<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 30, 1996
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
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 of Incorporation) (I.R.S. Employer
Identification No.)
----------------------
CADENCE DESIGN SYSTEMS, INC.
2655 SEELY ROAD, BUILDING 5
SAN JOSE, CA 95134
(408) 943-1234
(Address and telephone number of principal executive offices)
----------------------
OPTIONS ASSUMED BY CADENCE DESIGN SYSTEMS, INC.
ORIGINALLY GRANTED UNDER THE HIGH LEVEL DESIGN SYSTEMS, INC.
1993 STOCK OPTION PLAN AND
1995 SPECIAL NONSTATUTORY STOCK OPTION PLAN
R.L. SMITH MCKEITHEN, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
CADENCE DESIGN SYSTEMS, INC.
2655 SEELY ROAD, BUILDING 5
SAN JOSE, CA 95134
(408) 943-1234
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------
Copies to:
R.L. Smith McKeithen, Esq. Alan C. Mendelson, Esq.
Vice President and General Counsel Cooley Godward LLP
Cadence Design Systems, Inc. Five Palo Alto Square
2655 Seely Road, Building 5 3000 El Camino Real
San Jose, CA 95134 Palo Alto, CA 94306
(408) 943-1234 (415) 843-5000
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM OFFERING MAXIMUM AGGREGATE
TITLE OF SECURITIES AMOUNT TO BE PRICE PER SHARE OFFERING PRICE AMOUNT OF REGISTRATION
TO BE REGISTERED REGISTERED (1) (1) FEE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and Common 601,480 $4.55 - $36.36 $10,749,805.51 $3,258
Stock (par value $.01)
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</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee. The offering price is based upon the exercise prices for
shares previously granted under the High Level Design Systems, Inc. 1993
Stock Option Plan (535,480 shares at prices ranging from $4.5455 to
$36.3636 per share) and the High Level Design Systems, Inc. 1995 Special
Nonstatutory Stock Option Plan (66,000 shares at a price of $15.2273 per
share), pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Act").
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
<PAGE>
The stock options to be registered hereunder have been assumed by Cadence
Design Systems, Inc. ("Cadence") pursuant to an Agreement and Plan of Merger and
Reorganization, dated as of October 3, 1996, among Cadence, Harbor Acquisition
Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Cadence, and
High Level Design Systems, Inc., a Delaware corporation ("HLDS"). These options
were originally granted to employees and consultants of HLDS under the 1993
Stock Option Plan and the 1995 Special Nonstatutory Stock Option Plan.
2.
<PAGE>
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Cadence with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement:
(a) Cadence's Annual Report on Form 10-K for the fiscal year ended
December 30, 1995, including all material incorporated by reference therein;
(b) Cadence's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 30, 1996, including all material incorporated by reference therein;
(c) Cadence's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 29, 1996, including all material incorporated by reference therein;
(d) Cadence's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 28, 1996, including all material incorporated by reference
therein;
(e) Cadence's Current Report on Form 8-K filed with the Commission on
February 16, 1996;
(f) Cadence's Current Report on Form 8-K filed with the Commission on
November 7, 1996;
(g) The description of Cadence's Preferred Share Purchase Rights
contained in the Registration Statement on Form 8-A filed with the Commission on
February 16, 1996; and
(h) The description of Cadence's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on August 29, 1990.
All reports and other documents subsequently filed by Cadence pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part of this registration statement
from the date of the filing of such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. 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
1.
<PAGE>
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
provision in a way that is adverse to such directors, officers and employees.
The Registrant has entered into indemnity agreements with each of
its directors and certain of it officers 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 such
officers and directors will be indemnified to the fullest possible extent not
prohibited by law against all expenses (including attorneys' 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 certain of its officers or
each of its directors, may be sufficiently broad to permit indemnification of
the Registrant's officers and directors for liability arising under the
Securities Act of 1933, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24 Power of Attorney is contained on the signature pages.
99.1* 1993 Stock Option Plan, Form of Notice of Stock Option Grant and
Form of Stock Option Plan Agreement.
99.2* 1995 Special Nonstatutory Stock Option Plan, Form of Notice of Stock
Option Grant and Form of Stock Option Plan Agreement.
* Documents incorporated by reference from Cadence's Registration
Statement on Form S-4 (Registration No. 333-15771) filed with the
Securities and Exchange Commission on November 14, 1996.
ITEM 9. UNDERTAKINGS
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
2.
<PAGE>
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
PROVIDED, HOWEVER, that paragraphs (a)(i) and (a)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the issuer pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. 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 in Item 6 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.
3.
<PAGE>
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Jose, State of
California, on December 30, 1996.
Cadence Design Systems, Inc.
/s/ Joseph B. Costello
By: ______________________________________
Joseph B. Costello
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph B. Costello, H. Raymond Bingham
and R.L. Smith McKeithen, and each or any one of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ Joseph B. Costello President, December 30, 1996
- ---------------------- Chief Executive Officer
Joseph B. Costello and Director
(Principal Executive Officer)
/s/ H. Raymond Bingham Executive Vice President December 30, 1996
- ---------------------- and Chief Financial Officer
H. Raymond Bingham (Principal Financial Officer)
/s/ William Porter
- ----------------------- Vice President, Corporate December 30, 1996
William Porter Controller and Assistant
Secretary (Principal
Accounting Officer)
/s/ Carol Bartz Director December 30, 1996
- ------------------------
Carol Bartz
/s/ Henry E. Johnston Director December 30, 1996
- ------------------------
Henry E. Johnston
/s/ Dr. Leonard Y.W. Liu Director December 30, 1996
- ------------------------
Dr. Leonard Y.W. Liu
/s/ Donald L. Lucas Director December 30, 1996
- ------------------------
Donald L. Lucas
/s/ Dr. Alberto Sangiovanni- Director December 30, 1996
Vincentelli
- ------------------------
Dr. Alberto Sangiovanni-
Vincentelli
/s/ George M. Scalise Director December 30, 1996
- ------------------------
George M. Scalise
/s/ Dr. John B. Shoven Director December 30, 1996
- ------------------------
Dr. John B. Shoven
/s/ James E. Solomon Director December 30, 1996
- ------------------------
James E. Solomon
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24 Power of Attorney is contained on the signature pages.
99.1* 1993 Stock Option Plan, Form of Notice of Stock Option Grant and Form
of Stock Option Plan Agreement.
99.2* 1995 Special Nonstatutory Stock Option Plan, Form of Notice of Stock
Option Grant and Form of Stock Option Plan Agreement.
* Documents incorporated by reference from Cadence's Registration
Statement on Form S-4 (Registration No. 333-15771) filed with the
Securities and Exchange Commission on November 14, 1996.
<PAGE>
EXHIBIT 5.1
[Letterhead]
December 30, 1996
Cadence Design Systems, Inc.
2655 Seely Road
Building 5
San Jose, CA 95134
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Cadence Design Systems, Inc. (the "Company") of a
Registration Statement on Form S-8 on or about December 27, 1996 (the
"Registration Statement") with the Securities and Exchange Commission covering
the offering of up to six hundred one thousand four hundred eighty (601,480)
shares of the Company's Common Stock, $.01 par value per share (the "Shares")
issuable upon exercise of options originally granted by High Level Design
Systems, Inc., a wholly-owned subsidiary of the Company, under its 1993 Stock
Option Plan and 1995 Special Nonstatutory Stock Option Plan (the "Plans").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Certificate of Incorporation and Bylaws, as amended,
and such other documents, records, certificates, memoranda and other instruments
as we deem necessary as a basis for this opinion. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof, and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plans and the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
Julia L. Davidson
<PAGE>
EXHIBIT 23.1
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 19, 1996
included in Cadence Design Systems, Inc.'s Form 10-K for the year ended
December 30, 1995.
ARTHUR ANDERSEN LLP
San Jose, California
December 27, 1996
