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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 9, 1996
REGISTRATION 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
EPIC DESIGN TECHNOLOGY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
CALIFORNIA 77-0135608
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
310 NORTH MARY AVENUE
SUNNYVALE, CALIFORNIA 94086
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CIDA TECHNOLOGY, INC. 1995 EQUITY INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
TAMMY S. LIU
CHIEF FINANCIAL OFFICER AND SECRETARY
EPIC DESIGN TECHNOLOGY, INC.
310 NORTH MARY AVENUE
SUNNYVALE, CALIFORNIA 94086
(408) 988-2997
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
Copies to:
CHRIS F. FENNELL, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(415) 493-9300
CALCULATION OF REGISTRATION FEE
<TABLE>
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock
$0.000 par value 101,000 Shares $24.9375 $2,518,687.50 $764.00
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(1) Estimated in accordance with Rule 457(c) solely for the purpose of
calculating the registration fee based upon the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market System
on December 6, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference the following documents and
information heretofore filed with the Securities and Exchange Commission:
ITEM 3(a).
The Annual Report of Registrant on Form 10-K for the fiscal
year ended September 30, 1996 filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
ITEM 3(b).
All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the Annual Report on Form 10-K referred to in (a) above.
ITEM 3(c).
The description of the Registrant's Common Stock which is
contained in items 1 and 2 of its Registration Statement on Form 8-A filed
pursuant to Section 12(g) of the Exchange Act on September 1, 1994, and any
further amendment or report filed hereafter for the purpose of updating such
description.
All documents, reports and definitive proxy or information statements
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 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 such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 317 of the California Corporations Code authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act. Article Fourth of the Registrant's
Restated Articles of Incorporation and Article X, Section 6.3 of the
Registrant's Bylaws provide for indemnification of its directors and officers,
and permit indemnification of employees and other agents to the maximum extent
permitted by the California Corporations Code. In addition, the Registrant has
entered into indemnification agreements with its officers and directors. The
registration rights agreement entered into by the Registrant and certain holders
(the "Holders") of its Common Stock provide for cross-indemnification of the
Holders and of the Registrant, its officers and directors for certain
liabilities arising under the Securities Act or otherwise.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit
Number Document
------- --------
4.1* CIDA Technology, Inc. 1995 Equity Incentive Plan and form of
agreement thereunder
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional
Corporation.
23.1 Independent Auditors' Consent
23.2 Consent of Counsel (contained in Exhibit 5.1).
24.1 Power of Attorney (see page II-5).
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* Incorporated by reference to exhibits filed with Registrant's Annual
Report on Form 10-K for the fiscal year ended September 30, 1996 filed
on November 29, 1996.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
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(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement to include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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 post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned 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 the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Registrant pursuant to the California General Corporations Code, the Restated
Articles of Incorporation or the Bylaws of Registrant, Indemnification
Agreements entered into between Registrant and its officers and directors, or
otherwise, Registrant has been advised that in the opinion of the Securities and
Exchange 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
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 hereunder, 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 of 1933, the
Registrant, EPIC Design Technology, Inc., 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 Sunnyvale, State of
California, on this 6th day of December, 1996.
EPIC DESIGN TECHNOLOGY, INC.
By: /s/ Tammy S. Liu
--------------------------------------
Tammy S. Liu
Chief Financial Officer and Secretary
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints, jointly and severally, Sang S.
Wang Ph.D. and Tammy S. Liu 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 (including post-effective amendments), and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys-in-fact, or his substitute or
substitutes, may do or cause to be done by virtue hereof.
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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.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Sang S. Wang Chief Executive December 6, 1996
- --------------------------- Officer and Chairman
(Sang S. Wang, Ph.D.) (Principal Executive
Officer)
/s/ Tammy S. Liu Chief Financial December 6, 1996
- --------------------------- Officer and
(Tammy S. Liu) Secretary (Principal
Financial and
Accounting Officer)
/s/ Bernard Aronson President and Director December 6, 1996
- ---------------------------
(Bernard Aronson)
/s/ Joseph A. Prang Director December 6, 1996
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(Joseph A. Prang)
/s/ Henri Jarrat Director December 6, 1996
- ---------------------------
(Henri Jarrat)
Director December , 1996
- ---------------------------
(Yen-Son Huang, Ph.D.)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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EXHIBITS
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Registration Statement on Form S-8
EPIC Design Technology, Inc.
December 9, 1996
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INDEX TO EXHIBITS
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SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBIT PAGE
<S> <C> <C>
4.1* CIDA Technology, Inc. 1995 Equity Incentive Plan, and forms
of agreement thereunder...........................................
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional
Corporation.......................................................
23.1 Independent Auditor's Consent.....................................
23.2 Consent of Counsel (included in Exhibit 5.1)......................
24.1 Power of Attorney (see page II-4).................................
</TABLE>
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* Incorporated by reference to exhibits filed with Registrant's Annual
Report on Form 10-K for the fiscal year ended September 30, 1996 filed
on November 29, 1996.
<PAGE> 1
Exhibit 5.1
[WILSON SONSINI GOODRICH & ROSATI LETTERHEAD]
December 6, 1996
EPIC Design Technology, Inc.
310 North Mary Avenue
Sunnyvale, CA 94086
RE: Registration Statement on Form S-8
Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about December 9, 1996
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, for an aggregate of 101,000 shares of your
Common Stock under the CIDA Technology, Inc. 1995 Equity Incentive Plan. Such
shares of Common Stock are referred to herein as the "Shares", and such plan is
referred to herein as the "Plan". As your counsel in connection with this
transaction, we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the issuance and sale
of the Shares pursuant to the Plan.
It is our opinion that, when issued and sold in the manner described in
the Plan and pursuant to the agreements which accompany each grant under the
Plan, 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 amendments thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
/s/ WILSON, SONSINI, GOODRICH & ROSATI
II-8
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Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of EPIC Design Technology, Inc. on Form S-8 of our report dated
October 11, 1996, appearing in the Annual Report on Form 10-K of EPIC Design
Technology, Inc. for the year ended September 30, 1996.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
San Jose, California
December 6, 1996
