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As filed with the Securities and Exchange Commission on October 30, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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OrCAD, INC.
(Exact name of registrant as specified in charter)
DELAWARE 93-1062832
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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9300 S.W. NIMBUS AVENUE, BEAVERTON, OREGON 97008
(503) 671-9500
(Address, including zip code and telephone number,
including area code, of registrant's principal executive offices)
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OrCAD, INC. 1996
EMPLOYEE STOCK PURCHASE PLAN
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MICHAEL F. BOSWORTH
PRESIDENT AND CHIEF EXECUTIVE OFFICER
OrCAD, INC.
9300 S.W. NIMBUS AVENUE, BEAVERTON, OREGON 97008
(503) 671-9500
(Name, address, including zip code and telephone number,
including area code, of agent for service)
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with copies to:
GREGORY E. STRUXNESS, ESQ.
ATER WYNNE HEWITT DODSON & SKERRITT, LLP
222 S.W. COLUMBIA, SUITE 1800, PORTLAND, OREGON 97201
(503) 226-1191
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Title of Securities to Amount to be Proposed Maximum Offering Proposed Maximum Amount of
be Registered Registered Price per Share (1) Aggregate Offering Price (1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 200,000 shares $9.75 $1,950,000 $590.91
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents are incorporated by reference into this
Registration Statement:
(a) Final Prospectus of the Company filed pursuant to Rule 424(b) with
the Securities and Exchange Commission (the "SEC") on March 4, 1996.
(b) Quarterly Report on Form 10-QSB of the Company for the quarter
ended March 31, 1996 filed with the SEC on May 3, 1996, Quarterly Report on Form
10-QSB of the Company for the quarter ended June 30, 1996 filed with the SEC on
August 1, 1996 and Amendment to Quarterly Report on Form 10-QSB of the Company
for the quarter ended June 30, 1996 filed with the SEC on August 22, 1996.
(c) Registration Statement on Form 8-A of the Company filed with the
SEC on February 1, 1996.
(d) All documents filed by the Company with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and before the date of filing of a post-effective
amendment to this Registration Statement stating that all securities offered
have been sold or which deregisters all securities then remaining unsold.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As a Delaware corporation the Company is subject to the General Corporation
Law of the State of Delaware ("GCL") and the exculpation from liability and
indemnification provisions contained therein. Pursuant to Section 102 of the
GCL, Article VII of the Company's Restated Certificate of Incorporation (the
"Certificate") eliminates the liability of the Company's directors to the
Company or its stockholders for breach of fiduciary duty as a director, except
for any liability related to breach of the duty of loyalty, acts or omissions
not in good faith which involve intentional misconduct or a knowing violation of
law, unlawful payment of dividends or unlawful stock purchase or redemption, and
certain other liabilities.
Section 145 of the GCL allows corporations to indemnify their directors and
officers against liability where the director or officer has acted in good faith
and with a reasonable belief that actions taken were in the best interests of
the corporation or at least not adverse to the corporation's best interests and,
if in a criminal proceeding, the individual had no reasonable cause to believe
the conduct in question was unlawful. Under the GCL, corporations may not
indemnify against liability in connection with a claim by or in the right of the
corporation but may indemnify against the reasonable expenses
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associated with the defense of such claims. Corporations may not indemnify
against breaches of the duty of loyalty. The GCL provides for mandatory
indemnification of directors against all reasonable expenses incurred in the
successful defense of any claim made or threatened whether or not such claim was
by or in the right of the corporation. Finally, a court may order
indemnification if it determines that the director or officer is fairly and
reasonably entitled to indemnification in view of all the relevant circumstances
whether or not the director or officer met the good faith and reasonable belief
standards of conduct set out in the statute.
The GCL also provides that the statutory indemnification provisions are not
deemed exclusive of any other rights to which directors or officers may be
entitled under a corporation's bylaws, any agreement, general or specific action
of the board of directors, vote of stockholders or otherwise.
The Restated Bylaws require the Company to indemnify its directors and
officers to the fullest extent not prohibited by law. In addition, the Restated
Bylaws deem that all rights to indemnification under the Restated Bylaws are
deemed to be contractual rights and are to be effective to the same extent as if
provided for in a contract between the Company and the director or officer who
serves in such capacity.
In February 1996, the Company entered into indemnity agreements with each
executive officer of the Company and each member of the Company's Board of
Directors. These indemnity agreements provide for indemnification of the
indemnitee to the fullest extent allowed by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Number Description
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5.0 Opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP as to the
legality of the securities being registered
23.1 Consent of Ater Wynne Hewitt Dodson & Skerritt, LLP (included
in legal opinion filed as Exhibit 5.0)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of KPMG Peat Marwick LLP
24.0 Powers of Attorney (included in signature page in Part II
of the Registration Statement)
99.0 OrCAD, Inc. 1996 Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.10 to
Registrant's Registration Statement on Form SB-2 (File
No. 333-00198-LA))
ITEM 9. UNDERTAKINGS
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(a) The undersigned registrant hereby undertakes 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 of 1933;
(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 subparagraphs (i) and (ii) do not apply if the information
required to be included in a post-effective amendment by those subparagraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(b) The undersigned registrant hereby undertakes that, for the purpose
of determining liability under the Securities Act of 1933, 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) The undersigned registrant hereby undertakes 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.
(d) 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 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.
(e) 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 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 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 a director, officer or controlling person in
connection with 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.
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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 Beaverton, State of Oregon, on the 29th day of
October, 1996.
OrCAD, INC.
By: /s/ Michael F. Bosworth
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Michael F. Bosworth
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Michael F. Bosworth and P. David Bundy, and each
of them singly, as true and lawful attorneys-in-fact and agents with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities to sign the registration statement filed herewith and any
or all amendments to said registration statement (including post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
granting unto said attorneys-in-fact and agents and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the foregoing, as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agent or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Witness our hands on the date set forth below.
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.
[SIGNATURES ON FOLLOWING PAGE]
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ MICHAEL F. BOSWORTH President, Chief Executive 10/29/96
- ------------------------------ Officer and Director
Michael F. Bosworth (Principal Executive
Officer)
/s/ P. DAVID BUNDY Vice President of Finance 10/29/96
- ------------------------------ Officer and Director
P. David Bundy (Principal Financial and
Accounting Officer)
/s/ JOHN C. SAVAGE Director 10/29/96
- ------------------------------
John C. Savage
/s/ RICHARD P. MAGNUSON Director 10/29/96
- ------------------------------
Richard P. Magnuson
/s/ STEPHEN W. DIRECTOR Director 10/29/96
- ------------------------------
Stephen W. Director
/s/ JAMES B. MOON Director 10/29/96
- ------------------------------
James B. Moon
</TABLE>
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INDEX TO EXHIBITS
Exhibit Page
Number Exhibit No.
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5.0 Opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP
as to the legality of the securities being
registered
23.1 Consent of Ater Wynne Hewitt Dodson & Skerritt, LLP
(included in legal opinion filed as Exhibit
5.0)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of KPMG Peat Marwick LLP
24.0 Powers of Attorney (included in signature page
in Part II of the Registration Statement)
99.0 OrCAD, Inc. 1996 Employee Stock Purchase Plan
(incorporated by reference to Exhibit 10.10 to
Registrant's Registration Statement on Form
SB-2 (File No. 333-00198-LA))
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ATER WYNNE HEWITT DODSON & SKERRITT, LLP
222 S.W. Columbia, Suite 1800
Portland, Oregon 97201
(503) 226-1191 (phone)
(503) 226-0079 (fax)
October 29, 1996
Board of Directors
OrCAD, Inc.
9300 S.W. Nimbus Avenue
Beaverton, Oregon 97008
Gentlemen:
In connection with the registration of 200,000 shares of common stock,
par value $.01 per share (the "Common Stock"), of OrCAD, Inc., a Delaware
corporation (the "Company"), under the Registration Statement on Form S-8 to
be filed with the Securities and Exchange Commission on October 30, 1996, and
the proposed offer and sale of the Common Stock pursuant to the terms of the
Company's 1996 Employee Stock Purchase Plan (the "1996 Plan"), we have examined
such corporate records, certificates of public officials and officers of the
Company and other documents as we have considered necessary or proper for the
purpose of this opinion.
Based on the foregoing and having regard to legal issues which we deem
relevant, it is our opinion that the shares of Common Stock to be offered
pursuant to the 1996 Plan, when such shares have been delivered against payment
therefor as contemplated by the 1996 Plan, will be validly issued, fully paid
and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-mentioned registration statement.
Very truly yours,
Ater Wynne Hewitt Dodson & Skerritt
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Exhibit 23.2
Consent of Independent Certified Public Accountants
The Board of Directors
Massteck, Ltd.
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the final prospectus
incorporated by reference herein.
KPMG Peat Marwick LLP
Boston, Massachusetts
October 29, 1996
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Exhibit 23.3
Consent of Independent Certified Public Accountants
The Board of Directors
Intelligent Systems Japan K.K.
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the final prospectus
incorporated by reference herein.
KPMG Peat Marwick LLP
Portland, Oregon
October 29, 1996
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Exhibit 23.4
Consent of Independent Certified Public Accountants
The Board of Directors
OrCAD, Inc.
We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the headings "Experts" and "Selected Financial
Data" in the final prospectus incorporated by reference herein.
KPMG Peat Marwick LLP
Portland, Oregon
October 29, 1996
