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As filed with the Securities and Exchange Commission
on July 26, 1996
Registration No. ________
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT ON FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
VIEWLOGIC SYSTEMS, INC.
(Exact name of issuer as specified in its charter)
DELAWARE 04-2830649
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
293 BOSTON POST ROAD WEST, MARLBORO, MASSACHUSETTS 01752
(Address of Principal Executive Offices) (Zip Code)
1991 RESTATED STOCK OPTION PLAN
(Full title of the plan)
PETER T. JOHNSON, SECRETARY
VIEWLOGIC SYSTEMS, INC.
293 BOSTON POST ROAD WEST
MARLBORO, MASSACHUSETTS 01752
(Name and address of agent for service)
(508) 480-0881
(Telephone number, including area code, of agent for service)
==============================================================================
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
- ----------- ---------- --------- --------- ------------
Common Stock, 800,000 $12.07(1) $9,656,000(1) 3,330.00
$.01 par value shares
___________________________________________________________________
(1) Estimated solely for the purpose of calculating the registration fee,
and based upon the average of the high and low prices of the Common
Stock on the NASDAQ National Market System on July 24, 1996 in
accordance with Rules 457(c) and 457(h) of the Securities Act of 1933.
Page 1 of 6 pages
1
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Statement of Incorporation by Reference
---------------------------------------
This Registration Statement on Form S-8 incorporates by reference
the contents of the Registration Statements on Form S-8, File Nos. 33-46067
and 33-62480, relating to the Registrant's 1991 Restated Stock Option Plan.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Marlboro, Commonwealth of Massachusetts on the
26th day of July, 1996.
VIEWLOGIC SYSTEMS, INC.
By:/s/ Alain J. Hanover
--------------------------
Alain J. Hanover
Chairman of the Board of
Directors and Chief
Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Viewlogic Systems,Inc.
hereby severally constitute Alain J. Hanover, Ronald R. Benanto and Peter T.
Johnson, and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in
the capacities indicated below, the Registration Statement on Form S-8
filed herewith and any and all subsequent amendments to said Registration
Statement, and generally to do all such things in our names and behalf in our
capacities as officers and directors to enable Viewlogic Systems, Inc. to
comply with all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
2
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Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title
- --------- -----
/s/ Alain J. Hanover Chief Executive Officer )
Alain J. Hanover and Chairman of the Board )
(principal executive )
officer) )
)
)
/s/ Ronald R. Benanto Senior Vice President of )
Ronald R. Benanto Finance, Chief Financial )
Officer and Treasurer )
(principal financial )
and accounting officer) ) July 26, 1996
)
)
/s/ William J. Herman President and Director )
William J. Herman )
)
)
Director )
Stanley F. Alfeld )
)
)
/s/ Gregory T. George Director )
Gregory T. George )
)
)
/s/ Gordon Hoffman Director )
Gordon Hoffman )
)
)
/s/ Larry E. Reeder Director )
Larry E. Reeder )
)
)
/s/ Gregory A. White Director )
Gregory A. White )
)
)
/s/ Allyn C. Woodward, Jr. Director )
Allyn C. Woodward, Jr. )
3
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EXHIBIT INDEX
-------------
Exhibit
Number Description Page
- ------- ----------- ----
5 Opinion of Hale and Dorr 5
23.1 Consent of Hale and Dorr (included in Exhibit 5) 5
23.2 Consent of Deloitte & Touche LLP (Boston) 6
24 Power of Attorney (see page 2 of this 2
Registration Statement)
4
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Exhibit 5
---------
July 24, 1996
Viewlogic Systems, Inc.
293 Boston Post Road West
Marlboro, MA 01752
Re: 1991 Restated Stock Option Plan
-------------------------------
Ladies and Gentlemen:
We have assisted in the preparation of the Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission relating to 800,000 shares of Common Stock, $.01 par
value per share (the "Shares"), of Viewlogic Systems, Inc., a Delaware
corporation (the "Company"), issuable under the Company's 1991 Restated Stock
Option Plan (the "Plan").
We have examined the Restated Certificate of Incorporation of the
Company, the Amended and Restated By-Laws of the Company, and originals, or
copies certified to our satisfaction, of all pertinent records of the meetings
of the directors and stockholders of the Company, the Registration Statement
and such other documents relating to the Company as we have deemed material
for the purposes of this opinion.
In examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted
to us as originals, the conformity to original documents of all copies, and
the authenticity of the originals of such latter documents.
Based on the foregoing, we are of the opinion that the Company has duly
authorized for issuance the shares of its Common Stock covered by the
Registration Statement to be issued under the Plan, as described in the
Registration Statement, and such shares, when issued in accordance with
the terms of the Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the Registration Statement.
Very truly yours,
/s/ Hale and Dorr
HALE AND DORR
5
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Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Viewlogic Systems, Inc. on Form S-8 of
our reports dated January 29, 1996, (March 20, 1996 as to note
10) (which express an unqualified opinion and include an
explanatory paragraph relating to the change in the method of
accounting to conform with Statement of Financial Accounting No.
115) appearing in and incorporated by reference in the Annual
Report on Form 10-K of Viewlogic Systems, Inc. for the year
ended December 31, 1995.
DELOITTE & TOUCHE LLP
Boston, Massachussets
/s/ Deloitte & Touche LLP
July 25, 1996
6
