<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 11, 1997.
REGISTRATION NO. 333-______
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUICKTURN DESIGN SYSTEMS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 77-0159619
---------- ----------
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
440 Clyde Avenue
Mountain View, California 94043
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
SPEEDSIM, INC. 1995 INCENTIVE AND
NONQUALIFIED STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
Keith R. Lobo
President and Chief Executive Officer
Quickturn Design Systems, Inc.
440 Clyde Avenue
Mountain View, California 94043
(415) 967-3300
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
HERBERT P. FOCKLER, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(415) 493-9300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE FEE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value
- - Outstanding under SpeedSim, Inc. 1995 Incentive
and Nonqualified Stock Option Plan 422,857 $.6550 $276,971.335 $84
- --------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to the Agreement and Plan of Reorganization, dated as of January
16, 1997, by and among Quickturn Design Systems, Inc. (the "Registrant"),
SpeedSim, Inc. ("SpeedSim"), and QT Corporation, the Registrant assumed all
of the outstanding options to purchase Common Stock of SpeedSim under the
SpeedSim, Inc. 1995 Incentive and Nonqualified Stock Option Plan, and such
options became exercisable to purchase shares of Registrant Common Stock,
subject to appropriate adjustments to the number of shares and exercise
price of each such assumed option.
(2) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the filing fee on the basis of the weighted average exercise
price of $.6550 per share.
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<PAGE>
QUICKTURN DESIGN SYSTEMS, INC.
REGISTRATION STATEMENT ON FORM S-8
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
ITEM 1. PLAN INFORMATION.
Omitted pursuant to the instructions and provisions of Form S-8.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Omitted pursuant to the instructions and provisions of Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCES.
There are hereby incorporated by reference in this Registration Statement
the following documents and information heretofore filed by the Registrant with
the Securities and Exchange Commission (the "Commission"):
(1) The Registrant's Annual Report on Form 10-K under the Securities
Exchange Act of 1934 (the "Exchange Act") for the fiscal year ended December 31,
1995.
(2) The Registrant's Quarterly Reports on Form 10-Q under the Exchange Act
for the fiscal quarters ended March 31, 1996, June 30, 1996 and September 30,
1996.
(3) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated October 29, 1993 (File No.
0-22738) filed pursuant to Section 12(g) of the Exchange Act and declared
effective in December 1993, including any amendment or report filed for the
purpose of updating such description.
In addition, all documents filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
II-1
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation limits the liability of
directors for monetary damages to the maximum extent permitted by Delaware law.
Delaware law provides that directors of a corporation will not be personally
liable for monetary damages for breach of their fiduciary duties as directors,
except for liability (i) for any breach of their duty of loyalty to the
corporation or its stockholders; (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law; (iii) for
unlawful payments of dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the Delaware General Corporation Law; or (iv) for any
transaction from which the director derived an improper personal benefit.
The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and executive officers and may indemnify its other officers,
employees, agents and other agents to the fullest extent permitted by law. The
Registrant believes that indemnification under its Bylaws covers at least
negligence and gross negligence on the part of indemnified parties. The
Registrant's Bylaws also permit the Registrant to secure insurance on behalf of
any officer, director, employee or other agent for any liability arising out of
his or her actions in such capacity, regardless of whether the Bylaws would
permit indemnification.
The Registrant has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in the Registrant's
Bylaws. These agreements, among other things, indemnify the Registrant's
directors and officers for certain expenses (including attorneys' fees),
judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, including any action by or in the right of the Registrant,
arising out of such person's services as a director or officer of the
Registrant, any subsidiary of the Registrant or any other company or enterprise
to which the person provides services at the request of the Registrant.
The Registrant also maintains an insurance policy insuring its directors
and officers against liability for certain acts and omissions while acting in
their official capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Description
------- ------------------------------------------------------
4.1 SpeedSim, Inc. 1995 Incentive and Nonqualified Stock
Option Plan
5.1 Opinion of counsel as to legality of securities being
registered
23.1 Consent of Independent Accountants
23.2 Consent of counsel (contained in Exhibit 5.1)
24.1 Powers of Attorney (see page II-5)
II-2
<PAGE>
ITEM 9 . 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.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective 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 (a)(1)(i) and (a)(1)(ii) do not
apply if 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 Securities Exchange Act of 1934
that are incorporated by reference in this 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.
(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 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(h) 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
II-3
<PAGE>
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
II-4
<PAGE>
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 Mountain View, State of California, on this 11th day
of February 1997.
QUICKTURN DESIGN SYSTEMS, INC.
By: /s/ Raymond K. Ostby
------------------------------------
Raymond K. Ostby
Vice President, Finance and
Administration,
Chief Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Keith R. Lobo and Raymond K. Ostby,
jointly and severally, as his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorney-in-
fact, or his substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on the
11th day of February 1997 in the capacities indicated.
SIGNATURE TITLE
- ---------------------- -----------------------------------------------------
/s/ Keith R. Lobo President, Chief Executive Officer and Director
- ---------------------- (PRINCIPAL EXECUTIVE OFFICER)
Keith R. Lobo
/s/ Raymond K. Ostby Vice President, Finance and Administration, Chief
- ---------------------- Financial Officer and Secretary
Raymond K. Ostby (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
/s/ Glen M. Antle Chairman of the Board of Directors
- ----------------------
Glen M. Antle
/s/ Richard C. Alberding Director
- ------------------------
Richard C. Alberding
Director
- ------------------------
Michael R. D'Amour
/s/ Yen-son (Paul) Huang Director
- ------------------------
Yen-Son (Paul) Huang
/s/ Frank J. Caufield Director
- ------------------------
Frank J. Caufield
/s/ David K. Lam Director
- -----------------------
David K. Lam
II-5
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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EXHIBITS
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REGISTRATION STATEMENT ON FORM S-8
QUICKTURN DESIGN SYSTEMS, INC.
February 11, 1997
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
------------------------------------------------------------
4.1 Speedsim, Inc. 1995 Incentive and Nonqualified Stock Option Plan
5.1 Opinion of counsel as to legality of securities being registered
23.1 Consent of Independent Accountants
23.2 Consent of counsel (contained in Exhibit 5.1)
24.1 Powers of Attorney (see page II-5)
<PAGE>
EXHIBIT 4.1
SPEEDSIM, INC.
1995 INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
SECTION 1. PURPOSE
This 1995 Incentive and Nonqualified Stock Option Plan (the "Plan") of
SpeedSim, Inc., a Delaware corporation (the "Company"), is designed to provide
additional incentive to executives, key employees and consultants of the
Company, its parent and subsidiaries by affording them an opportunity to acquire
or increase their proprietary interest in the Company through the acquisition of
shares of its Common Stock. The Company intends that, unless the Board of
Directors shall otherwise determine, options issued to employees under the Plan
will qualify as incentive stock options ("Incentive Stock Options") as defined
in Section 422A of the Internal Revenue Code of 1986, as amended (the "Code"),
and the terms of the Plan shall be interpreted in accordance with this
intention. Nonqualified stock options ("Nonqualified Stock Options") may also
be granted under the Plan. The terms "parent" and "subsidiary" shall have the
respective meanings set forth in Section 425 of the Code.
SECTION 2. ADMINISTRATION
2.1 AUTHORITY. The Plan shall be administered by the Board of
Directors of the Company (the "Board"). The Board may, to the full extent
permitted by law, delegate any or all of its powers under the Plan, other than
its power to modify, revise or terminate the Plan under Section 13 hereof, to a
committee of not fewer than three Directors (the "Committee") appointed by the
Board. Action by the Board or the Committee, as the case may be, shall require
the affirmative vote of a majority of all members thereof.
<PAGE>
2.2 POWERS. Subject to the terms and conditions of the Plan, the Board
shall have the power:
(a) To determine from time to time the persons eligible to receive
options and the options to be granted to such persons under the Plan and to
prescribe the terms, conditions, restrictions, if any, and provisions
(which need not be identical) of each option granted under the Plan to such
persons;
(b) To construe and interpret the Plan and options granted
thereunder and to establish, amend, and revoke rules and regulations for
administration of the Plan. In this connection, the Board may correct any
defect, supply any omission, or reconcile any inconsistency in the Plan or
in any option agreement in the manner and to the extent it shall deem
necessary or expedient to make the Plan fully effective. All decisions and
determinations by the Board in the exercise of this power shall be final
and binding upon the Company and optionees; and
(c) Generally, to exercise such powers and to perform such acts as
the Board shall deem necessary or expedient to promote the best interests
of the Company with respect to the Plan.
To the extent that any section of the Plan refers to the exercise by the
Board of any of the powers set forth above in this section, reference in that
section to the Board shall also constitute a reference to the Committee.
SECTION 3. STOCK
3.1 COMMON STOCK. The stock subject to the options granted under the
Plan shall be shares of the Company's authorized but unissued common stock, or
shares of the Company's common stock held in treasury, $.001 par value (the
"Common Stock"). The
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<PAGE>
total number of shares that may be issued pursuant to options granted under the
Plan shall not exceed an aggregate of 980,000 shares of Common Stock; provided,
however, that the class and aggregate number of shares that may be subject to
options granted under the Plan shall be subject to adjustment as provided in
Section 10 hereof.
3.2 TERMINATED OPTIONS. Whenever any outstanding option under the Plan
expires, is cancelled or is otherwise terminated (other than by exercise), the
shares of Common Stock allocable to the unexercised portion of such option may
again be the subject of options under the Plan.
SECTION 4. ELIGIBILITY
4.1 ELIGIBLE EMPLOYEES. Incentive Stock Options under the Plan may be
granted only to executives and other key employees of the Company or its parent
or subsidiaries. Nonqualified Options may be granted to officers or other
employees of the Company or its parent or subsidiaries, to Directors of the
Company or its parent or subsidiaries, and to other individuals providing
services to the Company or its parent or subsidiaries.
4.2 LIMITATION ON OPTIONS TO 10% HOLDERS. No Incentive Stock Option
shall be granted to an individual who, at the time the option is granted, owns
(including ownership attributed pursuant to Section 425 of the Code) more than
ten percent (10%) of the total combined voting power of all classes of stock of
the Company or any parent or subsidiary (a "greater-than-ten-percent
stockholder"), unless such option provides that (i) the purchase price per share
shall not be less than one hundred ten percent (110%) of the fair market value
of the Common Stock at the time such option is granted, and (ii) such option
shall not be exercisable to any extent after the expiration of five (5) years
from the date it is granted.
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<PAGE>
4.3 DOLLAR LIMITATION. The aggregate fair market value (determined at
the time the option is granted) of the Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by any optionee
during any calendar year (under the Plan and any other plans of the Company or
any parent or subsidiary for the issuance of incentive stock options) shall not
exceed $100,000.
SECTION 5. PRICE AND BASIC TERMS OF OPTIONS
5.1 EXPIRATION. Notwithstanding any other provision of the Plan or of
any option agreement, but subject in each case to Section 5.4 of this Plan, each
option shall expire on the date specified in the relevant option agreement or
grant, which date shall not be later than the tenth anniversary (fifth
anniversary in the case of an Incentive Stock Option granted to a
greater-than-ten-percent stockholder) of the date on which the option was
granted.
5.2 EXERCISE. Each option may be exercised, so long as it is valid and
outstanding from time to time, in part or as a whole, subject to any limitations
with respect to the number of shares for which the option may be exercised at a
particular time and to such other conditions as the Board in its discretion may
specify upon granting the option.
5.3 PURCHASE PRICE. The purchase price per share under each option
shall be determined by the Board and, in the case of Incentive Stock Options,
shall not be less than the fair market value of the Common Stock on the date the
option is granted (110% of the fair market value in the case of a
greater-than-ten-percent stockholder), such fair market value to be determined
by the Board.
5.4 TERMINATION OF EMPLOYMENT OR DEATH OF OPTIONEE.
(a) Except as may be otherwise expressly provided herein, options
shall terminate on the earlier of
-4-
<PAGE>
(i) the date of expiration thereof,
(ii) one (1) day after termination of the employment
relationship or consulting relationship between the Company and the optionee for
cause as determined by the Company,
(iii) thirty (30) days after termination of the employment
or consulting relationship between the Company and the optionee by the Company
without cause, or
(iv) one (1) day after termination of the employment
relationship or consulting relationship between the Company and the optionee at
the volition of the employee, other than by reason of death, permanent
disability or retirement in good standing from the employ of the Company for
reasons of age or disability under the then established rules of the Company.
An employment relationship or consulting relationship, as the case may be,
between the Company and the optionee shall be deemed to exist during any period
in which the optionee is employed by or providing services to, as the case may
be, the Company or its parent or any subsidiary. Whether a particular
authorized leave of absence or absence on military or government service shall
constitute termination of the employment or consulting relationship between the
Company and the optionee shall be determined by the Board at the time thereof.
As used herein, "cause" shall be determined by the Company.
(b) In the event of the death or permanent disability of an
optionee while in the employ of the Company (as an employee or consultant) and
before the date of expiration of such optionee's options, such option shall
terminate on the earlier of such date of expiration or 180 days following the
date of such death or permanent disability. After the death or permanent
disability of the optionee, the optionee's executors, administrators or any
-5-
<PAGE>
person or persons to whom the optionee's option may be transferred by will or by
the laws of descent and distribution, shall have the right, at any time prior to
such termination, to exercise the option to the extent the optionee was entitled
to exercise such option immediately prior to the optionee's death or permanent
disability.
(c) If, before the date of expiration of the option, the optionee
shall be retired in good standing from the employ of the Company for reasons of
age or disability under the then established rules of the Company, the option
shall terminate on the earlier of such date of expiration or 30 days after the
date of such retirement. In the event of such retirement, the optionee shall
have the right prior to the termination of such option to exercise the option to
the extent to which the optionee was entitled to exercise such option
immediately prior to such retirement.
(d) If an optionee holding an Incentive Stock Option ceases to be
an employee and thereafter immediately becomes a consultant to the Company upon
ceasing to be an employee, such Incentive Stock Option may, at the election of
the Company, convert to a nonqualified stock option.
5.5 TRANSFERABILITY OF OPTIONS. Options and the rights and privileges
conferred thereby shall not be assigned, pledged, hypothecated or otherwise
transferred in any manner other than by will or under the laws of descent and
distribution, and shall not be subject to execution, attachment or similar
process. Options shall be exercisable, during the optionee's lifetime, only by
the optionee.
5.6 RIGHTS OF OPTIONEES. No optionee shall be deemed for any purpose
to be the owner of any shares of Common Stock subject to any option unless and
until the option shall
-6-
<PAGE>
have been exercised pursuant to the terms thereof and the Company shall have
issued and delivered certificates representing the shares to the optionee.
SECTION 6. OPTION AGREEMENTS; AMENDMENTS
Each option granted hereunder shall be embodied in a written option
agreement which shall be subject to the terms and conditions of the Plan and
shall contain such terms, conditions, restrictions, if any, and provisions as
the Board shall deem advisable at the time of grant; PROVIDED THAT such
additional provisions, or such amendments as may be agreed to by the Company and
the Optionee, shall not be inconsistent with any other term or condition of the
Plan and such additional or amended provisions shall not cause any Incentive
Stock Option granted under the Plan to fail to qualify as an incentive option
within the meaning of Section 422A of the Code. Option agreements need not be
identical, but each option agreement by appropriate language shall include the
substance of all of the provisions of Section 5 of the Plan. Each option
agreement shall be signed by the President or the Treasurer or, if authorized by
the Board, by any Vice President of the Company for and in the name and on
behalf of the Company.
SECTION 7. REPURCHASE RIGHTS AND RIGHTS OF FIRST REFUSAL
The Board may in its discretion provide upon the grant of any option
hereunder that the Company shall have an option to repurchase, upon such terms
and conditions as are determined by the Board, all or any number of shares
purchased upon exercise of such option. The repurchase price per share payable
by the Company shall be such amount or be determined by such formula as is fixed
by the Board at the time the option for the shares subject to repurchase is
granted. The Board may also provide that the Company shall have the right of
first refusal with respect to the transfer or proposed transfer after exercise
of
-7-
<PAGE>
shares purchased under an option granted hereunder. In the event the Board
shall grant options subject to the Company's repurchase option or rights of
first refusal, the certificates representing the shares purchased pursuant to
such option shall carry a legend satisfactory to counsel for the Company
referring to the Company's repurchase option or right of first refusal.
SECTION 8. "LOCKUP" AGREEMENT
The Board of Directors may in its discretion specify upon granting an
option that as a condition to exercise of the option, the optionee shall agree
in writing that for a period of time (not to exceed 180 days) from the effective
date of any registration of securities of the Company (upon request of the
Company or the underwriters managing any underwritten offering of the Company's
securities), the optionee will not sell, make any short sale of, loan, grant any
option for the purchase of, or otherwise dispose of any shares issued pursuant
to the exercise of such option, without the prior written consent of the Company
or such underwriters, as the case may be.
SECTION 9. METHOD OF EXERCISE; PAYMENT OF PURCHASE PRICE
9.1 NOTICE OF EXERCISE. Any option granted under the Plan may be
exercised by the optionee by delivering to the Company on any business day a
written notice specifying the number of shares of Common Stock the optionee then
desires to purchase and specifying the address to which the certificates for
such shares are to be mailed (the "Notice"), accompanied by payment for such
shares and any documents required under Section 11 or any other provision of the
Plan.
9.2 DELIVERY OF PAYMENT. Payment for the shares of Common Stock
purchased pursuant to the exercise of an option shall be made either by (i)
cash, certified check, bank
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<PAGE>
draft or postal or express money order equal to the option price for the number
of shares specified in the Notice, or (ii) with the consent of the Board, shares
of Common Stock of the Company having a fair market value equal to the option
price of such shares, or (iii) with the consent of the Board, a combination of
(i) and (ii). For the purpose of the preceding sentence, the fair market value
per share of Common Stock so delivered to the Company shall be determined by the
Board. As promptly as practicable after receipt of the Notice, the accompanying
payment and any documents required by Section 11 hereof or any other provision
of the Plan, the Company shall deliver to the optionee certificates for the
number of shares with respect to which such option has been so exercised, issued
in the optionee's name; provided, however, that such delivery shall be deemed
effected for all purposes when the Company or a stock transfer agent of the
Company shall have deposited such certificates in the United States mail,
addressed to the optionee, at the address specified in the Notice.
SECTION 10. CHANGES IN COMPANY'S CAPITAL STRUCTURE
10.1 RIGHTS OF COMPANY. The existence of outstanding options shall not
affect in any way the right or power of the Company or its stockholders to make
or authorize, without limitation, any or all adjustments, recapitalizations,
reorganizations or other changes in the Company's capital structure or its
business, or any merger or consolidation of the Company, or any issue of Common
Stock, or any issue of bonds, debentures, preferred or prior preference stock or
other capital stock ahead of or affecting the Common Stock or the rights
thereof, or the dissolution or liquidation of the Company, or any sale or
transfer of all or any part of its assets or business, or any other corporate
act or proceeding, whether of a similar character or otherwise.
-9-
<PAGE>
10.2 RECAPITALIZATION, STOCK SPLITS AND DIVIDENDS. If the Company shall
effect a subdivision or consolidation of shares or other capital readjustment,
the payment of a stock dividend, or other increase or reduction of the number of
shares of the Common Stock outstanding, in any such case without receiving
compensation therefor in money, services or property, then (i) the number,
class, and price per share of shares of stock subject to outstanding options
hereunder shall be appropriately adjusted in such a manner as to entitle an
optionee to receive upon exercise of an option, for the same aggregate cash
consideration, the same total number and class of shares as the optionee would
have received as a result of the event requiring the adjustment had the optionee
exercised such option in full immediately prior to such event; and (ii) the
number and class of shares with respect to which options may be granted under
the Plan shall be adjusted by substituting for the total number of shares of
Common Stock then reserved for issuance under the Plan that number and class of
shares of stock that the owner of an equal number of outstanding shares of
Common Stock would own as the result of the event requiring the adjustment.
10.3 MERGER WITHOUT CHANGE OF CONTROL. After a merger or consolidation
of the Company and one or more corporations in which the stockholders of the
Company immediately prior to such merger or consolidation own after such merger
or consolidation shares representing at least fifty percent (50%) of the voting
power of the Company or the surviving or resulting corporation, as the case may
be, each holder of an outstanding option shall, at no additional cost, be
entitled upon exercise of such option to receive, in lieu of shares of Common
Stock, the shares of stock or other securities or property (including, without
limitation, shares of stock or other securities of another corporation) to which
such holder would have been entitled pursuant to the terms of the merger or
consolidation if,
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<PAGE>
immediately prior to such merger or consolidation, such holder had been the
holder of record of a number of shares of Common Stock equal to the number of
shares for which such holder wishes to exercise the option.
10.4 SALE OR MERGER WITH CHANGE OF CONTROL. If the Company is merged or
consolidated with another corporation under circumstances in which the
stockholders of the Company immediately prior to such merger or consolidation do
not own after such merger or consolidation shares representing at least fifty
percent (50%) of the voting power of the Company or the surviving or resulting
corporation, as the case may be, or if the Company is liquidated, or sells or
otherwise disposes of substantially all of its assets, in any such case while
unexercised options remain outstanding under the Plan, (i) subject to the
provisions of clauses (ii) and (iii) below, after the effective date of such
merger, consolidation, liquidation, sale or disposition, as the case may be,
each holder of an outstanding option shall be entitled, upon exercise of such
option, to receive, in lieu of shares of Common Stock, the shares of stock or
other securities, cash or property (including, without limitation, shares of
stock or other securities of another corporation) to which such holder would
have been entitled pursuant to the terms of the merger, consolidation,
liquidation, sale or disposition if, immediately prior to such event, such
holder had been the holder of record of a number of shares of Common Stock equal
to the number for which such holder wishes to exercise the option; (ii) the
Board may accelerate the time for exercise of all unexercised and unexpired
options to a date prior to the effective date of such merger, consolidation,
liquidation, sale or disposition, as the case may be, specified by the Board; or
(iii) all outstanding options may be cancelled by the Board as of the effective
date of such merger, consolidation, liquidation, sale or disposition provided
that (x) notice of such cancellation shall be given to each holder
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of an option and (y) each holder of an option shall have the right to exercise
such option to the extent that the same is then exercisable or, if the Board
shall have accelerated the time for exercise of all unexercised and unexpired
options, in full during the 30-day period preceding the effective date of such
merger, consolidation, liquidation, sale or disposition.
10.5 ADJUSTMENTS TO COMMON STOCK SUBJECT TO OPTIONS. Except as
hereinbefore expressly provided, the issuance by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class, for
cash or property, or for labor or services, either upon direct sale or upon the
exercise of rights or warrants to subscribe therefor, or upon conversion of
shares or obligations of the Company convertible into such shares or other
securities shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of shares of Common Stock then subject to
outstanding options.
10.6 MISCELLANEOUS. Adjustments under this Section 10 shall be
determined by the Board and such determinations shall be conclusive. No
fractional shares of Common Stock shall be issued under the Plan on account of
any adjustment specified above.
SECTION 11. GENERAL RESTRICTIONS
11.1 INVESTMENT REPRESENTATIONS. The Company may require any person to
whom an option is granted, as a condition of exercising such option, to give
written assurances in substance and form satisfactory to the Company to the
effect that such person is acquiring the Common Stock subject to the option for
the person's own account for investment and not for, with a view to or in
connection with any resale or distribution thereof, and to such other effects as
the Company deems necessary or appropriate in order to comply with federal and
applicable state securities laws.
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11.2 COMPLIANCE WITH SECURITIES LAWS. The Company shall not be required
to sell or issue any shares under any option if the issuance of such shares
shall constitute a violation by the optionee or by the Company of any provision
of any law or regulation of any governmental authority. In addition, in
connection with the Securities Act of 1933, as now in effect or hereafter
amended (the "Act"), upon exercise of any option, the Company shall not be
required to issue such shares unless the Board has received evidence
satisfactory to it to the effect that the holder of such option will not
transfer such shares except pursuant to a registration statement in effect under
the Act or unless an opinion of counsel satisfactory to the Company has been
received by the Company to the effect that such registration is not required.
Any determination in this connection by the Board or the Committee, as the case
may be, shall be final, binding and conclusive. In the event the shares
issuable on exercise of an option are not registered under the Act, the Company
may imprint upon any certificate representing shares so issued the following
legend or any other legend which counsel for the Company considers necessary or
advisable to comply with the Act and with applicable state securities laws:
The shares of stock represented by this certificate have not
been registered under the Securities Act of 1933 or under
the securities laws of any State and may not be pledged,
hypothecated, sold or otherwise transferred unless the
registration requirements of such Act and all such laws have
been complied with or unless the Corporation has received an
opinion of counsel satisfactory to the Corporation, in form
and substance satisfactory to the Corporation, that such
registration is not required for such transfer.
The Company may, but shall in no event be obligated to, register any
securities covered by the Plan pursuant to the Act; and in the event any shares
are so registered the Company may remove any legend on certificates representing
such shares. The Company
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shall not be obligated to take any affirmative action in order to cause the
exercise of an option or the issuance of shares pursuant thereto to comply with
any law or regulation of any governmental authority.
SECTION 12. NO EMPLOYMENT OBLIGATION
The granting of any option shall not impose upon the Company any obligation
to employ or continue to employ any optionee as an employee or consultant; and
the right of the Company to terminate the employment of any officer or other
employee or consultant shall not be diminished or affected by reason of the fact
that an option has been granted to such officer, employee or consultant.
SECTION 13. AMENDMENT OR TERMINATION OF THE PLAN
The Board of Directors may modify, revise or terminate the Plan at any time
and from time to time, except that the class of employees eligible to receive
Incentive Stock Options and the aggregate number of shares issuable pursuant to
the Plan shall not be changed or increased, other than by operation of Section
10 hereof, without the consent of the stockholders of the Company. Except as
provided in Section 10 hereof, rights and obligations under any option granted
before any amendment of the Plan shall not be altered or impaired by such
amendment without the consent of the optionee.
SECTION 14. NONEXCLUSIVITY OF THE PLAN
Neither the adoption of the Plan by the Board of Directors nor the
submission of the Plan to the stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board of Directors to
adopt such other incentive arrangements as it may deem desirable, including,
without limitation, the granting of stock options
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otherwise than under the Plan, and such arrangements may be either applicable
generally or only in specific cases.
SECTION 15. EFFECTIVE DATE AND DURATION OF PLAN
The Plan shall become effective upon its adoption by the Board of
Directors. The Plan shall terminate (i) when the total amount of Common Stock
with respect to which options may be granted shall have been issued upon the
exercise of options or (ii) by action of the Board of Directors pursuant to
Section 13 hereof, whichever shall first occur.
SECTION 16. GOVERNING LAW
The Plan and all options issued under it shall be governed by, and
construed and enforced in accordance with, the substantive laws of The
Commonwealth of Massachusetts.
* * * * * * * *
<PAGE>
EXHIBIT 5.1
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
TELEPHONE 415-493-9300 FACSIMILE 415-493-6811
February 11, 1997
Quickturn Design Systems, Inc.
440 Clyde Avenue
Mountain View, California 94043
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Quickturn Design Systems, Inc. (the "Registrant" or
"you"), with the Securities and Exchange Commission on or about February 11,
1997, in connection with the registration under the Securities Act of 1933, as
amended, of 422,857 shares of your Common Stock (the "Shares") reserved for
issuance pursuant to the SpeedSim, Inc. 1995 Incentive and Nonqualified Stock
Option Plan (the "Plan"). As your legal counsel, we have examined the actions
taken and proposed to be taken by you in connection with the proposed sale,
issuance and payment of consideration for the Shares to be issued under the
Plan.
It is our opinion that, upon completion of the actions being taken, or
contemplated by us as your counsel to be taken by you prior to the issuance of
the Shares pursuant to the Registration Statement and the Plan, and upon
completion of the actions being taken in order to permit such transactions to be
carried out in accordance with the securities laws of the various states where
required, the Shares will be legally and validly issued, fully paid and non-
assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any amendment thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the SpeedSim, Inc. 1995 Incentive and Nonqualified Stock
Option Plan of our report dated January 18, 1996, on our audits of the
consolidated financial statements and financial statement schedules of Quickturn
Design Systems, Inc. as of December 31, 1995 and 1994 and for the years ended
December 31, 1995, 1994, and 1993, which report is incorporated by reference in
the Annual Report on Form 10-K for the year ended December 31, 1995, filed with
the Securities and Exchange Commission.
/s/ Coopers & Lybrand L.L.P.
San Jose, California
February 10, 1997
