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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 OUTSIDE DIRECTORS' 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)
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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, 400,000 $12.07(1) $4,828,000(1) $1,665.00
$.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 participants in the 1996 Outside
Directors' Stock Option 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.
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Item 5. Interests of Named Experts and Counsel
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Not applicable.
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.
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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 securi
ties 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.
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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
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/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
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
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July 24, 1996
Viewlogic Systems, Inc.
293 Boston Post Road West
Marlboro, MA 01752
Re: 1996 Outside Directors' Stock Option 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 400,000 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 Outside Directors' 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 ge
nuineness 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
