<PAGE>
As filed with the Securities and Exchange Commission on December 17, 1996
Registration Statement No. 333-____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
SUMMIT DESIGN, INC.
(Exact name of Registrant as specified in its charter)
Delaware 93-1137888
-------- ----------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
9305 S.W. Gemini Drive, Beaverton, Oregon 97008
(Address of Principal Executive Officer)
_______________
1994 STOCK PLAN
1996 DIRECTOR OPTION PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
_______________
LARRY J. GERHARD
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Summit Design, Inc.
9305 S.W. Gemini Drive
Beaverton, Oregon 97008
(503) 643-9281
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_______________
Copy to:
Steven V. Bernard, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304-1050
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
Title of Securities to be Registered Amount to be Proposed Maximum Offering Proposed Maximum Amount of
Registered(1) Price Per Share Aggregate Offering Registration
Price Fee
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value
Reserved and outstanding under 1994 Stock Plan 1,561,069 shares $2.12/$9.63(2) $ 7,594,807 $2,302
Reserved under 1996 Director Option Plan 150,000 shares $9.63(3) $ 1,444,500 $438
Reserved under 1996 Employee Stock Purchase 150,000 shares $8.08(4) $ 1,212,000 $367
Plan
TOTAL 1,861,069 shares $10,251,307 $3,107
---------
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been broken
down into three subtotals.
(2) Computed in accordance with Rule 457(h) and 457(c) under the Securities
Act of 1933. Such computation is based on the weighted average exercise
price of $2.12 per share covering 990,451 outstanding options and the
estimated exercise price of $9.63 per share covering 570,618 authorized
but unissued shares. The estimated exercise price of $9.63 per share was
computed in accordance with Rule 457 by averaging the high and low prices
of a share of Summit Design, Inc. Common Stock as reported in the Nasdaq
National Market on December 11, 1996
(3) Computed in accordance with Rule 457(h) and 457(c) under the Securities
Act of 1933. Such computation is based on the estimated exercise price
of $9.63 per share covering 150,000 authorized but unissued shares. The
estimated exercise price of $9.63 per share was computed in accordance
with Rule 457 by averaging the high and low prices of a share of Summit
Design, Inc. Common Stock as reported in the Nasdaq National Market on
December 11, 1996.
(4) The exercise price of $8.08 per share, computed in accordance with Rule
457(h) under the Securities Act of 1933, is 85% of the fair market value
of a share of Summit Design, Inc. Common Stock on October 17, 1996, the
initial Enrollment Date which was equal to the price to public as set
forth in the final prospectus for the Company's initial public offering.
Pursuant to Section 2(m) of the 1996 Employee Stock Purchase Plan, shares
are sold at 85% of the lesser of the fair market value of such shares on
the Enrollment Date or on the Exercise Date.
================================================================================
<PAGE>
SUMMIT DESIGN, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission") by the Registrant:
1. The Registrant's Prospectus, filed on October 21, 1996 pursuant to Rule
424(b) promulgated under the Securities Act of 1933, as amended (the
"Securities Act").
2. The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated October 9, 1996,
filed pursuant to Section 12(g) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), which was declared effective on October
17, 1996, including any amendment or report filed for the purpose of
updating such description.
All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof, and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain members and investment partnerships of Wilson Sonsini Goodrich &
Rosati, Professional Corporation, beneficially owned as of December 16, 1996, an
aggregate of 11,229 shares of the Registrant's Common Stock. Wilson Sonsini
Goodrich & Rosati, Professional Corporation, is giving an opinion on the
validity of the shares being registered.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by Delaware law. Delaware
law provides that a corporation's certificate of incorporation may contain a
provision eliminating or limiting the personal liability of a director 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 which 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 Company's Amended and Restated Bylaws provide that the Company shall
indemnify its directors and officers and may indemnify its employees and agents
to the fullest extent permitted by law. The Company believes that
indemnification under its Amended and Restated Bylaws covers at least negligence
and gross negligence on the part of indemnified parties.
1
<PAGE>
The Company has entered into agreements to indemnify its directors and
officers in addition to the indemnification provided for in the Company's
Amended and Restated Bylaws. These agreements, among other things, indemnify the
Company's directors and officers for certain expenses (including attorney's
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
Company, arising out of such person's services as a director or officer of the
Company, any subsidiary of the Company or any other company or enterprise to
which the person provides services at the request of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. INDEX TO EXHIBITS.
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
- ------- ------------------------
<S> <C>
4.1* Amended and Restated Certificate of Incorporation
4.2* Amended and Restated Bylaws
4.3* 1994 Stock Plan, as amended
4.4* 1996 Director Option Plan
4.5* 1996 Employee Stock Purchase Plan
5.1 Opinion of Counsel as to legality of securities being registered
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 4)
- ------------------
</TABLE>
(*) Incorporated by reference to the Exhibits filed with the Registrant's
Registration Statement on Form S-1 (File No. 333-6445) as declared
effective by the Securities and Exchange Commission on October 17, 1996.
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;
2
<PAGE>
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs (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.
(c) 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 Securities Act of 1933 and will be governed by the
final adjudication of such issue.
3
<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 Beaverton, State of Oregon on this 17th day of
December 1996.
SUMMIT DESIGN, INC.
By: /s/ Larry J. Gerhard
--------------------------------
Larry J. Gerhard,
President and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints, jointly and severally, Larry J. Gerhard and C. Albert
Koob, or any of them (with full power to each of them to act alone), as his true
and lawful attorneys-in-fact and agents, each with full power of substitution
and resubstitution, for him and on his behalf to sign, execute and file this
Registration Statement and any or all amendments (including, without limitation,
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto and any all documents required to be filed with
respect therewith, with the Securities and Exchange Commission or any regulatory
authority, granting unto such 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 connection therewith and about the
premises in order to effectuate the same as fully to all intents and purposes as
he might or could do if personally present, hereby ratifying and confirming all
that such attorneys-in-fact and agents, or any of them, or his or their
substitute or substitutes, may lawfully do or cause to be done.
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.
<TABLE>
<CAPTION>
Signatures Title Date
- --------------------------------------- -------------------------------- ----------------------
<S> <C> <C>
/s/ Larry J. Gerhard
- --------------------------------------
Larry J. Gerhard Chairman of the Board, President December 17, 1996
and Chief Executive Officer
/s/ C. Albert Koob
- ---------------------------------------
C. Albert Koob Vice President -- Finance and Chief December 17, 1996
Financial Officer
/s/ Zamir Paz Director December 17, 1996
- ----------------------------------------
Zamir Paz
Director December , 1996
- ----------------------------------------
Amihai Ben-David
/s/ John Grillos Director December 17, 1996
- ----------------------------------------
John Grillos
/s/ Fred L. Hanson Director December 17, 1996
- ----------------------------------------
Fred L. Hanson
/s/ Jay Morrison Director December 17, 1996
- ----------------------------------------
Jay Morrison
/s/ Mark Stevens Director December 17, 1996
- ----------------------------------------
Mark Stevens
</TABLE>
4
<PAGE>
Index to Exhibits
-----------------
<TABLE>
<CAPTION>
Exhibit Description of Document Sequentially
Number Numbered
Page
- -------- -------------------------------------------------- ------------
<S> <C> <C>
4.1* Amended and Restated Certificate of
Incorporation
4.2* Amended and Restated Bylaws
4.3* 1994 Stock Plan, as amended
4.4* 1996 Director Option Plan
4.5* 1996 Employee Stock Purchase Plan
5.1 Opinion of Counsel as to legality of securities
being registered
23.1 Consent of Coopers & Lybrand L.L.P.
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 4).
- ------------------
</TABLE>
(*) Incorporated by reference to Exhibits filed with the Registrant's
Registration Statement on Form S-1 (File No. 333-6445) as declared
effective by the Securities and Exchange Commission on October 17, 1996.
5
<PAGE>
EXHIBIT 5.1
December 17, 1996
Summit Design, Inc.
9305 S.W. Gemini Drive
Beaverton, OR 97008
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 Summit Design, Inc., a Delaware corporation (the
"Registrant" or "you"), with the Securities and Exchange Commission on or about
December 17, 1996, in connection with the registration under the Securities Act
of 1933, as amended (the "1933 Act"), of an aggregate of 1,861,069 shares of
your Common Stock, $0.01 par value (the "Shares"), reserved for issuance
pursuant to the 1994 Stock Plan, the 1996 Director Option Plan and the 1996
Employee Stock Purchase Plan (the "Plans"). As your legal counsel, we have
examined the proceedings taken and are familiar with the proceedings proposed
to be taken by you in connection with the sale and issuance of the Shares by
the Registrant under the Plans.
It is our opinion that the Shares will be, when issued and sold in the
manner referred to in the Plans, legally issued, fully paid and nonassessable.
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 subsequent amendment thereto.
Very truly yours,
/s/ Wilson Sonsini Goodrich & Rosati
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Summit Design, Inc. on Form S-8 of our report dated June 18, 1996 on our audits
of the consolidated financial statements and financial statement schedule of
Summit Design, Inc. and its subsidiaries as of December 31, 1995 and 1994 and
for each of the three years in the period ended December 31, 1995, which report
is included in the Form S-1 of Summit Design, Inc. (No. 333-6445).
COOPERS & LYBRAND L.L.P.
Portland, Oregon
December 17, 1996
