<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 12 , 1997
REGISTRATION NO. 333-38395
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
----------------
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
ORCAD, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 5045 93-1062832
(STATE OF INCORPORATION) (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
9300 S.W. NIMBUS AVENUE
BEAVERTON, OREGON 97008
(503) 671-9500
(ADDRESS AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL
EXECUTIVE OFFICES)
MICHAEL F. BOSWORTH
CHAIRMAN OF THE BOARD,
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)
----------------
COPIES TO:
WILLIAM C. CAMPBELL, ESQ.
BRENDA L. MELTEBEKE, ESQ.
ATER WYNNE HEWITT DODSON & SKERRITT, LLP
222 S.W. COLUMBIA, SUITE 1800
PORTLAND, OREGON 97201
(503) 226-1191
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective and the
effective time of the merger (the "Merger") of OCA Merger Corporation, a
wholly owned subsidiary of OrCAD, Inc. with and into MicroSim Corporation as
described in the Agreement and Plan of Merger dated as of October 13, 1997
(the "Merger Agreement"), attached as Appendix A to the Joint Proxy
Statement/Prospectus forming a part of this Registration Statement.
----------------
If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As a Delaware corporation OrCAD is subject to the General Corporation Law of
the State of Delaware ("General Corporation Law") and the exculpation from
liability and indemnification provisions contained therein. In accordance with
Section 102 of the General Corporation Law, Article VII of OrCAD's Restated
Certificate of Incorporation (the "Certificate") eliminates the liability of
OrCAD's directors to OrCAD 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 General Corporation Law 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 interest and, if in a criminal proceeding, the individual
had no reasonable cause to believe the conduct in question was unlawful. Under
the General Corporation Law, 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 associated with the defense of such
claims. Corporations also may not indemnify against breaches of the duty of
loyalty. The General Corporation Law 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 General Corporation Law 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 OrCAD 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 OrCAD and the director or officer who
serves in such capacity.
OrCAD has entered into indemnity agreements with each executive officer of
OrCAD and each member of OrCAD's Board of Directors. These indemnity
agreements provide for indemnification of the indemnitee to the fullest extent
allowed by law.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S>
2.0 Agreement and Plan of Merger dated as of October 13, 1997, by and
among OrCAD, Inc., OCA Merger Corporation and MicroSim Corporation
(Incorporated by reference to Appendix A to Joint Proxy
Statement/Prospectus)
3.1 Restated Certificate of Incorporation of OrCAD, Inc.*
3.2 Restated Bylaws of OrCAD, Inc.*
4.1 Rights Agreement dated September 18, 1992*
4.2 Restricted Stock and Registration Rights Agreement dated May 30,
1995*
4.3 Piggyback Registration Rights Agreement dated December 1, 1995*
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<C> <S>
5.0 Opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP as to the legality
of the securities being registered+
8.0 Opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP as to tax matters
10.1 Form of Indemnity Agreement between OrCAD, Inc. and each of its
executive officers and directors*
10.2 1991 Non-Qualified Stock Option Plan*
10.3 1995 Stock Option Plan*
10.4 1995 Stock Option Plan for Nonemployee Directors*
10.5 1995 Stock Incentive Plan*
10.6 1996 Employee Stock Purchase Plan**
10.7 Stock Exchange Agreement dated December 2, 1995 by and among OrCAD,
Inc., Intelligent Systems Corporation, Stuart A. Harrington, Michel A.
Burton, J. Leland Strange, Bonnie L. Herron, Francis A. Marks and
Takeo Maruichi*
10.8 Agreement and Plan of Reorganization dated as of May 10, 1995, by and
among OrCAD, Inc., OM Merger, Inc. and Massteck Ltd.*
10.9 Lease between Pen Nom I Corp. and OrCAD, Inc. dated May 31, 1993*
10.10 Lease Agreement dated as of January 31, 1995 by and between Kurian
Limited Partnership and Massteck Ltd.*
10.11 Form of Advisory Agreement between OrCAD, Inc. and Wolfram H. Blume+
10.12 Form of Employment Agreement between OrCAD, Inc. and Michael Wimbrow+
11.0 Statement regarding earnings per share calculation+
21.0 Subsidiaries of the Registrant*
23.1 Consent of Ater Wynne Hewitt Dodson & Skerritt, LLP (included in legal
opinion filed as Exhibit 5.0)+
23.2 Consent of Ater Wynne Hewitt Dodson & Skerritt, LLP (included in tax
opinion filed as Exhibit 8.0)+
23.3 Consent of KPMG Peat Marwick LLP--OrCAD, Inc.+
23.4 Consent of Ernst & Young LLP--MicroSim Corporation+
23.5 Consent of Redwood Partners LLC+
24.0 Powers of Attorney (included in signature page in Part II of
Registration Statement)+
27.1 Financial Data Schedule
99.1 Form of Proxy for OrCAD Special Meeting of Stockholders+
99.2 Form of Proxy for MicroSim Special Meeting of Shareholders+
99.3 Irrevocable Proxy dated October 13, 1997+
99.4 Consent of Person About to Become a Director+
</TABLE>
- --------
+ Previously filed.
* Incorporated herein by reference to Exhibits of the Company's Registration
Statement on Form SB-2 as amended, effective March 1, 1996 (Commission
Registration No. 333-00198-LA).
** Incorporated herein by reference to Exhibits of the Company's Form 10-K for
the fiscal year ended December 31, 1995.
(b) Financial Statements Schedules
OrCAD, Inc.
Schedule VIII--Valuation and Qualifying Accounts
(c) Report, Opinion or Appraisal
See Appendix B, to Joint Proxy Statement/Prospectus
II-2
<PAGE>
ITEM 22. UNDERTAKINGS.
(a) 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 (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, and (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;
(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 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; and
(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.
(b) The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c),
the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
(c) The registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (b) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any 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.
(d) 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 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.
(e) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
(f) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-3
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF PORTLAND, STATE OF
OREGON, ON THE 12TH DAY OF DECEMBER, 1997.
OrCAD, INC.
By: /s/ Michael F. Bosworth
___________________________________
MICHAEL F. BOSWORTH
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN DULY SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON DECEMBER 12, 1997.
SIGNATURE TITLE
/s/ Michael F. Bosworth President and Chief Executive Officer
- ------------------------------------- (Principal Executive Officer)
MICHAEL F. BOSWORTH
/s/ P. David Bundy Chief Accounting Officer and Secretary
- ------------------------------------- (Principal Financial and Accounting
P. DAVID BUNDY Officer)
John C. Savage * Director
- -------------------------------------
JOHN C. SAVAGE
Richard P. Magnuson * Director
- -------------------------------------
RICHARD P. MAGNUSON
James B. Moon * Director
- -------------------------------------
JAMES B. MOON
Stephen W. Director * Director
- -------------------------------------
STEPHEN W. DIRECTOR
*By: /s/ Michael F. Bosworth
___________________________________
MICHAEL F. BOSWORTH
ATTORNEY-IN-FACT
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION PAGE NO.
------ ----------- --------
<C> <S> <C>
2.0 Agreement and Plan of Merger dated as of October 13, 1997,
by and among OrCAD, Inc., OCA Merger Corporation and
MicroSim Corporation (Incorporated by reference to Appendix
A to Joint Proxy Statement/Prospectus)
3.1 Restated Certificate of Incorporation of OrCAD, Inc.*
3.2 Restated Bylaws of OrCAD, Inc.*
4.1 Rights Agreement dated September 18, 1992*
4.2 Restricted Stock and Registration Rights Agreement dated May
30, 1995*
4.3 Piggyback Registration Rights Agreement dated December 1,
1995*
5.0 Opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP as to
the legality of the securities being registered+
8.0 Opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP as to
tax matters
10.1 Form of Indemnity Agreement between OrCAD, Inc. and each of
its executive officers and directors*
10.2 1991 Non-Qualified Stock Option Plan*
10.3 1995 Stock Option Plan*
10.4 1995 Stock Option Plan for Nonemployee Directors*
10.5 1995 Stock Incentive Plan*
10.6 1996 Employee Stock Purchase Plan**
10.7 Stock Exchange Agreement dated December 2, 1995 by and among
OrCAD, Inc., Intelligent Systems Corporation, Stuart A.
Harrington, Michel A. Burton, J. Leland Strange, Bonnie L.
Herron, Francis A. Marks and Takeo Maruichi*
10.8 Agreement and Plan of Reorganization dated as of May 10,
1995, by and among OrCAD, Inc., OM Merger, Inc. and Massteck
Ltd.*
10.9 Lease between Pen Nom I Corp. and OrCAD, Inc. dated May 31,
1993*
10.10 Lease Agreement dated as of January 31, 1995 by and between
Kurian Limited Partnership and Massteck Ltd.*
10.11 Form of Advisory Agreement between OrCAD, Inc. and Wolfram
H. Blume+
10.12 Form of Employment Agreement between OrCAD, Inc. and Michael
Wimbrow+
11.0 Statement regarding earnings per share calculation+
21.0 Subsidiaries of the Registrant*
23.1 Consent of Ater Wynne Hewitt Dodson & Skerritt, LLP
(included in legal opinion filed as Exhibit 5.0)+
23.2 Consent of Ater Wynne Hewitt Dodson & Skerritt, LLP
(included in tax opinion filed as Exhibit 8.0)+
23.3 Consent of KPMG Peat Marwick LLP--OrCAD, Inc.+
23.4 Consent of Ernst & Young LLP--MicroSim Corporation+
23.5 Consent of Redwood Partners LLC+
24.0 Powers of Attorney (included in signature page in Part II of
Registration Statement)+
27.1 Financial Data Schedule
99.1 Form of Proxy for OrCAD Special Meeting of Stockholders+
99.2 Form of Proxy for MicroSim Special Meeting of Shareholders+
99.3 Irrevocable Proxy dated October 13, 1997+
99.4 Consent of Person About to Become a Director+
</TABLE>
- --------
+ Previously filed.
* Incorporated herein by reference to Exhibits of the Company's Registration
Statement of Form SB-2 as amended, effective March 1, 1996 (Commission
Registration No. 333-00198-LA).
** Incorporated herein by reference to Exhibits of the Company's Form 10-K for
the fiscal year ended December 31, 1995.
<PAGE>
EXHIBIT 8.0
__________________, 1997
OrCAD, Inc.
9300 S.W. Nimbus Avenue
Beaverton, Oregon 97008
MicroSim Corporation
16275 Laguna Canyon Road
Irvine, California 92618
Gentlemen and Ladies:
We are acting as tax counsel to OrCAD, Inc. ("OrCAD") in connection with a
proposed transaction (the "Merger") involving OrCAD, a corporation organized
under the laws of the State of Delaware, OCA Merger Corporation ("Merger Sub"),
a corporation organized under the laws of the State of Oregon, and MicroSim
Corporation ("MicroSim"), a corporation organized under the laws of the State of
California.
The Merger is structured as a statutory merger of Merger Sub with and into
MicroSim, in which MicroSim will be the surviving entity (MicroSim, following
the Merger will be referred to as the "Surviving Corporation"), in accordance
with that certain Agreement and Plan of Merger by and among OrCAD, Merger Sub
and MicroSim, dated as of October 13, 1997 and the exhibits thereto (the
"Agreement"). Except as otherwise indicated herein, capitalized terms used in
this opinion are defined in the Agreement.
Our opinion has been requested in connection with the filing of a
Registration Statement with the Securities and Exchange Commission on October
21, 1997 on Form S-4 (as thereafter amended at any time up to and including the
date hereof, the "Registration Statement"). While this opinion is addressed to
both OrCAD and MicroSim, we have functioned solely as counsel to OrCAD, and this
opinion shall not be construed to reflect or create an attorney client
relationship between ourselves and either MicroSim or holders of MicroSim Stock
or options to acquire shares of MicroSim Stock.
<PAGE>
OrCAD, Inc.
MicroSim Corporation
_______, 1997
Page 2
For purposes of rendering this opinion, we have examined and are relying
upon (without any independent investigation or review thereof) the truth and
accuracy, at all relevant times, of the statements, representations and
warranties contained in the following documents:
1. The Agreement (including exhibits thereto);
2. A Certificate of OrCAD, dated _________, 1997, signed by an
authorized officer of OrCAD and delivered to us by OrCAD and
incorporated herein by reference;
3. A Certificate of MicroSim, dated _________, 1997, signed by an
authorized officer of MicroSim and delivered to us by MicroSim
and incorporated herein by reference;
4. A Certificate of Merger Sub, dated _________, 1997, signed by an
authorized officer of Merger Sub, and delivered to us by Merger
Sub and incorporated herein by reference;
5. Those certain Affiliates Agreements between OrCAD and certain
MicroSim Shareholders and insiders dated ___________,1997; and
6. Such other instruments and documents related to the formation,
organization and operation of OrCAD, Merger Sub and MicroSim or
the consummation of the Merger and the transactions contemplated
thereby as we have deemed necessary or appropriate.
In rendering this opinion, we have assumed or obtained representations and
are relying thereon (without any independent investigation or review thereof)
that:
1. Original documents (including signatures) are authentic,
documents submitted to us as copies conform to the original
documents, and there has been (or will be by the Effective Time
of the Merger) due execution and delivery of all documents where
due execution and delivery are prerequisites to effectiveness
thereof;
<PAGE>
OrCAD, Inc.
MicroSim Corporation
_______, 1997
Page 3
2. Any representation or statement referred to above made "to the
best of knowledge" or otherwise similarly qualified is correct
without such qualification;
3. The Merger will be effective under the applicable states' laws;
4. The fair market value of the OrCAD Common Stock and other
consideration to be received by each MicroSim Shareholder will be
approximately equal to the fair market value of MicroSim Stock
surrendered in the exchange;
5. At the Effective Time of the Merger, MicroSim will not have
outstanding any warrants, options, convertible securities, or any
other type of right pursuant to which any person could acquire
MicroSim Stock that, if exercised or converted, would affect
OrCAD's acquisition or retention of control of the Surviving
Corporation. For this purpose, "control" means the direct
ownership of stock possessing at least eighty percent (80%) of
the total combined voting power for the election of directors of
all classes of the Surviving Corporation stock entitled to vote
and at least eighty percent (80%) of the total number of shares
of each nonvoting class of stock of the Surviving Corporation;
6. There is no present plan or intention on the part of any MicroSim
Shareholder who owns more than one percent (1%) of the
outstanding shares of MicroSim Stock or is an officer or director
of MicroSim, and there is no present plan or intention on the
part of the remaining MicroSim Shareholders, to engage in a sale,
exchange, distribution, pledge, disposition or any other
transaction that would result in a direct or indirect disposition
of shares of OrCAD Common Stock to be issued to MicroSim
Shareholders in the Merger, which disposed shares would have an
aggregate fair market value, as of the Effective Time of the
Merger, in excess of fifty percent (50%) of the aggregate fair
market value, immediately prior to the Merger, of all outstanding
shares of MicroSim Stock. For this purpose, shares of MicroSim
Stock otherwise sold,
<PAGE>
OrCAD, Inc.
MicroSim Corporation
_______, 1997
Page 4
redeemed or disposed of prior to the Effective Time as part of
the plan of reorganization will be taken into account;
7. Following the Merger, the Surviving Corporation will hold at
least (a) ninety percent (90%) of the fair market value of the
net assets held by MicroSim immediately prior to the Merger, (b)
at least seventy percent (70%) of the fair market value of the
gross assets held by MicroSim immediately prior to the Merger,
(c) at least ninety percent (90%) of the fair market value of the
net assets held by Merger Sub immediately prior to the Merger and
(d) at least seventy percent (70%) of the fair market value of
the gross assets held by Merger Sub immediately prior to the
Merger;
8. Following the Merger, the Surviving Corporation will continue
MicroSim's historic business or use a significant portion of
MicroSim's historic business assets in a business;
9. OrCAD, Merger Sub, MicroSim and the MicroSim Shareholders will
each pay their respective expenses, if any, incurred in
connection with the Merger;
10. No outstanding indebtedness of OrCAD or MicroSim has or will
represent equity for tax purposes; no outstanding equity of OrCAD
or MicroSim has represented indebtedness for tax purposes; no
outstanding security, instrument, agreement or arrangement that
provides for, contains, or represents either a right to acquire
OrCAD Common Stock (or to share in the appreciation thereof)
constitutes "stock" for purposes of Section 368(c) of the Code;
11. OrCAD has no present plan or intention to reacquire any of the
OrCAD Common Stock issued in the Merger to MicroSim Shareholders;
12. OrCAD has no present plan or intention of selling or otherwise
disposing of any of the assets of the Surviving Corporation
acquired in the Merger except for dispositions made in the
ordinary course of business, transfers of the assets of the
Surviving Corporation to a corporation controlled by
<PAGE>
OrCAD, Inc.
MicroSim Corporation
_______, 1997
Page 5
the Surviving Corporation, or a merger with OrCAD. OrCAD has no
present plan or intention of liquidating the Surviving
Corporation;
13. OrCAD has not owned, directly or indirectly, nor will it have
owned during the five (5) years preceding the Effective Time,
directly or indirectly, any shares of the capital stock of
MicroSim;
14. Prior to the Merger, OrCAD will be in control of Merger Sub. For
this purpose, "control" means the direct ownership of stock
possessing at least eighty percent (80%) of the total combined
voting power of all classes of Merger Sub stock entitled to vote
and at least eighty percent (80%) of the total number of shares
of each nonvoting class of stock of Merger Sub;
15. Merger Sub has been formed solely in order to consummate the
transactions contemplated by the Agreement, and Merger Sub has
not conducted and will not conduct any business activities or
other operations of any kind other than the issuance of its stock
to OrCAD, prior to the Effective Time of the Merger;
16. No MicroSim Shareholder is acting as agent for OrCAD in
connection with the Merger or approval thereof, and OrCAD will
not reimburse any MicroSim Shareholder for shares of MicroSim
Stock such Shareholder may have purchased or for other
obligations such Shareholder may have incurred;
17. Any purchase of MicroSim Stock by OrCAD stockholders prior to the
Merger was made by such stockholders on their own behalf and with
their own funds and not as a representative, or for the benefit
of, OrCAD;
18. OrCAD has no present plan or intention to cause the Surviving
Corporation to issue additional shares of Surviving Corporation
capital stock that would result in OrCAD losing control of the
Surviving Corporation. For this purpose, "control" means the
direct ownership of stock possessing at least eighty percent
(80%) of the total combined voting power for the election of
directors of all classes of Surviving Corporation Stock
<PAGE>
OrCAD, Inc.
MicroSim Corporation
_______, 1997
Page 6
entitled to vote and at least eighty percent (80%) of the total
number of shares of each nonvoting class of stock of Surviving
Corporation;
19. Other than amounts paid to dissenters and amounts paid in lieu of
fractional shares, the only consideration to be received,
directly or indirectly, by MicroSim Shareholders in the Merger
for their MicroSim Stock is OrCAD Common Stock. OrCAD has not
agreed to assume, nor will it directly or indirectly assume, any
expense or liability, whether contingent or fixed, of any holder
of MicroSim Stock. OrCAD has no present plan or intention to
contribute any additional capital to MicroSim or the Surviving
Corporation or to make any loans to MicroSim or the Surviving
Corporation for the purpose of directly or indirectly paying any
additional consideration to any holders of MicroSim Stock. None
of the MicroSim Stock exchanged for OrCAD Common Stock in the
Merger will be subject to any liabilities; and
20. No part of the consideration to be exchanged for MicroSim Stock
will be received by a MicroSim Shareholder as a creditor,
employee, or in any capacity other than that of a MicroSim
Shareholder.
Based on the foregoing documents, materials, assumptions and information,
and subject to the qualifications and assumptions set forth herein, it is our
opinion that, if the Merger is consummated in accordance with the provisions of
the Agreement and the exhibits thereto:
(1) the Merger of Merger Sub with and into MicroSim, with MicroSim
surviving the Merger, will qualify as a reorganization within the meaning of
Section 368(a) of the Code;
(2) each of OrCAD, Merger Sub, and MicroSim will be a party to a
reorganization within the meaning of Section 368(b) of the Code; and
(3) no gain or loss will be recognized by the MicroSim Shareholders as
a result of the Merger with respect to the shares of MicroSim Stock converted
into shares of OrCAD Common Stock (except to the extent of cash received in lieu
of fractional shares or as a result of exercising dissenters' rights) or as a
result of the return of the Escrowed Merger Consideration to OrCAD.
<PAGE>
OrCAD, Inc.
MicroSim Corporation
_______, 1997
Page 7
Our opinions set forth above are based on the existing provisions of the
Code, Treasury Regulations (including Temporary and Proposed Treasury
Regulations) promulgated under the Code, published Revenue Rulings, Revenue
Procedures and other announcements of the Internal Revenue Service (the "IRS")
and existing court decisions, any of which could be changed at any time. Any
such changes might be retroactive with respect to transactions entered into
prior to the date of such changes and could significantly modify the tax results
described in the opinions set forth above. We undertake no responsibility to
advise you of any subsequent developments in the application, operation or
interpretation of the federal income tax laws.
Our opinion concerning certain of the federal income tax consequences of
the Merger is limited to the specific federal income tax consequences presented
above. No opinion is expressed as to any transaction other than the Merger,
including any transaction undertaken in connection with the Merger. In addition,
this opinion does not address any estate, gift, state, local or foreign tax
consequences that may result from the Merger. In particular, we express no
opinion regarding (1) the amount, existence, or availability after the Merger,
of any of the federal income tax attributes of MicroSim, Merger Sub or OrCAD
(including, without limitation, foreign tax credits or net operating loss
carryforwards, if any, of MicroSim, Merger Sub, or OrCAD); (2) any transaction
in which MicroSim Stock is acquired or OrCAD Common Stock is disposed of, (3)
the potential application of the "disqualifying disposition" rules of Section
421 of the Code to dispositions of MicroSim Stock; (4) the effects of any
MicroSim Stock acquired by the holder thereof in exchange for stock acquired
subject to the provisions of Section 83(a) of the Code; (5) the effects of the
Merger on any payment that is or may be subject to Section 280G of the Code; or
(6) the effects of the Merger on a holder of options to acquire MicroSim Stock,
whether vested or nonvested, compensatory or noncompensatory, incentive stock
options or nonqualified stock options.
In addition to your request for our opinion on these specific matters of
federal income tax law, you have asked us to review the discussion of federal
income tax issues contained in the Registration Statement. We have reviewed the
discussion entitled "Certain Federal Income Tax Considerations" contained in the
Registration Statement and believe that such information fairly presents the
current federal income tax law applicable to the Merger, and the material income
tax consequences to MicroSim, Merger Sub, OrCAD, and MicroSim Shareholders as a
consequence of the Merger.
<PAGE>
OrCAD, Inc.
MicroSim Corporation
_______, 1997
Page 8
No ruling has or will be requested from the IRS concerning the federal
income tax consequences of the Merger. In reviewing this opinion, you should be
aware that the opinions set forth above represent our conclusions regarding the
application of existing federal income tax law to the Merger. If the facts vary
from those relied upon (including if any representations, covenants, warranties
or assumptions upon which we have relied are inaccurate, incomplete, breached or
ineffective), our opinions contained herein could be inapplicable. You should be
aware that an opinion of counsel represents only the best legal judgment of
counsel, and has no binding official status of any kind, and that no assurance
can be given that contrary positions may not be taken by the IRS or that a court
considering the issues would not hold otherwise.
This opinion is being delivered solely for the purposes of (1) being
included as an exhibit to the Registration Statement and (2) satisfying the
conditions set forth in Section 7.2(p) of the Agreement; it may not be relied
upon or utilized for any other purpose or by any other person or entity, and
may not be made available to any other person or entity, without our prior
written consent. We do however, consent to (a) the use of this opinion to
satisfy the conditions set forth in Section 7.2(p) of the Agreement, (b) the
use of this opinion as an exhibit to the Registration Statement, (c) the
reliance upon this opinion by holders of MicroSim Stock and holders of options
to acquire shares of MicroSim Stock, and (d) to the use of our name in the
Registration Statement wherever it appears. In giving such consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
ATER WYNNE HEWITT DODSON & SKERRITT, LLP
Scott E. Schickli
