<PAGE> 1
As filed with the Securities and Exchange Commission on February 8, 1999
Registration No._________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IKOS SYSTEMS, INC.
(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,
1995 OUTSIDE DIRECTORS 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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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
maximum Proposed
offering maximum
Title of securities Amount to be price per aggregate Amount of
to be registered (1) registered (2) share(3) offering price(3) registration fee
- -------------------- -------------- -------- ----------------- ----------------
<S> <C> <C> <C> <C>
1995 Stock Option Plan
- ----------------------
Common Stock 409,702 $ 4.5625 $1,869,265.38 $ 519.66
($0.01 par value)
1995 Outside Directors Stock Option Plan
- ----------------------------------------
Common Stock ($0.01 100,000 $ 4.5625 $ 456,250.00 $ 126.84
par value)
1996 Employee Stock Purchase Plan
- ---------------------------------
Common Stock ($0.01 400,000 $3.878125 $1,551,250.00 $ 431.25
par value)
TOTALS 909,702 $3,876,765.38 $1,077.75
</TABLE>
- ------------
(1) The securities to be registered include options and rights to acquire Common
Stock.
(2) Pursuant to Rule 416(a), this registration statement also covers any
additional securities that may be offered or issued in connection with any stock
split, stock dividend or similar transaction.
(3) Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to the shares under the 1995 Stock Option Plan and the 1995
Outside Directors Stock Option Plan, the price is based upon the average of the
high and low prices of the Common Stock on February 3, 1999, as reported on the
Nasdaq National Market. 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 the shares under this plan is based upon
85% of the average of the high and low prices of the Common Stock on February 3,
1999, as reported on the Nasdaq National Market.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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.
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Item 6. Indemnification of Directors and Officers
Section 102(b) of the Delaware General Corporation Law authorizes
a corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit. As permitted by the statute,
the Company has adopted provisions in its Certificate of Incorporation which
eliminate to the fullest extent permissible under Delaware law the personal
liability of its directors to the Company and its stockholders for monetary
damages for breach or alleged breach of their duty of care.
Section 145 of the General Corporation Law of the State of
Delaware provides for the indemnification of officers, directors, employees and
agents of a corporation. The Bylaws of the Company provide for indemnification
of its directors, officers, employees and agents to the full extent permitted by
under Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law. The Company's Bylaws also empower
it to enter into indemnification agreements with its directors and officers and
to purchase insurance on behalf of any person whom it is required or permitted
to indemnify. The Company has entered into agreements with its directors and
certain of its executive officers that require the Company to indemnify such
persons to the fullest extent permitted under Delaware law against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or an executive officer
of the Company or any of its affiliated enterprises. The indemnification
agreements also set forth certain procedures that will apply in the event of a
claim for indemnification thereunder.
Section 145 of the General Corporation Law of the State of
Delaware provides for indemnification in terms sufficiently broad to indemnify
such individuals, under certain circumstances, 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.
<PAGE> 5
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;
(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; and
(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 (l)(ii) 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.
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
<PAGE> 6
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> 7
SIGNATURE
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 5,
1999.
IKOS SYSTEMS, INC.
By: /s/ Ramon A. Nunez
-------------------------------------
Ramon A. Nunez
President and Chief Executive Officer
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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 and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Gerald S. Casilli Chairman of the Board February 4, 1999
- ----------------------------
Gerald S. Casilli
/s/ Ramon A. Nunez President, Chief Executive Officer February 5, 1999
- ---------------------------- and Director (Principal Executive
Ramon A. Nunez Officer)
/s/ Joseph W. Rockom Vice President of Finance and February 5, 1999
- ---------------------------- Administration, Chief Financial
Joseph W. Rockom Officer and Secretary (Principal
Financial and Accounting Officer)
Director February __, 1999
- ----------------------------
James R. Oyler
Director February __, 1999
- ----------------------------
Glenn E. Penisten
William Stevens Director February 5, 1999
- ----------------------------
William Stevens
/s/ Jackson Hu Director February 4, 1999
- ----------------------------
Jackson Hu
</TABLE>
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<S> <C>
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 Certificate of Amendment of the Company's Certificate of Incorporation
is incorporated by reference to Exhibit 3.4 to the Company's Quarterly
Report on Form 10-Q for the quarter ended March 29, 1997 filed with the
Securities and Exchange Commission effective May 12, 1997 (File No.
000-18623).
4.5 Bylaws of the Company are incorporated by reference to Exhibit 3.2 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)
4.6 Certificate of Amendment of Bylaws of the Company is incorporated by
reference to Exhibit 7 to the Company's report on Form 8-A/A filed with
the Securities and Exchange Commission effective February 3, 1999 (File
No. 000-18623).
4.7 Amended and Restated Rights Agreement dated January 22, 1999 is
incorporated by reference to Exhibit 1 to the Company's report on Form
8-A/A filed with the Securities and Exchange Commission effective
February 3, 1999 (File No.000-18623).
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)
</TABLE>
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EXHIBIT 5
[LETTERHEAD OF GRAY CARY WARE & FREIDENRICH LLP]
400 Hamilton Avenue, Palo Alto, CA 94301-1825
Phone: 650-328-6561 Fax: 650-327-3699 www.gcwf.com
February 8, 1999
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 909,702 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, 1995 Outside Directors Stock Option Plan and 1996 Employee Stock
Purchase Plan (collectively, 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 909,702 shares of
Common Stock which may be issued upon the exercise of options and purchase
rights granted under the Plans are duly authorized shares of the Company's
Common Stock, and, when issued against receipt of the consideration 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 in said Registration Statement.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich LLP
GRAY CARY WARE & FREIDENRICH LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1995 Stock Option Plan, 1995 Outside Directors Stock
Option Plan and 1996 Employee Stock Purchase Plan of IKOS Systems, Inc. of our
report dated October 27, 1998, 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 October 3, 1998, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
San Jose, California
February 5, 1999
