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As filed with the Securities and Exchange Commission
on July 26, 1996
Registration No. _________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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 Number)
293 BOSTON POST ROAD WEST, MARLBORO, MASSACHUSETTS 01752
(Address of Principal Executive Offices) (Zip Code)
1996 EMPLOYEE STOCK PURCHASE 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)
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CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed Amount of
Securities to Amount to Maximum Offering Maximum Aggregate Registration
be Registered be Registered Price Per Share Offering Price Fee
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Common Stock, 600,000 $12.07(1) $7,242,000(1) 2498.00
$.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 10 PAGES
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents
sent or given to participating employees of the 1996 Employee Stock
Purchase Plan of Viewlogic Systems, Inc. (the "Registrant") pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
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The following documents, which are filed with the
Securities and Exchange Commission (the "Commission") are incorporated
in this Registration Statement by reference:
(1) The Registrant's latest annual report filed pursuant
to Sections 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or the latest prospectus
filed pursuant to Rule 424(b), or otherwise, under the
Securities Act that contains audited financial statements for the
registrant's latest fiscal year for which such statements have
been filed.
(2) All other reports filed pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year
covered by the document referred to in (1) above.
(3) The description of the common stock of the
Registrant, $.01 par value per share (the "Common Stock"),
contained in a Registration Statement filed under 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
shares of common stock offered hereby have been sold or which
deregisters all shares of common stock then remaining unsold, shall be
deemed to be incorporated by reference herein and to be 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
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Not applicable.
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Item 6. Indemnification
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ARTICLE NINTH of the Company's Restated Certificate
of Incorporation, as amended (the "Certificate"), sets
forth the extent to which officers and directors of the
Company may be indemnified against any liabilities which
they may incur in their capacities as directors or officers
of the Company. The Certificate provides that the Company
shall, to the fullest extent permitted by Section 145 of
the General Corporation Law of the State of Delaware,
indemnify any director or officer against any expenses,
liabilities or other matters referred to in or covered by
that Section. The indemnification is not exclusive of any
other rights to which the officers or directors may be
entitled under any by-law, agreement or vote of
stockholders or disinterested directors or otherwise,
continues after such person has ceased to be a director or
officer and inures to the benefit of such person's heirs,
executors and administrators. The indemnification provided
by the Certificate specifically includes indemnification of
all officers and directors who are deemed fiduciaries under
any employee benefit plan and any action taken or omitted
by such officer or director with respect to an employee
benefit plan reasonably believed by such person to be in
the interest of the participants and beneficiaries of the
plan shall be deemed to be for a purpose which is not
opposed to the best interests of the Company.
The Company has a directors and officers liability policy
that insures the Company's officers and directors against
certain liabilities.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
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The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
3
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Item 9. Undertakings
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1. The Registrant hereby undertakes:
(a) 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 (i) and (ii) do not apply
if the Registration Statement is on Form S-3 or Form S-8, 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.
(b) 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.
(c) 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.
2. The 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 in the initial bona fide offering thereof.
4
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3. 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 foregoing provisions, 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 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, 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, 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
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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.
6
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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) )
)
)
/s/ William J. Herman President and Director )
William J. Herman )
)
)
Director ) July 26, 1996
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. )
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EXHIBIT INDEX
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Exhibit
Number Description Page
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5 Opinion of Hale and Dorr 9
23.1 Consent of Hale and Dorr (included in Exhibit 5) 9
23.2 Consent of Deloitte & Touche LLP (Boston) 10
25 Power of Attorney (see page 6 of this 6
Registration Statement)
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Exhibit 5
July 24, 1996
Viewlogic Systems, Inc.
293 Boston Post Road West
Marlboro, MA 01752
Re: 1996 Employee Stock Purchase Plan
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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 600,000 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 1996 Employee Stock Purchase 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
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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
