<PAGE>
As filed with the Securities and Exchange Commission on August 29, 1997
Registration No. 333-
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- -------------------------------------------------------------------------------
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
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(Address of principal executive offices)
----------------------
1990 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
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 (650) 843-5000
----------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF SECURITIES TO AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
BE REGISTERED REGISTERED PRICE PER SHARE (1) AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stock Options and
Common Stock (par
value $.01) 2,000,000 $ 46.09375 $ 92,187,500.00 $ 27,935.58
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</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c). The price per share and
aggregate offering price are based upon the average of the high and low
sales price of Registrant's Common Stock on August 22, 1997 as reported
on the New York Stock Exchange.
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<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NOS. 33-43025; 33-48371 AND 33-53913
The contents of Registration Statements on Form S-8 Nos. 33-43025; 33-48371
and 33-53913 filed with the Securities and Exchange Commission on September 30,
1991, June 4, 1992 and May 27, 1994, respectively, are incorporated by reference
herein.
EXHIBITS
EXHIBIT
NUMBER
- -------
5 Opinion of Cooley Godward LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this
Registration Statement
24 Power of Attorney is contained on the signature pages.
II-1
<PAGE>
SIGNATURES
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 August 29, 1997.
CADENCE DESIGN SYSTEMS, INC.
\
By: /s/ Joseph B. Costello
------------------------------
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.
II-2
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Joseph B. Costello President, August 29, 1997
- ----------------------------------- Chief Executive Officer and
(Joseph B. Costello) Director
(Principal Executive Officer)
/s/ H. Raymond Bingham Executive Vice President and August 29, 1997
- ----------------------------------- Chief Financial Officer
(H. Raymond Bingham) (Principal Financial Officer)
/s/ William Porter Vice President, Corporate August 29, 1997
- ----------------------------------- Controller and Assistant Secretary
(William Porter) (Principal Accounting Officer)
/s/ Carol Bartz Director August 29, 1997
- -----------------------------------
(Carol Bartz)
/s/ Leonard Y. W. Liu Director August 29, 1997
- -----------------------------------
(Leonard Y. W. Liu)
/s/ Donald L. Lucas Director and Chairman August 29, 1997
- -----------------------------------
(Donald L. Lucas)
/s/ Alberto Sangiovanni-Vincentelli Director August 29, 1997
- -----------------------------------
(Alberto Sangiovanni-Vincentelli)
/s/ George M. Scalise Director August 29, 1997
- -----------------------------------
(George M. Scalise)
/s/ John B. Shoven Director August 29, 1997
- -----------------------------------
(John B. Shoven)
</TABLE>
II-3
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
5 Opinion of Cooley Godward LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this
Registration Statement
24 Power of Attorney is contained on the signature pages.
<PAGE>
EXHIBIT 5
August 29, 1997
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 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to 2,000,000
shares of the Company's Common Stock, $.01 par value, (the "Shares") pursuant
to its 1990 Employee Stock Purchase Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Certificate of Incorporation and By-laws, 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 Plan, the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ Julia L. Davidson
----------------------------
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 17, 1997
included in Cadence Design Systems, Inc.'s Form 10-K for the year ended December
28, 1996.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
San Jose, California
August 28, 1997
