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Registration No.______________
UNITED STATES 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
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(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 AND
1996 EMPLOYEE STOCK PURCHASE PLAN
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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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<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Title of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered registered share/1/ price/1/ registration fee
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<S> <C> <C> <C> <C>
1995 Stock Option Plan
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Common Stock, 430,000 $7.00 $3,010,000
par value $0.01
1996 Employee Stock Purchase Plan
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Common Stock, 150,000 $5.95 $ 892,500
par value $0.01
TOTAL 580,000 $3,902,500 $1,151.24
</TABLE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3. Incorporation of Documents by Reference
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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 statements 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 registrant 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 under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
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/1/ Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. The 1996 Employee Stock Purchase Plan establishes a
purchase price equal to 85% of the fair market value of the Company's
Common Stock and, therefore, the price for shares issuable under this plan
is based upon 85% of the average of the high and low prices of the Common
Stock on February 9, 1998 as reported on the National Association of
Securities Dealers Automated Quotations system. As to shares issuable
under the 1995 Stock Option Plan, the price is based upon the average of
the high and low prices of the Common Stock on February 9, 1998 as
reported on the National Association of Securities Dealers Automated
Quotations system.
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(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
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The class of securities to be offered is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel
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Inapplicable.
Item 6. Indemnification of Directors and Officers
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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
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Inapplicable.
Item 8. Exhibits
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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;
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(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;
provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
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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 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
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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.
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SIGNATURE
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Pursuant to the requirements of the Securities Act of 1933, as amended, 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 13, 1998.
IKOS Systems, Inc.
By: /s/ Ramon A. Nunez
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Ramon A. Nunez
President and Chief Executive Officer
POWER OF ATTORNEY
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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, her 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 13, 1998.
Signature Title
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/s/ Gerald S. Casilli
_____________________________ Chairman of the Board
Gerald S. Casilli
/s/ Ramon A. Nunez
_____________________________ President, Chief Executive Officer and
Ramon A. Nunez Director (Principal Executive Officer)
/s/ Joseph W. Rockom
_____________________________ Vice President of Finance and Administration,
Joseph W. Rockom Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
/s/ James R. Oyler
_____________________________ Director
James R. Oyler
/s/ Glenn E. Penisten
_____________________________ Director
Glenn E. Penisten
/s/ Lutz P. Henckels
_____________________________ Director
Lutz P. Henckels
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EXHIBIT INDEX
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4.1 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 25, 1990 (File No. 33-35161)
4.2 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)
4.3 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)
4.4 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 25, 1990 (File No. 33-35161)
4.5 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
[LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP APPEARS HERE]
February 13, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
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 580,000 shares of the
Common Stock, $0.01 par value, of the Company which may be issued pursuant to
the exercise of options and purchase rights granted under the IKOS Systems, Inc.
1995 Stock Option Plan and 1996 Employee Stock Purchase Plan (the "Plans"). 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.
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 our 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 580,000 shares of Common Stock which may be issued
upon exercise of options and purchase rights granted under the Plans 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
Plans, will be validly issued, fully paid and nonassessable.
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 therein.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich LLP
GRAY CARY WARE & FREIDENRICH LLP
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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 IKOS Systems, Inc. 1995 Stock Option Plan and 1996
Employee Stock Purchase Plan of our report dated October 15, 1997 with respect
to the consolidated financial statements and schedule of IKOS Systems, Inc.
included in its Annual Report (Form 10-K) for the year ended September 27, 1997,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
San Jose, California
February 13, 1998
