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As filed with the Securities and Exchange Commission on August 11, 2000
REGISTRATION STATEMENT NO. 333-____
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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 93-1137888
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
293 BOSTON POST ROAD WEST
MARLBORO, MASSACHUSETTS 01752
(Address of Principal Executive Offices)
AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN
2000 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
----------------------------------
PETER T. JOHNSON
VICE PRESIDENT, BUSINESS DEVELOPMENT AND CHIEF LEGAL OFFICER
INNOVEDA, INC.
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
<TABLE>
<CAPTION>
----------------------------- ----------------------- ------------------------- ------------------------- ------------------
Title Of Securities To Be Amount To Be Proposed Maximum Proposed Maximum Amount Of
Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
----------------------------- ----------------------- ------------------------- ------------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par
value per share 7,600,000 shares(1) $4.4375(2) $33,725,000(2) $8,904
----------------------------- ----------------------- ------------------------- ------------------------- ------------------
</TABLE>
(1) Consists of (i) 6,900,000 shares issuable under the Amended and
Restated 2000 Stock Incentive Plan and (ii) 700,000 shares issuable under the
2000 Employee Stock Purchase Plan.
(2) Estimated solely for purposes of calculating the registration fee
and based upon the average of the high and low sale prices of the
Registrant's Common Stock on the Nasdaq National Market on August 10, 2000 in
accordance with Rules 457(c) and 457(h) under 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 Registrant's Amended and Restated 2000 Stock
Incentive Plan and 2000 Employee Stock Purchase 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 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 on file 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) of the Securities Act of 1933, as amended (the
"Securities Act"), that contained audited information 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
document referred to in (1) above.
(3) The description of the common stock of the Registrant,
$0.01 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 in 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 being offered hereby will be
passed upon for us 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 the Registrant's common stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant'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
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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 General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit.
The Registrant's Amended and Restated Bylaws provide that it shall
indemnify its directors and officers and may indemnify its employees and agents
to the fullest extent permitted by law. The Registrant believes that
indemnification under its Amended and Restated Bylaws covers at least negligence
and gross negligence on the part of indemnified parties.
The Registrant has entered into agreements to indemnify certain of its
directors and officers in addition to the indemnification provided for in its
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 Registrant,
arising out of such person's services as a director or officer of us, any
subsidiary of us or any other company or enterprise to which the person provides
services at the Registrant's request.
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 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;
(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;
PROVIDED, HOWEVER, that paragraphs (i) and (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 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
offered therein, and the offering of such securities at that time shall
be deemed to be the initial BONA FIDE offering thereof.
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(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 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 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 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 11th
day of August, 2000.
INNOVEDA, INC.
By:/s/ Kevin P. O'Brien
--------------------
Kevin P. O'Brien
Vice President, Finance
and 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 Kevin 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.
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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ William J. Herman President, Chief Executive Officer and August 11, 2000
-------------------------------------- Chairman of the Board (Principal
William J. Herman Executive Officer)
/s/ Kevin P. O'Brien Vice President, Finance, Chief Financial August 11, 2000
-------------------------------------- Officer and Treasurer (Principal Financial
Kevin P. O'Brien Officer and Principal Accounting
Officer)
/s/ William V. Botts Director August 11, 2000
--------------------------------------
William V. Botts
/s/ Lorne Cooper Director August 11, 2000
--------------------------------------
Lorne Cooper
/s/ Steven P. Erwin Director August 11, 2000
--------------------------------------
Steven P. Erwin
/s/ Keith B. Geeslin Director August 11, 2000
--------------------------------------
Keith B. Geeslin
</TABLE>
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description
Number -----------
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<S> <C>
3.1 (1) Restated Certificate of Incorporation of the Registrant, as amended.
3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation of the
Registrant.
3.3 (2) Amended and Restated Bylaws of the Registrant.
4.1 (3) Specimen certificate for shares of the Registrant's common stock.
5.1 Opinion of Hale and Dorr LLP.
10.1 (4) Amended and Restated 2000 Stock Incentive Plan of the Registrant.
10.2 (4) 2000 Employee Stock Purchase Plan of the Registrant.
23.1 (5) Consent of Hale and Dorr LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
24.1 (6) Power of Attorney.
</TABLE>
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(1) Incorporated herein by reference to both the Registrant's Registration
Statement on Form S-1, as amended (File No. 333-06445), and the
Registrant's Current Report on Form 8-K dated March 23, 2000, as amended.
(2) Incorporated herein by reference to the Registrant's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1997.
(3) Incorporated herein by reference to the Registrant's Current Report on Form
8-K dated March 23, 2000, as amended.
(4) Incorporated herein by reference to the Registrant's Registration
Statement on Form S-4, as amended (File No. 333-42814).
(5) Included in Exhibit 5.1 to this Registration Statement.
(6) Contained on the signature page to this Registration Statement.
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