May 27, 1994
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Cadence Design Systems, Inc.
Form S-3 Registration Statement
Ladies and Gentlemen:
Accompanying this letter for filing pursuant to the
Securities Act of 1933, as amended, is a conformed copy of a
Registration Statement on Form S-3 (the "Registration
Statement") with respect to 2,350,000 shares of the Common
Stock of Cadence Design Systems, Inc. (the "Company").
Manually executed signature pages and consents were executed
prior to the time of this electronic filing and will be
retained by the Company for five years.
In payment of the $11,903 registration fee, wires were
transferred to the account of the Securities and Exchange
Commission by federal wire transfer as required pursuant to
Rule 13(c) of Regulation S-T. Two wires were sent. First one
for $11,801.73 was sent on May 26, 1994 at approximately
1:58 p.m. Washington D.C. time and was assigned reference number
MT-842285 and the second wire in the amount of $102.00 was
sent on May 27, 1994 at approximately 1:07 p.m. Washington D.C. time
and was assigned reference number MT-844550.
The Registration Statement pertains to 1,050,000 shares
of Common Stock of the Company held by Comdisco Systems,
Inc. ("Comdisco Systems") and 1,300,000 shares of Common
Stock of the Company issuable upon the exercise of warrants
held by Comdisco Systems. It is desired that the
Registration Statement be made effective as soon as
possible. Therefore, we would appreciate hearing promptly
whether it will be reviewed by the Staff.
If you have any questions about the enclosed, please
contact the undersigned at (408) 943-1234 or Eileen Duffy
Robinett of Fenwick & West at (415) 494-0600.
Very truly yours,
CADENCE DESIGN SYSTEMS, INC.
James Given
Corporate Counsel
<PAGE>
As filed with the Securities and Exchange Commission on May 27, 1994
Registration No. 33-
______________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________________
CADENCE DESIGN SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 77-0148231
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
______________________
555 River Oaks Parkway
San Jose, California 95134
(408) 943-1234
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices )
____________________
James Given, Esq.
Corporate Counsel
Cadence Design Systems, Inc.
555 River Oaks Parkway
San Jose, California 95134
(408) 943-1234
(Name, address, including zip code, and telephone number,including
area code, of agent for service)
____________________
Copies to:
Edwin N. Lowe, Esq.
David W. Healy, Esq.
Eileen Duffy Robinett, Esq.
Fenwick & West
Two Palo Alto Square, Suite 800
Palo Alto, California 94306
____________________
Approximate date of commencement of proposed sale to the public:
From time to time after the later of the effective
date of this Registration Statement or June 11, 1994 until
the earlier of the sale of all shares registered hereunder
or June 30, 1996.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans,
please check the following box. ___
If any of the securities being registered on this Form are
to be offered on a delayed or continuous basis pursuant
to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with
dividend or interest reinvestment plans, check the following
box. _x___
_____________________
Calculation Of Registration Fee
Proposed
Maximum
Title of Each Class of Proposed Maximum Aggregate Amount of
Securities to be Amount to be Offering Price Offering Registration
Registered Registered per Share(1) Price(1) Fee
- ---------------- ------------ --------------- ------- ------------
Common Stock
$0.01 par value
per share 2,350,000 $14.6875 $34,515,625 $11,903
(1) Estimated solely for the purpose of calculating the
amount of the registration fee, pursuant to Rule 457(c)
promulgated under the Securities Act of 1933, based on the
market price of the Registrant's Common Stock on May 25,
1994.
______________________
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay
its effective date until the Registrant shall file a further
amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the
Registration Statement shall become effective on such date
as the Commission, acting pursuant to said Section 8(a), may
determine.
<PAGE>
PROSPECTUS
2,350,000 Shares
CADENCE DESIGN SYSTEMS, INC.
Common Stock
____________________
All of the shares of Common Stock of Cadence Design
Systems, Inc. (the "Company") offered hereby are being sold
by Comdisco Systems, Inc. ("Comdisco Systems"). Such shares
are being offered on a continuous basis pursuant to Rule 415
under the Securities Act of 1933, as amended (the
"Securities Act"), during the period of time that the
Registration Statement to which this Prospectus relates is
kept effective but no later than June 30, 1996. It is
anticipated that Comdisco Systems will offer shares for sale
from time to time at the then-prevailing market price. All
expenses of registration incurred in connection with this
offering are being borne by the Company, but all selling and
other expenses incurred by Comdisco Systems will be borne by
Comdisco Systems. The Company's Common Stock is traded on
the New York Stock Exchange ("NYSE") under the symbol "CDN."
On May 26, 1994, the closing price of the Company's Common
Stock on the NYSE was $14.75.
____________________
See "Risk Factors" for a discussion of certain factors that
should be considered in connection with an investment in the
Common Stock offered hereby.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADE-
QUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
Underwriting Proceeds
Price to Discounts and Proceeds to Selling
Public Commissions(1) to Company(2) Stockholders
---------- -------------- ------------- ------------
Per Share see text above none none see text above
Total see text above none none see text above
(1) Comdisco Systems and any broker executing selling
orders on behalf of Comdisco Systems may be deemed to be an
"underwriter" within the meaning of the Securities Act, in
which event commissions received by such broker may be
deemed to be underwriting commissions under the Securities
Act.
(2) The Company will pay expenses of registration estimated
at $30,000.
The date of this Prospectus is May 27, 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and, in accordance therewith,
files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. 20549, and at certain
of its regional offices located as follows: 7 World Trade
Center, New York, New York 10048; and Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511. Copies of such material can also be
obtained at prescribed rates by writing to the Commission,
Public Reference Section, Washington, D.C. 20549. Such
reports, proxy statements and other information concerning
the Company may also be inspected at the offices of the New
York Stock Exchange at 20 Broad Street, New York, New York
10005.
The Company has filed with the Commission, Washington,
D.C. 20549, a Registration Statement on Form S-3 under the
Securities Act, with respect to the shares of Common Stock
offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement and the
exhibits and schedules thereto. For further information
with respect to the Company and the Common Stock offered
hereby, reference is made to the Registration Statement and
the exhibits and schedules filed therewith. Statements
contained in this Prospectus as to the contents of any
contract or any other document referred to are not
necessarily complete, and in each instance reference is made
to the copy of such contract or other document filed as an
exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference. A copy
of the Registration Statement may be inspected without
charge at the offices of the Commission in Washington, D.C.
20549, and copies of all or any part of the Registration
Statement may be obtained from the Public Reference Section
of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the regional offices of the Commission,
upon the payment of the fees prescribed by the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Except to the extent modified or superseded by
information contained herein, the Company's Annual Report on
Form 10-K for the year ended December 31, 1993, the
Quarterly Report on Form 10-Q for the quarter ended March
31, 1994 and the Form 8-A filed on August 29, 1990 and
amended May 26, 1994 (Commission File No. 1-10606), as filed
with the Commission, are hereby incorporated by reference in
this Prospectus. Any statement contained in a document
incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement
contained herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a
part of this Prospectus.
All documents filed pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering
shall be deemed incorporated by reference in this Prospectus
and to be a part hereof from the date of filing of such
documents.
The Company hereby undertakes to provide without charge
to each person, including any beneficial owner, to whom this
Prospectus is delivered, upon written or oral request of
such person, a copy of any and all of the information that
has been incorporated by reference in the Prospectus (not
including exhibits to the information that is incorporated
by reference unless such exhibits are specifically
incorporated by reference into the information that this
Prospectus incorporates). Requests should be directed to
James Given, Corporate Counsel, Cadence Design Systems,
Inc., 555 River Oaks Parkway, San Jose, California 95134;
telephone number (408) 944-7748.
No dealer, salesperson or other person has been
authorized to give any information or to make any
representation not contained in this Prospectus and, if
given or made, such information or representation must not
be relied upon as having been authorized by the Company or
any Underwriter. This Prospectus does not constitute an
offer to sell or solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person
to whom it is unlawful to make such offer or solicitation in
such jurisdiction. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances,
create any implication that the information herein is
correct as of any time subsequent to the date hereof or that
there has been no change in the affairs of the Company since
such date.
THE COMPANY
The principal executive offices of the Company are
located at 555 River Oaks Parkway, San Jose, California
95134 and its telephone number is (408) 943-1234.
RISK FACTORS
Investors should consider carefully the following
factors, in addition to the other information contained in
this Prospectus, before purchasing the shares of Common
Stock offered hereby.
Fluctuations in Operating Results. The Company's
operating expenses are partially based on its expectations
of future revenue. The Company's results of operations may
be adversely affected if revenue does not materialize in a
quarter as expected. Since expense levels are usually
committed in advance of revenues and because only a small
portion of expenses vary with revenue, the Company's
operating results may be impacted significantly by lower
revenue. Based on the Company's operating history and
factors that may cause fluctuations in the quarterly
results, quarter to quarter comparisons should not be relied
upon as indicators of future performance. Although the
Company's revenues are not generally seasonal in nature, the
Company from time to time has experienced decreases in first
quarter revenue versus the preceding fourth quarter which is
believed to result primarily from the capital purchase cycle
of the Company's customers.
Key Personnel. The Company is dependent upon the
efforts and abilities of its senior management, its research
and development staff and a number of other key management,
sales, support and technical personnel. The success of the
Company will depend to a large extent upon its ability to
retain and continue to attract qualified technical and other
employees. Competition for qualified personnel in the
software industry is intense, and the loss of key employees
could have a material adverse effect on the Company's
business, operating results and financial condition,
particularly if key personnel are subsequently employed by a
competitor.
Technological Change. Because of rapid technological
changes in the electronic design automation ("EDA")
industry, the Company's future revenues will depend on its
ability to develop or acquire new products and enhance its
existing products on a timely basis to accommodate the
latest technological advances in computer software and
hardware. The Company's products are designed for a narrow
technology and are dedicated to the design and manufacturing
processes, procedures, techniques and methods currently in
use by integrated circuit manufacturers. The EDA software
tools currently licensed by the Company are usable primarily
in connection with current manufacturing processes. Changes
in manufacturing technology or processes could render one or
more of the Company's software tools obsolete. There can be
no assurance that the Company will be able to avoid
obsolescence of its products or that any new or enhanced
products it develops or markets will be competitive or
achieve market acceptance. Moreover, any significant delays
in product development could result in a loss of
competitiveness of the Company's products and loss of
revenues.
Competition. The Company faces intense competition in
the EDA product market from a number of companies that sell
competing products and from internal EDA software
development groups of potential customers. Some of the
Company's competitors may have substantially greater
financial, marketing and technological resources than the
Company. There can be no assurance that the Company will be
able to compete successfully.
Because the EDA industry is labor intensive rather than
capital intensive, the number of potential competitors to
the Company is great. A potential competitor who possesses
the necessary knowledge of electronic circuit and systems
design, production and operation could develop EDA tools
using a moderately priced computer workstation and bring
such tools to market quickly. If such an EDA software tool
were to surpass the technology of a tool of the Company, the
attention of customers might rapidly shift to the new tool,
resulting in a precipitous decline in the sales of the
Company's comparable product.
Intellectual Property Rights. The Company relies
principally upon trade secrets and copyright laws to protect
its intellectual property rights. In general, the Company
seeks to preserve its trade secrets by licensing (rather
than selling) its products, by using nondisclosure
agreements, by limiting access to confidential information
and through other security measures. Despite these
precautions, it may be possible for third parties to copy
aspects of the Company's products or to obtain and use
information that the Company regards as proprietary. The
Company has relatively few patents, and existing copyright
laws afford only limited protection. There has been an
increase in the number of patents issued in the United
States relating to EDA software and, accordingly, the risk
of patent infringement in the industry can be expected to
increase. In addition, the proprietary rights and laws of
certain countries do not protect the Company's products and
intellectual property rights to the same extent as do the
laws of the United States.
International Revenues. A large percentage of the
total revenues of the Company has been derived from
international sources, principally in Japan and Europe.
International sales have constituted approximately one-half
of the Company's total revenues since 1991, and it is
anticipated that international revenues will continue to
constitute a significant portion of total revenues for the
Company. International revenues are subject to certain
increased risks normally associated with international
operations, including, among others, adoption and expansion
of government trade restrictions, currency conversion risks,
limitations on repatriation of earnings and reduced
protection of intellectual property rights. Due to adverse
business conditions in Japan, the Company has experienced
and may continue to experience a reduced level of activity
from this important market. A continued low level or
further reduction of orders from Japan could have a material
adverse impact on the Company's results of operations. Many
of the products offered by the Company are subject to
restrictions on export under the regulations of the United
States Department of Commerce and Department of State, and
changes in United States export policy, as well as changes
in the import restrictions of foreign countries, could have
an adverse effect on the Company's business.
Volatility of Stock Prices. The market price of the
Company's Common Stock has been and may continue to be
volatile. This volatility may result from a number of
factors, including fluctuations in the Company's quarterly
revenues and net income, announcements of technical
innovations or new commercial products by the Company or its
competitors, and market conditions in the EDA,
semiconductor, telecommunications, computer hardware and
computer software industries. In addition, the stock market
has experienced and continues to experience extreme price
and volume fluctuations which have affected the market
prices of securities, particularly those of technology
companies, and which have often been unrelated to the
operating performance of the companies. These broad market
fluctuations, as well as general economic and political
conditions, may adversely affect the market price of the
Company's Common Stock.
SELLING STOCKHOLDER
The following table sets forth certain information
known to the Company with respect to beneficial ownership of
the Company's Common Stock as of May 20, 1994 by Comdisco
Systems. Comdisco Systems acquired the shares of Common
Stock offered hereby in connection with the Company's
acquisition of certain assets and liabilities of Comdisco
Systems (the "Comdisco Systems Business"). The Company is
also a party to certain agreements with Comdisco, Inc.
pursuant to which the Company leases certain equipment and
subleases certain real estate. The following table assumes
Comdisco Systems sells all shares held by it in this
offering. The Company is unable to determine the exact
number of shares, if any, that will actually be sold
pursuant to this Prospectus.
Shares Beneficially Shares Beneficially
Owned Prior to Offering Owned Prior to Offering
------------------------ -----------------------
Shares Being
Name Number Percent Offered Number Percent
- ---- -------- ------- ----------- ------- --------
Comdisco 2,350,000(1) 5.5% 2,350,000 -- --
___________________
(1) Includes a warrant to purchase up to 1,300,000 shares
of Common Stock which are immediately exercisable at $14.50
per share, subject to certain restrictions.
PLAN OF DISTRIBUTION
In connection with the Company's acquisition of the
Comdisco Systems Business, Comdisco Systems and its parent
corporation, Comdisco, Inc., entered into an Agreement For
Purchase and Sale of Assets (the "Agreement") with the
Company pursuant to which Comdisco Systems was granted
certain registration rights. The Registration Statement of
which this Prospectus forms a part has been filed pursuant
to the Agreement. In the Agreement, Comdisco Systems agreed
to sell any of the shares offered by them pursuant to this
prospectus in accordance with the manner of sale provisions
set forth in Rule 144(f) promulgated under the Securities
Act or otherwise in customary brokerage transactions on the
NYSE and involving the payment by Comdisco Systems of
customary brokers commissions in connection with such sales.
No assurance can be given that Comdisco Systems will sell
any of the shares that are subject to this Prospectus or
that Comdisco Systems will not sell such shares in a private
transaction or other transaction that is exempt from the
registration requirements of the Securities Act.
Rule 144(f) permits sales in "brokers' transactions"
(described below) or to market makers, and provides that the
person selling the shares may not (1) solicit or arrange for
the solicitation of orders to buy the shares in anticipation
of or in connection with such transaction, or (2) make any
payment in connection with the offer or sale of the shares
to any person other than the broker who executes the order
to sell the securities. In general, "brokers' transactions"
are ones in which the broker merely executes the sell order,
receives no more than the customary commission and does not
solicit orders to buy the shares.
To the best of the Company's knowledge, Comdisco
Systems has not entered into any agreement, arrangement or
understanding with any particular broker or market maker
with respect to the shares offered hereby. The Company does
not know the identity of the brokers or market makers which
will participate in the offering.
Pursuant to the Agreement, Comdisco Systems may not
sell the shares offered hereby without first submitting a
written request to the Company (the "Takedown Request") to
sell at least 50,000 of the shares (or, if less, any
remaining shares registered hereunder). The Company must
notify Comdisco Systems promptly following the receipt of
the Takedown Request whether it believes this Prospectus
should be supplemented or amended prior to use in connection
with such sale of stock, in which case the Company is
obligated to use all reasonable efforts to effectuate such
update as soon as possible. Once the Prospectus is
available for use, Comdisco Systems will have 15 business
days following notice of its availability within which to
sell the shares specified in its Takedown Request. Comdisco
Systems may not offer or sell any shares hereunder pursuant
to a Takedown Request during the period commencing with the
20th day before the end of a fiscal quarter and ending with
the earlier of the 20th day of the following month or the
second trading day following the public announcement of the
Company's earnings for the fiscal quarter in which the
period commenced. Under certain circumstances, the Company
is permitted to postpone for a period of time the filing of
an update to this Prospectus, which would thereby delay the
sale of shares hereunder by Comdisco Systems. During the
period commencing June 11, 1995 and ending June 30, 1996,
Comdisco Systems may not make a Takedown Request or sell
shares hereunder if Comdisco Systems has not sold the full
amount of shares that it is then permitted to sell under the
volume limitations of Rule 144(e), unless the number of
shares to be sold is in excess of the number of shares
Comdisco Systems is then permitted to sell under Rule
144(e).
LEGAL MATTERS
The validity of the issuance of the shares of Common
Stock offered hereby will be passed upon for the Company by
Fenwick & West, Two Palo Alto Square, Suite 800, Palo Alto,
California 94306.
EXPERTS
The consolidated financial statements of Cadence Design
Systems, Inc. as of December 31, 1993 and 1992 and for each
of the three years in the period ended December 31, 1993 and
the related financial statement schedules incorporated by
reference in this Prospectus have been audited by Arthur
Andersen & Co., independent public accountants, as indicated
in their reports with respect thereto, and are incorporated
herein by reference in reliance upon authenticity of said
firm as experts in giving said reports. Arthur Andersen &
Co. did not audit the consolidated financial statements of
Valid Logic Systems Incorporated, a company acquired by
Cadence during 1991 in a transaction accounted for as a
pooling of interests. Such statements are included in the
consolidated financial statements of Cadence and reflect
total revenues of 40% of the consolidated total for the year
ended December 31, 1991. The consolidated financial
statements and related financial statement schedules of
Valid Logic Systems Incorporated and subsidiaries for the
year ended December 31, 1991 have been audited by Deloitte &
Touche, independent auditors, as stated in their reports,
which are incorporated herein by reference, and have been so
incorporated in reliance upon the reports of such firm given
upon their authority as experts in accounting and auditing.
The opinion of Arthur Andersen & Co., insofar as it relates
to amounts included for Valid Logic Systems Incorporated, is
based solely upon the reports of Deloitte & Touche.
<PAGE>
CADENCE DESIGN SYSTEMS, INC.
2,350,000 Shares of
Common Stock
___________________
PROSPECTUS
___________________
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.
The estimated expenses to be paid by the Registrant in
connection with this offering are as follows:
Securities and Exchange Commission registration fee $11,903
Accounting fees and expenses 6,500
Legal fees and expenses 10,000
Miscellaneous 1,597
Total $30,000
ITEM 15. 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 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 and the Bylaws, as well as certain additional procedural
protections. In addition, the 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 indemnification provision in the Bylaws, and 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.
<PAGE>
ITEM 16. Exhibits.
The following exhibits are filed herewith or
incorporated by reference herein:
Exhibit
Number Exhibit Title
4.01 Specimen Certificate for shares of Common
Stock, $0.01 par value, of the Registrant (incorporated by
reference to Exhibit 4.01 to the Registrant's Form S-4
Registration Statement (No. 33-43400) originally filed on
October 7, 1991 (the "1991 Form S-4")).
4.02 (a) The Registrant's Certificate of Incorporation,
as filed with the Secretary of State of the State of Delaware
on April 8, 1987 (incorporated by reference to Exhibit 3.01
to Registrant's Form S-1 Registration Statement (No. 33-13845)
originally filed on April 29, 1987 (the "1987 Form S-1")).
(b) The Registrant's Certificate of Retirement of
Stock as filed with the Secretary of State of the State of
Delaware on September 28, 1987 (incorporated by reference to
Exhibit 3.01(b) to Registrant's Form S-4 Registration
Statement (No. 33-20724) originally filed on February 25,
1988).
(c) The Registrant's Certificate of Ownership and
Merger as filed with the Secretary of State of the State of
Delaware on June 1, 1988 (incorporated by reference to
Exhibit 3.02(c) to the Registrant's Form S-1 Registration
Statement (No. 33-23107) originally filed on July 18, 1988
(the "1988 Form S-1")).
(d) The Registrant's Certificate of Designations
of Series A Junior Participating Preferred Stock as filed
with the Secretary of State of the State of Delaware on June
8, 1989 (incorporated by reference to Exhibit 3A to the
Registrant's Form 8-K originally filed on June 12, 1989).
(e) The Registrant's Certificate of Amendment of
Certificate of Incorporation as filed with the Secretary of
State of the State of Delaware on July 26, 1991
(incorporated by reference to Exhibit 3.01(e) to the 1991
Form S-4).
(f) The Registrant's Certificate of Designation
of Series A Convertible Preferred Stock as filed with the
Secretary of State of the State of Delaware on December 30,
1991 (incorporated by reference to Exhibit 3.01(f) from the
Registrant's Form 10-K for the fiscal year ended December
31, 1991).
4.03 The Registrant's Bylaws, as currently in effect (incorporated
by reference to Exhibit 3.02 to the 1987 Form S-1).
4.04 Section 7 of the Agreement For Purchase and Sale of Assets
between the Registrant, Comdisco, Inc. and Comdisco Systems, Inc.
5.01 Opinion of Fenwick & West regarding the legality of the
securities being issued.
23.01 Consent of Arthur Andersen & Co.
23.02 Consent of Deloitte & Touche.
23.03 Consent of Fenwick & West (included in
Exhibit 5.01).
24.01 Power of Attorney (see pages II-4 and II-5).
<PAGE>
ITEM 17. 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
(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 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 (i) and (ii) do not apply
if the information required to be included in a post-
effective amendment thereby is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 (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 post-effective
amendment shall be deemed a new registration statement
relating to the securities offered therein, and the offering
of the 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 that
is incorporated by reference in this 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 provisions described under Item 15 above, 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.
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS that each individual and
corporation whose signature appears below constitutes and
appoints James Given and H. Raymond Bingham, and each of
them, his or its true and lawful attorneys-in-fact and
agents 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, and to file the
same, with all exhibits thereto and all documents in
connection therewith, with the Securities and Exchange
Commission, granting unto 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, its or their substitute or
substitutes, may lawfully do or cause to be done or by
virtue hereof.
SIGNATURES
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-3 and has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose, State of California, on
the 26th day of May, 1994.
CADENCE DESIGN SYSTEMS, INC.
By: /s/Joseph B. Costello
Joseph B. Costello, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Name Title Date
Principal Executive Officer:
/s/Joseph B. Costello President, Chief Executive
May 26, 1994
Joseph B. Costello Officer and Director
Principal Financial Officer:
/s/H. Raymond Bingham Executive Vice President
Finance May 26, 1994
H. Raymond Bingham and Administration, Chief
Financial
Officer and Secretary
Principal Accounting Officer:
/s/William Porter Vice President, Corporate
Controller May 26, 1994
William Porter and Assistant Secretary
Name Title Date
Additional Directors:
/s/Carol Bartz Director May 26, 1994
Carol Bartz
/s/Raymond J. Lane Director May 17, 1994
Raymond J. Lane
/s/Dr. Leonard Y.W. Liu Director May 26, 1994
Dr. Leonard Y.W. Liu
/s/Donald L. Lucas Director May 26, 1994
Donald L. Lucas
/s/Dr. Alberto Sangiovanni-Vincentelli Director May
26, 1994
Dr. Alberto Sangiovanni-Vincentelli
/s/George M. Scalise Director May 26, 1994
George M. Scalise
/s/Dr. John B. Shoven Director May 17, 1994
Dr. John B. Shoven
/s/James E. Solomon Director May 26, 1994
James E. Solomon
EXHIBIT INDEX
Exhibit
Number Exhibit Title
4.01
- --
Specimen Certificate for shares of Common Stock, $0.01 par
value, of the Registrant (incorporated by reference to
Exhibit 4.01 to the Registrant's Form S-4 Registration
Statement (No. 33-43400) originally filed on October 7, 1991
(the "1991 Form S-4")).
4.02
- --
(a) The Registrant's Certificate of Incorporation, as filed
with the Secretary of State of the State of Delaware on
April 8, 1987 (incorporated by reference to Exhibit 3.01 to
Registrant's Form S-1 Registration Statement (No. 33-13845)
originally filed on April 29, 1987 (the "1987 Form S-1")).
(b) The Registrant's Certificate of Retirement of Stock as
filed with the Secretary of State of the State of Delaware
on September 28, 1987 (incorporated by reference to Exhibit
3.01(b) to Registrant's Form S-4 Registration Statement (No.
33-20724) originally filed on February 25, 1988).
(c) The Registrant's Certificate of Ownership and Merger as
filed with the Secretary of State of the State of Delaware
on June 1, 1988 (incorporated by reference to Exhibit
3.02(c) to the Registrant's Form S-1 Registration Statement
(No. 33-23107) originally filed on July 18, 1988 (the "1988
Form S-1")).
(d) The Registrant's Certificate of Designation of Series A
Junior Participating Preferred Stock as filed with the
Secretary of State of the State of Delaware on June 8, 1989
(incorporated by reference to Exhibit 3A to the Registrant's
Form 8-K originally filed on June 12, 1989).
(e) The Registrant's Certificate of Amendment of
Certificate of Incorporation as filed with the Secretary of
State of the State of Delaware on July 26, 1991
(incorporated by reference to Exhibit 3.01(e) to the 1991
Form S-4).
(f) The Registrant's Certificate of Designation of Series A
Convertible Preferred Stock as filed with the Secretary of
State of the State of Delaware on December 30, 1991
(incorporated by reference to Exhibit 3.01(f) from the
Registrant's Form 10-K for the fiscal year ended December
31, 1991).
4.03
- --
The Registrant's Bylaws, as currently in effect
(incorporated by reference to Exhibit 3.02 to the 1987 Form
S-1).
4.04
- --
Section 7 of the Agreement For Purchase and Sale of Assets
between the Registrant, Comdisco, Inc. and Comdisco Systems,
Inc.
5.01
- --
Opinion of Fenwick & West regarding the legality of the
securities being issued.
23.01
- --
Consent of Arthur Andersen & Co.
23.02
- --
Consent of Deloitte & Touche.
23.03
- --
Consent of Fenwick & West (included in Exhibit 5.01).
24.01
- --
Power of Attorney (see pages II-4 and II-5).
EXHIBIT 4.04
Section 7 of the
Agreement For Purchase and Sale of Assets
between the Registrant, Comdisco, Inc. and
Comdisco Systems, Inc.
SECTION 7:
"7. REGISTRATION RIGHTS
7.1 Shelf Registration.
(a) On or prior to May 1, 1994, Cadence will
file a registration statement with the SEC on Form S-3 (if
available, or, subject to Section 7.1(d) below, such other
form as will be available to Cadence) to register under the
Securities Act for sale to the public, during the period
commencing on June 11, 1994 and ending on June 30, 1996
(subject to Section 7.1(d) below), any or all of the Shares
, and thereafter will file such amendment or amendments to
such registration statement, if any, as will be necessary to
cause it to become effective as soon as practicable after
filing. The registration statement, as amended and
supplemented from time to time, is hereinafter referred to
as the "Registration Statement." The Shares registered
under the Registration Statement are hereafter referred to
as the "Registered Shares." Subject to Section 7.1(d)
below, Cadence will use all reasonable efforts to maintain
the effectiveness of the Registration Statement until the
first to occur of (i) the sale or other transfer by Comdisco
Systems of all the Registered Shares (whether pursuant to
the Registration Statement, Rule 144 or otherwise) or (ii)
June 30, 1996. In connection with such registration,
Cadence will, at its expense, cause the Shares to be listed
(or approved for listing upon notice of issuance, as
applicable) on the New York Stock Exchange. Cadence
acknowledges that, to the extent that it has agreed in this
Article 7 to take action "as such as practicable" or to use
"all reasonable efforts", Cadence commits to take such
action or to exert such efforts regardless of the filing
fees, attorneys fees and other similar costs it my incur in
connection therewith.
(b) The prospectus that forms a part of the
Registration Statement as initially filed by Cadence will
provide for the sale of all of the Registered Shares held by
Comdisco Systems on the New York Stock Exchange from time to
time pursuant to the manner of sale provisions set forth in
Rule 144(f) under the Securities Act or otherwise in
customary brokerage transactions on the New York Stock
Exchange and involving the payment by Comdisco Systems of
customary brokers commissions in connection with any such
sale. Comdisco Systems will sell Registered Shares under
the Registration Statement only in accordance with the terms
and provisions thereof.
(c) After the Registration Statement has
been declared effective, Comdisco Systems may, except as
otherwise provided in Section 7.3 hereof, submit a written
request to Cadence (a "Takedown Request"), which may be sent
by facsimile transmission, to sell at least 50,000 of the
Registered Shares (or in the event that Comdisco Systems
owns less than 50,000 Registered Shares, to sell all of
Comdisco Systems Systems' Registered Shares). The Takedown
Request must specify the number to which Cadence will
respond by telephone or facsimile transmission. During the
period commencing June 11, 1995 and ending June 30, 1996, no
Takedown Request will be made, and no offers or sales of any
Shares will be made under the Registration Statement, at a
time when Comdisco Systems has not sold the full amount of
Shares that it is then permitted to sell under the volume
limitations of Rule 144(e) (unless the amount of shares
which Comdisco Systems Systems intends to sell pursuant to
the Takedown Request is in excess of the full amount of
Shares that Comdisco Systems Systems is then permitted to
sell under the Rule 144(e) volume instructions). (If the
Takedown Request is actually received in a day other than a
business day, it will be deemed received on the next
business day, the date on which the Takedown Request is
received is referred to as the "Takedown Request Date;" the
time on which the Takedown Request is received as determined
to as the "Takedown Request Time".) Upon receiving a
Takedown Request from Comdisco Systems, Cadence will
promptly notify Comdisco Systems as soon as reasonably
possible (but in no event later than the same time as the
Takedown Request Time on the next business day following the
Takedown Request Date) whether (i) Cadence believes that
prospectus contained in the Registration Statement, as then
amended or supplemented is available for immediate use or
(ii) Cadence believes that it is necessary or appropriate to
file a supplement or file a post-effective amendment to the
Registration Statement or the Prospectus or any document
incorporated therein by reference or file any other report
or document so that, as thereafter delivered to the
purchasers of the Registered Shares, the prospectus will not
contain an untrue statement of a material fact or omit to
state any material fact necessary to make the statements
therein not misleading (a "Prospectus Update"). If Cadence
notifies Comdisco Systems that it believes it may be
necessary or appropriate to effectuate a Prospectus Update
and that Cadence is not exercising any right it may have
under Section 7.3 to postpone the Prospectus Update, Cadence
will thereupon use all reasonable efforts to effectuate such
Prospectus Update as soon as reasonably possible, and not
later than three business days after the Takedown Request is
received, except that Cadence will have up to an additional
two days business days to effectuate such Prospectus Update
if, because of the particular circumstances involved,
Cadence could not effectuate the Prospectus Update earlier,
despite all reasonable diligence. As soon as the Prospectus
Update has been effectuated, Cadence will notify Comdisco
Systems that the prospectus is available for use. Comdisco
Systems will have 15 business days after the date on which
Cadence's notice of availability is received in which to
sell Registered Shares pursuant to the Takedown Request as
provided herein.
(d) If at the time the Registration is to be
filed Cadence is not eligible to use Form S-3 or a successor
form, then Cadence will immediately so notify Comdisco
Systems. In such event, Comdisco Systems may elect either:
(i) to proceed with registration, in which event,
notwithstanding any other provision hereof, Cadence will
file a Registration Statement on Form S-1 (or such other
form as may be available) as and when provided above in this
Section 7.1 but Cadence may cause the Registration Statement
to cease to be effective 90 days after the effective date
thereof; or (ii) to enter into an agreement with Cadence, on
such terms as may be acceptable to Comdisco Systems and
Cadence, whereby Comdisco Systems will be able to sell all
or a portion of the Shares.
(e) Comdisco will make any Takedown Request
only if in good faith it actually intends to sell within
such 15-day period the Registered Shares covered thereby and
with the understanding that Takedown Requests are to be made
only on the occasions the sale of Registered Shares is
actually contemplated and not on a continual basis.
Comdisco Systems will notify Cadence by facsimile
transmission as soon as Comdisco Systems has completed or
otherwise ceased sales under the Takedown Request. Comdisco
Systems will provide to Cadence all information in Comdisco
Systems' possession or control, and will take all actions,
as may be required in order to permit Cadence to comply with
all applicable requirements of the Securities Act and any
applicable state securities laws.
7.2 Registration of Registered Shares. As to the
Registration Statement pursuant to Section 7.1 and any
registration statement in which Shares are registered
pursuant to Section 7.4:
(a) Cadence will use all reasonable efforts
to have such registration statement declared effective as
soon as practicable, and will promptly notify Comdisco
Systems, (i) when such registration statement becomes
effective, (ii) when any post-effective amendment to such
registration statement becomes effective, and (iii) of any
request by the SEC for any amendment or supplement to such
registration statement or the prospectus relating thereto or
for additional information.
(b) Cadence will use its best efforts to
register (or determine the availability of an exemption from
any registration requirement), not later than the effective
date of such registration statement, the Shares covered
thereby under the securities laws of such states as Comdisco
Systems may reasonably request; provided, however, that
Cadence will not be obligated to qualify as a foreign
corporation or as a dealer in securities or to execute or
file any general consent to service of process under the
laws of any jurisdiction where it is not otherwise so
obligated.
(c) Cadence will furnish to Comdisco Systems
such number of copies of such registration statement, each
amendment thereto, the prospectus included in such
registration statement and each amendment thereto, each
amendment or supplement to any prospectus and all other
documents which Comdisco Systems may reasonably request in
order to facilitate the disposition of the Shares
registered.
(d) Subject to Sections 7.1(c) and 7.3,
Cadence will use all reasonable efforts to keep such
registration statement effective and current and from time
to time to amend or supplement such registration statement
or the prospectus relating thereto to the extent necessary
to permit the completion of the sale or distribution of the
Shares registered thereunder (i) within the period specified
in Section 7.1, in the case of a registration under Section
7.1, or (ii) for the period in which shares of Cadence
Common Stock are sold by Cadence thereunder, in the case of
a registration pursuant to Section 7.4. If the SEC or any
state securities authorities should institute or threaten to
institute any proceedings for the purpose of issuing a stop
order or other suspension of the effectiveness of such
registration statement or the registration (or exemption
from registration) of the Shares in question in such state,
as the case may be, Cadence will promptly notify Comdisco
Systems and will use all reasonable efforts to prevent the
issuance of the stop order or other suspension or to obtain
the withdrawal thereof as soon as possible.
(e) In the event that, during any period in
which Registered Shares are being offered or sold pursuant
to Section 7.1(c) above (or during any required prospectus
delivery period, in the case of a registration pursuant to
Section 7.4), Cadence believes the last prospectus filed
pursuant to Rule 424 in connection with such registration
statement may contain misleading statements or material
omissions, it will notify Comdisco Systems in writing, and
Comdisco Systems hereby agrees to cease utilizing the
prospectus for the sale of any Shares, and Cadence agrees,
as soon thereafter as may be practicable (subject to Section
7.3 below), to effectuate a Prospectus Update so as to meet
the requirements of the Securities Act, and to notify
Comdisco Systems of that action.
7.3 Postponement of Takedown Request or of Filing
Registration Statement or Prospectus Update. To reduce the
chances that Cadence would be forced to make a premature
earnings announcement, Comdisco Systems will not offer or
sell any Shares pursuant to a Takedown Request during the
period commencing with the 20th day before the end of any
fiscal quarter of Cadence and ending with the earlier of the
20th day of the following month or the second trading day
following the public announcement of Cadence's earnings for
the fiscal quarter in which the period commenced. Cadence
will be entitled to postpone, for the minimum period
provided below, the filing of the Registration Statement or
any Prospectus Update otherwise required to be prepared and
filed by it pursuant hereto if, at the time it receives a
Registration Request or Takedown Request, as the case may
be, Cadence determines in its reasonable judgment, after
consultation with counsel, that (a) Cadence would be
required to prepare and file any financial statements (other
than those it customarily prepares or before it customarily
files such financial statements), (b) in the case of a
Prospectus Update, Cadence would be required to file an
amendment to the Registration Statement to describe facts or
events which individually or together represent a
fundamental change in the information in the Registration
Statement within the meaning of Item 512 of Regulation S-K
promulgated under the Securities Act, or (c) the filing
would require the premature announcement of any financing,
acquisition, corporate reorganization or other material
corporate transaction or development involving Cadence such
as Cadence reasonably determines would be materially
detrimental to the interests of Cadence and its
stockholders. The postponement will be for the minimum
period reasonably required for Cadence to prepare and file
the necessary documents, in the case of a postponement
pursuant to (a) or (b) above, or the minimum period
reasonably required to avoid such or premature disclosure,
in the case of (c) above, and which period will not be in
excess of 30 days unless, because of the unusual nature of
the particular circumstances, it is necessary that the
period extend beyond 30 days (but in no event will the
postponement be for more than 60 days). Cadence will
promptly give Comdisco Systems notice of any postponement
pursuant to this Section 7.3 and Cadence will use all
reasonable efforts to minimize the length of the
postponement. At Comdisco Systems request, (Cadence will,
if Comdisco Systems requests, provide Comdisco Systems, on a
confidential basis with a detailed explanation of the basis
for the postponement, in which event Comdisco Systems will
not purchase, sell or otherwise trade in shares of Cadence
Common Stock, directly or indirectly, until two trading days
after the transaction or other matter in question is
publicly announced by Cadence or the status of the matter
changes so that a Prospectus Update or disclosure in the
Registration Statement is no longer necessary or advisable.
Cadence will also exercise all reasonable efforts to cause
the Registration Statement or any amendment to the
Registration Statement to become effective as soon as
possible after filing thereof pursuant hereto.
7.4 Piggyback Registrations.
(a) During the period from [the date of this
Agreement] to June 11, 1996 (the "Piggyback Period") Cadence
will notify Comdisco Systems in writing at least 30 days
prior to filing any registration statement under the
Securities Act for purposes of effecting a public offering
of Cadence Common Stock (including, but not limited to, any
registration statements relating to any primary or secondary
offering of Cadence Common Stock , but excluding any
Registration Statement under Section 7.1 or any registration
statement on Form S-8 or any successor form or on Form S-4
or any successor form) and will afford Comdisco Systems an
opportunity to include in such registration statement all or
any part of the Shares not previously sold by Comdisco
Systems. If Comdisco Systems desires to include in any such
registration statement all or any part of such Shares,
Comdisco Systems will, within 20 days after receipt of the
foregoing notice from Cadence, so notify Cadence in writing.
Comdisco Systems' notice will inform Cadence of the number
of Shares Comdisco Systems wishes to include in such
registration statement. If Comdisco Systems decides not to
include all of its Shares in any registration statement
thereafter filed by Cadence, Comdisco Systems will
nevertheless continue to have the right to include any
remaining Shares in any subsequent registration statement or
registration statements as may be filed by Cadence with
respect to offerings of its securities during the Piggyback
Period, all upon the terms and conditions set forth herein.
(b) If a registration statement under which
Cadence gives notice under this Section 7.4 is for an
underwritten offering, then Cadence will so advise Comdisco
Systems. In such event, Comdisco Systems' right to include
Shares in a registration pursuant to this Section 7.4 will
be conditioned upon Comdisco Systems participation in such
underwriting and the inclusion of the Shares in the
underwriting to the extent provided herein. In order to
participate in the underwriting, a Comdisco Systems will
enter into an underwriting agreement in customary form with
the managing underwriter or underwriter(s) selected for such
underwriting. Notwithstanding any other provision of this
Agreement, if the managing underwriter(s) determine(s) in
good faith that marketing factors require a limitation of
the number of shares to be underwritten, then the managing
underwriter(s) may exclude shares (including any or all of
the Shares) from the registration and the underwriting, and
the number of shares that may be included in the
registration and the underwriting will be allocated, first,
to the shares proposed to be sold thereunder by Cadence and,
second, to any shares proposed to be sold thereunder by any
holders, including Comdisco Systems, of registration rights
granted by Cadence or its predecessors on a pro rata basis
based on the number of shares of each such holder entitled
to such registration. If Comdisco Systems disapproves of
the terms of any such underwriting, it may elect to withdraw
therefrom by written notice to Cadence and the underwriter,
delivered at least ten business days prior to the effective
date of the registration statement. Any Shares excluded or
withdrawn from such underwriting will be excluded and
withdrawn from the registration.
7.5 Reports. Cadence will file all reports
required to be filed by it pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934, as amended,
and the applicable regulations thereunder, in order to
maintain compliance with the current public information
requirements of Rule 144 under the Securities Act or any
successor to such rule (to the extent required to enable
Comdisco Systems to avail itself of Rule 144) and the
reporting requirements for eligibility to use Form S-3 under
the Securities Act or any successor to such form. Cadence
shall send to Comdisco Systems or its assignee copies of all
such filings concurrently with or promptly following filing
with the SEC.
7.6 Expenses to be Paid by Cadence. The expenses
of the registration pursuant to this Article 7 will be paid
by Cadence except as provided for in Section 7.7 and in this
Section 7.6. The costs to be borne by Cadence include,
without limitation, the fees and expenses of Cadence's
counsel and its independent accountants and all other out-of-
pocket costs and expenses of Cadence incident to the
preparation and filing under the Securities Act of the
applicable registration statement and all amendments and
supplements thereto and the prospectuses contained therein.
In addition, Cadence will pay the costs incurred in
connection with registration of the Shares under applicable
state securities laws to the extent such registration is
required under Section 7.2(b).
7.7 Expenses to be Paid by Comdisco Systems.
Comdisco Systems will pay Comdisco Systems' own expenses of
distributing prospectuses and related documents, the fees
and expenses of Comdisco Systems' counsel and accountants
and all brokers commissions payable in connection with any
sale of the Shares, and, with respect to registrations under
Section 7.4, all underwriters' and brokers' discounts and
commissions payable in connection with any sale of the
Shares.
7.8 Securities Law Compliance. Comdisco Systems
agrees that, in disposing of any Shares, Comdisco Systems
will comply with all applicable securities laws and
regulations, including the rules promulgated under the
Securities Act or Securities Exchange Act of 1934, as
amended (the "Rules"). Comdisco Systems agrees to deliver
the current prospectus contained in any applicable
registration statement and any appropriate Prospectus Update
as required by the Securities Act and the regulations
thereunder and any applicable state securities laws.
7.9 Resale Restrictions. Comdisco Systems
acknowledges that the Shares will constitute "restricted
securities" under Rule 144, inasmuch as they are being
acquired from Cadence in transactions not involving any
public offering, and that under applicable laws and
regulations the Shares may be resold without registration
under the Securities Act only in certain limited
circumstances. Accordingly, Comdisco Systems will not make
any disposition of all or any portion of the Shares unless:
(a) (i) There is then in effect a
registration statement under the Securities Act covering the
proposed disposition, the disposition is made in accordance
with the registration statement and the Securities Act and
Comdisco Systems or its representative(s) meets the
prospectus delivery requirements of the Securities Act; or
the disposition is exempt from the registration requirements
of the Securities Act; and (ii) the disposition is
registered under any state securities laws, or is exempt
from the registration requirements of such laws, and is
otherwise in compliance with any applicable state securities
laws; and
(b) As long as the certificates representing
the Shares are legended in accordance with Section 1.3
above, Comdisco Systems will have first notified Cadence of
the proposed disposition and furnished Cadence with a
statement of the proposed manner of disposition and, should
Cadence so request, an opinion of counsel, reasonably
satisfactory to Cadence, that the disposition will not
require registration of the securities under the Securities
Act and any applicable state securities laws.
7.10 Indemnification.
(a) Cadence will indemnify and hold harmless
Comdisco Systems, each underwriter participating in the sale
of any Shares under any registration pursuant to Section 7.4
and each person who controls any of the foregoing within the
meaning of Section 15 of the Securities Act (together with
Comdisco Systems, the "Comdisco Systems Parties"), against
any losses, claims, damages or liabilities, or actions in
respect thereof (including any legal expenses or other
expenses reasonably incurred by such person or entity in
connection with investigating or defending any such loss,
claim, damage, liability or action), to which any Comdisco
Systems Parties may become subject under the Securities Act
or any other statute or common law or otherwise, insofar as
any such losses, claims, damages, liabilities or actions
will arise out of or will be based upon (i) any untrue
statement or alleged untrue statement of a material fact
contained in any registration statement pursuant to Section
7.1 or 7.4 relating to the sale of any shares, or the
omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein not misleading, or (ii) any untrue
statement or alleged untrue statement of a material fact
contained in any preliminary prospectus contained in the
registration statement (as amended or supplemented if
Cadence will have filed with the SEC any amendment thereof
or supplement thereto), if used prior to the effective date
of such registration statement or contained in the
prospectus (as amended or supplemented if Cadence will have
filed with the SEC any amendment thereof or supplement
thereto), if used within the period during which Cadence
will be required to keep the registration statement to which
such prospectus relates current pursuant to the terms of
this Agreement, or the omission or alleged omission to state
therein (if so used) a material fact necessary in order to
make the statements therein, in light of the circumstances
under which they were made, not misleading; provided,
however, that the indemnification agreement contained in
this Section 7.10(a) will not apply to such losses, claims,
damages, liabilities or actions that arise from the sale of
any such shares to any person if such losses, claims,
damages, liabilities or actions arise out of or are based
upon any such untrue statement or alleged untrue statement,
or any such omission or alleged omission, if such statement
or omission shall have been (x) made in reliance upon and in
conformity with information furnished in writing to Cadence
by Comdisco Systems, or by any such underwriter, as
applicable, specifically for use in connection with the
preparation of the registration statement or any preliminary
prospectus or prospectus contained in the registration
statement or any such amendment thereof or supplement
thereto, or (y) made in any preliminary prospectus, where
the prospectus contained in the registration statement as
declared effective or in the form filed by Cadence with the
SEC pursuant to Rule 424 under the Securities Act shall have
corrected such statement or omission.
(b) Comdisco Systems will indemnify and hold
harmless, and each underwriter participating in the sale of
any Shares under any registration pursuant to Section 7.4
will agree, severally to indemnify and hold harmless,
Cadence, its directors and officers (together with Cadence,
the "Cadence Parties"), against any losses, claims, damages
or liabilities, or actions in respect thereof (including any
legal expenses or other expenses reasonably incurred by such
person or entity in connection with investigating or
defending any such loss, claim, damage, liability or
action), to which any of the Cadence Parties may become
subject under the Securities Act or any other statute or
common law or otherwise, insofar as any such losses, claims,
damages, liabilities or actions will arise out of or will be
based upon any untrue statement or alleged untrue statement,
or omission or alleged omission, within the description of
Section 10(a)(i) or (ii) if such statement or omission shall
have been made in reliance upon and in conformity with
information furnished in writing to Cadence by Comdisco
Systems or any underwriter specifically for use in
connection with the preparation of the applicable
registration statement or any preliminary prospectus or
prospectus contained in such registration statement or any
amendment thereof or supplement thereto; provided, however,
that the indemnification agreement contained in this Section
7.10(b) will not apply to such losses, claims, damages,
liabilities or actions that arise from the sale of any such
shares to any person if such losses, claims, damages,
liabilities or actions arise out of or are based upon any
such untrue statement or alleged untrue statement, or any
such omission or alleged omission, if such statement or
omission shall have been made in any preliminary prospectus,
where the prospectus contained in the registration statement
as declared effective or in the form filed by Cadence with
the SEC pursuant to Rule 424 under the Securities Act shall
have corrected such statement or omission and a copy of such
prospectus will not have been sent or given to such person
at or prior to the confirmation of such sale to such person.
(c) Each party indemnified under Section
7.10(a) or Section 7.10(b) will give notice in writing to
the indemnifying party promptly after such indemnified party
has actual knowledge of any claim as to which indemnity may
be sought, and will permit the indemnifying party to assume
the defense of any such claim or any litigation resulting
therefrom; provided, that counsel for the indemnifying
party, which will conduct the defense of such claim or
litigation, shall be approved by the indemnified party
(which approval must not be unreasonably withheld); and,
provided, further, that the failure of any indemnified party
to give notice as provided herein will not relieve the
indemnifying party of its obligations under Section 10(a) or
10 (b), as the case may be, except to the extent the
Indemnifying Party is actually prejudiced thereby. The
indemnified party may participate in such defense at such
party's expense. The indemnifying party will not, in the
defense of any such claim or litigation, except with the
consent of each indemnified party, consent to entry of any
judgment or enter into any settlement which does not include
as an unconditional term thereof the giving by the claimant
or plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation, and no
indemnified party will consent to entry of any judgment or
settle such claim or litigation without the prior written
consent of the indemnifying party.
7.11 Successors and Assigns. Comdisco Systems' rights
under this Article 7 may not be assigned without the express
written consent of Cadence; provided that, if Comdisco
Systems assigns in accordance with Section 1.3 its then
outstanding rights to purchase Shares under the Warrant,
Comdisco Systems may assign to such assignee its rights
under this Article 7 with respect to such Shares.
Notwithstanding any other provisions contained herein, in
the event of any change in the Shares (through merger,
consolidation, reorganization, recapitalization, stock
dividend, stock split, exchange of shares, issuance of
rights to subscribe, or change in capital structure), all
rights of Comdisco Systems under this Article 7 in respect
of the Shares will apply to the Shares as affected by such
change. Notwithstanding any other provision contained
herein, Comdisco Systems may, with respect to any Shares
assigned by Comdisco Systems to Comdisco or any Affiliate in
accordance with Section 1.3, transfer Comdisco Systems'
rights under this Article 7, without the prior consent of
Cadence, to Comdisco or any Affiliate that executes a
counterpart of this Agreement; provided that either Comdisco
Systems, Comdisco or any Affiliate alone will be responsible
for transmitting and receiving all notices with respect to
the exercise of all rights under this Article 7 on behalf of
all such entities to whom such rights are assigned. Any
assignee hereunder will assume all Comdisco Systems'
obligations under this Section 7 with respect to the Shares
or Warrant assumed."
EXHIBIT 5.01
Opinion of Fenwick & West
May 26, 1994
Cadence Design Systems, Inc.
555 River Oaks Parkway
San Jose, California 95134
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
At your request, we have examined the Registration Statement
on Form S-3 to be filed by you with the Securities and
Exchange Commission ("SEC") on or about May 26, 1994 (the
"Registration Statement") in connection with the
registration under the Securities Act of 1933, as amended,
of up to 2,350,000 shares of your Common Stock (the
"Stock"), 1,050,000 shares (the "Comdisco Shares") of which
are issued, outstanding and held by Comdisco Systems, Inc.
("Comdisco Systems") and 1,300,000 shares (the "Warrant
Shares") of which are issuable upon the exercise of a
warrant held by Comdisco Systems (the "Comdisco Warrant").
As your counsel, we have examined the proceedings taken by
you in connection with the issuance of the Comdisco Shares
and the proposed issuance of the Warrant Shares. It is our
opinion that the Comdisco Shares are legally issued, fully
paid and nonassessable and that the Warrant Shares, when
issued and sold in accordance with the terms of the Comdisco
Warrant, will be legally issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to all references
to us in the Registration Statement, the Prospectus
constituting a part thereof and any amendments thereto which
have been approved by us.
Very truly yours,
FENWICK & WEST
EXHIBIT 23.01
Consent of Arthur Andersen & Co.
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of
our report dated January 26, 1994 included in the Annual
Report on Form 10-K of Cadence Design Systems, Inc. for the
year ended December 31, 1993 and to all references to our
firm included in this registration statement.
ARTHUR ANDERSEN & CO.
San Jose, California
May 26, 1994
EXHIBIT 23.02
Consent of Deloitte & Touche
CONSENT OF DELOITTE & TOUCHE
We consent to the incorporation by reference in this
Registration Statement of Cadence Design Systems, Inc. on
Form S-3 of our reports dated January 27, 1992 and March 28,
1994 (relating to the consolidated financial statements and
related financial statement schedules of Valid Logic Systems
Incorporated, not presented separately herein) appearing in
the Annual Report on Form 10-K of Cadence Design Systems,
Inc. for the year ended December 31, 1993 and to the
reference to us under the heading "Experts" in the
Prospectus, which is a part of this Registration Statement.
DELOITTE & TOUCHE
San Jose, California
May 26, 1994
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