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As filed with the Securities and Exchange Commission
on April 18, 2000
REGISTRATION NO. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INNOVEDA, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation or Organization)
93-1137888
(I.R.S. Employer Identification No.)
293 BOSTON POST ROAD WEST, MARLBORO, MASSACHUSETTS 01752
(Address of Principal Executive Offices) (Zip Code)
VIEWLOGIC SYSTEMS INC.
1998 STOCK INCENTIVE PLAN
AND
TRANSCENDENT DESIGN TECHNOLOGY, INC.
STOCK OPTION PLAN
(Full Titles of the Plans)
WILLIAM J. HERMAN
CHIEF EXECUTIVE OFFICER
293 BOSTON POST ROAD WEST
MARLBORO, MASSACHUSETTS 01752
(Name and Address of Agent for Service)
508-480-0881
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
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<CAPTION>
- -------------------------- ----------------------- ----------------------- ----------------------- ----------------
PROPOSED
TITLE OF MAXIMUM
SECURITIES OFFERING PROPOSED MAXIMUM AMOUNT OF
TO BE AMOUNT PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED TO BE REGISTERED SHARE PRICE FEE
- -------------------------- ----------------------- ----------------------- ----------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, 4,592,366 shares (1) $4.16(2) $19,014,242(2) $5,019.76
$.01 par value
- -------------------------- ----------------------- ----------------------- ----------------------- ----------------
</TABLE>
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(1) Consists of (i) 4,520,999 shares issuable under the Viewlogic Systems,
Inc. 1998 Stock Incentive Plan and (ii) 71,367 shares issuable under
the Transcendent Design Technology, Inc. Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee,
and based upon the average of the high and low sale prices of the
Common Stock on the Nasdaq National Market on April 14, 2000 in
accordance with Rules 457(c) and 457(h) of the Securities Act of 1933,
as amended.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents
sent or given to participants in the Viewlogic Systems, Inc. 1998 Stock
Incentive Plan and the Transcendent Design Technology, Inc. Stock Option Plan
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are filed with the
Commission, are incorporated in this Registration Statement by reference:
(1) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Exchange Act or the latest prospectus
filed pursuant to Rule 424(b) under the Securities Act that contain
audited financial statements for the Registrant's latest fiscal year
for which such statements have been filed.
(2) All other reports filed pursuant to Section 13(a) or 15(d)
of the Exchange Act since the end of the fiscal year covered by the
documents referred to in (1) above.
(3) The description of the common stock of the Registrant,
$.01 par value per share (the "Common Stock"), contained in the
Registration Statement on Form 8-A filed by the Registrant with the
Commission on October 9, 1996.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all shares of Common Stock offered hereby have
been sold or which deregisters all shares of Common Stock then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof
from the date of the filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the shares of Common Stock offered hereby will
be passed upon for the Registrant by Hale and Dorr LLP, Boston, Massachusetts.
An investment partnership comprised of partners and senior executives of Hale
and Dorr LLP owns 13,585 shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Amended and Restated Certificate of
Incorporation, as amended, 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
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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.
The Company has entered into agreements to indemnify certain
of 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 those 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. EXHIBITS
The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.
ITEM 9. UNDERTAKINGS
1. The 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:
(a) To include any prospectus required by Section
10(a)(3) of the Securities Act.
(b) 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 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement.
(c) 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) and (b) do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities
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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.
2. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be in the initial BONA FIDE offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the 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 and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Marlboro, Commonwealth of Massachusetts, on this 18 day of April, 2000.
INNOVEDA, INC.
By: /s/ Kevin P. O'Brien
-------------------------
Kevin P. O'Brien
Chief Financial Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Innoveda, Inc., hereby severally
constitute William J. Herman, Peter T. Johnson and Keith P. O'Brien, and each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated below,
the Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable
Innoveda, Inc. to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and any and
all amendments thereto.
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William J. Herman President, Chief Executive April 18, 2000
- --------------------------------- Officer and Chairman of the
William J. Herman Board of Directors (Principal
Executive Officer)
/s/ Kevin P. O'Brien Vice President, Finance, April 18, 2000
- --------------------------------- Chief Financial Officer and
Kevin P. O'Brien Treasurer (Principal Financial
Officer and Principal Accounting
Officer)
/s/ William V. Botts Director April 18, 2000
- ---------------------------------
William V. Botts
/s/ Lorne Cooper Director April 18, 2000
- ---------------------------------
Lorne Cooper
/s/ Steven P. Erwin Director April 18, 2000
- ---------------------------------
Steven P. Erwin
/s/ Keith B. Geestin Director April 18, 2000
- ---------------------------------
Keith B. Geestin
</TABLE>
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EXHIBIT INDEX
Exhibit
Number Description
------ -----------
4.1(1) Specimen Certificate for shares of Common Stock, $.01 par
value per share, of the Registrant
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24 Power of Attorney (included on the signature page of this
Registration Statement)
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(1) Incorporated herein by reference to the Registrant's current record on
Form 8-K dated March 23, 2000, as filed with the Commission on April 7, 2000.
<PAGE>
Exhibit 5.1
HALE AND DORR LLP
COUNSELLORS AT LAW
60 STATE STREET, BOSTON, MASSACHUSETTS 02109
617-526-6000 O FAX 617-526-5000
April 18, 2000
Innoveda, Inc.
293 Boston Post Road West
Marlboro, Massachusetts 01752
Re: Viewlogic Systems, Inc. 1998 Stock Incentive Plan
Transcendent Design Technology, Inc. Stock Option Plan
------------------------------------------------------
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"), relating to an aggregate of 4,592,366 shares of
common stock, $.01 par value per share (the "Shares"), of Innoveda, Inc., a
Delaware corporation (the "Company"), issuable under the Viewlogic Systems, Inc.
1998 Stock Incentive Plan and the Transcendent Design Technology, Inc. Stock
Option Plan (together, the "Plans").
We have examined the certificate of incorporation and by-laws of
the Company, and originals, or copies certified to our satisfaction, of all
pertinent records of the meetings of the directors and stockholders of the
Company, the Registration Statement and such other documents relating to the
Company as we have deemed material for the purposes of this opinion.
In examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to original documents of all documents submitted
to us as copies, the authenticity of the originals of such latter documents and
the legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the
offer and sale of the Shares in accordance with the Plans, to register and
qualify the shares for sale under all applicable state securities or "blue sky"
laws.
We express no opinion herein as to the laws of any state or
jurisdiction other than the statutory provisions of the General Corporation Law
of the State of Delaware and the federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion
that the Shares have been duly authorized for issuance and, when the Shares are
issued and paid for in accordance with the terms and conditions of the Plans,
the Shares will be validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in
connection with the offer and sale of the Shares while the Registration
Statement is in effect.
Please note that we are opining only as to the matters expressly
set forth herein, and no opinion should be inferred as to any other matters.
<PAGE>
Innoveda, Inc.
April 18, 2000
Page Two
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. 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 or the
rules and regulations of the Commission.
Very truly yours,
/s/ HALE AND DORR LLP
HALE AND DORR LLP
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Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 28, 2000 relating to the
consolidated financial statements of Summit Design, Inc. and subsidiaries
(predecessor of Innoveda, Inc.) which appears in Summit Design, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1999. We also consent to
the incorporation by reference of our report dated January 28, 2000 relating
to the financial statement schedule, which appears in such Annual Report on
Form 10-K.
/s/ Pricewaterhouse Coopers LLP
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Pricewaterhouse Coopers LLP
Portland, Oregon
April 18, 2000
