As filed with the Securities and Exchange Commission on October 18, 1994
Registration No. 33-53875
________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
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 effective date of this Registration
Statement until the earlier of the sale of all shares registered
hereunder or August 31, 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 Proposed
Maximum Maximum
Title of Each Offering Aggregate
Class of Securities Amount to be Price per Offering Amount of
to be Registered Registered Share(1) Price(1) Registration Fee
- ------------------- ------------ ---------- --------- ----------------
Common Stock, $0.01 2,269,340 $14.6875 $33,330,932 $11,494(2)
par value per share
(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.
(2) The Company paid a registration fee of $11,903 in
connection with its filing of the Registration Statement on
May 27, 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
______________________________________________________________________
______________________________________________________________________
2,269,340 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 the Selling Stockholders named herein under "Selling
Stockholders." 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
August 31, 1996. It is anticipated that the Selling
Stockholders 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 the Selling Stockholders will be borne
by the Selling Stockholders. The Company's Common Stock is
traded on the New York Stock Exchange ("NYSE") under the
symbol "CDN." On October 14, 1994, the closing price of the
Company's Common Stock on the NYSE was $19.50.
Of the shares of Common Stock offered hereby, 1,850,000
shares (the "Comdisco Shares") were issued or are issuable
by the Company in connection with its acquisition from
Comdisco Systems, Inc. ("Comdisco Systems") of certain
assets and liabilities (the "Comdisco Systems Business"),
with the remaining 419,340 shares (the "Redwood Shares")
having been issued by the Company in connection with its
acquisition of Redwood Design Automation, Inc. ("Redwood").
____________________
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 ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Price to Underwriting Proceeds to
Public Discounts Proceeds to Selling
and Commissions Company(2) Stockholders
---------------------------------------------------------------------------
Per Share see text above none none see text above
Total see text above none none see text above
(1) The Selling Stockholders and any broker executing
selling orders on behalf of the Selling Stockholders 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 $64,000.
____________________________________________________________
____________________________________________________________
The date of this Prospectus is October 18, 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 Reports on Form 10-Q for the quarters ended March
31, 1994 and June 30, 1994, the portions of the Company's
proxy statement for the annual meeting held on May 17, 1994
that were incorporated by reference into the Company's Form
10-K for the year ended December 31, 1993 and the Form 8-A
filed on August 29, 1990, as amended on 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) 943-1234.
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.
<PAGE>
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
cycles of the Company's customers. Due in part to
restructuring charges incurred by the Company, the Company
experienced net losses in 1990, 1991 and 1993 of $9,348,000,
$22,403,000 and $12,779,000, respectively.
Growth through Acquisitions. Since May 1988, the
Company has participated in seven major mergers and
acquisitions. These transactions have been motivated by a
number of factors, including the desire to obtain new
technologies, the desire to expand and enhance the Company's
product lines and the desire to attract key personnel.
Growth through acquisition has several identifiable risks,
including risks related to integration of the previously
distinct businesses into a single unit, the substantial
management time devoted to such activities, undisclosed
liabilities, the failure of anticipated cost savings,
synergies and other benefits to materialize and product
transition issues. Such risks contributed to the Company's
losses during 1990, 1991 and 1993.
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. The Company carries key man life insurance in
the amount of $5 million with respect to its President and
Chief Executive Officer, Joseph B. Costello.
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. The
Company's EDA software tools currently have an estimated
life cycle of between two and seven years. 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.
The Company discounts EDA product prices, for example,
where deemed necessary for competitive reasons or in
connection with volume purchase agreements with major
customers. In the past, discounts of up to 60% of the list
prices of the EDA products have been given. Although the
Company is striving to reduce discounts, it anticipates that
it may be required to discount EDA product prices under
similar circumstances in the future.
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 for the years ended December
31, 1991, 1992 and 1993, 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.
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information
known to the Company with respect to beneficial ownership of
the Company's Common Stock as of October 12, 1994 by each
Selling Stockholder named below. All of the Selling
Stockholders except for Comdisco Systems (the "Redwood
Selling Stockholders") acquired the shares of Common Stock
offered hereby in connection with the Company's acquisition
of Redwood, in which the Redwood Selling Stockholders
exchanged their Redwood securities for Common Stock of the
Company. Comdisco Systems acquired the Comdisco Shares in
connection with the Company's acquisition of 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 each Selling Stockholder sells
all shares held by it in this offering. Except as described
above or noted in the footnotes to the following table, no
Selling Stockholder has had any material position, office or
other relationship with the Company within the past three
years. 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 Owned Prior
to Offering to Offering
--------------------- -----------------
Shares Being
Name Number(1) Percent Offered Number Percent
- --------------------- ----------- ------- ---------- ----- -------
Comdisco Systems, Inc. 1,850,000(2) 4.7% 1,850,000 -- --
Allan E. Alcorn 1,989 * 1,989 -- --
John G. Balletto 6,166 * 6,166 -- --
James V. Barnett II 497 * 497 -- --
Bonnie Barnett 497 * 497 -- --
Marshall G. Cox 1,193 * 1,193 -- --
James Downey 994 * 994 -- --
Jean-Luc Grand-Clement 596 * 596 -- --
Henri Jarrat 1,193 * 1,193 -- --
Mayfield Associates 2,984 * 2,984 -- --
Mayfield VI 71,616 * 71,616 -- --
John A. McLaren 1,591 * 1,591 -- --
Merrill, Pickard,
Anderson & Eyre 74,083 * 74,083 -- --
Mohr, Davidow Ventures II 74,600 * 74,600 -- --
MPAE V Affiliates Fund, L.P. 1,511 * 1,511 -- --
Nippon Enterprises Development
Corp. 11,936 * 11,936 -- --
Renascent, Inc. 795 * 795 -- --
Saratoga Boys' Club 50 1,989 * 1,989 -- --
Second Ventures, L.P. 2,387 * 2,387 -- --
Sequoia Capital V 67,140 * 67,140 -- --
Sequoia Technology
Partners V 4,476 * 4,476 -- --
Sequoia XXI 2,984 * 2,984 -- --
Marshall Smith 198 * 198 -- --
Larry W. Sonsini 99 * 99 -- --
Stanford University(3) 2,984 * 2,984 -- --
Richard D. Stubblefield, Jr. 397 * 397 -- --
U.S. Venture Partners
III(4) 76,391 * 76,391 -- --
U.S.V. Entrepreneur
Partners(4) 795 * 795 -- --
Robert M. Walker III 1,591 * 1,591 -- --
Gunnar A. Wetlesen 1,989 * 1,989 -- --
L. Curtis Widdoes, Jr. 1,989 * 1,989 -- --
WS Investment Company 90B 895 * 895 -- --
Tak Yamamoto 795 * 795 -- --
______________________
* Less than 1%.
(1) Approximately 15% of the shares of the Company's Common
Stock beneficially owned by each Redwood Selling Stockholder
are held in escrow to be available to compensate the Company
for any claim, loss, expense, liability or other damage
realized by the Company by reason of the breach by Redwood
of any representation, warranty, covenant or agreement of
Redwood contained in the Agreement of Merger and Plan of
Reorganization dated as of July 8, 1994 to which the Company
and Redwood are parties (the "Reorganization Agreement").
Subject to the resolution of unsatisfied claims of the
Company, the escrow fund will terminate on August 31, 1995.
(2) Includes a warrant to purchase up to 1,300,000 shares
of Common Stock which is immediately exercisable at $14.50
per share, subject to certain restrictions.
(3) Dr. John B. Shoven, a director of the Company, has
served as Dean of Humanities and Sciences at Stanford
University since September 1993 and served as Professor of
Economics at Stanford University from 1979 to August 1993.
He has also served as Director for the Center for Economic
Policy Research at Stanford University since 1988.
(4) Mr. Lucio Lanza, a consultant to the Company, is a
venture partner of U.S. Venture Partners III.
<PAGE>
PLAN OF DISTRIBUTION
Comdisco Systems
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 "Comdisco 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 Comdisco Agreement. In the Comdisco Agreement,
Comdisco Systems agreed to sell any of the Comdisco 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 Comdisco
Shares or that Comdisco Systems will not sell such Comdisco
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 by it hereby. The
Company does not know the identity of the brokers or market
makers which will participate in the offering.
Pursuant to the Comdisco Agreement, Comdisco Systems
may not sell the Comdisco Shares pursuant to this prospectus
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 held by Comdisco
Systems and 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 Comdisco 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 Comdisco 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 Comdisco 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 Comdisco Shares to be sold is in excess of the
number of shares Comdisco Systems is then permitted to sell
under Rule 144(e). Under the Comdisco Agreement, Comdisco
Systems is entitled to sell the Comdisco Shares pursuant to
this prospectus during the period beginning on the effective
date of the Registration Statement of which this prospectus
is a part and ending on June 30, 1996.
Redwood
In connection with the Company's acquisition of
Redwood, the Company and Redwood entered into the
Reorganization Agreement, which provides that the shares of
the Company's Common Stock issued in connection with the
Company's acquisition of Redwood may not be sold during the
first year after such acquisition. In addition, the
Company, Redwood and the Redwood Selling Stockholders
entered into a Registration Rights Agreement in connection
with the Redwood Merger (the "Redwood Registration
Agreement") which contemplates the registration of the
Redwood Shares for sale by the Redwood Selling Stockholders
during the period beginning August 31, 1995 and ending
August 31, 1996. The Registration Statement of which this
prospectus forms a part has been filed pursuant to the
Redwood Registration Agreement. In the Redwood Registration
Agreement, the Redwood Selling Stockholders 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 (described above) or otherwise in customary brokerage
transactions on the NYSE or other public market on which the
Company's shares of Common Stock are traded. No assurance
can be given that the Redwood Selling Stockholders will sell
any of the shares that are subject to this prospectus or
that the Redwood Selling Stockholders will not sell such
shares in a private transaction or other transaction that is
exempt from the registration requirements of the Securities
Act.
To the best of the Company's knowledge, the Redwood
Selling Stockholders have not entered into any agreement,
arrangement or understanding with any particular broker or
market maker with respect to the shares offered by them
hereby. The Company does not know the identity of the
brokers or market makers which will participate in the
Offering.
Beginning August 31, 1995, the Redwood Selling
Stockholders will be permitted to sell their Redwood Shares
pursuant to this prospectus during any of four 20-day
selling windows that will be designated by Irwin Federman as
representative of the Redwood Selling Stockholders or his
successor representative (the "Representative"). One 20-day
selling window is permitted each quarter from August 31,
1995 until the earlier of August 31, 1996 or the date on
which all Redwood Shares have been sold or may be sold under
Rule 144. It is contemplated that the Redwood Selling
Stockholders will be notified by the Representative prior to
the beginning of each selling window, and such Redwood
Selling Stockholders will be requested to indicate how many
of their Redwood Shares they reasonably expect to sell
during that window. The Representative will then notify the
Company as to when the Representative wishes the selling
window to commence (which must be at least five business
days after such notice) and the number of Redwood Shares
reasonably expected to be sold during the selling window.
Subject to limited rights to defer the commencement of the
selling window and rights to repurchase the Redwood Shares
as described below, the Company must acknowledge the
Representative's notice by confirming that the Redwood
Selling Stockholders may sell their Redwood Shares during
the selling window. In such case, the Company must then
promptly prepare and file with the Commission any necessary
supplement or amendment to the prospectus prior to its use
and must notify the Representative when the prospectus is
available for use. The Company will be permitted to defer
the commencement of the selling window for certain periods
of time and under certain circumstances. Within five
business days after receipt of the Representative's notice
and prior to the commencement of the selling window, the
Company will have the right to repurchase the Redwood Shares
covered by the notice at a repurchase price equal to the
average closing price of the Company's Common Stock during
the five business days preceding the notice. If this right
is not exercised, then, once the selling window commences,
the Redwood Selling Stockholders will be entitled to sell
over the NYSE (or any other public market in which the
Company's Common Stock is then traded), in customary
brokerage transactions, any or all their Redwood Shares that
were included in the notice.
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 LLP, 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 LLP
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 LLP,
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 LLP, insofar as it relates to
amounts included for Valid Logic Systems Incorporated, is
based solely upon the reports of Deloitte & Touche LLP.
<PAGE>
CADENCE DESIGN SYSTEMS, INC.
2,269,340 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 30,000
Legal fees and expenses 20,000
Miscellaneous 2,097
Total $ 64,000
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.
4.05 -- Registration Rights Agreement among the
Registrant, Redwood Design Automation, Inc. and the
shareholders of Redwood Design Automation, Inc.
5.01 -- Opinion of Fenwick & West regarding the legality of the securities
being issued.
23.01 -- Consent of Arthur Andersen LLP.
23.02 -- Consent of Deloitte & Touche LLP.
23.03 -- Consent of Fenwick & West (included in Exhibit 5.01).
+24.01 -- Power of Attorney.
______________
+ Previously filed.
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.
<PAGE>
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 Amendment No. 1 to the
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 18th day of October, 1994.
CADENCE DESIGN SYSTEMS, INC.
By: *
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:
* President, Chief Executive October 18, 1994
Joseph B. Costello Officer and Director
Principal Financial Officer:
* Executive Vice President Finance October 18, 1994
H. Raymond Bingham and Administration, Chief
Financial Officer and Secretary
Principal Accounting Officer:
* Vice President, Corporate Controller October 18, 1994
William Porter and Assistant Secretary
Additional Directors:
* Director October 18, 1994
Carol Bartz
* Director October 18, 1994
Raymond J. Lane
* Director October 18, 1994
Dr. Leonard Y.W. Liu
* Director October 18, 1994
Donald L. Lucas
* Director October 18, 1994
Dr. Alberto Sangiovanni-Vincentelli
* Director October 18, 1994
George M. Scalise
* Director October 18, 1994
Dr. John B. Shoven
* Director October 18, 1994
James E. Solomon
*By:/s/James Given
James Given
Attorney-in-Fact
<PAGE>
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.
4.05 -- Registration Rights Agreement among the Registrant, Redwood
Design Automation, Inc. and the shareholders of Redwood
Design Automation, Inc.
5.01 -- Opinion of Fenwick & West regarding the legality of the
securities being issued.
23.01 -- Consent of Arthur Andersen LLP.
23.02 --
Consent of Deloitte & Touche LLP.
23.03 -- Consent of Fenwick & West (included in Exhibit 5.01).
+24.01 -- Power of Attorney.
___________________
+ Previously filed.
<PAGE>
EXHIBIT 4.04
Section 7 of the
Agreement For Purchase and Sale of Assets
between the Registrant, Comdisco, Inc. and
Comdisco Systems, Inc.
<PAGE>
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 intends to sell pursuant to the
Takedown Request is in excess of the full amount of Shares
that Comdisco 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."
<PAGE>
EXHIBIT 4.05
Registration Rights Agreement among the Registrant,
Redwood Design Automation, Inc.
and the shareholders of Redwood Design Automation, Inc.
<PAGE>
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is
made and entered into as of August 31, 1994 by and between
Cadence Design Systems, Inc., a Delaware corporation (the
"Company"), Redwood Design Automation, Inc. ("Redwood"), a
California corporation, and the individuals and entities
identified in Annex A as the shareholders of Redwood (the
"Holders") who will receive shares of the Company (the
"Merger Shares") in the Merger, as defined below, and their
successors and assigns.
WHEREAS, Redwood will be the surviving company of the
reverse triangular statutory merger (the "Merger") of a
wholly-owned subsidiary of the Company with and into
Redwood, as a result of which the Company will become 100%
owner of Redwood's outstanding equity securities and rights
to acquire equity securities, pursuant to the Agreement of
Merger and Plan of Reorganization dated July 8, 1994 (the
"Reorganization Agreement") and the Agreement of Merger to
be filed with the California Secretary of State in
accordance therewith;
WHEREAS, it is a condition of the Merger that Cadence
enter into this Agreement with the Holders with respect to
the shares of Cadence Common Stock to be issued to the
Holders in the Merger;
NOW, THEREFORE, in consideration of the mutual
covenants set forth herein, the parties hereto agree as
follows:
1. Definitions. Capitalized terms used herein
without definition shall have their respective meanings set
forth in the Reorganization Agreement. As used in this
Agreement, the following terms shall have the following
meanings:
Act: Securities Act of 1933, as amended.
Affiliate: With respect to any specified person,
(i) any other person directly or indirectly controlling or
controlled by, or under direct or indirect common control
with, such specified person or (ii) any officer or director
of such other person. For purposes of this definition, the
term "control" (including the terms "controlling,"
"controlled by" and "under common control with") of a person
means the possession, direct or indirect, of the power
(whether or not exercised) to direct or cause the direction
of the management and policies of a person, whether through
the ownership of voting securities, by contract or
otherwise.
Business Day: Each Monday, Tuesday, Wednesday,
Thursday and Friday that is not a day on which banking
institutions in New York are authorized or obligated by law
or executive order to close.
Closing Date: The closing date of the Merger.
Effectiveness Period: See Section 2(a) hereof.
Exchange Act: Securities Exchange Act of 1934, as
amended.
Holder: Any holder of Registrable Securities who
executes and delivers this Agreement. See the first
paragraph hereof.
Losses: See Section 5(a) hereof.
Merger: See the second paragraph hereof.
Merger Shares: See the first paragraph hereof.
Notice: See Section 2(d) hereof.
Prospectus: The prospectus included in any
Registration Statement (including, without limitation, a
prospectus that discloses information previously omitted
from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the
Act), as amended or supplemented by any prospectus
supplement (including, without limitation, any prospectus
supplement with respect to the terms of the offering of any
portion of the Registrable Securities covered by such
Registration Statement), and all other amendments and
supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or
deemed to be incorporated by reference in such Prospectus.
The terms "register", "registered" and
"registration" refer to a registration effected by preparing
and filing a registration statement in compliance with the
Act (and any post-effective amendments filed or required to
be filed), and the declaration or ordering of the
effectiveness of such registration statement.
Registrable Securities: The Merger Shares and any
Common Stock of the Company issued or issuable in respect of
the Merger Shares upon any stock split, stock dividend,
recapitalization, or similar event; provided, however, that
Registrable Securities shall not include any shares of
Common Stock which have previously been sold or hereafter
are registered and sold to the public or any shares sold to
the public pursuant to Rule 144.
Registration Expenses: See Section 4 hereof.
Registration Statement: Any Shelf Registration
Statement that covers any of the Registrable Securities
pursuant to the provisions of this Agreement.
Reorganization Agreement: See the second paragraph hereof.
Representative: See Section 7 hereof.
Rule 144: Rule 144 under the Act, as such Rule
may be amended from time to time, or any successor rule or
regulation hereafter adopted by the SEC.
Rule 144A: Rule 144A under the Act, as such Rule
may be amended from time to time, or any successor rule or
regulation hereafter adopted by the SEC.
SEC: The Securities and Exchange Commission or
any other federal agency at the time administering the Act.
Selling Window: See Section 2(d) hereof.
Shelf Registration: See Section 2(a) hereof.
Shelf Registration Statement: A shelf
registration statement of the Company pursuant to the
provisions of Section 2 hereof which covers some or all of
the Registrable Securities, on an appropriate form under
Rule 415 under the Act, or any similar rule that may be
adopted by the SEC, all amendments and supplements to such
registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference
therein.
Special Counsel: Legal counsel selected by the
Representative to represent the Holders in the Shelf
Registration.
Subsidiaries: The Company's "significant
subsidiaries" as determined by Rule 1-02 of Regulation S-X.
2. Shelf Registration.
(a) Shelf Registration. The Company shall
prepare and file with the SEC and use its best efforts to
have declared effective no later than three hundred sixty
five (365) days following the Closing Date a Shelf
Registration Statement covering the resale by the Holders of
all of the Registrable Securities in accordance with the
manner of sale provisions set forth in Rule 144(f) under the
Act or otherwise in customary brokerage transactions on the
New York Stock Exchange or other public market on which the
Company's shares of Common Stock are traded (the "Shelf
Registration"). The Shelf Registration shall be on Form S-3
or another appropriate form permitting registration under
the Act of such Registrable Securities for resale by such
Holders in such manner. The Company shall use its best
efforts to keep the Shelf Registration continuously
effective under the Act until the date that is two years
after the Closing Date or such shorter period ending when
all Registrable Securities covered by the Shelf Registration
have been sold or shall have ceased to be Registrable
Securities (the "Effectiveness Period"). The Company shall
be deemed not to have used its best efforts to keep the
Registration Statement effective during the requisite period
if it voluntarily takes any action that would result in
Holders of Registrable Securities covered thereby not being
able to offer and sell such Registrable Securities subject
to and in compliance with Section 2(d) hereof during that
period, unless (i) such action is required by applicable
law, or (ii) such action is taken by the Company in good
faith and for valid business reasons (not including
avoidance of the Company's obligations hereunder), including
the acquisition or divestiture of assets, so long as the
Company promptly thereafter complies with the requirements
of Section 3(j) hereof, if applicable.
(b) If the Shelf Registration ceases to be
effective for any reason at any time during the
Effectiveness Period, the Company shall use its best efforts
to obtain the prompt withdrawal of any order suspending the
effectiveness thereof, and in any event shall within 45 days
of such cessation of effectiveness amend the Shelf
Registration Statement in a manner reasonably expected to
obtain the withdrawal of the order suspending the
effectiveness thereof, or file an additional Shelf
Registration Statement covering all of the Registrable
Securities (a "Subsequent Shelf Registration Statement"). If
a Subsequent Shelf Registration Statement is filed, the
Company shall use its best efforts to cause the Subsequent
Shelf Registration Statement to be declared effective as
soon as practicable after such filing and to keep such
Subsequent Shelf Registration Statement continuously
effective until the end of the Effectiveness Period.
(c) The Company shall supplement and amend each
Shelf Registration Statement if required by the rules,
regulations or instructions applicable to the registration
form used by the Company for such Shelf Registration
Statement, if required by the Act, or if reasonably
requested by the Representative on behalf of the Holders of
the Registrable Securities covered by such Registration
Statement.
(d) Each Holder of Registrable Securities agrees
that such Holder will sell its Registrable Securities
pursuant to a Shelf Registration Statement and related
Prospectus only in accordance with this Section 2(d). All
of such sales made during the Effectiveness Period will be
made during a 20-day window (the "Selling Window") selected
by the Representative. The Holders shall have one Selling
Window each quarter during the Effectiveness Period, for a
total of four Selling Windows. At least five business days
prior to the beginning of the Selling Window, the
Representative shall notify the Company of the requested
commencement date of the Selling Window (the "Notice") and
of the number of shares of Registrable Securities which the
Holders propose to sell during the Selling Window, which
number will not be in excess of the number of shares such
Holders reasonably expect to sell during such Selling Window
(the "Noticed Shares") and will give simultaneous Notice to
the Holders. Subject to the Company's rights set forth in
subsections (ii) and (iii) below, the Holders may sell
during any Selling Window any or all of the Noticed Shares
for that Selling Window. As soon as practicable after the
date such Notice is provided, the Company shall do one of
the following:
(i) The Company shall acknowledge the Notice
by confirming to the Representative that the Holders may
sell Registrable Securities during the Selling Window
designated in the Notice. The Company shall then promptly
(A) prepare and file with the SEC any necessary post
effective amendment to the Shelf Registration Statement or a
supplement to the related Prospectus or a supplement or
amendment to any document incorporated therein by reference
or file any other required document so that such
Registration Statement will not contain an untrue statement
of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements
therein not misleading, and so that, as thereafter delivered
to purchasers of the Registrable Securities being sold
thereunder, such Prospectus will not contain an untrue
statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under
which they were made, not misleading; (B) provide the
Representative with copies of any documents filed pursuant
to Section 2(d)(i)(A); and (C) inform the Representative
that the Company has complied with its obligations in
Section 2(d)(i)(A) (or that, if the Company has filed a post
effective amendment to the Shelf Registration Statement which
has not yet been declared effective, the Company will notify
the Representative to that effect, will use its best efforts
to secure the effectiveness of such post-effective amendment
and will immediately notify the Representative pursuant to
Section 2(d)(i)(A) hereof when the amendment has become
effective). The Selling Window will commence upon the filing
provided for in Section 2(d)(i)(A) unless: the commencement
is delayed pursuant to Section 2(d)(i)(C), the Company
tenders the purchase price for all the Noticed Shares for
that Selling Window pursuant to Section 2(d)(ii) or the
Selling Window is delayed pursuant to Section 2(d)(iii).
(ii) At any time within the five Business Days
after receipt of Notice for the commencement of a Selling
Window and prior to commencement of the Selling Window, the
Company can elect to acquire the Noticed Shares covered by
such Notice at the average closing price of the Company's
listed shares of Common Stock for the five Business Days
preceding the Notice. If the Company does not tender the
purchase price to the Representative during the specified
five-day period, the Company's repurchase right as to those
shares will lapse; provided, however, if any Holder does not
consummate the sale of such shares during the Selling Window
covered by the Notice, the Company's repurchase right shall
be reinstated prior to the next Selling Window. If the
Company does tender the purchase price to the Representative
during the specified five-day period, thereupon (A) the
Company shall purchase and the Holders shall sell the Noticed
Shares for such purchase price, (B) the Selling Window shall
not go into effect and (C) the number of Selling Windows
otherwise available to the Holders during the Effectiveness
Period shall be reduced by one.
(iii) In the event (A) of the happening of
any event of the kind described in Section 3(c)(ii),
3(c)(iii), 3(c)(iv), 3(c)(v) or 3(c)(vi) hereof or (B) that,
in the judgment of the Company's chief executive, it is
advisable to suspend use of the Prospectus for a discrete
period of time due to pending corporate developments, public
filings with the SEC or similar events, the Company shall
deliver a certificate in writing to the Representative to the
effect of the foregoing and, upon receipt of such
certificate, the proposed Selling Window will not commence
until such Representative's receipt of copies of the
supplemented or amended Prospectus provided for in Section
2(d)(i)(A) hereof, or until the Representative is advised in
writing by the Company that the Prospectus may be used, and
until the Representative has received copies of any
additional or supplemental filings that are incorporated or
deemed incorporated by reference in such Prospectus. The
Company will use its best efforts to ensure that the use of
the Prospectus may be resumed, and the Selling Window will
commence, as soon as practicable and, in the case of a
pending development, filing or event referred to in Section
2(d)(iii)(B) hereof, as soon, in the judgment of the
Company's chief executive, as disclosure of the material
information relating to such pending development, filing or
event would not have a materially adverse effect on the
Company's ability to consummate the transaction, if any, to
which such development, filing or event relates.
Notwithstanding the foregoing, the Company shall not under
any circumstances be entitled to exercise its right under
this Section 2(d)(iii) to defer the commencement of a
Selling Window more than twice during the Effectiveness
Period, and the period in which a Selling Window is
suspended shall not exceed twenty (20) days. In the event
of any such delay in a requested Selling Window, the
Representative shall notify the Company as to whether the
Holders elect to commence the Selling Window at the end of
the delay period or to defer the Selling Window until a
later date. In the event of any such deferral of a
requested Selling Window, the Representative may elect to
reschedule the Selling Window during the same or any later
quarter during the Effectiveness Period, without impairing,
in the case of a deferral to a later quarter, the right of
the Holders to have an additional Selling Window during such
later quarter.
3. Registration Procedures. In connection with the
Shelf Registration Statement, the Company shall as
expeditiously as possible:
(a) Prepare and file with the SEC a Shelf
Registration Statement on any appropriate form under the Act
available for the sale of the Registrable Securities by the
Holders thereof in accordance with the intended method of
distribution thereof provided for in Section 1 above,
subject to the provisions of Section 2(d) hereof, and use
its best efforts to cause such Registration Statement to
become effective and remain effective as provided herein;
provided, that before filing such Registration Statement or
Prospectus or any amendments or supplements thereto (other
than documents that would be incorporated or deemed to be
incorporated therein by reference and that the Company is
required by applicable securities laws or stock exchange
requirements to file) the Company shall furnish to the
Representative copies of all such documents proposed to be
filed, which documents will be subject to the review of the
Special Counsel and the Representative, and the Company
shall not file any such Registration Statement or amendment
thereto or any Prospectus or any supplement thereto (other
than such documents which, upon filing, would be
incorporated or deemed to be incorporated by reference
therein and that the Company is required by applicable
securities laws or stock exchange requirements to file) to
which the Representative shall reasonably object within two
full Business Days.
(b) Prepare and file with the Commission such
amendments and post-effective amendments to the Registration
Statement as may be necessary to keep such Registration
Statement continuously effective for the period specified in
Section 2; cause the related Prospectus to be supplemented
by any required Prospectus supplement, and as so
supplemented to be filed pursuant to Rule 424 (or any
similar provisions then in force) under the Act, subject to
the provisions of Section 2(d) hereof; and comply with the
provisions of the Act with respect to the disposition of all
securities covered by such Registration Statement during the
applicable period in accordance with the intended method of
disposition by the sellers thereof set forth in such
Registration Statement as so amended or such Prospectus as
so supplemented, subject to the provisions of Section 2(d)
hereof.
(c) Notify the Representative promptly, and (if
requested by any such person) confirm such notice in
writing, (i) when a Prospectus or any Prospectus supplement
or post-effective amendment has been filed, and, with
respect to a Registration Statement or any post-effective
amendment, when the same has become effective, (ii) of any
request by the SEC or any other federal or state
governmental authority during the period of effectiveness of
the Registration Statement for amendments or supplements to
a Registration Statement or related Prospectus or for
additional information, (iii) of the issuance by the SEC or
any other federal or state governmental authority of any
stop order suspending the effectiveness of a Registration
Statement or the initiation of any proceedings for that
purpose, (iv) of the receipt by the Company of any
notification with respect to the suspension of the
qualification or exemption from qualification of any of the
Registrable Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such
purpose, (v) of the happening of any event which makes any
statement made in such Registration Statement or related
Prospectus or any document incorporated or deemed to be
incorporated therein by reference untrue in any material
respect or which requires the making of any changes in the
Registration Statement or Prospectus so that, in the case of
the Registration Statement, it will not contain any untrue
statement of a material fact required to be stated therein
or necessary to make the statements therein not misleading,
and that in the case of the Prospectus, it will not contain
any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to
make the statements therein, in the light of the
circumstances under which they were made, not misleading,
and (vi) of the Company's reasonable determination that a
post-effective amendment to a Registration Statement would
be appropriate; except that notice of an event or
determination referred to in (v) or (vi) above need be made
only if the Representative has delivered the Notice referred
to in Section 2(d) and the Company is required to cause a
Selling Window to go into effect pursuant to such Notice as
provided in Section 2(d)(i) (unless the Selling Window is
not required to go into effect pursuant to Section 2(d)(ii)
or (iii)) or if a Selling Window is then in effect.
(d) Use its best efforts to obtain the withdrawal
of any order suspending the effectiveness of a Registration
Statement, or the lifting of any suspension of the
qualification (or exemption from qualification, where
another exemption is not available) of any of the
Registrable Securities for sale in any jurisdiction, at the
earliest possible moment, subject to the limitations set
forth in Sections 3(h) and 3(m) hereof.
(e) If reasonably requested by the Representative
(i) promptly incorporate in a Prospectus supplement or post-
effective amendment such information as the Representative
agrees should be included therein as required by applicable
law, (ii) make all required filings of such Prospectus
supplement or such post-effective amendment as soon as
practicable after the Company has received notification of
the matters to be incorporated in such Prospectus supplement
or post-effective amendment, and (iii) supplement or make
amendments to any Registration Statement consistent with
clause (i) or (ii) above; provided, that the Company shall
not be required to take any actions under this Section 4(e)
that are, in the reasonable opinion of counsel for the
Company, not in compliance with applicable law.
(f) Furnish to each selling Holder of Registrable
Securities, the Special Counsel and the Representative,
without charge, at least one copy of the Registration
Statement or Statements and any post-effective amendment
thereto, including financial statements but excluding
schedules, all documents incorporated or deemed to be
incorporated therein by reference and all exhibits (unless
requested in writing by such Holder, Special Counsel or the
Representative).
(g) Deliver to each selling Holder of Registrable
Securities, the Special Counsel and the Representative
without charge, as many copies of the Prospectus or
Prospectuses relating to such Registrable Securities
(including each preliminary prospectus) and any amendment or
supplement thereto as such persons may reasonably request;
and the Company hereby consents to the use of such
Prospectus or each amendment or supplement thereto by each
of the selling Holders of Registrable Securities in
connection with the offering and sale of the Registrable
Securities covered by such Prospectus or any amendment or
supplement thereto pursuant to this Agreement.
(h) Prior to any public offering of Registrable
Securities, register or qualify or cooperate with the
Representative in connection with the registration or
qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and
sale under the securities or Blue Sky laws of such
jurisdictions within the United States as the Representative
may reasonably request in writing; keep each such
registration or qualification (or exemption therefrom, where
another exemption is not available) effective during the
period such Registration Statement is required hereunder and
under the Act to be kept effective and do any and all other
acts or things reasonably necessary or advisable to enable
the disposition in such jurisdictions of the Registrable
Securities covered by the applicable Registration Statement;
provided, that the Company will not be required to (i)
qualify generally to do business in any jurisdiction where
it is not then so qualified or (ii) take any action that
would subject it to general service of process in suits or
to taxation in any such jurisdiction where it is not then so
subject.
(i) Cause the Registrable Securities covered by
the applicable Registration Statement to be registered with
or approved by such other governmental agencies or
authorities within the United States, except as may be
required solely as a consequence of the nature of such
selling Holder, in which case the Company will cooperate in
all reasonable respects with the filing of such Registration
Statement and the granting of such approvals, as may be
necessary to enable the selling Holder or Holders thereof to
consummate the disposition of such Registrable Securities.
(j) During a Selling Window, immediately upon the
occurrence of any event provided for in Section 3(c)(v) or
3(c)(vi) above, prepare a supplement or post-effective
amendment to each Registration Statement or a supplement to
the related Prospectus or a supplement or amendment to any
document incorporated therein by reference or file any other
required document so that such Registration Statement will
not contain an untrue statement of a material fact or omit
to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, and
so that, as thereafter delivered to the purchasers of the
Registrable Securities being sold thereunder, such
Prospectus will not contain an untrue statement of a
material fact or omit to state a material fact required to
be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading.
(k) [Intentionally Omitted]
(l) Comply with all applicable rules and
regulations of the SEC and make generally available to its
securityholders earnings statements (which need not be
audited) satisfying the provisions of Section 11(a) of the
Act and Rule 158 thereunder (or any similar rule promulgated
under the Act) no later than 45 days after the end of the 12
month period (or 90 days after the end of the 12-month period
if such period is a fiscal year), commencing on the first day
of the first fiscal quarter of the Company commencing after
the effective date of a Registration Statement, which
statements shall cover said 12-month period.
(m) Notwithstanding anything in this Agreement to
the contrary, no Holder of Registrable Securities shall be
entitled to sell any of such Registrable Securities pursuant
to the Shelf Registration Statement or to receive a
Prospectus relating thereto unless such Holder (A) has at
such time a current intent to sell such Registrable
Securities, and at the request of the Company (directly or
through the Representative) confirms such intent in writing,
and (B) has furnished to the Representative who shall have
furnished to the Company promptly after the Company's
request, such information regarding such Holder and the
distribution of such Registrable Securities as the Company
may from time to time request. The Company may exclude from
such registration the Registrable Securities of any Holder
who does not furnish such information provided above. Each
Holder of Registrable Securities as to which any Registration
Statement is being effected agrees promptly to furnish to the
Company, through the Representative, all information required
to be disclosed in order to make the information previously
furnished to the Company by such Holder not misleading. Any
sale of any Registrable Securities by any Holder shall
constitute a representation and warranty by such Holder that
the information relating to such Holder and its plan of
distribution is as set forth in the Prospectus delivered by
such Holder in connection with such disposition, that such
Prospectus does not as of the time of such sale contain any
untrue statement of a material fact relating to such Holder
or its plan of distribution and that such Prospectus does not
as of the time of such sale omit to state any material fact
relating to such Holder or
its plan of distribution necessary to make the statements in
such Prospectus, in light of the circumstances under which
they were made, not misleading. The Holders will not
purchase any securities of the Company or sell any
securities of the Company, except pursuant to the
Registration Statement, based upon such information or any
other information acquired from the Company pursuant to this
Agreement and not at the time provided to the public.
(n) Each Holder agrees that, in disposing of any
Registrable Securities, the Holder shall comply with all
applicable securities laws, including Rules 10b-2, 10b-5,
10b-6 and 10b-7 promulgated under the Securities Exchange
Act of 1934, as amended. Each Holder agrees that in selling
any Registrable Securities under the Shelf Registration
Statement, the Holder or the Representative shall deliver
the current Prospectus contained in the Shelf Registration
Statement, as amended and supplemented, to all persons as
required by the Act and the regulations thereunder and shall
comply with any applicable "blue sky" laws and regulations
in connection with the disposition of such shares.
(o) Each Holder understands and agrees that the
Merger Shares constitute "restricted securities" under the
federal securities laws inasmuch as they are being acquired
from the Company in transactions not involving any public
offering and that under applicable laws and regulations such
securities may be resold without registration under the Act
only in certain limited circumstances. Each Holder further
agrees not to make any disposition of all or any portion of
the Registrable Securities unless:
(i) There is then in effect a Registration
Statement under the Act covering the proposed disposition,
and the disposition is made in accordance with the
Registration Statement; or
(ii) (A) The Registrable Securities shall
have been held for at least two years and are sold pursuant
to all conditions of Rule 144 under the Act; (B) the
disposition is qualified, or exempt from qualification,
under all applicable state securities laws, and the
Registrable Securities are sold in accordance with such
qualification or exemption; (C) the Holder shall have first
notified the Company of the proposed disposition and
furnished the Company with a statement of the proposed
manner of disposition and, should the Company so request, an
opinion of counsel, reasonably satisfactory to the Company,
that the disposition will not require registration of the
securities under the Act or qualification under state
securities laws; and (D) all applicable requirements of
federal and state securities laws shall have been observed.
(p) It is understood and agreed by each Holder
that, for the three year period commencing with the Closing
Date (unless and until such securities are sold pursuant to
an effective Registration Statement), the certificates or
other instruments evidencing the Registrable Securities
shall bear the following or any substantially similar
legend:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER
APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES MAY NOT
BE SOLD, OFFERED FOR SALE OR OTHERWISE DISPOSED OF EXCEPT
PURSUANT TO REGISTRATION (WITH CURRENT PROSPECTUS) AND
QUALIFICATION OR EXEMPTIONS THEREFROM IN ACCORDANCE WITH THE
CONDITIONS SPECIFIED IN A CERTAIN REGISTRATION RIGHTS
AGREEMENT DATED AUGUST 31, 1994 AMONG CADENCE DESIGN
SYSTEMS, INC. (THE "COMPANY") AND CERTAIN SHAREHOLDERS OF
REDWOOD DESIGN AUTOMATION, INC. THE EXISTENCE OF ANY
EXEMPTIONS OR OF AN EFFECTIVE REGISTRATION STATEMENT AND
CURRENT PROSPECTUS MUST BE ESTABLISHED TO THE SATISFACTION
OF COUNSEL FOR THE COMPANY PRIOR TO ANY SALE OF THESE
SECURITIES. THE COMPANY WILL FURNISH, WITHOUT CHARGE, A
COPY OF THE REGISTRATION RIGHTS AGREEMENT TO THE HOLDER OF
THIS CERTIFICATE UPON WRITTEN REQUEST THEREFOR."
The Company also may issue to its transfer agent stop
transfer instructions with respect to the stock as a means
of effectuating compliance with the limitations set forth in
this Section 3(p).
4. Registration Expenses. All fees and expenses
incident to the Company's performance of or compliance with
this Agreement and authorized by the Company shall be borne
by the Company whether or not any Shelf Registration
Statement becomes effective. Such fees and expenses (the
"Registration Expenses") shall include, without limitation,
(i) all registration and filing fees (including, without
limitation, fees and expenses of compliance with federal
securities or Blue Sky laws, subject to the limitations set
forth in Sections 3(h) and 3(m), (ii) printing expenses
(including, without limitation, expenses of printing
prospectuses is reasonably requested by the Representative),
(iii) messenger, telephone and delivery expenses, (iv) fees
and disbursements of counsel for the Company in connection
with any Registration Statement and (v) Act liability
insurance obtained by the Company in its sole discretion. In
addition, the Company shall pay its internal expenses
(including, without limitation, all salaries and expenses of
its officers and employees performing legal or accounting
duties), the expense of any annual audit, the fees and
expenses incurred in connection with the listing of any
securities to be registered on any securities exchange on
which similar securities issued by the Company are then
listed and rating agency fees, if any, and the fees and
expenses of any person, including special experts, retained
by the Company.
5. Indemnification.
(a) Indemnification by the Company. The Company
shall, without limitation as to time, indemnify and hold
harmless, to the fullest extent permitted by law, each
Holder, and each person, if any, who controls such Holder
(within the meaning of Section 15 of the Act or Section
20(a) of the Exchange Act) from and against all losses,
liabilities, claims, damages and expenses (including but not
limited to reasonable attorney fees and any and all
reasonable expenses whatsoever incurred in investigating,
preparing or defending against litigation, commenced or
threatened, or any claim whatsoever, and any and all amounts
paid in settlement of any claim or litigation)
(collectively, "Losses"), arising out of or based upon any
untrue or alleged untrue statement of a material fact
contained in any Registration Statement, Prospectus or
preliminary prospectus or in any amendment or supplement
thereto, or arising out of or based upon any omission or
alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements
therein not misleading (in the case of a prospectus or
preliminary prospectus, in light of the circumstances under
which they were made), except insofar as the same are based
solely upon information (i) furnished in writing to the
Company by such Holder or the Representative expressly for
use therein, or (ii) deemed to have been represented and
warranted to the Company by such Holder under Section 3(m)
hereof; provided, that the Company shall not be liable to
any Holder (or any person controlling such Holder) to the
extent that any such Losses arise out of or are based upon
any offer or sale by such Holder that is not pursuant to the
Shelf Registration Statement or in compliance with such
Holder's obligations under this Agreement or upon an untrue
statement or alleged untrue statement or omission or alleged
omission made in any preliminary prospectus if either (A)(i)
such Holder failed to send or deliver a copy of the
Prospectus with or prior to the delivery of written
confirmation of the sale by such Holder of a Registrable
Security to the person asserting the claim from which such
Losses arise and (ii) the Prospectus would have corrected
such untrue statement or alleged untrue statement or such
omission or alleged omission, or (B)(i) such untrue
statement or alleged untrue statement, omission or alleged
omission is corrected in an amendment or supplement to the
Prospectus and (ii) having previously been furnished by or
on behalf of the Company with copies of the Prospectus as so
amended or supplemented, such Holder thereafter fails to
deliver such Prospectus as so amended or supplemented, with
or prior to the delivery of written confirmation of the sale
of a security to the person asserting the claim from which
such Losses arise. The Company shall also indemnify each
person who controls such person (within the meaning of
Section 15 of the Act or Section 20(a) of the Exchange Act)
to the same extent as provided above with respect to the
indemnification of the Holders.
(b) Indemnification by the Holders. In
connection with any Registration Statement in which a Holder
of Registrable Securities is participating, such Holder of
Registrable Securities shall furnish to the Company, through
the Representative, in writing such information as the
Company reasonably requests for use in connection with any
Registration Statement or Prospectus and shall, without
limitation as to time, indemnify and hold harmless, to the
fullest extent permitted by law, the Company, its directors
and officers and each other person who controls the Company
(within the meaning of Section 15 of the Act or Section
20(a) of the Exchange Act), from and against all Losses
arising out of or based upon (i) any offer or sale by such
Holder that is not pursuant to the Shelf Registration
Statement or in compliance with such Holder's obligations
under this Agreement or (ii) any untrue statement or alleged
untrue statement of a material fact contained in any
Registration Statement, Prospectus or preliminary prospectus
or in any amendment or supplement thereto or arising out of
or based upon any omission or alleged omission of a material
fact required to be stated therein or necessary to make the
statements therein not misleading (in the case of a
prospectus or preliminary prospectus, in light of the
circumstances under which they were made), to the extent,
but only to the extent, that such untrue statement or
omission is (A) contained in any information furnished in
writing by such Holder or the Representative to the Company
expressly for use in such Registration Statement, Prospectus
or preliminary prospectus, or (B) deemed to have been
represented and warranted to the Company by such Holder
under Section 3(n) hereof. In no event shall the liability
of any selling Holder of Registrable Securities hereunder be
greater in amount than the value of that Holder's Merger
Shares at the Closing Date, less any amounts attributable to
any liability or claimed liability such Holder shall already
have paid by reason of any such misstatement or alleged
misstatement or omission or alleged omission.
(c) Conduct of Indemnification Proceeding. If
any person shall be entitled to indemnity hereunder (an
"indemnified party"), such indemnified party shall give
prompt notice to the party from which such indemnity is
sought (the "indemnifying party") of any claim or of the
commencement of any proceeding with respect to which such
indemnified party seeks indemnification pursuant hereto;
provided, that the failure to so notify the indemnifying
party shall not relieve the indemnifying party from any
obligation or liability other than under this Section 5 and,
without limiting the generality of the foregoing, except to
the extent that the indemnifying party has been prejudiced
materially by such failure. All such fees and expenses
(including any fees and expenses reasonably incurred in
connection with investigating or preparing to defend such
action or proceeding) shall be paid to the indemnified party
on a quarterly basis following written notice thereof to the
indemnifying party (notwithstanding the absence of judicial
determination as to the propriety and enforceability of the
indemnifying party's obligation to reimburse the indemnified
party for such expense and the possibility that such
payments might later be held to have been improper by a
court of competent jurisdiction). In case any such action
is brought against an indemnified party, the indemnifying
party shall be entitled to participate therein and it may
elect by written notice delivered to the indemnified party
within a reasonable period of time after receiving the
aforesaid notice from such indemnified party, to assume the
defense thereof with counsel reasonably satisfactory to such
indemnifying party.
(d) Not Exclusive Remedy; Survival. The
indemnity, contribution and expense reimbursement
obligations of the indemnifying party hereunder shall be in
addition to any liability the indemnifying party may
otherwise have hereunder, under the Reorganization Agreement
or otherwise. The provisions of this Section 5 shall
survive notwithstanding any investigation made by or on
behalf of the Representative, any Holder or the Company or
any of the officers, directors or controlling persons
referred to in this Section 5, any transfer of the
Registrable Securities by any Holder or any termination of
this Agreement.
6. Public Trading. During any Selling Window, the
Company will cause its shares of Common Stock to be listed
for trading on the New York Stock Exchange or the American
Stock Exchange or quoted and eligible for trading on the
Nasdaq National Market.
7. Representative. Irwin Federman is named as
initial representative of the Holders (the "Representative")
with full authority to act on behalf of the Holders as set
forth in this Agreement. In the event Mr. Federman ceases
to serve as Representative or if the Holders choose to elect
an alternative Representative, a successor Representative
may be elected by the written consent of the holders of a
majority of the outstanding Merger Shares. The
Representative shall not be liable for any act done or
omitted in good faith and in the exercise of reasonable
judgment under this Agreement.
8. Miscellaneous.
(a) Remedies. In the event of a breach by either
party of such party's obligations under this Agreement, each
of the other parties, in addition to being entitled to
exercise all rights granted by law, including recovery of
damages, will be entitled to specific performance of such
party's rights under this Agreement. Each party agrees that
monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by such party of any of
the provisions of this Agreement and hereby further agrees
that, in the event of any action for specific performance in
respect of such breach, such party shall waive the defense
that a remedy at law would be adequate.
(b) No Conflicting Agreements. The Company has
not, as of the date hereof, and shall not knowingly, on or
after the date hereof, enter into any agreement with respect
to its securities that conflicts with the rights granted to
the Holders in this Agreement.
(c) Amendments and Waivers. The provisions of
this Agreement, including the provisions of this sentence,
may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be
given, unless the Company has obtained the written consent
of the Representative.
(d) Notices. All notices and other
communications provided for or permitted hereunder shall be
made in writing and shall be deemed given at the open of
business on the first business day following (i) the time
delivery is made, if made by hand delivery, (ii) the time
the telecopy is successfully transmitted, if made by
telecopier, or (iii) the business day after such notice is
deposited with a reputable next-day courier, postage
prepaid, to the parties as follows:
(x) if to a Holder of Registrable Securities,
notices to any Holder will be given to the Representative at
the most current address given by such Representative to the
Company in accordance with the provisions of this Section
9(d); and
(y) if to the Company, to Cadence Design Systems,
Inc., 2655 Seely Road, San Jose, California 95134, Attn:
Chief Financial Officer or to such other address as the
Company may have furnished to the other parties in writing
in accordance herewith.
(e) Assignability. This Agreement shall be
binding upon and shall inure to the benefit of the parties
hereto and their respective successors and assigns. The
rights hereunder shall be assignable to any transferee of
the Registrable Securities, so long as such transferee
agrees in writing to comply with all of the terms and
provisions herein on the same basis as all other Holders.
(f) Counterparts. This Agreement may be executed
in any number of counterparts and by the parties hereto in
separate counterparts, each of which when so executed shall
be deemed to be original and all of which taken together
shall constitute one and the same agreement.
(g) Headings. The headings in this Agreement are
for convenience of reference only and shall not limit or
otherwise affect the meaning hereof.
(h) Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the
State of California, as applied to contracts made and
performed within the State of California without regard to
principles of conflicts of laws.
(i) Severability. If any term, provision,
covenant or restriction of this Agreement is held by a court
of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions,
covenants and restrictions set forth herein shall remain in
full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use
their best efforts to find and employ an alternative means
to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or
restriction.
(j) Entire Agreement. This Agreement is intended
by the parties as a final expression of their agreement and
is intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect
of the subject matter contained herein and the registration
rights granted by the Company. There are no restrictions,
promises, warranties or undertakings, other than those set
forth or referred to herein, with respect to registration
rights. This Agreement supersedes all prior agreements and
understandings among the parties with respect to such
registration rights.
(k) Attorneys' Fees. In any action or proceeding
brought to enforce any provision of this Agreement, or where
any provision hereof is validly asserted as a defense, the
prevailing party, as determined by the court, shall be
entitled to recover reasonable attorneys' fees in addition
to any other available remedy.
(l) Further Assurances. Each of the parties
hereto shall use commercially reasonable efforts to take, or
cause to be taken, all appropriate action, do or cause to be
done all things reasonably necessary, proper or advisable
under applicable law, and execute and deliver such documents
and other papers, as may be required to carry out the
provisions of this Agreement and the other documents
contemplated hereby and to consummate and make effective the
transactions contemplated hereby.
IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.
CADENCE DESIGN SYSTEMS, INC.
By:
Joseph B. Costello,President
REDWOOD DESIGN AUTOMATION, INC.
By:
Douglas G. Fairbairn,President
HOLDER
[Name]
By:
[Signature]
Title (if applicable):
<PAGE>
Annex A
Series A Preferred Shareholders
Allan E. Alcorn
John G. Balletto
James V. Barnett, II
Henri Jarrat
John A. McLaren
Renascent, Inc.
Saratoga Boy's Club 50
Larry W. Sonsini
Robert M. Walker III
Gunnar A. Wetlesen
WS Investment Company 90B
Tak Yamamoto
Series B Preferred Shareholders
Mayfield VI
Mayfield Associates
Mohr, Davidow Ventures II
Second Ventures, L.P.
Sequoia XXI
Sequoia Capital V
Sequoia Technology Partners V
Stanford University, Stanford Management Company
U.S.V. Entrepreneur Partners
U.S. Venture Partners III
Series C Preferred Shareholders
John G. Balletto
Marshall G. Cox
James Downey
Jean-Luc Grand-Clement
Henri Jarrat
Mayfield VI
Mayfield Associates
John A. McLaren
Merrill, Pickard, Anderson & Eyre
Mohr, Davidow Ventures II
MPAE V Affiliates Fund, L.P.
Nippon Enterprises Development Corp.
Second Ventures, L.P.
Sequoia XXI
Sequoia Capital V
Sequoia Technology Partners V
Marshall Smith
Richard D. Stubblefield, Jr.
U.S.V. Entrepreneur Partners
U.S. Venture Partners III
Robert M. Walker III
L. Curtis Widdoes, Jr.
Tak Yamamoto
<PAGE>
EXHIBIT 5.01
Opinion of Fenwick & West
<PAGE>
October 14, 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 filed by you with the Securities and Exchange
Commission ("SEC") on May 27, 1994, as amended by Amendment
No. 1 thereto to be filed by you with the SEC on or about
October 18, 1994 (the "Registration Statement") in
connection with the registration under the Securities Act of
1933, as amended, of up to 2,269,340 shares of your Common
Stock (the "Stock"), 550,000 shares (the "Comdisco Shares")
of which are issued, outstanding and held by Comdisco
Systems, Inc. ("Comdisco Systems"), 1,300,000 shares (the
"Warrant Shares") of which are issuable upon the exercise of
a warrant held by Comdisco Systems (the "Comdisco Warrant")
and 419,340 shares of which are issued, outstanding and held
by (or on behalf of, pursuant to an escrow agreement) the
former shareholders of Redwood Design Automation, Inc. (the
"Redwood Shares").
As your counsel, we have examined the proceedings taken by
you in connection with the issuance of the Comdisco Shares,
the Redwood Shares and the Comdisco Warrant. It is our
opinion that the Comdisco Shares and the Redwood 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
<PAGE>
EXHIBIT 23.01
Consent of Arthur Andersen LLP
<PAGE>
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 LLP
San Jose, California
October 14, 1994
<PAGE>
EXHIBIT 23.02
Consent of Deloitte & Touche LLP
<PAGE>
CONSENT OF DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this
Amendment No. 1 to Registration Statement No. 33-53875 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 LLP
San Jose, California
October 14, 1994
