by will or the laws of descent or distribution as provided in
Section 10(c) herein. During the lifetime of an optionee the option shall be
exercisable only by such optionee.
13. DILUTION OR OTHER ADJUSTMENTS
If there shall be any change in the Common Stock through merger,
consolidation, reorganization, recapitalization. stock dividend (of whatever
amount), stock split or other change in the corporate structure, appropriate
adjustments in the Plan and outstanding options and SAR's shall be made by
the Committee. In the event of any such changes, adjustments shall include,
where appropriate, changes in the aggregate number of shares subject to the
Plan, the number of shares and the price per share subject to outstanding
options and the amount payable upon exercise of outstanding SAR's, in order
to prevent dilution or enlargement of option or SAR rights.
14. AMENDMENT OR DISCONTINUANCE OF PLAN
The Board of Directors may amend or discontinue the Plan at any time. Subject
to the provisions of Section 14 no amendment of the Plan, however, shall
without shareholder approval: (i) decrease the minimum option price provided
in Section 5 herein, (ii) extend the maximum option term under Section 6, or
(iii) materially modify the eligibility requirements for participation in the
Plan. The Board of Directors shall not alter or impair any option theretofore
granted under the Plan without the consent of the holder of the option.
15. TIME OF GRANTING
Nothing contained in the Plan or in any resolution adopted or to be adopted
by the Board of Directors or by the Stockholders of the Company, and no
action taken by the Committee or the Board of Directors (other than the
execution and delivery of an option), shall constitute the granting of an
option hereunder.
16. EFFECTIVE DATE AND TERMINATION OF PLAN
(a) The Plan was approved by the Board of Directors on October 29, 1996.
(b) Unless the Plan shall have been discontinued as provided in Section 14
hereof, the Plan shall terminate October 29, 2006. No option may be granted
after such termination, but termination of the Plan shall not, without the
consent of the options alter or impair any rights or obligations under any
option theretofore granted.
<PAGE>
EXHIBIT 4.2
EMPLOYEES' STOCK PURCHASE PLAN
(as amended)
ARTICLE 1. DEFINITIONS
To provide the employees of GateField Corporation (the "Company") and
its wholly-owned subsidiaries an opportunity to acquire a proprietary
interest in the Company through the purchase of its Common Stock and thus
develop a stronger incentive to work for the continued success of the
Company, the Company adopts the Employees' Stock Purchase Plan.
Section 1.01. "PLAN" means the Employees' Stock Purchase Plan, the terms
and provisions of which are set forth herein.
Section 1.02. "COMPANY" means GateField Corporation and its wholly-owned
subsidiaries.
Section 1.03. "SHARES" means the shares of Common Stock of GateField
Corporation.
Section 1.04. "PARTICIPANT" means a Regular Permanent Employee of the
Company who is eligible to participate in the Plan and who has elected to
participate in the Plan in the manner set forth in the Plan.
Section 1.05. "CURRENT COMPENSATION" means all regular wage, salary and
commission payments paid by the Company to a Participant in accordance with
the terms of his employment, but excluding annual bonus payments and all
other forms of special compensation.
Section 1.06. "FISCAL YEAR" means the period from January I to the
succeeding December 31.
Section 1.07. "PERMANENT FULL-TIME EMPLOYEE" of the Company means all
employees of the Company (including officers or employees of the Company)
except (i) employees customarily employed less than 20 hours weekly, (ii) any
employee who has not been an employee of the Company for at least 30 days
immediately prior thereto, provided that an approved leave of absence or
lay-off shall not be deemed to terminate the employee's continuous employment
with the Company and (iii) employees who, immediately after an option is
granted, own directly or indirectly within the meaning of Section 423(b)(3)
and Section 425(d) of the Internal Revenue Code of 1954, as amended, stock
possessing five percent (5%) or more of the total combined voting power or
value of all the classes of the shares of the Company or its parent or
subsidiary corporations, if any.
Section 1.08. "STOCK OPTION ACCOUNT" means the individual account
established by the Company to which payroll deductions are credited.
Section 1.09. "COMMITTEE" means the Stock Plan Committee described in
Section 10.01.
Section 1.10. "PURCHASE PERIOD" means the three-month periods beginning
on January 1, April 1, July 1 and October I of each year and which coincide
with the Company's quarterly Fiscal Year periods.
ARTICLE 2. ELIGIBLE EMPLOYEES AND ELECTION TO PARTICIPATE
Section 2.01. Each Permanent Full-time Employee of the Company shall be
eligible to participate in the Plan commencing with the January 1, April 1,
July 1 or October 1 on which, or next following the date on which, he becomes
a Permanent Full-time Employee. Subject to the provisions of ARTICLE 6, a
Permanent Full-time Employee is defined in SECTION 1.07.
<PAGE>
Section 2.02. An eligible employee may elect to participate in the Plan
by completing an "Election to Participate and Payroll Deduction
Authorization" form (which authorizes regular payroll deductions from the
employee's Current Compensation beginning with the first payroll period
ending on or after the eligibility date determined in accordance with Section
2.01 and continuing until the employee withdraws from the Plan or ceases to
be eligible to participate in the Plan).
ARTICLE 3. PAYROLL DEDUCTIONS AND STOCK OPTION ACCOUNT
Section 3.01. A Participant may elect payroll deductions of any multiple
of one percent but not less than three percent or more than ten percent of
his Current Compensation. A Participant's election hereunder is irrevocable
when made; provided, however, that a Participant may at any time increase or
decrease the percentage of his payroll deduction within the foregoing
limitations by filing a "Notice of Change" form, such change to become
effective only upon receipt thereof by the Company and with respect to the
first payroll period commencing after the beginning of the next Purchase
Period.
Section 3.02. Payroll deductions shall be credited currently to the
Participant's Stock Option Account. A Participant may not make any separate
cash payment into his Stock Option Account.
Section 3.03. No interest will be paid upon payroll deductions or on any
amount credited to, or on deposit in, a Participant's Stock Option Account.
ARTICLE 4. GRANTING OF OPTIONS
Section 4.01. On the first business day of each Purchase Period each
Participant shall automatically receive an option to purchase on the last
business day of that Purchase Period, that number of whole Shares, not less
than ten (10), as could be purchased at a price equal to the price specified
in Section 4.02 with the entire credit balance in the Participant's Stock
Option Account on the last business day of that Purchase Period (but not to
exceed 800 Shares); provided, however, that no option shall be deemed to be
granted or received hereunder which would permit a Participant to purchase
Shares under this Plan and under all other employee stock purchase plans, if
any, of the Company at a rate which exceeds $25,000 in fair market value of
shares (determined at the time the option is granted) for each calendar year,
as provided in Section 423(b)(8) of the Internal Revenue Code of 1954, as
amended.
Section 4.02. In the event of the exercise of an option under
termination of employment of a Participant other than by reason of death, the
option price shall be the fair market value of the Shares on the date on
which the option is granted. In all other circumstances, the option price
shall be the lesser of (i) the fair market value of the Shares on the date on
which the option is granted on the first day of the Purchase Period or (ii)
the fair market value of the Shares on the last day of the Purchase Period on
which the option is exercised by purchase of Shares, in each case rounded up
to the next higher full cent. The fair market value on any day shall be the
mean between the closing bid and the asked prices, as determined by the
Committee after such consultation with such dealers or quotation service as
the Committee may determine.
ARTICLE 5. EXERCISE OF OPTIONS; TERMINATION OF EMPLOYMENT
Section 5.01. On the last day of the Purchase Period for which an option
is granted pursuant to the Plan or, if sooner, upon termination of employment
of the Participant other than by reason of death, such option shall
automatically be exercised for the full number of full Shares (not in excess
of the number of Shares covered by the option granted to him pursuant to
Section 4.01) purchasable from moneys in the Participant's Stock Option
Account unless the Participant withdraws from the Plan prior to such date or
such termination of employment, as the case may be. To the extent not
exercisable on such date, the option shall terminate. Approved leave of
absence or lay-off shall not be deemed a termination of employment for the
purposes of the Plan.
<PAGE>
Section 5.02. Any funds remaining in a Participant's Stock Option
Account after the exercise or termination of an option shall be refunded
promptly to the Participant.
ARTICLE 6. WITHDRAWAL FROM THE PLAN; DEATH
Section 6.01. A Participant may, at any time, by written notice to the
Company, withdraw from the Plan and cease making any further payroll
deductions. In such event, the Company shall refund, within 30 days, the
entire balance, if any, in the Participant's Stock Option Account. Once an
employee withdraws from the Plan, he shall not be eligible to re-enter the
Plan until the next Fiscal Year.
Section 6.02. Participation in the Plan shall cease upon the date of
death of a Participant. In the event of the death of a Participant, the
amount credited to the Participant's Stock Option Account shall be refunded
within 30 days to his estate; provided that if during his lifetime a
Participant has delivered to the Company a notice in writing, upon a form
furnished by the Company, to pay such amount in event of his death to a
specified person or persons such amount, in event of the Participant's death,
shall be refunded to such person or persons whose designation as aforesaid
has not been revoked by the Participant during his lifetime.
ARTICLE 7. TRANSFERABILITY
Section 7.01. Options granted hereunder may not be assigned,
transferred, pledged or hypothecated (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar
process. Any attempted assignment, transfer, pledge, hypothecation or other
disposition or levy of attachment or similar process upon the option shall be
null and void and without effect. The option may be exercised only by the
Participant.
Section 7.02. The funds accumulated in the Stock Option Account may not
be assigned, transferred, pledged or hypothecated in any way, and any
attempted assignment, transfer, pledge, hypothecation or other disposition of
the funds accumulated in the Stock Option Account shall be null and void and
without effect.
ARTICLE 8. SHARE CERTIFICATES
Section 8.01. As soon as practicable after the exercise of an option,
the Company will cause to be delivered to the Participant a certificate
representing the Shares purchased upon such exercise.
Section 8.02. The Company shall not be required to issue or deliver any
certificate representing Shares purchased upon the exercise of options prior
to registration under the Securities Act of 1933, as amended, or registration
or qualification under any state law if such registration is required. The
Company will use its best efforts to accomplish such registration, if and to
the extent required, not later than a reasonable time following the exercise
of the option, and delivery of share certificates may be deferred until such
registration is accomplished.
Section 8.03. An employee shall have no interest in the Shares covered
by his option until a share certificate representing the same is issued.
Section 8.04. The share certificates representing Shares issued under the
Plan shall be registered in the name of the Participant or jointly with a
right of survivorship in the name of the Participant and another person, as
the Participant may direct.
<PAGE>
ARTICLE 9. EFFECTIVE DATE AND AMENDMENT OR TERMINATION OF PLAN
Section 9.01. The Plan shall become effective on May 1, 1987.
Section 9.02. The Board of Directors of the Company may at any time
terminate or amend the Plan except that no amendment shall be made without
prior approval of the shareholders which would (i) authorize an increase in
the number of shares which may be purchased under the Plan, except as
provided in Section 11.01, (ii) permit the issuance of Shares before payment
therefore in full, (iii) increase the rate of payroll deductions above 10%
of Current Compensation or (iv) reduce the price per share at which the
Shares may be purchased.
Section 9.03. The Plan shall automatically terminate on December 31,
2007.
ARTICLE 10. STOCK PLAN COMMITTEE
Section 10.01. The Plan shall be administered by a Stock Plan Committee
consisting of three employees of the Company, appointed by the Board of
Directors of the Company. In administering the Plan, it will be necessary to
follow various laws and regulations. It may be necessary from time to time
to change or waive requirements of the Plan to conform with the law, to meet
special circumstances not anticipated or covered in the Plan, or to carry on
successful operations of the Plan. Therefore, the Company reserves the
right, exercisable by the Committee or by its Board of Directors, to make
variations in the provisions of the Plan for such purposes and to determine
any questions which may arise regarding interpretation and application of the
provisions of the Plan. The determination of the Committee or of the Board
of Directors as to the interpretation and operation of the Plan shall be
final and conclusive, provided that any such determination by the Committee
shall be subject to review by the Board of Directors.
ARTICLE 11. STOCK DIVIDEND OR RECLASSIFICATION
MERGER OR CONSOLIDATION
Section 11.01. If a record date for a stock dividend or for a
reclassification by way of split-up or reduction in the number of Shares
shall occur during an option period, appropriate adjustments in the number of
shares and option prices shall be made to give effect thereto on an equitable
basis. Similarly, on the payment of any stock dividend or reclassification by
way of split-up or reduction in the number of shares, the total number of
shares authorized by Section 12.01 to be sold under the Plan shall be
adjusted accordingly.
Section 11.02. If the Company is merged into or consolidated with one or
more corporations during an option period, appropriate adjustments shall be
made to give effect thereto on an equitable basis in terms of issuance of
shares consolidated corporation, as the case may be.
ARTICLE 12. SHARES TO BE SOLD
Section 12.01. The Shares to be issued and sold under the Plan may be
treasury shares or unissued shares, or the Company may purchase shares for
sale under the Plan. Except as provided in Section 11.01, the aggregate
number of Shares to be sold under the Plan shall not exceed 700,000 Shares.
ARTICLE 13. NOTICES; CONSTRUCTION
Section 13.01. Notices to the Stock Plan Committee shall be addressed as
follows:
Section 13.02. The Company intends that the Plan qualify as an "employee
stock purchase plan" under Section 423 of the Internal Revenue Code of 1986,
as amended, and, therefore, the Plan shall be construed in a manner
consistent therewith if so approved. All employees granted options under the
Plan shall have the same rights and privileges consistent with the terms of
the Plan.
<PAGE>
EXHIBIT 5.1
July 30, 1998
GateField Corporation
47100 Bayside Parkway
Fremont, California 94538
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on or about April 5, 1994 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933,of, and the related authorization for you to issue, up
to 2,000,000 shares of your Common Stock (the "Stock") pursuant to the
exercise of options or purchase rights granted or to be granted by you under
your 1996 Stock Option Plan (the "1996 Plan); and up to 700,000 shares of
your Stock pursuant to your Employee Stock Purchase Plan (the "Employee Stock
Purchase Plan").
As your counsel, I have examined the proceedings taken by you in connection
with the adoption of the 1996 Plan and the Employee Stock Purchase Plan and
the granting of options thereunder.
It is my opinion that shares of Stock to be issued and sold under the
Registration Statement and that are authorized for issuance pursuant to the
exercise of stock options granted or to be granted under the 1996 Plan and
the Employee Stock Purchase Plan if issued and sold under the Registration
Statement in the manner referred to in the relevant Prospectus associated
with the Registration Statement, the 1996 Plan and the Employee Stock
Purchase Plan and accompanying stock options will be legally issued, fully
paid and non-assessable.
I consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to me, if any, in the
Registration Statement and any amendments thereto.
Very truly yours,
Douglas E. Klint, Esq.
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of GateField Corporation (formerly Zycad Corporation) on Form S-8 of our
reports dated April 8, 1998, appearing in and incorporated by reference in
the Annual Report on Form 10-K of GateField Corporation for the year ended
December 31, 1997.
DELOITTE & TOUCHE LLP
San Jose, California
July 30, 1998
