<PAGE>
As filed with the Securities and Exchange Commission on August 30, 1996
Registration No. 33-___________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
COOPER & CHYAN TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Is Charter)
DELAWARE 77-0409778
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1601 SOUTH DE ANZA BOULEVARD
CUPERTINO, CALIFORNIA 95014
(Address of Principal Executive Offices)
UNICAD, INC. STOCK OPTION PLAN
(Full Title of the Plan)
JOHN R. HARDING
PRESIDENT AND CHIEF EXECUTIVE OFFICER
COOPER & CHYAN TECHNOLOGY, INC.
1601 SOUTH DE ANZA BOULEVARD
CUPERTINO, CALIFORNIA 95014
(408) 366-6966
(Name, Address and Telephone Number of Agent For Service)
COPIES TO:
Richard L. Dickson, Esq.
Tram T. Phi, Esq.
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par 71,273(1) $0.1737(2) $12,377.56(3) $100.00
value per share
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Shares of Registrant's Common Stock issuable upon exercise of outstanding
options as of August 28, 1996 under the Stock Option Plan for the benefit
of employees of, and other service providers to, Registrant's wholly
owned subsidiary.
(2) Weighted average per share exercise price for such outstanding options
pursuant to Rule 457(h)(1).
(3) Actual Aggregate Offering Price based upon the number and exercise prices
of all outstanding options.
This Registration Statement, including exhibits, consists of 31
sequentially numbered pages. The Exhibit Index appears on sequentially numbered
page 9.
1
<PAGE>
COOPER & CHYAN TECHNOLOGY, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
- ------ ---------------------------------------
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's latest Annual Report on Form 10-K, file
number 0-26750, filed on March 29, 1996, pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "EXCHANGE ACT"), which contains
audited financial statements for the Registrant's fiscal
year ended December 31, 1995.
(b)(1) The Registrant's Quarterly Report on Form 10-Q filed on May
13, 1996, filed pursuant to Section 13 or 15(d) of the
Exchange Act, which contains unaudited financial statements
for the Registrant's quarter ended March 31, 1996.
(b)(2) The Registrant's Quarterly Report on Form 10-Q filed on
August 14, 1996, filed pursuant to Section 13 or 15(d) of
the Exchange Act, which contains unaudited financial
statements for the Registrant's six months ended June 30,
1996.
(c) The description of the Registrant's Common Stock contained
in the Registrant's registration statement filed with the
Commission under Section 12 of the Exchange Act, including
any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities registered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof from the date
of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
- ------- -------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
- ------ --------------------------------------
Not applicable.
2
<PAGE>
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 to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director to
the fullest extent permitted by law. 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 and hold harmless its directors and
officers to the fullest extent permitted by law in any action, suit or
proceeding (a "proceeding"); provided that the Registrant shall indemnify any
such person seeking indemnity in connection with a proceeding initiated by such
person only if such proceeding was authorized by its Board of Directors, (ii)
the Registrant is required to pay all expenses incurred by a director or officer
in defending a proceeding in advance of its final disposition; provided that if
the Delaware General Corporation Law so requires, such advance payments shall
only be made if such director or officer delivers an undertaking to the
Registrant to repay all amounts so advanced if it should ultimately be
determined that such director or officer is not entitled to be indemnified;
provided further, that the Registrant shall not be required to advance any
expenses to a person against whom the Registrant directly brings a claim, in a
proceeding, alleging that such person has breached his or her duty of loyalty to
the Registrant, committed an act or omission not in good faith or that involves
intentional misconduct or a knowing violation of law, or derived an improper
personal benefit from a transaction; (iii) the rights conferred in the Bylaws
are not exclusive and the Registrant is free at its discretion to indemnify or
advance expenses to persons whom the Registrant is not obligated to indemnify or
advance expenses to under the Bylaws; (iv) the Board of Directors is authorized
to cause the Registrant to enter into indemnification agreements with any
director, officer, employee or agent of the Registrant; and (v) the Registrant
may not retroactively amend, repeal or modify the Bylaw provisions relating to
indemnity.
The Registrant's policy is to enter into indemnity agreements with
each of its directors and officers. The indemnity agreements provide that the
Registrant must maintain in effect directors' and officers' liability insurance,
unless such insurance is not available on reasonable terms. The indemnity
agreements also provide that directors and officers shall be indemnified against
any and all expenses and liabilities of any type whatsoever, including
judgments, fines, ERISA excise taxes or penalties, and amounts paid in
settlement actually and reasonably incurred by them in any proceeding other than
derivative actions by or in the right of the Registrant. The indemnity
agreements provide that in the case of any derivative actions, directors and
officers shall be indemnified against any expenses and amounts paid in
settlement actually and reasonably incurred by them; except that no
indemnification is available if a director or officer is finally adjudged to be
liable to the Registrant by a court of competent jurisdiction due to willful
misconduct of a culpable nature in the performance of his or her duty to the
Registrant, unless the Court of Chancery or the court in which the derivative
action was brought determines that despite the adjudication of liability the
circumstances of the case indicate that such person is entitled to indemnity in
the amount the court deems proper. The indemnity agreements require a director
or officer to reimburse the Registrant for expenses advanced only to the extent
it is ultimately determined that the director or officer is not entitled to be
indemnified for such expenses under his or her indemnity agreement, the
Registrant's Certificate
3
<PAGE>
of Incorporation or Bylaws, the General Corporation Law of Delaware, or
otherwise. The indemnity agreements provide that it is not exclusive of any
rights a director or officer may have under any provision of law, the
Registrant's Certificate of Incorporation or Bylaws, the vote of the
Registrant's stockholders or disinterested directors, other agreements or
otherwise.
The Registrant will not be obligated pursuant to the indemnity
agreements to indemnify or advance expenses to a director or officer with
respect to proceedings or claims: (i) initiated by the director or officer and
not by way of defense, except with respect to proceedings authorized by the
Board of Directors or brought to establish or enforce a right to indemnification
under the agreement, Bylaws or charter documents of the Registrant, or any law
or statute; (ii) initiated by the director or officer to enforce or interpret
the agreement, if a court of competent jurisdiction determines that each of the
material assertions of the director or officer was frivolous or not made in good
faith; or (iii) brought by the Registrant against the director or officer for
willful misconduct, unless a court of competent jurisdiction determines that
each of such claims was frivolous or not made in good faith. The Registrant also
will not be obligated pursuant to the agreements to indemnify or advance
expenses to a director of officer: (i) for any amounts paid in settlement of a
proceeding unless the Registrant consents in advance to such settlement; (ii) on
account of any suit in which judgment is rendered against the director or
officer for an accounting of profits made from the purchase or sale by the
director or officer of securities of the Registrant pursuant to the provisions
of Section 16(b) of the Securities and Exchange Act of 1934 or similar
provisions of any federal, state or local statutory law or in any situation
which is contrary to any undertaking given by the Registrant to the Securities
and Exchange Commission; (iii) on account of conduct by the director or officer
from which is finally adjudged to have been knowingly fraudulent or deliberately
dishonest, or to constitute willful misconduct or a knowing violation of the
law; (iv) on account of conduct by the director or officer from which he or she
derived an improper personal benefit; (v) on account of conduct that constituted
a breach of the director's or officer's duty of loyalty to the Registrant or its
stockholders; or (vi) if a final decision by a court having jurisdiction in the
matter shall determine that such indemnification is not lawful.
The indemnification provision in the Bylaws, and the indemnity
agreements entered into between the Registrant and its directors and officers,
may be sufficiently broad to permit indemnification of the Registrant's
directors and officers for liabilities arising under the Securities Act.
As authorized by the Registrant's Bylaws, the Registrant, with
approval by the Registrant's Board of Directors, applied for, and obtained,
directors and officers liability insurance with a per claim and annual aggregate
coverage limit of $5,000,000.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
- ------ -----------------------------------
Not applicable.
4
<PAGE>
<TABLE>
<CAPTION>
ITEM 8. EXHIBITS.
- ------ --------
<C> <S>
4.01 UniCAD, Inc. Stock Option Plan assumed by the Registrant in
connection with the acquisition of UniCAD.
4.02 Form of Stock Option Grant for use in connection with the UniCAD,
Inc. Stock Option Plan.
4.03 Form of Shareholders' Agreement for use in connection with the
UniCAD, Inc. Stock Option Plan.
4.04 Form of Cooper & Chyan Technology, Inc. Stock Option Grant
evidencing assumed UniCAD options.
4.05 Registrant's Certificate of Incorporation (incorporated herein by
reference to Exhibit 3.01 of the Registrant's Registration
Statement on Form S-1 (No. 33-96640) originally filed on
September 6, 1995, and as subsequently amended on October 30,
1995 (the "Form S-1")).
4.06 Registrant's Certificate of Designation of Series A Preferred
Stock filed with the Secretary of State of Delaware on August 24,
1995 (incorporated herein by reference to Exhibit 3.02 of the
Form S-1).
4.07 Registrant's Certificate of Elimination of Series A Preferred
Stock filed with the Secretary of State of Delaware (incorporated
herein by reference to Exhibit 3.04 of Registrant's Form 10-K
filed on March 29, 1996).
4.08 Registrant's Bylaws (incorporated herein by reference to Exhibit
3.03 of the Form S-1).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Ernst & Young LLP, independent Public Accountants.
23.02 Consent of Fenwick & West LLP (included in Exhibit 5.01).
24.01 Power of Attorney (see page 8).
</TABLE>
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 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.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration
5
<PAGE>
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.
(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 to deliver or
cause to be delivered with the prospectus, to each person to whom the prospectus
is sent or given, the latest annual report, to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and, where interim financial information required to be
presented by Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the prospectus is sent
or given, the latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial information.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 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 Securities and Exchange Commission such indemnification is against public
policy as expressed in the 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 Act and
will be governed by the final adjudication of such issue.
6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Cupertino, State of California, on the 30th day of
August, 1996.
COOPER & CHYAN TECHNOLOGY, INC.
By: /s/ Robert D. Selvi
-------------------------
Robert D. Selvi
Chief Financial Officer
7
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints John R. Harding and Robert D. Selvi, and each of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution, 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 on Form S-8, and to file the same with all
exhibits thereto and all 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 and about the premises, as fully to
all intents and purposes as he or it might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or his or their substitute or substitutes, 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>
PRINCIPAL EXECUTIVE OFFICER:
/s/ John R. Harding
- ------------------------- President, Chief Executive Officer August 30, 1996
John R. Harding and Director
PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:
/s/ Robert D. Selvi
- ------------------------- Vice President and Chief Financial August 30, 1996
Robert D. Selvi Officer
ADDITIONAL DIRECTORS:
/s/ David Chyan
- ------------------------- Executive Vice President, Product August 30, 1996
David Chyan Development and Director
/s/ John F. Cooper
- ------------------------- Chairman of the Board and Chief August 30, 1996
John F. Cooper Technical Officer
/s/ Mary I. Cooper
- ------------------------- Vice President, Administration, August 30, 1996
Mary I. Cooper Secretary and Director
- ------------------------- Director August __, 1996
James Fiebiger
- ------------------------- Director August __, 1996
Yoshikazu Hori
</TABLE>
8
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Numbered
Exhibit No. Description Page
- ---------- ----------- ----
<S> <C>
4.01 UniCAD, Inc. Stock Option Plan assumed by the Registrant in connection
with the acquisition of UniCAD.
4.02 Form of Stock Option Grant for use in connection with the UniCAD, Inc.
Stock Option Plan.
4.03 Form of Shareholders' Agreement for use in connection with the UniCAD,
Inc. Stock Option Plan.
4.04 Form of Cooper & Chyan Technology, Inc. Stock Option Grant evidencing
assumed UniCAD options.
4.05 Registrant's Certificate of Incorporation (incorporated herein by reference
to Exhibit 3.01 of the Registrant's Registration Statement on Form S-1
(No. 33-96640) originally filed on September 6, 1995, and as subsequently
amended on October 30, 1995 (the "Form S-1")).
4.06 Registrant's Certificate of Designation of Series A Preferred Stock filed
with the Secretary of State of Delaware on August 24, 1995 (incorporated herein
by reference to Exhibit 3.02 of the Form S-1).
4.07 Registrant's Certificate of Elimination of Series A Preferred Stock filed
with the Secretary of State of Delaware (incorporated herein by reference to
Exhibit 3.04 of Registrant's Form 10-K filed on March 29, 1996).
4.08 Registrant's Bylaws (incorporated herein by reference to Exhibit 3.03 of the
Form S-1).
5.01 Opinion of Fenwick & West LLP.
23.01 Consent of Ernst & Young LLP, independent Public Accountants.
23.02 Consent of Fenwick & West LLP (included in Exhibit 5.01).
24.01 Power of Attorney (see page 8).
</TABLE>
<PAGE>
Exhibit 4.01
STOCK OPTION PLAN
-----------------
The purpose of the UniCAD, INC. Stock Option Plan (the "Plan") is (i) to
authorize the Board of Directors (the "Board") to provide for the grant of
incentive stock options and nonqualified stock options ("Options") to designated
directors, officers, employees and associates (hereinafter collectively referred
to as "associates") of UniCAD, INC. (hereinafter referred to as the "Company").
The Company believes that the Plan will cause the participants to perform at
increasing levels of effectiveness and to contribute materially to the growth of
the Company.
1. Administration
--------------
The Plan shall be administered and interpreted by the Board. The
Board may delegate some or all of its authority to administer and interpret the
Plan to a committee consisting of not less than two persons appointed by the
Board of Directors from among its members. The Board shall determine (i)
associates to whom Options shall be granted under the Plan, (ii) the type,
number of shares and terms of the Options to be granted to each individual
selected, (iii) the duration of the exercise period and (iv) any other matters
arising under the Plan. The Board shall have full power and authority to
administer and interpret the Plan and to adopt or amend such rules, regulations,
agreements and instruments for implementing the Plan and for conduct of its
business as it deems necessary or advisable in its sole discretion. The Board's
interpretations of the Plan and all determinations made by the Board pursuant to
the powers vested in it hereunder shall be conclusive and binding on all persons
having any interests in the Plan or in any Options granted hereunder.
2. Grants
------
Grants of Options under the Plan (hereinafter collectively referred to
as "Grants") shall be subject to the terms and conditions set forth herein and
to those other terms and conditions consistent with this Plan as the Board deems
appropriate and as are specified in writing, by the Board to the Grantee (as
defined below) (the "Grant Letter"). The Board shall approve the form and
provisions of each Grant Letter. Grants under the Plan need not be uniform as
among the individual Grantees.
3. Shares Subject to the Plan
--------------------------
(a) The equity securities to be subject to Options granted under the
Plan shall be shares of common stock of the Company par value $.01 per share
("Common Stock"). Subject to the adjustment specified below, the aggregate
number of shares of Common Stock that may be issued under Options granted
pursuant to the Plan's 470,000 shares. The Board may increase the number of
shares that may be issued under the Plan. The shares may be authorized but
unissued shares or treasury shares. If and to the extent Options granted under
the Plan terminate, expire, or cancel without having been exercised, the shares
subject to such Options shall again be available for purposes of the Plan.
<PAGE>
(b) If there is any change in the number or kind of shares of Common
Stock through the declaration of stock dividends, or through a recapitalization,
stock splits, or combinations or exchanges of such shares, or merger,
reorganization or consolidation of the Company, reclassification or change in
par value or by reason of any other extraordinary or unusual events, the number
of shares of Common Stock available for Grants and the number of such shares
covered by outstanding Grants, and the price per share or the applicable market
value of such Grants, may be proportionately adjusted by the Board, as its
discretion, to reflect any increase or decrease in the number or kind of issued
shares of Common Stock, if in the judgment of the Board such change,
distribution or other event would significantly dilute the rights of Grantees
(as defined below) hereunder, provided, however, that any fraction shares
resulting from such adjustment shall be eliminated. Any adjustments determined
by the Board shall be final, binding and conclusive.
4. Eligibility of Participation
----------------------------
Associates of the Company designated by the Board shall be eligible to
participate in the Plan (hereinafter referred to individually as the
"Participant" and collectively as the "Participants"). The Board shall select
the individuals to whom Grants are to be made (the "Grantees") from among the
Participants and determine the number of shares of Common Stock subject to a
particular Grant. Nothing contained in this Plan shall be construed to limit
the right of the Company to grant options otherwise in connection with the
acquisition, by purchase, lease, merger, consolidation, or otherwise, of the
business or assets of any corporation, firm or association, including options
granted to associates thereof who become associates of the Company, or for other
proper corporate purpose.
5. Granting of Options
-------------------
(a) Number of Shares. The Board may grant to each Grantee such number
----------------
of Options as it shall determine in its sole discretion. The Board, in its sole
discretion, may provide a greater amount of Options to any Grantee at any time.
(b) Type of Option and Price. The Board may grant options qualifying
------------------------
as incentive stock options ("Incentive Stock Options") within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") and/or
other stock options ("Nonqualified Stock Options") in accordance with the terms
and conditions set forth herein or any combination of Incentive Stock Options
and Nonqualified Stock Options. The purchase price of Common Stock subject to
an Incentive Stock Option or a Nonqualified Stock Option shall not be less than
the fair market value of a share of such Stock on the date such Option is
granted unless, with respect to a Nonqualified Stock Option, a lesser price is
prescribed by the Board and specified in the Grant Letter. The "fair market
value" of Common Stock shall be determined in good faith by the Board.
(c) Exercise Period. The Board shall determine the option exercise
---------------
period of each Option; at the end thereof the Option shall expire and all rights
to purchase shares of Common Stock thereunder shall cease. The option exercise
period shall not exceed ten years from the date of Grant.
2
<PAGE>
(d) Exercise of Options. The shares of Common Stock subject to each
-------------------
Option granted hereunder may be purchased only to the extent that the Grantee
has the right to exercise such Option. The exercise period for Options shall be
as determined by the Board and specified in the Grant Letter applicable to the
Grantee. Unless specified otherwise in the Grant Letter, a Grantee's
nonforfeitable interest in the event of death, disability or retirement, prior
to the date on which otherwise fully exercisable, shall be proportionate to the
amount of time from the date of the Grant to the date of such event in
relationship to the date specified in the Grant Letter for exercise.
(e) Manner of Exercise. A Grantee may exercise the exercisable
------------------
portion of an Option, in whole or in part at any time by delivering a written
notice of exercise to the Board with accompanying payment of the option price in
cash.
(f) Termination, Disability or Death.
--------------------------------
(i) In the event the Grantee ceases to be an associate of the
Company, as applicable, for any reason other than death, any Option which is
otherwise exercisable by the Grantee shall terminate unless exercised within
three months and one day (three months in the case of Incentive Stock Options)
of the date on which he ceases to be an associate (or within such other period
of time as may be specified in the Grant Letter), but in any event no later than
the date of expiration of the option exercise period; provided, however, that in
the case of a Grantee who is disabled within the meaning of Section 22(e)(3) of
the Code, such period shall be one year (except as the Board may otherwise
provide in the Grant Letters).
(ii) In the event of the death of the Grantee (i) while he is an
associate of the Company, or (ii) within not more than three months of the date
on which he ceases to be an associate (or within such other period of time as
may be specified in the Grant Letter), any Option which was otherwise
exercisable by the Grantee at the date of death may be exercised by his personal
representative at any time prior to the expiration of one year from the date of
death, but in any event no later than the date of expiration of the option
exercise period.
(g) Limits on Incentive Stock Options. Each Grant of an Incentive
---------------------------------
Stock Option shall provide that it is not transferable by the Grantee otherwise
than by will or the laws of descent and distribution, and is exercisable during
the Grantee's lifetime, only by the Grantee and that the aggregate fair market
value of the Common Stock on the date of the Grant with respect to which
Incentive Stock Options are exercisable for the first time by a Grantee during
any calendar year under the Plan or any other stock option plan of the Company
shall not exceed $100,000. An Incentive Stock Option shall not be granted to
any Participant who, at the time of grant, owns stock possessing more than 10
percent of the total combined voting power of all classes of stock of the
Company or parent of the Company.
6. Transferability of Options and Grants
-------------------------------------
Only a Grantee or his or her authorized legal representative may
exercise rights under a Grant. Such persons may not transfer those rights
except by will or by the laws of descent and distribution. When a Grantee dies,
the personal representative or other person entitled to succeed to the right of
the Grantee ("Successor Grantee") may exercise such rights. A
3
<PAGE>
Successor Grantee must furnish proof satisfactory to the Company of his or her
right to the Grant under the Grantee's will or under the applicable laws of
descent and distribution.
7. Amendment and Termination of the Plan
-------------------------------------
(a) Amendment. The Board of Directors may amend or terminate the Plan
---------
at any time; provided, however, that any amendment that materially increases the
benefits accruing to Participants under the Plan, increases the aggregate number
of shares of Common Stock that may be issued or transferred under the Plan
(other than by operation of Section 3(b)), or materially modifies the
requirements as to eligibility for participation in the Plan, shall be subject
to approval by the shareholders of the Company and provided, further, that the
Board of Directors shall not amend the Plan if such amendment would cause the
Plan or the Grant or exercise of an Incentive Stock Option under the Plan to
fail to comply with the requirements of Section 422 of the Code including,
without limitation, a reduction of the option price set forth in Section 5(b) or
an extension of the period during which an Incentive Stock Option may be
exercised as set forth in Section 5(c).
(b) Termination of Plan. The Plan shall terminate on the tenth
-------------------
anniversary of its effective date unless terminated earlier by the Board of
Directors or unless extended by the Board of Directors with the approval of the
shareholders.
(c) Termination and Amendment of Outstanding Grants.
-----------------------------------------------
(i) A termination or amendment of the Plan that occurs after a
Grant is made shall not result in the termination or amendment of the Grant
unless the Grantee consents. The termination of the Plan shall not impair the
power and authority of the Board with respect to an outstanding Grant. Whether
or not the Plan has terminated, an outstanding Grant may be amended by agreement
of the Company and the Grantee consistent with the Plan.
(ii) The Board shall have the authority to effect at any time and
from time to time, with the consent of the affected Grantees, the cancellation
of any or all outstanding Options under the Plan and to grant in substitution
therefor new Options under the Plan covering the same or a different number of
shares of Common Stock but, in the case of incentive stock options, having a
purchase price not less than the fair market value of a share of Common stock on
the new date of the Grant. The Board may permit the voluntary surrender of all
or a portion of any Option to be conditioned upon the granting to the Optionee
under the Plan of a new Option for the same or a different number or shares of
Common Stock as the Option surrendered, or may require such voluntary surrender
as a condition precedent to a Grant of a new Option to such Grantee. Any new
Option shall be exercisable at the price, during the period, and in accordance
with any other terms and conditions specified by the Board at the time the new
Option is granted, all determined in accordance with the provisions of the Plan
without regard to the price, period of exercise, or any other terms or
conditions of the Option surrendered.
8. Rights of Participants.
----------------------
Nothing in this Plan shall entitle any Participant or the person to
any claim or right to be granted an Option under this Plan. Neither this Plan
or any action taken hereunder shall be construed as giving any Participant any
rights to be retained in the employ of the Company.
4
<PAGE>
9. Withholding of Taxes.
--------------------
The Company shall have the right to deduct from a Participant's cash
wages or fees any federal, state or local taxes required by law to be withheld
with respect to the exercise of an Option, or the Participant or other person
receiving shares upon the exercise of an Option shall be required to pay to the
Company the amount of any such taxes which the Company is required to withhold
with respect to exercise.
10. Grant Letters to Participants.
-----------------------------
Each Grant made under this Plan shall be evidenced by a Grant Letter
containing such terms and conditions as the Board shall approve, including
conditions and limits of such grant stated directly or in reference to this
Plan.
11. Requirements for Issuance of Shares.
-----------------------------------
No Common Stock shall be issued or transferred pursuant to any Grant
hereunder unless and until all legal requirements applicable to the issuance or
transfer of such Common Stock have been complied with to the satisfaction of the
Board and the Grantee has executed a shareholders' agreement with the Company, a
copy of the form of which is attached hereto as Exhibit "A" (the "Shareholders'
Agreement"). The Board shall have the right to condition any Grant of an Option
made to any Grantee hereunder on such Grantee's undertaking in writing to comply
with such restrictions on his subsequent disposition of such shares of Common
Stock as the Board shall deem necessary or advisable as a result of any
applicable law, regulation or official interpretation thereof, or as provided in
the Shareholders' Agreement, and certificates representing such shares may bear
a legend to reflect any such restrictions.
12. Headings.
--------
Section headings are for reference only. In the event of a conflict
between a title and the content of a Section, the content of the Section shall
control.
13. Effective Date of the Plan.
--------------------------
This plan shall be effective as of April 26, 1995.
14. Miscellaneous.
-------------
(a) Substitute Grants. The Board may make a Grant to an associate of
-----------------
another corporation who becomes a Participant by reason of a corporate merger,
consolidation, acquisition of stock or property, reorganization or liquidation
involving the Company or any of its subsidiaries in substitution for a stock
option granted by such corporation ("Substituted Stock Incentives"). The terms
and conditions of the substitute Grant may vary from the terms and conditions
required by the Plan and from those of the Substituted Stock Incentives. The
Board shall prescribe the provisions of the substitute Grants.
5
<PAGE>
(b) Compliance with Law. The Plan, the exercise of Grants and the
-------------------
obligations of the Company to issue or transfer shares of Common Stock
under Grants shall be subject to all applicable laws and to approvals by
any governmental or regulatory agency as may be required. The Board may
revoke any Grant if it is contrary to law or modify a Grant to bring it
into compliance with any valid and mandatory government regulation. The
Board may also adopt rules regarding the withholding of taxes on payments
to Grantees. The Board may, in its sole discretion, agree to limit its
authority under this Section.
(c) Ownership of Stock. A Grantee or Successor Grantee shall have no
------------------
rights as a shareholder with respect to any shares of Common Stock covered by a
Grant until the shares are issued or transferred to the Grantee or Successor
Grantee on the stock transfer records of the Company upon the exercise or
partial exercise of the Option.
(d) Choice of Law. The Plan, Options granted hereunder and the
-------------
exercise of Options are governed by the laws of the Commonwealth of
Massachusetts.
6
<PAGE>
EXHIBIT 4.02
STOCK OPTION GRANT
------------------
(Incentive Stock Option)
THIS STOCK OPTION GRANT, dated as of _______________ (the "Date of Grant"),
is delivered by UniCAD, INC., a Massachusetts Corporation (the "Company"), to
__________________________, an associate of the Company (the "Grantee").
RECITALS
--------
A. The UniCAD, INC. Stock Option Plan (the "Plan") provides for the grant
of stock options to directors, officers, employees, consultants, and other key
associates of the Company to purchase shares of Common Stock of the Company, par
value U.S. $.01 (the "Shares"), in accordance with the terms and conditions of
the Plan.
B. The Board of Directors of the Company (the "Board") has determined that
it would be to the advantage and interest of the Company to make the grant
provided for herein as an inducement for the Grantee to continue as an associate
of the Company, to materially contribute to the growth of the Company, and to
promote the best interests of the Company.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby,
agree as follows:
1. Grant of Option
---------------
Subject to the terms and conditions hereinafter set forth, the Company,
with the approval and at the direction of the Board, hereby grants to the
Grantee an option to purchase the number of Shares at the option price set forth
below (the "Option").
A. Incentive Stock Option to purchase ___ shares at an option price of
U.S. ___ per Share, which shall be exercisable to the extent the Option is
vested as determined in accordance with Section 6 hereof. The right of the
Grantee to purchase Shares may be exercised in whole at any time, or in part
from time to time, prior to termination pursuant to Section 5 hereof.
2. Nature of Option
----------------
The Option designated hereunder shall be an Incentive Stock Option under
the U.S. Internal Revenue Code of 1986, as amended (the "Code"). The Board or
any Committee it appoints shall have the exclusive right to interpret and
construe the Option in accordance with its discretion and pursuant to the terms
of the Plan, and its decisions shall be conclusive as to any question arising
hereunder. The aggregate fair market value of the Common Stock of the Company
on the date of this Grant with respect to which Incentive Stock Options are
exercisable for the first time by the Grantee during any calendar year under the
Plan shall not exceed $100,000.
<PAGE>
3. Restrictions on Exercise
------------------------
During the Grantee's lifetime, exercise of the Option shall be solely by
the Grantee and, after the Grantee's death, the Option shall be exercisable
(subject to the limitations specified in the Plan) solely by the personal
representatives of the Grantee, or by the person or persons who acquire the
right to exercise the Option by will or by the laws of descent and distribution
to the extent that the Option was exercisable as of the date of the Grantee's
death unless modified under Section 6 hereof.
4. Exercise Procedures
-------------------
The Grantee may exercise the Option with respect to all or any part of the
Shares then subject to such exercise by giving the Secretary of the Company
written notice of intent to exercise in the manner provided in Section 12
hereof. Such notice shall indicate the exercise of any Option and specify the
number of Shares desired at the price specified above and the date of delivery
thereof, which date shall be at least 15 days after the giving of such notice
unless an earlier date shall have been mutually agreed upon. On such delivery
date, the Company shall deliver to the Grantee at the office of the Company in
Massachusetts, or such other place as may be mutually acceptable to the Company
and the Grantee, a certificate or certificates for such Shares against payment
by the Grantee of the applicable exercise price in cash. The obligation of the
Company to deliver Shares upon such exercise of the Option shall be subject to
all applicable laws, rules, regulations, and such approvals by governmental
agencies as may be deemed appropriate by the Board, including, among other
things, such steps as Company counsel shall deem necessary or appropriate to
comply with relevant securities laws and regulations. All obligations of the
Company hereunder shall be subject to the rights of the Company as set forth in
the Plan to withhold amounts required to be withheld for any taxes. If the
Grantee fails to accept delivery of, or to pay for, any of the Shares specified
in such notice upon tender of delivery thereof, the Grantee's right to purchase
such undelivered Shares may be terminated at the sole discretion of the Board.
The date that notice of an election to exercise is received by the Company shall
be deemed the date of exercise hereunder.
5. Term of Option
--------------
The Option granted hereunder shall have a term of ten (10) years from the
Date of Grant and shall terminate at the expiration of that period, unless it is
terminated at an earlier date pursuant to the further provisions of this
Agreement.
The Option shall automatically terminate upon the happening of certain
events, including:
(i) three months and one day following the Grantee's termination from
service as an associate of the Company, for any reasons other than
disability or death; or
(ii) one year from the date of the Grantee's termination as an associate in
the case of death or permanent and total disability within the meaning
of Section 22(e)(3) of the Code ("Disability").
2
<PAGE>
6. Right to Exercise Option
------------------------
As of May 31, 1996, twenty-eight percent (28%) of the shares granted
------------
hereunder shall be exercisable. At the close of each month thereafter, two
percent (2%) of the number of shares granted hereunder shall become exercisable.
Any exercisable fractional shares shall be rounded upwards to the nearest whole
share. Any portion of the Option granted that is not yet exercisable shall
lapse, with no right to exercise, immediately upon the termination for any
reason of the Employee's employment with the Company.
The foregoing notwithstanding, the Grantee shall not be entitled to
exercise the Option on or after a determination by the Board or any Committee
appointed by the Board that the Company has "cause" to terminate the Grantee's
association with the Company which shall include:
(a) the commission by the Grantee of any act of malfeasance, wrongdoing,
or gross negligence that adversely affects the Company; or
(b) the Grantee's breach of any agreement with the Company, in which case
the unexercised portion of the Option and any all rights hereunder
shall immediately terminate and be void.
7. Grant Subject to Certain Provisions
-----------------------------------
This grant is made pursuant to the terms of the Plan, the terms of which
are incorporated herein by reference, and shall in all respects be interpreted
in accordance therewith. The granting and exercise of the Option are subject to
provisions of the Plan and to interpretations, regulations, and determinations
concerning the Plan established from time to time by the Board in accordance
with the provisions of the Plan, including, but not limited to, provisions
pertaining to:
(i) rights and obligations with respect to withholding taxes;
(ii) capital or other changes of the Company; and
(iii) other requirements of applicable law.
A copy of the Plan will be furnished to each Grantee upon request. Additional
copies may be obtained from the Secretary of the Company. The Grantee's rights
under and in connection with the Shares received upon the exercise of the Option
shall also be subject to the Shareholders' Agreement between the Grantee and the
Company which the Grantee shall execute at the time of execution of this Stock
Option Grant, a copy of the form of which is attached to the Plan as Exhibit
"A".
8. No Rights to Continue as an Associate
-------------------------------------
Neither the granting of the Option nor any other action taken with respect
to the Option or the Plan shall confer upon the Grantee any right to continue as
an associate of the Company or shall interfere in any way with the right of the
Company to terminate the Grantee's association with the Company at any time.
Except as may be otherwise limited by another written
3
<PAGE>
agreement, the right of the company to terminate Grantee's association with it
at any time is specifically reserved.
9. No Stockholder Rights
---------------------
Neither the Grantee, nor any person entitled to exercise the Grantee's
rights in the event of the Grantee's death, shall have any of the rights and
privileges of a stockholder with respect to the Shares subject to the Option,
except to the extent that certificates for such shares shall have been issued
upon the exercise of the Option as provided herein.
10. Assignment and Transfers
------------------------
The rights and interests of the Grantee under the Agreement are subject to
the terms and conditions of the Plan and the Shareholders' Agreement, a copy of
which the Grantee has executed this same date, a copy of which is attached
hereto as Exhibit A, and may not be sold, assigned, encumbered, or otherwise
transferred except, in the event of the death of the Grantee, by will or by the
laws of descent and distribution. In the event of any attempt by the Grantee to
alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any
right hereunder, except as provided for herein, or in the event of the levy of
any attachment, execution or similar process upon the rights or interest hereby
conferred, the Company may terminate the Option by notice to the Grantee and the
Option and all rights hereunder shall thereupon become null and void.
11. Applicable Law
--------------
The validity, construction, interpretation, and effect of this instrument
shall be governed by and determined in accordance with the laws of the
Commonwealth of Massachusetts.
12. Notice
------
Any notice to the Company provided for in this instrument shall be
addressed to it in care of its Secretary. Notice to the Grantee shall be
addressed to such Grantee at the current address shown on the records of the
Company, or to such other address as the Grantee may designate to the Company in
writing. Any notice provided for hereunder shall be delivered by hand, sent by
telecopy, telex, or enclosed in a properly sealed envelope addressed as stated
above, registered and deposited, postage and registry fee prepaid, in a post
office or branch post office regularly maintained by the Canadian or United
States Postal Service.
GRANTEE UniCAD, INC.
By:
- -------------------------------- ----------------------------------
Its:
- -------------------------------- ----------------------------------
Witness
4
<PAGE>
Exhibit 4.03
EXHIBIT A
---------
TO
--
STOCK OPTION GRANT
------------------
SHAREHOLDERS' AGREEMENT
-----------------------
This Shareholders' Agreement (the "Agreement") dated as of April 26, 1995,
is entered into by and among _______________________ ("Shareholder") and UniCAD,
INC. (the "Company") a Massachusetts corporation.
R E C I T A L S:
----------------
A. Shareholder is an associate of the Company and pursuant to a certain
Stock Option Grant (the "Grant") may acquire or has acquired shares of common
stock of the Company ("Option Shares").
B. As a condition of acquiring the Option Shares under the Grant,
Shareholder has agreed to enter into this Agreement.
AGREEMENT
---------
NOW THEREFORE, in consideration of the mutual covenants contained herein,
the parties, intending to be legally bound hereby, agree as follows:
1. Transfer of Option Shares. Shareholder agrees not to transfer,
-------------------------
encumber or otherwise dispose of or permit the transfer, encumbrance or other
disposition of any Option Shares now owned or hereafter acquired by it to any
person or entity, or cause or permit such Option Shares to come under the
control of or to be owned by a trustee or receiver (including without limitation
a trustee in bankruptcy) unless made in accordance with the provisions of this
Agreement.
1.1 Continuation of Restrictions. The provisions of the foregoing Section
----------------------------
notwithstanding, no shares may be transferred to a third party unless such third
party first agrees
<PAGE>
to be bound by the provisions of this Agreement and that any Option Shares
subsequently transferred by such third party shall only be transferred in
accordance with the provisions of this Agreement and shall be subject to all the
restrictions on such transfer and subsequent transfers as set forth herein.
2. Repurchase by the Company
-------------------------
2.1 Death. In the event that the service of Shareholder as an associate
-----
of the Company or its subsidiary or affiliate terminates by reason of the death
of Shareholder, the Company shall have the option upon written notice given at
least sixty (60) days prior to the end of the fiscal year following the
Shareholder's death, to purchase the then Option Shares from such Shareholder's
estate or personal representative, as the case may be, for an amount equal to
the Fair Market Value of Shareholder's Option Shares, as determined in
accordance with the provisions set forth in Annex 1 (the "Fair Market Value").
-------
2.2 Disability. In the event that Shareholder suffers health problems
----------
resulting in either the incapacitation or disability of Shareholder, which
prevent Shareholder from performing his duties as determined by the Board of
Directors, the Company shall have the option, exercisable upon written notice
given at least sixty (60) days prior to the end of the fiscal year following
receipt by Shareholder of the determination by the Board of Directors of such
incapacity or disability, to purchase the Option Shares at a purchase price
equal to the Fair Market Value of such Option Shares.
2.3 Termination for Cause. In the event that the service of Shareholder
---------------------
is terminated as a result of malfeasance, wrongdoing, or negligence that
adversely affects the Company, or that the Shareholder breaches any covenant not
to compete with the Company, the Company shall have the option during a period
of one (1) year after such termination, to purchase the Option Shares owned by
Shareholder upon sixty (60) days prior written notice, and Shareholder shall be
required to sell such Option Shares to the Company, for a purchase price equal
to the original purchase price of the Option Shares.
2
<PAGE>
2.4 Other Termination. In the event that Shareholder's service with the
-----------------
Company terminates for any other reason, including, but not limited to,
voluntary termination, involuntary termination not for cause, or retirement, the
Company shall have the option, exercisable upon sixty (60) days prior written
notice given within twelve (12) months after such termination, to purchase such
Shareholder's Option Shares at the Fair Market Value of such Option Shares.
2.5 Payment. The Company shall be entitled to either immediately pay the
-------
purchase price to the Shareholder for the Option Shares or make installment
payments therefor, the amount and frequency of which are in the sole discretion
of the Company, but in any event the purchase price must be paid to the
Shareholder within three years of the Company's exercise of its option to
purchase the Option Shares. The Company will pay interest at the prime rate as
established from time to time on any installment payments made.
2.6 Sale of Merger of the Company; Public Offering. If either (a) all or
----------------------------------------------
substantially all of the assets of the Company or all or substantially all of
the Common Stock of the Company shall be sold or if a merger of the Company
shall occur in which the Shareholders of the Company prior to the merger do not
control the surviving entity after the merger, or (b) the Company shall complete
an original issue public offering of its Common Stock, then both the contractual
restrictions on transfer set forth in Section 1 above and the Company's option
to repurchase under the circumstances set forth in this Section 2 shall
automatically expire.
3. Endorsement of Stock Certificates. So long as the restrictions on the
---------------------------------
transfer of Option Shares set forth in this Agreement remain in effect, each
certificate issued for Option Shares now or hereafter held by the Shareholder or
its permitted transferee shall be stamped with a legend in substantially the
following form:
"This certificate and the shares of stock hereby represented are subject to
the terms, provisions and conditions of a Shareholders' Agreement and may
not be sold, transferred or encumbered except in accordance with the terms
and provisions of such Agreement, as such Agreement may from time to time
be amended or supplemented. A copy of such Agreement, as such Agreement
3
<PAGE>
may be amended or supplemented is on file at the registered office of the
corporation."
4. Notices. Any notices required or permitted to be given or served upon
-------
the parties under this Agreement shall be sufficiently given or served or made
if delivered by hand to such party or sent to such party by private overnight
courier, facsimile or pre-paid certified mail, return receipt requested,
addressed to it at the following addresses:
If to the Company: ------------------------------------------
------------------------------------------
------------------------------------------
If to Shareholder: ------------------------------------------
------------------------------------------
------------------------------------------
Each party may change the address to which notices to such party should be
sent by giving notice of such new address to each other party.
5. Entire Agreement; Modification. This Agreement constitutes the entire
------------------------------
agreement between the parties with respect to the subject matter hereof and
thereof and supersedes all prior agreements, understandings, negotiations and
discussions whether oral or written of the parties hereto. There are no
warranties, representations or other agreements between the parties hereto in
connection with the subject matter hereof except as specifically set forth in
this agreement. This Agreement may be amended, modified or discharged only by
the written consent of all the parties hereto.
6. Headings. The headings of the various sections of this Agreement are
--------
for convenience of reference only and shall not affect its construction or
interpretation.
4
<PAGE>
7. Invalid Provision. Each of the provisions of this Agreement shall be
-----------------
treated as separate and distinct and in the event any specific provision is
ruled invalid, the other provisions hereof shall remain in full force and
effect.
8. Governing Law. This Agreement and its validity, construction and
-------------
performance shall be governed by the laws of the Commonwealth of Massachusetts.
9. Counterparts. This Agreement may be executed in any number of
------------
counterparts, each of which constitute an original Agreement and all of which
taken together shall constitute one and the same instrument.
10. Successors and Assigns. This Agreement shall be fully binding on and
----------------------
inure to the benefit of the permitted successors, heirs and legal
representatives and assigns of the parties hereto and upon any party acquiring
Option Shares of the corporation by sale, gift, inheritance or otherwise and on
the spouse of any such party and any such party shall be required to agree, in
writing, to all the terms hereof before such Option Shares shall be transferred
to such other party on the books of the Company.
11. Specific Performance. The parties acknowledge that it is difficult to
--------------------
measure in money the damage that will accrue to any party hereto by reason of a
failure to perform any of the obligations under this Agreement. Therefore, if
any party hereto shall institute any action or proceeding to specifically
enforce any provision hereof, such party shall be entitled to specific
performance as a remedy. Any person against whom such action or proceeding is
brought hereby waives as a claim or defense therein that such party has an
adequate remedy at law or in damages and such person shall not urge in any such
action or proceeding the claim or defense that such remedy at law or in damages
exists.
5
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
UniCAD, INC. SHAREHOLDER:
By:_____________________________ ____________________________
Title:__________________________
6
<PAGE>
ANNEX 1
Computation of Fair Market Value
1. Earnings Basis (A).
------------------
(a) Determine net earnings for the current year and four previous
years (or such lesser number of previous years as the corporation may have been
in existence). Obtain the average weighted net earnings for such five year (or
lesser number of years) period by using weighting factors for net earnings for
each year ranging from five (or the applicable lesser number), for the most
recent year, to one for the earliest year.
(Example: Assuming 5 Full Years): Let net earnings for the current
year equal "A", and let net earnings for the four previous years equal "B", "C",
"D", and "E", respectively. The weighted average of these amounts is then equal
to the sum of [5(A) +4(B) +3(C) + 2(D) +(E)] divided by 15.
(b) Multiply amount determined above by a capitalization rate of 8%.
If at the time of any valuation of the Common Stock, the base rate of the First
National Bank of Boston shall be higher than 12% or less than 4%, then the
capitalization rate will be adjusted up or down, as appropriate, by one-half
(1/2) of the difference between 8% and such higher or lesser number.
(c) Divide the amount determined by Step (b) by the weighted average
of outstanding shares to determine value per share.
2. Book Value Basis (B).
--------------------
(a) Determine book value per share for current and previous 4 (or
lesser number of) years. Determine weighted average as in paragraph (1) above
and again divide total weighted average by the applicable number of weighted
years to arrive at average weighted book value.
(b) Divide average weighted book value by weighted average of
outstanding shares to determine value per share.
3. Fair Market Value.
-----------------
To obtain a financial weighted average of (A) and (B), which the
parties agree shall be defined as Fair Market Value, it has been determined that
a proper percentage of each basis should be (A) - 20%, (B) - 80%. Take the
value per share under each basis and multiply by the percentage. The sums of
these two equations are then to be added together and that amount will be deemed
to constitute the Fair Market Value per share of the Common Stock of the
Company.
7
<PAGE>
EXHIBIT 4.04
COOPER & CHYAN TECHNOLOGY, INC.
STOCK OPTION GRANT
------------------
Optionee:
Address:
Number of Common Shares
Subject to Option:
Exercise Price Per Share:
Date of Original Grant:
Expiration Date:
Type of Grant:
Grant Number:
RECITALS
--------
1. The optionee named above ("Optionee") is the holder of an option (a
--------
"UniCAD Option") to purchase shares of the Common Stock of UniCAD, Inc., a
- --------------
Massachusetts corporation ("UniCAD"), granted by UniCAD under its Stock Option
------
Plan, as evidenced by a certain Stock Option Grant dated _______________ between
Optionee and UniCAD (the "Grant").
-----
2. Pursuant to that certain Agreement and Plan of Reorganization dated as
of July 22, 1996 (the "Plan of Reorganization"), Optionee has elected to
----------------------
surrender and convert such UniCAD Option in exchange for an option to purchase
shares of CCT Common Stock subject to the same terms and conditions as the
assumed UniCAD Option.
NOW, THEREFORE, CCT and Optionee agree as follows:
1. Grant and Assumption of Option: CCT hereby grants to Optionee an
------------------------------
option (the "Option") to purchase the total number of shares of CCT Common Stock
------
set forth above (the "Shares") at the exercise price per share set forth above
------
(the "Exercise Price"), subject to all of the terms and conditions of this CCT
---------------
Stock Option Grant and the terms and conditions of the assumed Grant, except
that (i) all references in the Grant to the number of shares purchasable
<PAGE>
thereunder shall instead refer to the number of Shares set forth above, and (ii)
all references to the "Exercise Price" in the Grant shall instead refer to the
Exercise Price set forth above.
2. Entire Agreement; No Additional Benefits. The Grant (including all
----------------------------------------
exhibits attached thereto) is incorporated herein by reference and together with
this CCT Stock Option Grant constitutes the entire agreement of the parties with
respect to the subject matter hereof and supersedes all prior undertakings and
agreements with respect to such subject matter. In the event that any capital
stock or other securities are issued in respect of, in exchange for, or in
substitution of, any shares of CCT Common Stock by reason of any reorganization,
recapitalization, reclassification, merger, consolidation, spin-off, partial or
complete liquidation, stock dividend, split-up, sales or assets, distribution to
shareholder or combination of shares of CCT Common Stock or any other change in
CCT's capital structure, appropriate adjustments shall be made with respect to
number and/or type of the Shares so as to fairly and equitably preserve, as far
as practicable, the rights and obligations of the parties hereto under this CCT
Stock Option Grant as in effect immediately prior to such issuance.
COOPER & CHYAN TECHNOLOGY, INC.
By:
-------------------------------
Robert D. Selvi
Chief Financial Officer
ACCEPTANCE
Optionee hereby represents that Optionee has read and understands the terms
and provisions of the Grant and this CCT Stock Option Grant and accepts this
Option subject to all the terms and conditions referenced on the above
documents. Optionee confirms that by execution of this CCT Stock Option Grant,
Optionee, without any further act, consents to the establishment of the escrow
pursuant to the Escrow Agreement attached as Exhibit E to the Plan of
Reorganization and the appointment of the Representative (as defined in the
Escrow Agreement), as Optionee's attorney-in-fact and agent with respect to such
Escrow and indemnification obligations set forth in the Escrow agreement.
Optionee acknowledges that there may be adverse tax consequences upon exercise
of this Option or disposition of the Shares and that Optionee should consult a
tax advisor prior to exercise or disposition.
OPTIONEE
-------------------------------
(Please print name here)
-------------------------------
(Please print name here)
2
<PAGE>
EXHIBIT 5.01
[LETTERHEAD OF FENWICK & WEST LLP]
August 30, 1996
Cooper & Chyan Technology, Inc.
1601 South De Anza Boulevard
Cupertino, California 95014
Gentlemen/Ladies:
At your request, we have examined the Registration Statement on Form S-8
(the "REGISTRATION STATEMENT") to be filed by you with the Securities and
Exchange Commission on or about August 28, 1996 in connection with the
registration under the Securities Act of 1933, as amended, of 71,273 shares of
your Common Stock (the "STOCK") which are issuable upon the exercise of options
originally granted by UniCAD, Inc. and assumed by you in connection with the
merger of your wholly-owned subsidiary, CCT Acquisition Corp., with and into
UniCAD, Inc. (the "ASSUMED OPTIONS").
In rendering this opinion, we have examined the following:
(1) the Registration Statement, together with the Exhibits filed as a part
thereof;
(2) the Prospectuses prepared in connection with the Assumed Options and
with the Registration Statement;
(3) the minutes of meetings and actions by written consent of the Board of
Directors that are contained in your minute books, that are in our
possession under which the Assumed Options were approved for
assumption by you; and
(4) the Agreement and Plan of Reorganization dated July 22, 1996, and the
Agreement of Merger and the Escrow Agreement, both dated August 28,
1996, that were entered into in connection with the acquistion of
UniCAD, Inc., under which the Assumed Options were assumed by you.
In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies, the lack of any undisclosed terminations, modifications, waivers or
amendments to any documents reviewed by us and the due execution and delivery of
all documents where due execution and delivery are prerequisites to the
effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current
accuracy and completeness of the information obtained from public officials and
records included in the documents referred to above. We have made no independent
investigations or other attempts to verify the accuracy of
<PAGE>
Cooper & Chyan Technology, Inc.
August 28, 1996
Page 2
any of such information or to determine the existence or non-existence of any
other factual matters; however, we are not aware of any facts that would lead us
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to believe that the opinion expressed herein is not accurate.
Based upon the foregoing, it is our opinion that the 71,273 shares of Stock
that may be issued and sold by you pursuant to the Assumed Options, when issued
and sold in the manner referred to in the Prospectus associated with the
Registration Statement and in accordance with the terms of the Assumed Options,
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, if any, in the
Registration Statement and any amendments thereto.
This opinion speaks only as of its date and is intended solely for the your
use as an exhibit to the Registration Statement for the purpose of the above
sale of the Stock and is not to be relied upon for any other purpose.
Very truly yours,
/s/ Fenwick & West LLP
FENWICK & WEST LLP
2
<PAGE>
EXHIBIT 23.01
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the UniCAD, Inc. Stock Option Plan of Cooper & Chyan
Technology, Inc. of our report dated January 26, 1996, with respect to the
consolidated financial statements and schedule of Cooper & Chyan Technology,
Inc. included in its Annual Report (Form 10-K) for the year ended December 31,
1995, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Palo Alto, California
August 29, 1996
