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As filed with the Securities and Exchange Commission on October 9, 1998
REGISTRATION NO. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CADENCE DESIGN SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 77-01-8231
(State of Incorporation) (I.R.S. Employer
Identification No.)
CADENCE DESIGN SYSTEMS, INC.
2655 SEELY ROAD, BUILDING 5
SAN JOSE, CALIFORNIA 95134
(408) 943-1234
(Address of Principal Executive Offices)
OPTIONS ASSUMED BY CADENCE DESIGN SYSTEMS, INC.
ORIGINALLY GRANTED UNDER THE
INCENTIVE STOCK OPTION PLAN AND
1996 INCENTIVE STOCK OPTION PLAN
OF AMBIT DESIGN SYSTEMS, INC. AND
CERTAIN NON-PLAN OPTIONS
OF AMBIT DESIGN SYSTEMS, INC.
(Full Titles of the Plans)
R.L. SMITH MCKEITHEN, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
CADENCE DESIGN SYSTEMS, INC.
2655 SEELY ROAD, BUILDING 5
SAN JOSE, CALIFORNIA 95134
(408) 943-1234
(Name, Address, including zip code, and Telephone Number,
including zip code, of Agent for Service)
COPIES TO:
R.L. SMITH MCKEITHEN, ESQ. KENNETH A. LINHARES, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL FENWICK & WEST LLP
CADENCE DESIGN SYSTEMS, INC. TWO PALO ALTO SQUARE
2655 SEELY ROAD, BUILDING 5 PALO ALTO, CALIFORNIA 94306
SAN JOSE, CALIFORNIA 95134 (650) 494-0600
(408) 943-1234
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED PROPOSED AMOUNT
SECURITIES TO BE AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE OF
REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock 943,092(1) 19.8887(2) 18,756,873(2) $5,533.28
(par value $.01)
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(1) Shares subject to options assumed as of September 30, 1998.
(2) Weighted average exercise price of outstanding options assumed as of
October 9, 1998.
The stock options to be registered hereunder have been assumed by
Cadence Design Systems, Inc. ("Cadence" or the "Registrant") pursuant to an
Agreement and Plan of Reorganization, dated as of September 3, 1998, among
Cadence, Adirondack Transaction Corp., Inc., a Delaware corporation and
wholly-owned subsidiary of Cadence, and Ambit Design Systems, Inc., a
Delaware corporation ("Ambit"). These options were originally granted to
directors, employees and consultants of Ambit and/or Ambit's subsidiaries
under the Ambit Incentive Stock Option Plan, the Ambit 1996 Incentive Stock
Option Plan and pursuant to certain stock options not granted under such
plans.
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Cadence Design Systems, Inc. (the
"Company" or the "Registration") with the Securities and Exchange Commission
are incorporated by reference into this Registration Statement:
(a) Cadence's Annual Report on Form 10-K for the fiscal year ended
January 3, 1998, including all material incorporated by reference therein;
(b) Cadence's Quarterly Report on Form 10-Q for the fiscal quarter
ended April 4, 1998, including all material incorporated by reference therein;
(c) Cadence's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 4, 1998, including all material incorporated by reference therein;
(d) Cadence's Current Report on Form 8-K filed with the Commission on
August 4, 1998;
(e) 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
(f) 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 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 directly and officer liability insurance
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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 its 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 EXHIBIT TITLE
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4.01 (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 the
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 the 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 S-1 Registration Statement (No. 33-23107)
originally filed on July 18, 1988).
(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 Current Report
on Form 8-K (No. 0-15867) originally filed on June 12, 1989
(the "1989 Form 8-K")).
(e) 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 1989 Form 8-K.
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(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) to the
Registrant's Form 10-K (No. 1-10606) for the year ended
December 31, 1991.)
4.02 The Registrant's Bylaws, as currently in effect (incorporated by
reference to Exhibit 3.02 to the 1987 Form S-1 and as amended by
Exhibit 3-b to the 1989 Form 8-K).
4.03 Specimen Certificate of the Registrant's Common Stock (incorporated
by reference to Exhibit 4.01 to 1991 Form S-4).
4.04 Rights Agreement, dated as of February 9, 1996, between the
Registrant and Harris Trust and Savings Bank which includes as
exhibits thereto the Certificate of Designation for the Series A
Junior Participating Preferred Stock, the form of Rights
Certificate, and the Summary of Rights to Purchase Preferred Shares
(incorporated by reference to Exhibit 1A, 1B, and 1C to the
Registrant's Current Report on Form 8-K filed on February 16, 1996).
5.01 Opinion of Cadence Design Systems, Inc Legal Counsel
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Cadence Design Systems, Inc Legal Counsel (contained in
Exhibit 5.1 to this Registration Statement)
ITEM 9. 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;
(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.
(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 (1)(i) and (1)(ii) above do not apply
if the Registration Statement is on Form S-3 or Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant 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 therein and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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(3) To remove from registration by means of a post-effective amendment
any of the securities being registered that 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 (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 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 discussed in Item 6 hereof, or
otherwise, the Registrant has been advised that in the opinion of the
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 hereby, 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.
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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 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
October 9, 1998.
CADENCE DESIGN SYSTEMS, INC.
By: /s/ John R. Harding
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John R. Harding
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John R. Harding, H. Raymond Bingham and
R.L. Smith McKeithen, and each or any one of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her 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 or she 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.
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/ John R. Harding President, Chief Executive Officer and Director October 9, 1998
- --------------------------------------- (Principal Executive Officer)
John R. Harding
/s/ H. Raymond Bingham Executive Vice President, Chief Financial Officer October 9, 1998
- --------------------------------------- and Director (Principal Financial Officer)
H. Raymond Bingham
/s/ William Porter Vice President, Corporate Controller and October 9, 1998
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William Porter Officer)
/s/ Carol A. Bartz Director October 9, 1998
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Carol A. Bartz
/s/ Dr. Leonard Y. W. Liu Director October 9, 1998
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Dr. Leonard Y. W. Liu
/s/ Donald L. Lucas Director and Chairman October 9, 1998
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Donald L. Lucas
/s/ Dr. Alberto Sangiovanni-Vincentelli Director October 9, 1998
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Dr. Alberto Sangiovanni-Vincentelli
/s/ George M. Scalise Director October 9, 1998
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George M. Scalise
/s/ Dr. John B. Shoven Director October 9, 1998
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Dr. John B. Shoven
</TABLE>
5
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EXHIBIT 5.01
October 9, 1998
Cadence Design Systems, Inc.
2655 Seely Road
San Jose, CA 95134
Gentlemen/Ladies:
I have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by Cadence Design Systems, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission") on
or about October 9, 1998, in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 943,092 shares of the
Company's Common Stock, par value $.01 per share (the "Stock"), subject to
issuance by the Company upon the exercise of:
(a) stock options granted under the Stock Option Plan (the "Plan") of
Ambit Design Systems, Inc., a California corporation ("Ambit"), which are
being assumed by the Company pursuant to the terms of the Agreement and Plan
of Reorganization dated September 3, 1998 entered into among the Company,
Adirondack Transaction Corp., a Delaware corporation, and Ambit Design
Systems, Inc., a Delaware corporation (the "Plan of Reorganization");
(b) stock options granted under the 1996 Stock Option Plan (the "1996
Plan") of Ambit, which are being assumed by the Company pursuant to the terms
of the Plan of Reorganization;
(c) stock options granted by Ambit other than under the Plan and the
1996 Plan ("Non-plan Options"), which are being assumed by the Company
pursuant to the terms of the Plan of Reorganization;
As the Company's counsel, I have examined the proceedings taken by the
Company in connection with the assumption by the Company of the outstanding
options under the Plan and the 1996 Plan, and the outstanding Non-plan
Options. As to matters of fact relevant to this opinion, I have relied solely
upon my examination of the matters and documents referred to above.
Based upon the foregoing, it is my opinion that the 943,092 shares of
Stock that may be issued and sold by the Company upon the exercise (a) stock
options assumed under the Plan and the 1996 Plan, and (b) Non-Plan Options
assumed pursuant to the Plan of Reorganization, when issued and sold in
accordance with the applicable plan and the applicable stock option
agreements, will be legally issued, fully paid and nonassessable.
<PAGE>
Cadence Design Systems, Inc.
October 9, 1998
Page 2
I consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references thereto in the Registration
Statement and any amendments thereto.
Very truly yours,
/s/ Michael J. Casey
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Michael J. Casey,
Associate General Counsel
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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 23, 1998
included in Cadence Design Systems, Inc.'s Form 10-K for the year ended
January 3, 1998.
/s/ Arthur Andersen LLP
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ARTHUR ANDERSEN LLP
San Jose, California
October 9, 1998
