As filed with the Securities and Exchange Commission on March 14, 1995
Registration No. 33-53875
____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
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
-----
<TABLE>
Calculation Of Registration Fee
<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to to be Price per Offering Registration
be Registered Registered Share Price Fee (1)
------------------------------------------------------------------------
Common Stock,
$0.01 par value 1,302,990 $14.6875(3) $19,137,666(3) $6,600
per share shares(2)
------------------------------------------------------------------------
Warrants to
Purchase Common 300,000
Stock warrants $26.25(4) $7,875,000(4) $2,716
</TABLE>
(1) The Company paid a registration fee of $11,903 in
connection with its filing of the Registration Statement on
May 27, 1994.
(2) Includes 300,000 shares of Common Stock issuable upon
the exercise of warrants.
(3) 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.
(4) 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 March 8,
1995.
______________________
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
____________________________________________________________
____________________________________________________________
1,302,990 Shares
300,000 Warrants to Purchase
CADENCE DESIGN SYSTEMS, INC.
Common Stock
____________________
All of the shares of Common Stock of Cadence Design
Systems, Inc. (the "Company") and warrants to purchase
shares of the Company's Common Stock offered hereby are
being sold by the Selling Stockholders named herein under
"Selling Stockholders." Such shares and warrants 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 or warrants 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 March 13, 1995, the closing
price of the Company's Common Stock on the NYSE was $26.00.
Of the shares of Common Stock offered hereby, 800,000
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"),
419,340 shares (the "Redwood Shares") were issued by the
Company in connection with its acquisition of Redwood Design
Automation, Inc. ("Redwood") and 83,650 shares (the "Parsec
Shares") were issued by the Company in connection with its
acquisition of Parsec Software, Inc. ("Parsec"). All of the
300,000 warrants to purchase the Company's Common Stock
offered hereby were issued by the Company in connection with
its acquisition of the Comdisco Systems Business (the
"Comdisco Warrants").
____________________
See "Risk Factors" for a discussion of certain factors that
should be considered in connection with an investment in the
Common Stock or warrants 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.
<TABLE>
<S> <C> <C> <C> <C>
Underwriting Proceeds to
Price to Discounts & Proceeds Selling
Public Commissions(1) to Company Shareholders
--------------------------------------------------------------------------
Per Share see text above none none see text above
Total see text above none none see text above
</TABLE>
(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 $94,000.
___________________________________________________________
The date of this Prospectus is March 14, 1995.
<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, as amended
by its Report on Form 10-K/A, the Company's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1994,
June 30, 1994 and September 30, 1994, all as amended by its
Reports on Forms 10-Q/A, 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, the Company's Report
on Form 8-K filed on November 14, 1994 with respect to the
Company's acquisition of Redwood, as amended by its Report
on Form 8-K/A, the Company's Report on Form 8-K filed on
November 14, 1994 with respect to its acquisition of all
third-party interests in River Oaks Place Associates L.P.,
the Company's Report on Form 8-K filed on November 29, 1994
with respect to its change in fiscal year and the Company's
Form 8-A filed on August 29, 1990, as amended by its Report
on Form 8-A/A (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.
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 benefits, such as
cost savings and synergies, to materialize and product
transition issues. The Company believes that 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 and Development of New Products
and Services. 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.
The Company has recently increased its focus on
offering professional services to its customers. To the
extent that the Company is not able to recruit, train and
retain a skilled consulting force that is able to provide
services that satisfy customers' expectations, the Company's
business and operating results could be adversely affected.
Competition. The Company faces intense competition in
the EDA product market, which continues to be characterized
by aggressive pricing practices and new market entrants.
The Company competes with other companies that sell
competing products and with 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 significant. 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 has in the past discounted EDA product
prices 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. In 1993 and to
a lesser extent in 1994, the Company generated reduced
levels of sales from Japan. Although the Company has taken
certain steps to address the impact on its revenues of the
weak Japanese economy, such as reorganizing its direct sales
force in Japan, changing certain of its distribution
relationships and introducing new systems products to
address customer design needs, there can be no assurance
that these steps will strengthen the Company's revenue
volume in Japan. Due to the January 1995 earthquake and
continuing weak business conditions in Japan, the Company
could 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 operating results. Many of
the products offered by the Company are subject to
restrictions on export under the regulations of the United
States Department of Commerce and Department of State, and
changes in United States export policy, as well as changes
in the import restrictions of foreign countries, could have
an adverse effect on the Company's business.
Volatility of Stock Prices. The market price of the
Company's Common Stock has been and may continue to be
volatile. This volatility may result from a number of
factors, including fluctuations in the Company's quarterly
revenues and net income, announcements of technical
innovations or new commercial products by the Company or its
competitors, and market conditions in the EDA,
semiconductor, telecommunications, computer hardware and
computer software industries. In addition, the stock market
has experienced and continues to experience extreme price
and volume fluctuations which have affected the market
prices of securities, particularly those of technology
companies, and which have often been unrelated to the
operating performance of the companies. These broad market
fluctuations, as well as general economic and political
conditions, may adversely affect the market price of the
Company's Common Stock.
SELLING 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 March 10, 1995 by each
Selling Stockholder named below. All of the Selling
Stockholders except for Comdisco Systems and James Cherry
(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. James Cherry acquired the Parsec
Shares in connection with the Company's acquisition of
Parsec, in which James Cherry exchanged his Parsec
securities for Common Stock of the Company. 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.
<TABLE>
Shares Beneficially Shares Beneficially
Owned Prior to Offering Owned After Offering
----------------------- --------------------
<S> <C> <C> <C> <C> <C>
Shares Being
Name Number (1) Percent Offered Number Percent
---- ---------- ------- ----------- ------ -------
Comdisco Systems, Inc. 800,000(2) 2/1% 800,000 -- --
Allan E. Alcorn 1,989 * 1,989 -- --
John G. Balletto 6,166 * 6,166 -- --
James V. Barnett II 497 * 497 -- --
Bonnie Barnett 497 * 497 -- --
James Cherry(3) 83,650 * 83,650 -- --
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(4) 2,984 * 2,984 -- --
Richard D.Stubblefield, Jr. 397 * 397 -- --
U.S. Venture Partners
III(5) 76,391 * 76,391 -- --
U.S.V. Entrepreneur
Partners(5) 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 -- --
</TABLE>
___________________
* 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 the Comdisco Warrants to purchase up to
300,000 shares of Common Stock, which are immediately
exercisable at $14.50 per share, subject to certain
restrictions. Comdisco Systems may sell the Comdisco
Warrants pursuant to this prospectus subject to the
limitations in the Agreement For Sale and Purchase of Assets
among the Company, Comdisco Systems and its parent
corporation, Comdisco, Inc. (the "Comdisco Agreement"), as
supplemented by the letter agreement between Comdisco
Systems and the Company dated as of February 15, 1995 (the
"Repurchase Agreement"), which are generally described under
"Plan of Distribution."
(3) In connection with the Company's acquisition of Parsec,
James Cherry was hired by the Company as a Project Architect
pursuant to an Employment Agreement dated as of December 29,
1994.
(4) 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.
(5) Mr. Lucio Lanza, a consultant to the Company, is a
venture partner of U.S. Venture Partners III.
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 the Comdisco
Agreement with the Company pursuant to which Comdisco
Systems was granted certain registration rights with respect
to the Comdisco Shares. On February 15, 1995, the Company
repurchased some of the warrants that had been issued to
Comdisco Systems in connection with the Company's
acquisition of the Comdisco Systems Business. In connection
with such repurchase, the Company entered into the Comdisco
Repurchase Agreement, pursuant to which it granted Comdisco
certain registration rights with respect to the remaining
300,000 Comdisco Warrants. The Registration Statement of
which this prospectus forms a part has been filed pursuant
to the Comdisco Agreement, as supplemented by the Comdisco
Repurchase Agreement. In the Comdisco Agreement, as
supplemented by the Comdisco Repurchase Agreement, Comdisco
Systems agreed to sell any of the Comdisco Shares and
Comdisco Warrants 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 Comdisco Warrants or that
Comdisco Systems will not sell such Comdisco Shares or
Comdisco Warrants in private transactions, pursuant to Rule
144 promulgated under the Securities Act or pursuant to
other transactions that are 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 commissions 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, as supplemented by
the Comdisco Repurchase Agreement, Comdisco Systems may not
sell the Comdisco Shares or Comdisco Warrants pursuant to
this prospectus without first submitting a written request
to the Company (the "Takedown Request") to sell at least
50,000 of the Comdisco Shares or Comdisco Warrants (or, if
less, any remaining shares or warrants 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 or warrants 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 or
Comdisco Warrants 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 or Comdisco Warrants 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 or Comdisco Warrants hereunder if
Comdisco Systems has not sold the full amount of shares or
warrants 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, as supplemented by
the Comdisco Repurchase Agreement, Comdisco Systems is
entitled to sell the Comdisco Shares or Comdisco Warrants
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 private transactions, pursuant to Rule 144
promulgated under the Securities Act or pursuant to other
transactions that are 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.
Parsec
In connection with the Company's acquisition of Parsec,
the Company and James Cherry entered into a Registration
Rights Agreement (the "Parsec Registration Agreement") which
contemplates the registration of the Parsec Shares for sale
by Mr. Cherry during the period beginning April 30, 1995 and
ending August 31, 1996. The Registration Statement of which
this prospectus forms a part has been filed pursuant to the
Parsec Registration Agreement. Pursuant to the Parsec
Registration Agreement, Mr. Cherry agreed to sell any of the
shares offered by him 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 Mr. Cherry will not sell such shares in private
transactions, pursuant to Rule 144 promulgated under the
Securities Act or pursuant to other transactions that are
exempt from the registration requirements of the Securities
Act.
To the best of the Company's knowledge, Mr. Cherry has
not entered into any agreement, arrangement or understanding
with any particular broker or market maker with respect to
the shares offered by him hereby. The Company does not know
the identity of the brokers or market makers which will
participate in the Offering.
Beginning after April 30, 1995, Mr. Cherry will be
permitted to sell his Parsec Shares pursuant to this
prospectus when either the Redwood Selling Stockholders are
authorized to sell under the Redwood Registration Agreement
or Comdisco Systems is authorized to sell under the Comdisco
Agreement. The conditions under which the Redwood Selling
Stockholders and Comdisco Systems are authorized to sell
under such agreements are set forth above. In the event
that the Company receives a notice from the Representative
under the Redwood Registration Agreement or a Takedown
Request from Comdisco Systems, the Company is obligated to
give Mr. Cherry written notice of such notice or Takedown
Request within two business days of the Company's receipt of
such notice or Takedown Request. Mr. Cherry shall have the
right to participate in the sale of shares contemplated by
such notice or Takedown Request if he gives the Company
written notice of his desire to participate and specifies
the number of shares to be sold within five business days of
his receipt of such notice or Takedown Request. With the
exceptions set forth in this paragraph, Mr. Cherry's
registration rights are otherwise subject to the same
restrictions and limitations imposed upon the Redwood
Selling Stockholders, as described above.
DESCRIPTION OF WARRANTS
The Comdisco Warrants held by Comdisco Systems entitle
Comdisco Systems, and its authorized assignees, to purchase
300,000 shares of the Company's Common Stock at an exercise
price of $14.50 per share, which may be paid in cash, by
check or by net exercise. The Comdisco Warrants must be
exercised in increments of at least 50,000 shares and expire
on June 10, 2003. The Comdisco Warrants contain provisions
for the adjustment of the exercise price and the number of
shares subject to the warrants upon the occurrence of
certain events, including stock splits, stock dividends,
reorganizations, reclassifications and mergers. The
Comdisco Warrants may be assigned only in whole but not in
part prior to June 10, 1996 and thereafter may be assigned
in whole or in part, provided that no partial assignment may
be made of the right to purchase fewer than 100,000 shares
of Common Stock. Any transferee of the Comdisco Warrants
must agree to the terms and conditions of such warrants.
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.
1,302,990 Shares of
Common Stock
300,000 Warrants to Purchase
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:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee $11,903
Accounting fees and expenses 50,000
Legal fees and expenses 30,000
Miscellaneous 2,097
------
Total $ 94,000
</TABLE>
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.
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.
4.06 -- Registration Rights Agreement between the Registrant and
James Cherry dated as of December 29, 1994.
4.07 -- Letter Agreement between the Registrant and Comdisco
Systems, Inc. dated as of February 15, 1995.
4.08 -- Form of Warrant to Purchase Registrant's Common Stock
issued to Comdisco Systems, 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 for Messrs. Costello, Bingham, Porter,
Lane, Liu, Lucas, Sangiovanni-Vincentelli, Scalise, Shoven
and Solomon and Ms. Bartz.
______________
+ 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.
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. 2 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 13th day of March, 1995.
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 March 13, 1995
Joseph B. Costello Officer and Director
Principal Financial Officer:
* Executive Vice President Finance March 13, 1995
H. Raymond Bingham and Administration, Chief
Financial Officer and Secretary
Principal Accounting Officer:
* Vice President, Corporate Controller March 13, 1995
William Porter and Assistant Secretary
Additional Directors:
* Director March 13, 1995
Carol Bartz
Director March 13, 1995
Henry E. Johnston
* Director March 13, 1995
Raymond J. Lane
* Director March 13, 1995
Dr. Leonard Y.W. Liu
* Director March 13, 1995
Donald L. Lucas
* Director March 13, 1995
Dr. Alberto Sangiovanni-Vincentelli
* Director March 13, 1995
George M. Scalise
* Director March 13, 1995
Dr. John B. Shoven
* Director March 13, 1995
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.
4.06 -- Registration Rights Agreement between the Registrant and
James Cherry dated as of December 29, 1994.
4.07 -- Letter Agreement between Registrant and Comdisco Systems,
Inc. dated as of February 15, 1995.
4.08 -- Form of Warrant to Purchase Registrant's Common Stock issued
to Comdisco Systems, Inc.
5.01 -- Opinion of Fenwick & West regarding the legality of the
securities being issued.
23.01 -- Consent of Arthur Andersen LLP.
23.01 -- Consent of Deloitte & Touche LLP.
23.03 -- Consent of Fenwick & West (included in Exhibit 5.01).
+24.01 -- Power of Attorney for Messrs. Costello, Bingham, Porter,
Lane, Liu, Lucas, Sangiovanni-Vincentelli, Scalise,
Shoven and Solomon and Ms.Bartz.
___________________
+ Previously filed.
<PAGE>
EXHIBIT 4.06
Registration Rights Agreement between the
Registrant and James Cherry dated as of December 29, 1994
<PAGE>
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is made
and entered into as of December 29, 1994, by and between
Cadence Design Systems, Inc., a Delaware corporation
("Cadence"), and James Cherry ("Cherry"), who will receive
shares of Cadence common stock (the "Common Stock") in the
Merger, as defined below.
WHEREAS, Parsec Software, Inc. ("Parsec") will be merged
with and into Redwood Design Automation, Inc. ("Redwood"), a
wholly-owned subsidiary of Cadence, pursuant to the terms of
an Agreement of Merger, dated the date hereof, among
Cadence, Redwood and Parsec and the related Agreement and
Plan of Reorganization, dated December 12, 1994 (the
"Reorganization Agreement"), among those parties (the
"Merger"). In the Merger, Cherry, the sole shareholder of
Parsec, will exchange all of his shares of Parsec common
stock for shares of Common Stock (the "Merger Shares").
WHEREAS, pursuant to Section 1.7 of the Reorganization
Agreement, Cadence is obligated to register the Merger
Shares pursuant to a S-3 Shelf Registration Statement (the
"S-3") which it has filed to meet its obligations to
register shares of Common Stock held by (a) Comdisco
Systems, Inc. ("Comdisco Systems"), pursuant to Section 7 of
the Agreement for Purchase and Sale of Assets among
Comdisco, Inc., Comdisco and Cadence (the "Comdisco
Registration Agreement"), and (b) shareholders of Redwood
(the "Redwood Shareholders"), pursuant to a Registration
Rights Agreement, dated as of August 31, 1994, between the
Redwood Shareholders and Cadence (the "Redwood Registration
Agreement"). Cadence and Cherry intend that Cherry's
registration rights with respect to the Merger Shares be
governed by an agreement in substantially the form of the
Redwood Registration Agreement.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants set forth herein, the parties agree as
follows:
1. Incorporation of Provisions of Redwood Registration
Agreement. The provisions of the Redwood Registration
Agreement, a copy of which is attached hereto as Exhibit
"A", are hereby incorporated herein, in its entirety, by
this reference; provided, however, such Agreement, as so
incorporated, is hereby modified as follows:
(a) Cherry, rather than the Redwood Shareholders,
shall be the "Holder" and "Holders";
(b) "Merger Shares" shall be the Merger Shares defined
above;
(c) "Representative" shall be Cherry.
2. Limitations and Modifications of Registration Rights.
(a) Notwithstanding any implication to the contrary
herein, Cherry shall have no right to sell under the S-3
except when (1) the Redwood Shareholders are authorized to
sell under the Redwood Registration Agreement or (2) after
April 30, 1995, Comdisco Systems is authorized to sell under
the Comdisco Registration Agreement.
(b) In the event Cadence receives a Notice from the
Representative under the Redwood Registration Agreement or a
Takedown Request from Comdisco Systems, or its assignee,
Cadence shall give Cherry written notice thereof
(accompanied by a copy of such Notice or Takedown Request,
as the case may be (a "Registration Request")) within two
Business Days of its receipt of such Registration Request.
The Holder shall have the right to participate in the
registration and sale contemplated by such Registration
Request if it gives Cadence written notice of its desire to
so participate, specifying the number of Registrable
Securities to be included in such registration and sale,
within five Business Days of its receipt of such
Registration Request.
(c) Notwithstanding any statement or implication to
the contrary in Exhibit "A", neither Holder, Cherry nor
counsel for either shall have any right to approve the S-3
or any portion thereof other than any portion thereof
describing Parsec, the Merger, the Reorganization Agreement,
the Merger Shares, the Holder, Cherry or this Agreement.
3. Modification of Section 3(p). The legend contemplated
by Section 3(p) of Exhibit "A" shall refer to this
Agreement.
4. Conflicts. In the event there is a conflict between
any provision of Exhibit "A" and any provision of Section
1.7 of the Reorganization Agreement or other provision of
this Agreement, such provision in Section 1.7 or such other
provision of this Agreement shall govern.
5. No Effect on Other Registration Agreements. Neither
this Agreement nor any of its provisions is intended to
affect, change or amend, and does not affect, change or
amend, any of the rights or obligations of the parties under
the Redwood Registration Agreement or the Comdisco
Registration Agreement. Cherry is not deemed to be a party
to, or to have any rights under, the Redwood Registration
Agreement or the Comdisco Registration Agreement, and no
party under either of those Agreements, other than Cadence,
is deemed to be a party to, or have any rights under, this
Agreement.
IN WITNESS WHEREOF, the parties have executed this
Registration Rights Agreement as of the date first written
above.
CADENCE DESIGN SYSTEMS, INC. HOLDER
By: /s/James Given /s/James Cherry
James Cherry
Its: Vice President and Corporate Counsel
<PAGE>
EXHIBIT 4.07
Letter Agreement between the
Registrant and Comdisco Systems,
Inc. dated as of February 15, 1995
<PAGE>
February 15, 1995
Comdisco Systems, Inc.
6111 North River Road
Rosemont, IL 60018
Attn: Mr. Richard A. Finocchi
Re: Purchase of Warrant for 1,000,000 Shares
Dear Rick:
By the provisions of this letter, Cadence agrees to purchase
that portion of the original warrant representing the right
to acquire 1,000,000 shares of restricted Cadence common
stock, which warrant was issued to Comdisco Systems, Inc.
("Comdisco") in connection with the Sale of Certain Assets
Agreement dated June 11, 1993 (the "Asset Agreement"), in
consideration of the sum of twelve and one/eighth dollars
per share represented, or $12,125,000 even (twelve million
one hundred twenty-five thousand dollars even). Upon
delivery of the endorsed original warrant, these funds will
be wired to Comdisco's account per instruction and Cadence
will forward a new warrant certificate in favor of Comdisco
Systems, Inc. representing the right to purchase the
remaining 300,000 shares of restricted Cadence common stock
(the "New Warrant") by overnight delivery. The sale will
close on February 16, 1995. There are no brokerage
commissions or similar charges due in connection with this
transaction.
Comdisco warrants that the original warrant is free from all
liens and encumbrances of any sort and that Comdisco has the
authority to enter into this transaction.
Cadence warrants that Cadence has the authority to enter
into this transaction and that Cadence is acquiring the
warrant for its own account and not for further
distribution.
Both parties acknowledge that each is sophisticated and
capable of representing its own interests and that each has
relied solely on independently developed information rather
than the representations of the other in reaching this
agreement. Comdisco acknowledges the availability of all
relevant Cadence financial information in connection with
this investment decision, and Cadence acknowledges the risks
associated with unregistered securities.
In light of the foregoing, Cadence will not be obligated to
register the 1,000,000 common shares represented by the
original warrant pursuant to the Asset Agreement; however,
the remaining 300,000 common shares represented by the New
Warrant and the New Warrant itself will remain subject to
the Asset Agreement, including the registration provisions
of Section 7 thereof, except as follows:
(1) Wherever, the Warrant or Warrant Shares are
referred to in the Asset Agreement, rights to purchase will
be limited to 300,000 rather than 1,300,000; and
(2) For purposes of Section 7, the Registered Shares
or Shares will include the New Warrant, except for the
"piggyback" registration provisions of Section 7.4 or where
otherwise inapplicable.
If the foregoing is acceptable, please sign this letter and
return fax a copy to my attention. Thank You.
Sincerely, AGREED:
/s/Douglas McCutcheon
Douglas McCutcheon By: /s/Richard S. Finocchi
Vice-President, Corporate Finance Its:_______________________
<PAGE>
EXHIBIT 4.08
Form of Warrant to Purchase
Registrant's Common Stock Issued
to Comdisco Systems, Inc.
<PAGE>
THE SECURITIES REPRESENTED BY THIS WARRANT HAVE BEEN
ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933. SUCH SECURITIES MAY NOT BE SOLD OR
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION
THEREFROM UNDER SAID ACT. COPIES OF THE AGREEMENT COVERING THE PURCHASE
OF THESE SECURITIES AND RESTRICTING THEIR TRANSFER MAY BE OBTAINED AT
NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF RECORD OF THIS
CERTIFICATE TO THE SECRETARY OF THE CORPORATION.
WARRANT TO PURCHASE 300,000
SHARES OF COMMON STOCK OF
CADENCE DESIGN SYSTEMS, INC.
This certifies that COMDISCO SYSTEMS, INC. or assigns (the
"Holder"), for value received, is entitled to purchase from CADENCE
DESIGN SYSTEMS, INC., a Delaware corporation (the "Company"), 300,000
fully paid and nonassessable shares of the Company's Common Stock
(subject to the provisions of Section l(c)) for cash at a price of $14.50
per share (the "Stock Purchase Price") at any time or from time to time
up to and including 5:00 p.m. (Pacific time) on
June 10, 2003 (the "Expiration Date"), upon surrender to the
Company at its principal office at 555 River Oaks Parkway, San Jose,
California 95134 (or at such other location as the Company
may advise Holder in writing) of this Warrant properly
endorsed with the Form of Subscription attached hereto duly filled in
and signed and upon payment in cash or by check of the aggregate
Stock Purchase Price for the number of shares for which this
Warrant is being exercised determined in accordance with the
provisions hereof. The Stock Purchase Price and the number
of shares purchasable hereunder are subject to adjustment as
provided in Section 3 of this Warrant. This Warrant shall constitute
the "Warrant," as such term is defined in the Agreement
for Purchase and Sale of Assets among the Holder, Comdisco
Systems, Inc. and the Company dated June ll, 1993.
This Warrant is subject to the following terms and
conditions:
1. Exercise: Issuance of Certificates: Payment for
Shares.
(a) Subject to Section l(c) below, this Warrant is
exercisable at the option of the Holder of record hereof, at any
time or from time to time, up to the Expiration Date for all
and any part of the shares of Common Stock (but not for a
fraction of a share and not in increments of less than 50,000 shares
at each exercise) which may be purchased hereunder. The
Company agrees that the shares of Common Stock purchased
under this Warrant shall be and are deemed to be issued to the
Holder hereof as the record owner of such shares as of the close of
business on the date on which this Warrant shall have been
surrendered and payment made for such shares. Certificates for the
shares of Common Stock so purchased, together with any other
securities or property to which the Holder hereof is entitled upon
such exercise, shall be delivered to the Holder hereof by the Company at
the Company's expense within a reasonable time after the rights
represented by this Warrant have been so exercised. In case of a
purchase of less than all the shares which may be purchased under this
Warrant, the Company shall cancel this Warrant and execute and
promptly deliver a new Warrant or Warrants of like tenor for the
balance of the shares purchasable under the Warrant surrendered upon
such purchase to the Holder hereof within a reasonable time. Each stock
certificate so delivered shall be in such denominations of Common Stock
as may be requested by the Holder hereof and shall be
registered in the name of such Holder or such other name as
shall be designated by such Holder subject to the restrictions upon
transfer provided below.
(b) This Warrant may be exercised by the payment to
the Company, by cash or check of an amount equal to the aggregate
Stock Purchase price of the shares being purchased.
In lieu of exercising this Warrant for cash or check, the
Holder may elect to receive shares equal to the value (as determined below)
of this Warrant (or a portion thereof being canceled, except
not in increments of less than 50,000 shares at each
exercise) by surrender of this Warrant at the
principal offices of the Company together with the notice of
such election, in which event the Company shall issue to the Holder a
number of shares of Common Stock computed using the
following formula:
X = Y (A-B)
--------
A
Where: X = the number of shares of Common Stock
to be issued to the Holder.
Y = the number of shares of Common Stock to
which the exercise of this Warrant
applies (upon such exercise, the number of
shares subject to further exercise under this
Warrant shall be reduced by this number).
A = the market price of one share of Common
Stock
B = the Stock Purchase Price.
For purposes of this Section 1(b), the market price of the
Common Stock shall mean:
( 1 ) The average of the closing sale prices
of the Company's Common Stock as quoted on the New York Stock Exchange
(or the closing price quoted on any exchange on which the Common Stock may
be listed at the time of exercise of this Warrant or the closing
price as reported by the NASDAQ National Market System at that time)
as published in the Western Edition of The Wall Street Journal for the ten
trading days prior to the date of determination of the market value; or
(2) If the Common Stock is not traded over-the-counter or an on
exchange at the time of exercise, the fair market value of the Common
Stock per share shall be determined by the Company's Board of Directors in
good faith. In the event the Holder disagrees with the Board's
determination, the Holder shall so notify the Company of its disagreement
within five business days from receipt of notice of the
Board's determination, and the dispute shall be submitted to binding
arbitration in Santa Clara County in accordance with the rules of
the American Arbitration Association.
(c) Notwithstanding any provision herein to the contrary, prior to
September 11, 1993, the maximum number of shares issuable upon exercise
of this Warrant shall not exceed a number which, when taken together
with all other shares of Common Stock "beneficially owned" by the Holder
(as defined in Rule 13d-3 under the Securities Exchange Act
of 1934, as amended), would constitute greater than five
percent (5%) of the outstanding shares of Common Stock (as
reported in the most recent quarterly or annual report of
the Company filed with the Securities and Exchange
Commission); provided, that the foregoing limitation (i)
shall terminate on the date of any notice described in
Section 3.4 hereof, and (ii) shall not be deemed to affect
in any respect any adjustment required by Section 3 hereof.
2. Shares to be Fully Paid; Reservation of Shares.
The Company covenants and agrees that all shares of Common Stock which
may be issued upon the exercise of the rights represented by this
Warrant will, upon issuance, be duly authorized, validly issued,
fully paid and nonassessable and free from all preemptive rights of any
shareholder and free of all taxes, liens and charges with respect to the
issue thereof. The Company further covenants and agrees that
during the period within which the rights represented by
this Warrant may be exercised, the Company will at all times have
authorized and reserved, for the purpose of issue or transfer upon
exercise of the subscription rights evidenced by this
Warrant, a sufficient number of shares of authorized but unissued
Common Stock, or other securities and property, when and as required to
provide for the exercise of the rights represented by this
Warrant. The Company will take all such action as may be necessary to
assure that such shares of Common Stock may be issued as
provided herein without violation of any applicable law or
regulation, or of any requirements of any domestic securities exchange
upon which the stock may be listed. The Company will not
take any action which would result in any adjustment of the
Stock Purchase Price (as described in Section 3 hereof) if the total
number of shares of Common Stock issuable after such action
upon exercise of all outstanding warrants, together with all
shares of Common Stock then outstanding and all shares of Common Stock then
issuable upon exercise of all options and upon the conversion of all
convertible securities then outstanding, would exceed the total number of
shares of Common Stock then authorized by the Company's Certificate of
Incorporation.
3. Adjustment of Stock Purchase Price and Number of
Shares. The Stock Purchase Price and the number of shares purchasable
upon the exercise of this Warrant shall be subject to
adjustment from time to time upon the occurrence of certain
events described in this Section 3. Upon each adjustment of the Stock
Purchase Price, the Holder of this Warrant shall thereafter be
entitled to purchase, at the Stock Purchase Price resulting
from such adjustment, the number of shares obtained by multiplying the
Stock Purchase Price in effect immediately prior to such
adjustment by the number of shares purchasable pursuant hereto immediately
prior to such adjustment, and dividing the product thereof by the Stock
Purchase Price resulting from such adjustment.
3.1 Subdivision or Combination of Stock. In case
the Company shall at any time subdivide its outstanding
shares of Common Stock into a greater number of shares, the
Stock Purchase Price in effect immediately prior to such
subdivision shall be proportionately reduced, and
conversely, in case the outstanding shares of Common Stock
of the Company shall be combined into a smaller number of
shares, the Stock Purchase Price in effect immediately prior
to such combination shall be proportionately increased.
3.2 Dividends In Common Stock. Other Stock Property.
Reclassification. If at any time or from time to time the
holders of Common Stock (or any shares of stock or other
securities at the time receivable upon the exercise of this
Warrant) shall have received or become entitled to receive,
without payment thereof,
(A) any shares of the Company's Common Stock or any shares
of stock or other securities which are at any time directly
or indirectly convertible into or exchangeable for Common
Stock, or any rights or options to subscribe for, purchase
or otherwise acquire any of the foregoing by way of dividend
or other distribution;
(B) any cash paid or payable otherwise than as a regular
periodic cash dividend at a rate which is substantially
consistent with past practice (or, in the case of an initial
dividend, at a rate which is substantially consistent with
industry practice); or
(C) any Common Stock or other or additional stock or other
securities or property (including cash) by way of spin-off,
split-up, reclassification, combination of shares or similar
corporate rearrangement;
(other than shares of Common Stock issued as a stock split,
adjustments in respect of which shall be covered by the
terms of Section 3.1 above and other than a transaction
provided for in Section 3.3 below), then and in each such
case, the Holder hereof shall, upon the exercise of this
Warrant, be entitled to receive, in addition to the number
of shares of Common Stock receivable thereupon, and without
payment of any additional consideration thereof, the amount
of stock and other securities and property (including cash
in the cases referred to in clauses (B) and (C) above) which
such Holder would hold on the date of such exercise had he
or it been the Holder of record of such Common Stock as of
the date on which holders of Common Stock received or became
entitled to receive such shares and/or all other additional
stock and other securities and property.
3.3 Reorganization, Reclassification, Consolidation,
Merger or Sale. If any capital reorganization of the
capital stock of the Company, or any consolidation or merger
of the Company with another corporation, or the sale of all
or substantially all of its assets to another corporation
shall be effected in such a way that holders of Common Stock
shall be entitled to receive stock, securities or assets
with respect to or in exchange for Common Stock, then, as a
condition of such reorganization, reclassification,
consolidation, merger or sale, lawful and adequate
provisions shall be made whereby the Holder hereof shall
thereafter have the right to purchase and receive (in lieu
of the shares of the Common Stock of the Company immediately
theretofore purchasable and receivable upon the exercise of
the rights represented hereby) such shares of stock,
securities or assets as may be issued or payable with
respect to or in exchange for a number of outstanding shares
of such Common Stock equal to the number of shares of such
stock immediately theretofore purchasable and receivable
upon the exercise of the rights represented hereby. In any
such case, appropriate provision shall be made with respect
to the right and interests of the Holder of this Warrant to
the end that the provisions hereof (including, without
limitation, provisions for adjustments of the Stock Purchase
Price and of the number of shares purchasable and receivable
upon the exercise of this Warrant) shall thereafter be
applicable, as nearly as may be practical, in relation to
any shares of stock, securities or assets thereafter
deliverable upon the exercise hereof.
3.4 Other Notices. If at any time:
(1) the Company shall declare any cash
dividend upon its Common Stock;
(2) the Company shall declare any dividend upon its Common
Stock payable in stock or make any special dividend or other
distribution to the holders of its Common Stock;
(3) the Company shall offer for subscription pro rata to
the holders of its Common Stock any additional shares of
stock of any class or other rights;
(4) there shall be any capital reorganization or
reclassification of the capital stock of the Company, or
consolidation or merger of the Company with, or any other
business combination, in which capital stock representing
more than fifty percent (50%) of the outstanding voting
power of the Company shall be transferred;
(5) there shall be any sale of all or substantially all of
the Company's assets to another corporation;
(6) there shall be a voluntary or involuntary dissolution,
liquidation or winding-up of the Company; or
(7) the Company shall take or propose to take any other
action, notice of which is actually provided to or is
required to be provided, pursuant to any written agreement,
to holders of Common Stock,
then, in any one or more of said cases, the Company shall
give, by first class mail, postage prepaid, addressed to the
Holder of this Warrant at the address of such Holder as
shown on the books of the Company, (a) at least 10 days
prior written notice of the date on which the books of the
Company shall close or a record shall be taken for such
dividends, distribution or subscription rights or for
determining rights to vote in respect of any such
reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding-up, and (b) in the
case of any such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or
winding-up, at least 10 days prior written notice of the
date when the same shall take place. Any notice given in
accordance with the foregoing clause (a) shall also specify,
in the case of any such dividend, distribution or
subscription rights, the date on which the holders of Common
Stock shall be entitled thereto. Any notice given in
accordance with the foregoing clause (b) shall also specify
the date on which the holders of Common Stock shall be
entitled to exchange their stock for securities or other
property deliverable upon such reorganization,
reclassification, consolidation, merger, sale, dissolution,
liquidation or winding-up, as the case may be.
3.5 Certain Events. If any change in the outstanding
Common Stock of the Company or any other event occurs as to
which the other provisions of this Section 3 are not
strictly applicable or if strictly applicable would not
fairly protect the purchase rights of the Holder of the
Warrant in accordance with the essential intent and
principles of such provisions, then the Board of Directors
of the Company shall make an adjustment in the number and
class of shares available under the Warrant, the Stock
Purchase Price and/or the application of such provisions, in
accordance with such essential intent and principles, so as
to protect such purchase rights as aforesaid. The adjustment
shall be such as will give the Holder of the Warrant upon
exercise for the same aggregate Stock Purchase Price the
total number, class and kind of shares as he or it would
have owned had the Warrant been exercised prior to the event
and had he or it continued to hold such shares until after
the event requiring adjustment.
4. Issue Tax. The issuance of certificates for shares
of Common Stock upon the exercise of the Warrant shall be
made without charge to the Holder of the Warrant for any
issue tax in respect thereof; provided, however, that the
Company shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance
and delivery of any certificate in a name other than that of
the then Holder of the Warrant being transferred.
5. Closing of Books. The Company will at no time close
its transfer books against the transfer of any Warrant or of
any shares of Common Stock issued or issuable upon the
exercise of any Warrant in any manner which interferes with
the timely exercise of this Warrant.
6. Registration Rights. For purposes of Section 7 of the
Agreement for Purchase and Sale of Assets among the Holder,
Comdisco Systems, Inc. and the Company dated June 11, 1993
regarding registration rights, such Section 7 shall apply
fully to the shares of Common Stock issued or issuable upon
exercise of this Warrant and to this Warrant as set forth in
the Letter Agreement dated February 15, 1995.
7. Listing of Common Stock. The Company hereby agrees
that it will take all appropriate actions to ensure that the
Common Stock issued or issuable upon exercise of this
Warrant will be listed (or approved for listing or notice of
issuance as applicable) on the New York Stock Exchange, or
on such other exchange or system upon which the Company's
securities may be traded or quoted at the time of exercise
of this Warrant.
8. Restrictions on Transferability of Securities:
Compliance With Securities Act.
8.1 Restrictions on Transferability. The Warrant
and the Common Stock shall not be transferable except upon
the conditions specified herein and in the Agreement for
Purchase and Sale of Assets dated June 11, 1993 among
Comdisco Systems, Inc., Comdisco, Inc. and Cadence Design
Systems, Inc., which conditions are intended, among other
things, to insure compliance with the provisions of the
Securities Act of 1933, as amended. Each Holder of this
Warrant or the Common Stock issuable hereunder will cause
any proposed transferee of the Warrant or Common Stock to
agree to take and hold such securities subject to the
provisions and upon the conditions specified herein.
8.2 Restrictive Legend. Each certificate representing
this Warrant will have the legend set forth on the first
page hereof.
8.3 Restrictions on Transfer. The Holder of this Warrant
and each person to whom this Warrant is subsequently
transferred represents and warrants to the Company (by
acceptance of such transfer) that it will not transfer the
Warrant (or securities issuable upon exercise hereof) unless
in compliance with the legend set forth on the first page
hereof. In addition, on or before June 10, 1996, this
Warrant may be assigned only in whole and not in part, and
thereafter, this Warrant may be assigned in whole or in
part, except that no partial assignment may be made of the
right to purchase fewer than 100,000 shares of Common Stock.
9. Warrants Transferable. Subject to the provisions
of Section 8, this Warrant and all rights hereunder are
transferable, without charge to the Holder hereof (except
for transfer taxes), upon surrender of this Warrant to the
Company properly endorsed.
10. Rights and Obligations Survive Exercise of Warrant.
The rights and obligations of the Company, of the Holder of
this Warrant and of the Holder of shares of Common Stock
issued upon exercise of this Warrant, contained in Sections
7, 8 and 9 shall survive the exercise of this Warrant.
11. Modification and Waiver. This Warrant and any
provision hereof may be changed, waived, discharged or
terminated only by an instrument in writing signed by the
party against which enforcement of the same is sought.
12. Notices. Any notice, request or other document required
or permitted to be given or delivered to the Holder hereof
or the Company shall be delivered or shall be sent by first
class mail postage prepaid, to each such Holder at its
address as shown on the books of the Company or to the
Company at the address indicated on the first paragraph of
this Warrant.
13. Binding Effect on Successors. This Warrant shall be
binding upon any corporation succeeding the Company by
merger, consolidation or acquisition of all or substantially
all of the Company's assets. All of the obligations of the
Company relating to the Common Stock issuable upon the
exercise of this Warrant shall survive the exercise and
termination of this Warrant. All of the covenants and
agreements of the Company shall inure to the benefit of the
successors and assigns of the Holder hereof.
14. Descriptive Headings and Governing Law. The
descriptive headings of the several sections and paragraphs
of this Warrant are inserted for convenience only and do not
constitute a part of this Warrant. This Warrant shall be
construed and enforced in accordance with, and the rights of
the parties shall be governed by, the laws of the State of
California, without giving effect to the conflict of laws
principles thereof.
15. Lost Warrants or Stock Certificates. The Company
represents and warrants to the Holder hereof that upon
receipt of evidence reasonably satisfactory to the Company
of the loss, theft, destruction or mutilation of any Warrant
or stock certificate and, in the case of any such loss,
theft or destruction, upon receipt of an indemnity
reasonably satisfactory to the Company, or in the case of
any such mutilation upon surrender and cancellation of such
Warrant or stock certificate, the Company at its expense
will make and deliver a new Warrant or stock certificate, of
like tenor, in lieu of the lost, stolen, destroyed or
mutilated Warrant or stock certificate.
16. Fractional Shares. No fractional shares shall be issued
upon exercise of this Warrant. The Company shall, in lieu of
issuing any fractional share, pay the Holder entitled to
such fraction a sum in cash equal to such fraction
multiplied by the then effective Stock Purchase.
IN WITNESS WHEREOF, the Company has caused this Warrant to
be duly executed by its officers, thereunto duly authorized
this 16th day of February, 1995.
CADENCE DESIGN SYSTEMS, INC.
By: /s/H.Raymond Bingham
Name: H. Raymond Bingham
Title: Executive Vice President,
Chief Financial Officer
and Secretary
<PAGE>
FORM OF SUBSCRIPTION
(To be signed only upon exercise of
Warrant)
To: _____________________
The undersigned, the Holder of the within Warrant, hereby
irrevocably elects to exercise the purchase right
represented by such Warrant for, and to purchase thereunder,
(1)________________________(__________) shares of Common Stock
of Cadence Design Systems, Inc. and herewith makes payment
of _________________________ Dollars ($ ) thereof, and requests
that the certificates for such shares be issued in the name of, and
delivered to _____________________________________________________,
whose address is ________________________________________________
_____________________________.
The undersigned represents that it is acquiring such Common
Stock for its own account for investment and not with a view
to or for sale in connection with any distribution thereof
(subject, however, to any requirement of law that the
disposition thereof shall at all times be within its
control).
DATED:
-----------------------------------
(Signature must conform in all
respects to name of Holder as specified on
the face of the Warrant)
---------------------------------------
--------------------------------------
(Address)
______________________
(1)
Insert here the number of shares called for on the face of
the Warrant (or, in the case of a partial exercise, the
portion thereof as to which the Warrant is being exercised),
in either case without making any adjustment for additional
Common Stock or any other stock or other securities or
property or cash which, pursuant to the adjustment
provisions of the Warrant, may be delivered upon exercise.
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned, the Holder of the
within Warrant, hereby sells, assigns and transfers all of
the rights of the undersigned under the within Warrant, with
respect to the number of shares of Common Stock covered
thereby set forth herein below, unto:
Name of Assignee Address No. of Shares
----------------- ---------- -------------
DATED: __________________
________________________________
(Signature must conform in all
respects to name of
Holder as specified on the
face of the Warrant)
<PAGE>
EXHIBIT 5.01
Opinion of Fenwick & West
<PAGE>
March 13, 1995
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 filed by you with the SEC on October 18, 1994
and Amendment No. 2 thereto to be filed by you with the SEC
on or about March 14, 1995 (the "Registration Statement") in
connection with the registration under the Securities Act of
1933, as amended, of up to 1,302,990 shares of your Common
Stock (the "Stock"), 500,000 shares (the "Comdisco Shares")
of which are issued, outstanding and held by Comdisco
Systems, Inc. ("Comdisco Systems"), 300,000 shares (the
"Warrant Shares") of which are issuable upon the exercise of
warrants held by Comdisco Systems (the "Comdisco Warrants"),
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") and 83,650 shares of which are issued,
outstanding and held by James Cherry (the "Parsec Shares").
As your counsel, we have examined the proceedings taken by
you in connection with the issuance of the Comdisco Shares,
the Redwood Shares, the Parsec Shares and the Comdisco
Warrants. It is our opinion that the Comdisco Shares, the
Comdisco Warrants, the Redwood Shares and the Parsec 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 Warrants, 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,
/s/Fenwick & West
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 (except for the matters
discussed in Note 2, as to which the date is January 20, 1995)
included in Cadence Design Systems, Inc.'s Form 10-K/A 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
March 9, 1995
<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. 2 to Registration Statement No. 33-53875 of
Cadence Design Systems, Inc. on Form S-3 of our reports
dated January 27, 1992 and March 9, 1995 (relating to the
consolidated financial statements and related financial
statement schedules of Valid Logic Systems Incorporated, not
presented separately herein) appearing in Amendment No. 1 to the
Annual Report on Form 10-K/A 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
March 9, 1995
