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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 14, 2000
REGISTRATION NO. 333-69589
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO 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 77-0148231
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
2655 SEELY AVENUE, BUILDING 5
SAN JOSE, CALIFORNIA 95134
(Address of Principal Executive Offices) (Zip Code)
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CADENCE DESIGN SYSTEMS, INC.
AMENDED AND RESTATED 2000 NONSTATUTORY EQUITY INCENTIVE PLAN
(Full titles of the Plans)
----------------------
R.L. SMITH MCKEITHEN
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CADENCE DESIGN SYSTEMS, INC.
2655 SEELY AVENUE, BUILDING 5, SAN JOSE, CALIFORNIA 95134
(Name and Address of Agent for Service)
(408) 943-1234
(Telephone number, including area code, of agent for service)
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COPIES TO:
GREGORY J. CONKLIN, ESQ.
GIBSON, DUNN & CRUTCHER LLP
ONE MONTGOMERY STREET, 31ST FLOOR
SAN FRANCISCO, CALIFORNIA 94104
(415) 393-8200
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Securities Proposed Maximum Proposed Maximum Amount of
to be Registered Amount to be Registered(1) Offering Price per Share(2) Aggregate Offering Price(2) Registration Fee(2)
---------------- ----------------------- ------------------------ ------------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, par 20,000,000 shares $23.875 $477,500,000 $126,060.00
value $0.01 per share
======================================================================================================================
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(1) This Registration Statement shall also cover any additional shares of
Common Stock of Cadence Design Systems, Inc. (the "Registrant") which
become issuable under 2000 Stock Option Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an
increase in the number of the outstanding shares of the Registrant's
Common Stock.
(2) Calculated solely for purposes of calculating the amount of the
registration fee under Rule 457(c). The price per share and aggregate
offering price are based upon $23.875, the average of the high and low
sales price of Registrant's Common Stock on November 10, 2000 as
reported on the New York Stock Exchange.
===============================================================================
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EXPLANATORY NOTE
This Registration Statement being filed with the Securities and
Exchange Commission relates to shares of the Registrant's Common stock issuable
under the Registrant's 2000 Nonstatutory Equity Incentive Plan which was
previously reported in a Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on March 27, 2000. This Registration
Statement is being filed to report an amendment and restatement of that plan to
incorporate an increase in the number of shares issuable under that plan from
10,000,000 shares to 30,000,000 shares.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to the instructions to Form S-8, Part I (Information Required
in the Section 10(a) Prospectus) is not filed as part of this Registration
Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In accordance with General Instruction E to Form S-8, the contents of
the Registration Statement on Form S-8 previously filed by the Registrant with
the Securities and Exchange Commission on March 27, 2000 is incorporated herein
by reference and made a part hereof.
Item 8. EXHIBITS
Pursuant to General Instruction E, only those opinions, consents and
other exhibits required by Item 8 are provided, as follows:
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<CAPTION>
EXHIBIT NUMBER EXHIBIT
<S> <C>
5.1 Opinion and consent of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1).
24.1 Power of Attorney (included on the signature pages to this Registration Statement on
Form S-8).
99.1 Amended and Restated 2000 Nonstatutory Equity Incentive Plan.
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Item 9. UNDERTAKING
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 1933 Act; (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; PROVIDED, HOWEVER, that clauses (1)(i) and (l)(ii) shall
not apply if the information required to be included in a post-
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effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into this Registration Statement; (2) that
for the purpose of determining any liability under the 1933 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, and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold upon the termination of the
offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into 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.
C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the indemnity provisions incorporated by reference in
Item 6, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
1933 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 1933 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 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 this 14th day
of November, 2000.
CADENCE DESIGN SYSTEMS, INC.
By: /s/ H. Raymond Bingham
-------------------------------
H. Raymond Bingham*
President, Chief Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints H. Raymond Bingham and R.L. Smith
McKeithen, and each 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.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ H. Raymond Bingham
----------------------------------- President, Chief Executive Officer November 14, 2000
H. Raymond Bingham* and Director (Principal Executive
Officer)
/s/ William Porter
----------------------------------- Senior Vice President, Chief Financial November 14, 2000
William Porter* Officer (Principal Financial Officer
and Principal Accounting Officer)
/s/ Donald L. Lucas
----------------------------------- Chairman of the Board of Directors November 14, 2000
Donald L. Lucas*
----------------------------------- Director November , 2000
Carol A. Bartz
/s/ Dr. Leonard Y.W. Liu
----------------------------------- Director November 14, 2000
Dr. Leonard Y.W. Liu*
/s/ Dr. Alberto Sangiovanni-Vincentelli
----------------------------------- Director November 14, 2000
Dr. Alberto Sangiovanni
-Vincentelli*
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/s/ George M. Scalise
----------------------------------- Director November 14, 2000
George M. Scalise*
/s/ Dr. John B. Shoven
----------------------------------- Director November 14, 2000
Dr. John B. Shoven*
/s/ Roger S. Siboni
----------------------------------- Director November 14, 2000
Roger S. Siboni*
*By: /s/ H. Raymond Bingham November 14, 2000
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Attorney-in-Fact
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NUMBER EXHIBIT
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<S> <C>
5.1 Opinion and consent of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1).
24.1 Power of Attorney (included on the signature pages to this Registration Statement on
Form S-8).
99.1 Amended and Restated 2000 Nonstatutory Equity Incentive Plan.
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