<PAGE>
Registration No.________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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IKOS SYSTEMS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 77-0100318
-------------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
19050 PRUNERIDGE AVENUE
CUPERTINO, CALIFORNIA 95014
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(Address of principal executive offices) (Zip code)
IKOS SYSTEMS, INC. 1995 STOCK OPTION PLAN,
IKOS SYSTEMS, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN,
IKOS SYSTEMS, INC. 1995 OUTSIDE DIRECTORS STOCK OPTION PLAN AND
CERTAIN INDIVIDUAL EMPLOYEE STOCK OPTION AGREEMENTS
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(Full title of the plan)
RAMON A. NUNEZ
PRESIDENT AND CHIEF EXECUTIVE OFFICER
IKOS SYSTEMS, INC.
19050 PRUNERIDGE AVENUE
CUPERTINO, CALIFORNIA 95014
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (408) 255-4567
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
securities to be Amount to be offering price aggregate offering Amount of
registered registered per share/1/ price/1/ registration fee/1/
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Option Plan
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Common Stock 750,000 $11.9375 $8,953,125.00
($0.01 par value)
Employee Stock
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Purchase Plan
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Common Stock 100,000 $10.146875 $1,014,687.50
($0.01 par value)
Outside Directors Stock
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Option Plan
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Common Stock 100,000 $11.9375 $1,193,750.00
($0.01 par value)
Individual Employee
- -------------------
Stock Option Agreements
- -----------------------
Common Stock 57,500 $10.25 $ 589,375.00
($0.01 par value 15,000 7.50 112,500.00
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Total 1,022,500 $11,863,437.50 $4,090.84
-------------- -----------
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
/1/ Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to the shares issuable pursuant to the Stock Option
Plan and the Outside Directors Stock Option Plan, the price is based upon
the average of the high and low prices of the Common Stock on February
6, 1996, as reported on the National Association of Securities Dealers
Automated Quotations system. As to shares issuable pursuant to the
Employee Stock Purchase Plan, which establishes a purchase price equal to
85% of the fair market value of the Company's common stock, the price for
such shares is 85% of the average price determined in accordance with the
preceding sentence. As to shares issuable pursuant to the Individual
Employee Stock Option Agreements, the price is based on the option exercise
price.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference
- ------ ---------------------------------------
IKOS Systems, Inc. (the "Company") hereby incorporates by reference in
this registration statement the following documents:
(a) The Company's latest annual report on Form 10-K, filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), containing audited financial information for the Company's
latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed pursuant to Section 12 of
the Exchange Act, including any amendment or report filed for the purpose of
updating such description.
(d) The description of the Company's Preferred Stock Purchase Rights
contained in the Company's Registration Statement on Form 8-A, filed pursuant to
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
Item 4. Description of Securities
- ------ -------------------------
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel
- ------ --------------------------------------
Inapplicable.
<PAGE>
Item 6. Indemnification of Directors and Officers
- ------ -----------------------------------------
The Company's Certificate of Incorporation and Bylaws provide that the
Company shall indemnify its directors, officers, employees and agents to the
full extent permitted by Delaware law, including in circumstances in which
indemnification is otherwise discretionary under Delaware law. In addition, the
Company has entered into separate indemnification agreements with its directors
and officers which would require the Company, among other things, to indemnify
them against certain liabilities which may arise by reason of their status or
service (other than liabilities arising from willful misconduct of a culpable
nature), to advance their expenses incurred as a result of any proceeding
against them as to which they could be indemnified and to maintain directors'
and officers' liability insurance, if available on reasonable terms.
These indemnification provisions may be sufficiently broad to permit
indemnification of the Company's officers and directors for liabilities
(including reimbursement of expenses incurred) arising under the Securities Act
of 1933, as amended (the "Securities Act").
Item 7. Exemption From Registration Claimed
- ------ -----------------------------------
Inapplicable.
Item 8. Exhibits
- ------ --------
See Exhibit Index.
Item 9. Undertakings
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(a) Rule 415 Offering
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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;
(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;
(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;
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
- -----------------
registration statement is on Form S-3 or Form S-8, and 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.
(b) Filing incorporating subsequent Exchange Act documents by
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reference
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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.
(h) Request for acceleration of effective date or filing of
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registration statement on Form S-8
----------------------------------
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURE
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Pursuant to the requirements of the Securities Act, 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 Cupertino, State of California, on February 12,
1996.
IKOS SYSTEMS, INC.
By: /s/ Ramon A. Nunez
_______________________________________
Ramon A. Nunez
President and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
The officers and directors of IKOS Systems, Inc. whose signatures appear
below, hereby constitute and appoint Ramon A. Nunez and Joseph W. Rockom, and
each of them, their true and lawful attorneys and agents, with full power of
substitution, each with power to act alone, to sign and execute on behalf of the
undersigned any amendment or amendments to this registration statement on Form
S-8, and each of the undersigned does hereby ratify and confirm all that each of
said attorney and agent, or their or his substitutes, shall do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities indicated on February 12, 1996.
Signature Title
--------- -----
/s/ Gerald S. Casilli Chairman of the Board
- --------------------------------------
Gerald S. Casilli
/s/ Ramon A. Nunez President, Chief Executive Officer
- -------------------------------------- and Director (Principal Executive
Ramon A. Nunez Officer)
/s/ Joseph W. Rockom Vice President of Finance and
- -------------------------------------- Administration, Chief Financial
Joseph W. Rockom Officer and Secretary (Principal
Financial and Accounting Officer)
/s/ James R. Oyler Director
- --------------------------------------
James R. Oyler
Director
- --------------------------------------
Glenn E. Penisten
/s/ Lutz P. Henckels Director
- --------------------------------------
Lutz P. Henckels
<PAGE>
EXHIBIT INDEX
4.1 Certificate of Amendment of the Company's Certificate of Incorporation,
as filed with the Delaware Secretary of State on May 5, 1994, is
incorporated by reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-8 filed with the Securities and Exchange Commission
effective July 26, 1994 (File No. 33-81994)
4.2 Certificate of Amendment of the Company's Certificate of Incorporation,
as filed with the Delaware Secretary of State on April 24, 1995, is
incorporated by reference to Exhibit 4.2 to the Company's Registration
Statement on Form S-2 filed with the Securities and Exchange Commission
effective October 12, 1995 (File No. 33-62525)
4.2 Certificate of Incorporation of the Company is incorporated by reference
to the exhibits to the Company's Registration Statement on Form S-1 filed
with the Securities and Exchange Commission effective July 24, 1990 (File
No. 33-35161)
4.3 Bylaws of the Company are incorporated by reference to exhibit to the
Company's Registration Statement on Form S-1 filed with the Securities
and Exchange Commission effective July 24, 1990 (File No. 33-35161)
4.4 Stock Purchase Rights Plan is incorporated by reference to the exhibits
to the Company's report on Form 8-K effective February 10, 1992 (No. 0-
18623)
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Ernst & Young LLP, Independent Auditors
24 Power of Attorney (included in signature pages to this registration
statement)
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EXHIBIT 5
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OPINION RE LEGALITY
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February 12, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
RE: IKOS SYSTEMS, INC. 1995 STOCK OPTION PLAN, IKOS SYSTEMS, INC. 1996
EMPLOYEE STOCK PURCHASE PLAN, IKOS SYSTEMS, INC. 1995 OUTSIDE
DIRECTORS STOCK OPTION PLAN AND CERTAIN INDIVIDUAL EMPLOYEE STOCK
OPTION AGREEMENTS - REGISTRATION STATEMENT ON FORM S-8
Gentlemen and Ladies:
As legal counsel for IKOS Systems, Inc., a Delaware corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of up to 750,000 shares of the
Company's Common Stock, $0.01 par value, which may be issued pursuant to the
exercise of options granted under the IKOS Systems, Inc. 1995 Stock Option Plan
(the "Option Plan"), 100,000 such shares which may be issued pursuant to the
exercise of purchase rights granted under the IKOS Systems, Inc. 1996 Employee
Stock Purchase Plan (the "Purchase Plan"), 100,000 such shares which may be
issued pursuant to the exercise of options granted under the IKOS Systems, Inc.
1995 Outside Directors Stock Option Plan (the "Directors Plan") and 72,500 such
shares which may be issued pursuant to the exercise of options granted under
certain individual employee stock option agreements (the "Agreements").
We have examined all instruments, documents and records which we deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
<PAGE>
Securities and Exchange Commission
February 12, 1996
Page 2
We are admitted to practice only in the State of California and we express
no opinion concerning any law other than the law of the State of California, the
corporation laws of the State of Delaware and the federal law of the United
States. As to matters of Delaware corporation law, we have based our opinion
solely upon examination of such laws and the rules and regulations of the
authorities administering such laws, all as reported in standard, unofficial
compilations. We have not obtained opinions of counsel licensed to practice in
jurisdictions other than the State of California.
Based on such examination, we are of the opinion that the 750,000 shares,
100,000 shares, 100,000 shares and 72,500 shares of Common Stock which may be
issued upon the exercise of options granted under the Option Plan, the exercise
of purchase rights granted under the Purchase Plan, the exercise of options
granted under the Directors Plan and the exercise of options granted under the
Agreements, respectively, are duly authorized shares of the Company's Common
Stock, and, when issued against payment of the purchase price therefor in
accordance with the provisions of the Option Plan, the Purchase Plan, the
Directors Plan or the Agreements, as the case may be, will be validly issued,
fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and the use of our name wherever it
appears in said Registration Statement.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
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EXHIBIT 23.2
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CONSENT OF INDEPENDENT AUDITORS
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the 1995 Stock Option Plan, the 1996 Employee Stock
Purchase Plan, the 1995 Outside Directors Stock Option Plan, and Certain
Individual Employee Stock Option Agreements of IKOS Systems, Inc. of our report
dated October 17, 1995, with respect to the consolidated financial statements
and schedule of IKOS Systems, Inc. included in the Annual Report (Form 10-K) for
the year ended September 30, 1995.
/s/ Ernst & Young LLP
San Jose, California
February 9, 1996
