<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 2, 1996
REGISTRATION NO. 333-
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)
1990 STOCK OPTION 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 94306
(415) 493-9300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C>
Common Stock
$0.000 par value.................... 600,000 shares $18.60 $11,160,000 $3,849
</TABLE>
(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 July 31, 1996.
<PAGE> 2
The contents of the Registrant's Form S-8 Registration Statement
(Registration No. 33-87080) dated December 6, 1994 are incorporated herein by
reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit
Number Document
4.1 1990 Stock Option Plan, as amended, and forms of agreement
thereunder.
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional
Corporation.
24.1 Independent Auditors' Consent
24.2 Consent of Counsel (contained in Exhibit 5.1).
25.1 Power of Attorney (see page II-5).
II-1
<PAGE> 3
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 2nd day of August, 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.
II-2
<PAGE> 4
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>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C> <C>
/S/ SANG S. WANG, PH.D. Chief Executive August 2, 1996
- ------------------------- Officer and Chairman
(Sang S. Wang, Ph.D.) (Principal Executive
Officer)
/S/ TAMMY S. LIU Chief Financial August 2, 1996
- ------------------------- Officer and
(Tammy S. Liu) Secretary (Principal
Financial and
Accounting Officer)
/S/ BERNARD ARONSON President and Director August 2, 1996
- -------------------------
(Bernard Aronson)
Director
- -------------------------
(Joseph A. Prang)
/S/ HENRI A. JARRAT Director August 2, 1996
- -------------------------
(Henri A. Jarrat)
/S/ YEN-SON HUANG, PH.D. Director August 2, 1996
- -------------------------
(Yen-Son Huang, Ph.D.)
</TABLE>
II-3
<PAGE> 5
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
Registration Statement on Form S-8
EPIC Design Technology, Inc.
August 2, 1996
<PAGE> 6
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
------- -------
4.1 1990 Stock Option Plan, as amended, and forms of agreement
thereunder
5.1 Opinion of Wilson, Sonsini, Goodrich & Rosati, a Professional
Corporation
24.1 Independent Auditor's Consent
24.2 Consent of Counsel (included in Exhibit 5.1)
25.1 Power of Attorney (see page II-4)
<PAGE> 1
1990 STOCK OPTION PLAN
OF
EPIC DESIGN TECHNOLOGY, INC.
(as amended through December 6, 1995)
(Reflects Two-For-One Split Effected November 1995)
1. PURPOSE OF THE PLAN. The purposes of the 1990 Stock Option Plan (the
"Plan") of EPIC DESIGN TECHNOLOGY, INC., a California corporation (the
"Company") are to:
(a) Furnish incentive to individuals chosen to receive Options
because they are considered capable of responding by improving operations and
increasing profits; and
(b) Encourage selected employees and consultants to accept or
continue employment with the Company, its Parent or its Subsidiaries (as defined
in Section 2 below); and
(c) Increase the interest of selected Employees and
Consultants in the Company's welfare through their participation in the growth
in value of the common stock of the Company.
To accomplish the foregoing objectives, this Plan provides a
means whereby Employees and Consultants of the Company, its Parent and its
Subsidiary may receive Options to purchase Common Stock. Options granted under
this Plan to Employees of the Company or its Subsidiaries will be either
Incentive Stock Options not subject to immediate United States federal income
taxation upon exercise or Nonqualified Stock Options. Options granted under this
Plan to Consultants to the Company, its Parent or its Subsidiary will be
Nonqualified Stock Options.
2. Definitions. As used herein, the following definitions shall apply:
2.1 "Administrator" means the Board or any of its Committees
as shall be administering the Plan, in accordance with Section 5 of the Plan.
2.2 "Applicable Laws" means the legal requirements relating to
the administration of stock option plans of California corporate and securities
laws and of the Code.
2.3 "Board" means the Board of Directors of the Company.
2.4 "Code" means the Internal Revenue Code of 1986, as amended
from time to time, and any successor thereto.
2.5 "Committee" means a Committee appointed by the Board in
accordance with paragraph 5.1 of Section 5 of the Plan.
2.6 "Common Stock" means the Common Stock of the Company.
<PAGE> 2
2.7 "Company" means EPIC Design Technology, Inc., a California
corporation.
2.8 "Consultant" means any person, including an advisor,
engaged by the Company or a Parent or Subsidiary to render services and who is
compensated for such services. The term "Consultant" shall not include Directors
who are paid only a director's fee by the Company or who are not compensated by
the Company for their services as Directors.
2.9 "Continuous Status as an Employee or Consultant" means
that the employment or consulting relationship with the Company, any Parent or
Subsidiary is not interrupted or terminated. Continuous Status as an Employee or
Consultant shall not be considered interrupted in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor. A
leave of absence approved by the Company shall include sick leave, military
leave, or any other personal leave. For purposes of Incentive Stock Options, no
such leave may exceed 90 days, unless reemployment upon expiration of such leave
is guaranteed by statute or contract, including Company policies. If
reemployment upon expiration of a leave of absence approved by the Company is
not so guaranteed, on the 91st day of such leave any Incentive Stock Option held
by the Optionee shall cease to be treated as an Incentive Stock Option and shall
be treated for tax purposes as a Nonqualified Stock Option.
2.10 "Director" means a member of the Board.
2.11 "Disability" means total and permanent disability as
defined in Section 22(e)(3) of the Code.
2.12 "Employee" means any person, including Officers and
Directors, employed by the Company or any Parent or Subsidiary of the Company.
Neither service as a Director nor the payment of Director's fee by the Company
shall not be sufficient to constitute "employment" by the Company.
2.13 "Exchange Act" means the Securities Exchange Act of 1934
of the United States, as amended.
2.14 "Fair Market Value" means, as of any date, the value of
Common Stock determined as follows:
(i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market of the National Association of Securities Dealers, Inc.
Automated Quotation ("Nasdaq") System, the Fair Market Value of a Share of
Common Stock shall be the closing sales price for such stock (or the closing
bid, if no sales were reported) as quoted on such system or exchange (or the
exchange with the greatest volume of trading in Common Stock) on the last market
trading day prior to the day of determination, as reported in the Wall Street
Journal or such other source as the Administrator deems reliable;
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<PAGE> 3
(ii) If the Common Stock is quoted on the Nasdaq System
(but not on the National Market thereof) or regularly quoted by a recognized
securities dealer but selling prices are not reported, the Fair Market Value of
a Share of Common Stock shall be the mean between the high and low asked prices
for the Common Stock or on the last market trading day prior to the day of
determination, as reported in the Wall Street Journal or such other source as
the Administrator deems reliable;
(iii) In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Administrator.
2.15 "Incentive Stock Option" or "ISO" means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code and the regulations promulgated thereunder.
2.16 "Nonqualified Stock Option" or "NQO" means an Option that is
not intended to qualify as an Incentive Stock Option.
2.17 "Officer" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.
2.18 "Option" means a stock option granted pursuant to the Plan.
2.19 "Option Agreement" means a written agreement between the
Company and an Optionee evidencing the terms and conditions of an individual
Option grant. The Option Agreement is subject to the terms and conditions of the
Plan.
2.20 "Option Exchange Program" means a program whereby outstanding
Options are surrendered in exchange for Options with a lower exercise price.
2.21 "Optioned Stock" means the Common Stock subject to an Option.
2.22 "Optionee" means an Employee or Consultant who holds an
outstanding Option.
2.23 "Parent" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.
2.24 "Plan" means this 1990 Stock Option Plan.
2.25 "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any
successor to Rule 16b- 3, as in effect when discretion is being exercised with
respect to the Plan.
2.26 "Share" means a share of the Common Stock, as adjusted in
accordance with Section 7.1 of the Plan.
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<PAGE> 4
2.27 "Subsidiary" means a "subsidiary corporation," whether now or
hereafter existing, as defined in Section 424(f) of the Code.
2.28 "Vesting Base Date" means the date of the grant of the
Option, the date of first employment or commencement of the consultant
relationship, or such other date as my be set by the Administrator with respect
to each option grant.
3. ELIGIBLE PERSONS.
3.1 Every person who at the date of grant is an Employee of the
Company or of any Subsidiary of the Company is eligible to receive NQOs or ISOs
under this Plan. Every person who at the date of grant is a consultant to the
Company or to a Parent or Subsidiary of the Company is eligible to receive NQOs
under this Plan.
3.2 The following limitations shall apply to grants of Options to
Employees:
3.2.1 No Employee shall be granted, in any fiscal year of
the Company, Options to purchase more than 200,000 Shares.
3.2.2 The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's capitalization as
described in Section 7.1.
3.2.3 If an Option is canceled in the same fiscal year of
the Company in which it was granted (other than in connection with a transaction
described in Section 7.1), the canceled Option will be counted against the limit
set forth in Section 3.2.1. For this purpose, if the exercise price of an Option
is reduced, the transaction will be treated as a cancellation of the Option and
the grant of a new Option.
4. STOCK SUBJECT TO THIS PLAN. The total number of Shares which may be
granted pursuant to this Plan is 4,000,000 Shares of Common Stock. The Shares
covered by the portion of any grant which expires unexercised under the Plan in
accordance with the terms of the Plan shall become available again for grants
under the Plan. Shares that have actually been issued under the Plan shall not
be returned to the Plan and shall not become available for future distribution
under the Plan, except that if unvested Shares are repurchased by the Company at
their original purchase price, and the original purchaser of such Shares did not
receive any benefits of ownership of such Shares, such Shares shall become
available for future grant under the Plan. For purposes of the preceding
sentence, voting rights shall not be considered a benefit of share ownership.
The number of Shares reserved for purchase under the Plan is subject to
adjustment in accordance with the provisions for adjustment in the Plan.
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<PAGE> 5
5. ADMINISTRATION.
5.1 Procedure.
5.1.1 Administration With Respect to Directors and
Officers. With respect to grants of Options to Employees who are also Officers
or Directors of the Company, the Plan shall be administered by (A) the Board if
the Board may administer the Plan in compliance with Rule 16b-3 promulgated
under the Exchange Act or any successor rule ("Rule 16b-3") with respect to a
plan intended to qualify thereunder as a discretionary plan, or (B) a
Administrator designated by the Board to administer the Plan, which
Administrator shall be constituted in such a manner as to permit the Plan to
comply with Rule 16b-3 with respect to a plan intended to qualify thereunder as
a discretionary plan. Once appointed, such Administrator shall continue to serve
in its designated capacity until otherwise directed by the Board. From time to
time the Board may increase the size of the Administrator and appoint additional
members thereof, remove members (with or without cause) and appoint new members
in substitution therefor, fill vacancies, however caused, and remove all members
of the Committee and thereafter directly administer the Plan, all to the extent
permitted by Rule 16b-3 with respect to a plan intended to qualify thereunder as
a discretionary plan.
5.1.2 Administration With Respect to Consultants and Other
Employees. With respect to grants of Options to Employees or Consultants who are
neither Directors nor Officers of the Company, the Plan shall be administered by
(A) the Board or (B) a Committee designated by the Board, which Committee shall
be constituted in such a manner as to satisfy Applicable Laws. Once appointed,
such Committee shall continue to serve in its designated capacity until
otherwise directed by the Board. From time to time the Board may increase the
size of the Committee and appoint additional members thereof, remove members
(with or without cause) and appoint new members in substitution therefor, fill
vacancies, however caused, and remove all members of the Committee and
thereafter directly administer the Plan, all to the extent permitted by the
Applicable Laws.
5.1.3 Multiple Administrative Bodies. If permitted by Rule
16b-3, the Plan may be administered by different bodies with respect to
Directors, non-Director Officers and Employees who are neither Directors nor
Officers and Consultants who are not Directors.
5.2 Powers of the Administrator. Subject to the provisions of the
Plan and in the case of a Committee, the specific duties delegated by the Board
to such Committee, the Administrator shall have the authority, in its
discretion:
5.2.1 to determine the Fair Market Value of the Common
Stock, in accordance with Section 2.14 of the Plan;
5.2.2 to select the Officers, Consultants and Employees to
whom Options may from time to time be granted hereunder;
5.2.3 to determine whether and to what extent Options are
granted hereunder;
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<PAGE> 6
5.2.4 to determine the number of shares of Common Stock to
be covered by each award granted hereunder;
5.2.5 to approve forms of agreement for use under the Plan;
5.2.6 to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any award granted hereunder
(including, but not limited to, the share price and any restriction or
limitation or waiver of forfeiture restrictions regarding any Option and/or the
shares of Common Stock relating thereto, based in each case on such factors as
the Administrator shall determine, in its sole discretion);
5.2.7 to determine whether and under what circumstances an
Option may be settled in cash under Section 8 instead of Common Stock;
5.2.8 to reduce the exercise price of any Option to the
then current Fair Market Value if the Fair Market Value of the Common Stock
covered by such Option shall have declined since the date the Option was
granted;
5.2.9 to determine the terms and restrictions applicable to
Options;
5.2.10 to provide for the early exercise of Options for the
purchase of unvested Shares, subject to such terms and conditions as the
Administrator may determine; and
5.2.11 to modify or amend each Option (subject to Section
10.2 of the Plan), including the discretionary authority to extend the
post-termination exercisability period of Options longer than is otherwise
provided for in the Plan;
5.2.12 to authorize any person to execute on behalf of the
Company any instrument required to effect the grant of an Option previously
granted by the Administrator;
5.2.13 to institute an Option Exchange Program; and
5.2.14 to make all other determinations deemed necessary or
advisable for administering the Plan.
5.3 Effect of Administrator's Decision. All decisions,
determinations and interpretations of the Administrator shall be final and
binding.
6. GRANTING OF OPTIONS. No Options shall be granted under this Plan after
ten years from the date of adoption of this Plan by the Board of Directors.
Each Option shall be evidenced by a written stock option
agreement, in form satisfactory to the Company, executed by the Company and the
person to whom such Option is granted; provided, however, that the failure by
the Company, the Optionee, or both to execute such an
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<PAGE> 7
agreement shall not invalidate the granting of an Option. The agreement shall
specify whether each Option it evidences is a NQO or an ISO.
7. TERMS AND CONDITIONS OF OPTIONS. Each Option granted under this Plan
shall be designated as a NQO or an ISO. Each Option shall be subject to the
terms and conditions set forth in Section 7.1. NQOs shall be also subject to the
terms and conditions set forth in Section 7.2, but not those set forth in
Section 7.3. ISOs shall also be subject to the terms and conditions set forth in
Section 7.3, but not those set forth in Section 7.2.
7.1 Terms and Conditions to Which All Options Are Subject. All
Options granted under this Plan shall be subject to the following terms and
conditions:
7.1.1 Changes in Capital Structure. Subject to Section
7.1.2, if the stock of the Company is changed by reason of a stock split,
reverse stock split, stock dividend, or recapitalization, or converted into or
exchanged for other securities as a result of a merger, consolidation or
reorganization, appropriate adjustments shall be made in (a) the number and
class of shares of stock subject to this Plan and each Option outstanding under
this Plan, and (b) the exercise price of each outstanding Option; provided,
however, that the Company shall not be required to issue fractional shares as a
result of any such adjustments. Each such adjustment shall be subject to
approval by the Board of Directors in its sole discretion.
7.1.2 Corporate Transactions. New Options may be
substituted for outstanding Options granted under this Plan, or the Company's
obligations as to Options outstanding under this Plan may be assumed, by an
employer corporation other than the Company, or by a parent or subsidiary of
such employer corporation, in connection with any merger, consolidation,
acquisition, separation, reorganization, liquidation or like occurrence in which
the Company is involved, in such manner that the then outstanding Options which
are ISOs will continue to be "incentive stock options" within the meaning of
Section 422 of the Code to the full extent permitted thereby. The Administrator
may, in lieu of such assumption or substitution, provide for the Optionee to
have the right to exercise the Option as to all or a portion of the Optioned
Stock, including Shares as to which it would not otherwise be exercisable. If
the Administrator makes an Option exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Administrator shall
notify the Optionee that the Option shall be fully exercisable for a period of
fifteen (15) days from the date of such notice, and the Option will terminate
upon the expiration of such period. For the purposes of this paragraph, the
Option shall be considered assumed if, following the merger or sale of assets,
the Option confers the right to purchase, for each Share of Optioned Stock
subject to the Option immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received in
the merger or sale of assets by holders of Common Stock for each Share held on
the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the merger or sale of assets was not solely common stock of the successor
corporation or its Parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of the Option, for each Share of Optioned Stock subject to the Option,
to be solely common stock of
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<PAGE> 8
the successor corporation or its Parent equal in fair market value to the per
share consideration received by holders of Common Stock in the merger or sale of
assets.
7.1.3 Time of Option Exercise. Except as necessary to
satisfy the requirements of Section 422 of the Code and subject to Section 2.14,
Options granted under this Plan shall be exercisable (a) immediately as of the
effective date of the stock option agreement granting the Option, or (b) at such
other times as are specified in the Stock Option Agreement relating to such
Option. Notwithstanding the foregoing, an Option shall not be exercisable to any
extent until the Optionee returns to the Company a duly executed Stock Option
Agreement evidencing such Option.
7.1.4 Option Grant Date. The date of grant of an Option
under this Plan shall be the date as of which the Administrator approves the
grant.
7.1.5 Nonassignability of Options. No Option granted under
this Plan shall be assignable or otherwise transferable by the Optionee except
by will or by the laws of descent and distribution. During the life of the
Optionee, an Option shall be exercisable only by the Optionee.
7.1.6 Payment. Except as provided below, payment in full,
in U.S. dollars, shall be made for all stock purchased at the time written
notice of exercise of an Option is given to the Company, and proceeds of any
payment shall constitute general funds of the Company. At the time an Option is
granted or exercised, the Administrator, in the exercise of its absolute
discretion, may authorize any one or more of the following additional methods of
payment:
(a) Acceptance of the Optionee's full recourse
promissory note for all or part of the Option price, payable on such terms and
bearing such interest rate as determined by the Administrator (but in no event
less than the minimum interest rate specified by United States federal tax law
at which no additional interest would be imputed), which promissory note may be
either secured or unsecured in such manner as the Administrator shall approve
(including, without limitation, by a security interest in the shares of the
Company); and
(b) Delivery by the Optionee of Common Stock
already owned by the Optionee for all or part of the option price, provided the
value (determined as set forth in Section 7.1.11) of such Common Stock is equal
on the date of exercise to the Option price, or such portion thereof as the
Optionee is authorized to pay by delivery of such stock; provided, however, that
if an Optionee has exercised any portion of any Option granted by the Company by
delivery of Common Stock, the Optionee may not, within six months following such
exercise, exercise any Option granted under this Plan by delivery of Common
Stock.
7.1.7 Termination of Employment. Options granted under this
Plan, to the extent such rights have not then expired or been exercised, shall
terminate three months after termination of Optionee's Continuous Status as an
Employee or Consultant, and shall not be exercisable on or after said date;
provided, that Options granted under this Plan shall be exercisable after
termination of Optionee's Continuous Status as an Employee or Consultant only to
the extent they were exercisable on the date of the termination; and provided
further, that if termination of Optionee's Continuous
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<PAGE> 9
Status as an Employee or Consultant is due to the Disability or death of the
Optionee, the Optionee, or the Optionee's personal representative or any other
person who acquires the Option from the Optionee by will or the applicable laws
of descent and distribution, may within twelve months after such termination,
exercise the rights to the extent they were exercisable on the date of the
termination.
7.1.8 Withholding and Employment Taxes. At the time of
exercise of an Option (or at such later time(s) as the Company may prescribe),
the Optionee shall remit to the Company in cash all United States federal and
state withholding and employment taxes determined by the Company to be
applicable. The Administrator may, in the exercise of the Administrator's sole
discretion, permit an Optionee to pay some or all of such taxes by means of a
promissory note on such terms as the Administrator deems appropriate.
7.1.9 Other Provisions. Each Option granted under this Plan
may contain such other terms, provisions, and conditions not inconsistent with
this Plan as may be determined by the Administrator, and each ISO granted under
this Plan shall include such provisions and conditions as are necessary to
qualify the Options as an "incentive stock option" within the meaning of Section
422 of the Code.
7.2 Terms and Conditions to Which Only NQOs are Subject. Options
granted under this Plan which are designated as NQOs shall be subject to the
following terms and conditions:
7.2.1 Exercise Price. The exercise price of the NQO shall
be determined by the Administrator at the time of grant.
7.2.2 Option Term. Unless an earlier expiration date is
specified by the Administrator at the time of grant, each NQO granted under this
Plan shall expire ten years from the date of its grant.
7.3 Terms and Conditions to Which Only ISOs Are Subject. Options
granted under this Plan which are designated as ISOs shall be subject to the
following terms and conditions:
7.3.1 Exercise Price. The exercise price of an ISO, which
shall be approved by the Administrator, shall be determined in accordance with
the applicable provisions of the Code and shall in no event be less than the
Fair Market Value (determined as described in Section 6.1.11) of the stock
covered by the Option at the time the Option is granted, except that the
exercise price of an ISO granted to any person who owns, directly or indirectly,
(or is treated as owning by reason of attribution rules, currently set forth in
Code Section 425) stock of the Company constituting more than ten percent of the
total combined voting power of all classes of the outstanding stock of the
Company or of any Subsidiary of the Company (a "Ten Percent Shareholder") shall
in no event be less than 110 percent of such Fair Market Value.
7.3.2 Vesting Limitation. The aggregate fair market value
(determined at the time of Option grant) of the stock with respect to which ISOs
are exercisable for the first time by an
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<PAGE> 10
Optionee (i.e. "vest") during any calendar year (under all such plans of the
Company and its Subsidiaries) may not exceed $100,000. In applying this
provision, outstanding Options shall be taken into account in the order in which
they were granted.
7.3.3 Expiration. Unless an earlier expiration date is
specified by the Administrator at the time of grant, each ISO granted under this
Plan shall expire ten years from the date of its grant, except that an ISO
granted to any Ten Percent Shareholder shall expire five years from the date of
its grant.
7.3.4 Disqualifying Dispositions. If stock acquired by
exercise of an ISO granted pursuant to this Plan is disposed of within two years
from the date of grant of the Option or within one year after the transfer of
the stock to the Optionee, the holder of the stock immediately prior to the
disposition shall promptly notify the Company in writing of the date and terms
of the disposition and shall provide such other information regarding the
disposition as the Company may reasonably require.
8. MANNER OF EXERCISE. An Optionee wishing to exercise an Option shall
give written notice to the Company at its principal executive office, to the
attention of the officer of the Company designated by the Administrator,
accompanied by payment of the exercise price as provided in Section 7.1.6. The
date the Company receives written notice of an exercise hereunder accompanied by
payment of the exercise price and, if required, by payment of any United States
federal or state withholding or employment taxes required to be withheld by
virtue of exercise of the Option will be considered as the date such Option was
exercised.
Promptly after receipt of written notice of exercise of an Option,
the Company shall deliver to the Optionee or such other person a certificate or
certificates for the requisite number of shares of stock. An Optionee or
transferee of an Optionee shall not have any privileges as a shareholder with
respect to any stock covered by the Option until the date of issuance of a stock
certificate.
9. Rule 16b-3. Options granted to persons who are subject to Section 16
of the Exchange Act ("Insiders") must comply with the applicable provisions of
Rule 16b-3 and shall contain such additional conditions or restrictions as may
be required thereunder to qualify for the maximum exemption from Section 16 of
the Exchange Act with respect to Plan transactions.
10. Buyout Provision. The Administrator may at any time offer to buy out
for a payment in cash or Shares, an Option previously granted, based on such
terms and conditions as the Administrator shall establish and communicate to the
Optionee at the time such offer is made.
11. EMPLOYMENT OR CONSULTING RELATIONSHIP. Nothing in this Plan or any
Option granted thereunder shall interfere with or limit in any way the right of
the Company or of any of its Subsidiaries to terminate any Optionee's employment
or consulting relationship at any time, nor confer upon any Optionee any right
to continue in the employ of, or to consult with, the Company (as the case may
be) or its Subsidiaries.
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<PAGE> 11
12. AMENDMENT OR TERMINATION.
12.1 Shareholder Approval. The Board of Directors may amend,
alter, or discontinue the Plan, but no amendment, alteration or discontinuance
shall be made which would impair the rights of an Optionee under an outstanding
Option without the Optionee's consent. In addition, with respect to provisions
solely as they relate to ISOs, to the extent required for the Plan to comply
with Section 422 of the Code, the Board may not amend or alter the Plan without
the approval of a majority of the votes cast at a duly held shareholders'
meeting at which a quorum of the voting power of the Company is represented in
person or by proxy, where such amendment or alteration would:
(a) Except as is provided in Section 7.1.1 of this Plan,
increase the total number of shares of stock reserved for the purposes of this
Plan;
(b) Extend the duration of this Plan; or
(c) Change the class of persons eligible to receive Options
granted hereunder.
12.2 Board Approval. The Board of Directors may, at any time
without shareholder approval, amend the Plan and the terms of any Option
outstanding under the Plan, provided that such amendment is designed to maximize
United States federal income tax benefits accorded to employee stock Options and
provided further, that with respect to outstanding Options, the Optionee
consents to such amendment.
13. Conditions Upon Issuance of Shares.
13.1 Legal Compliance. Shares shall not be issued pursuant to the
exercise of an Option unless the exercise of such Option and the issuance and
delivery of such Shares shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, Applicable Laws,
and the requirements of any stock exchange or quotation system upon which the
Shares may then be listed or quoted, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.
13.2 Investment Representations. As a condition to the exercise of
an Option, the Company may require the person exercising such Option to
represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the Company, such a
representation is required.
14. Liability of Company.
14.1 Inability to Obtain Authority. The inability of the Company
to obtain authority from any regulatory body having jurisdiction, which
authority is deemed by the Company's counsel to be necessary to the lawful
issuance and sale of any Shares hereunder, shall relieve the Company of any
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<PAGE> 12
liability in respect of the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.
14.2 Grants Exceeding Allotted Shares. If the Optioned Stock
covered by an Option exceeds, as of the date of grant, the number of Shares
which may be issued under the Plan without additional shareholder approval, such
Option shall be void with respect to such excess Optioned Stock, unless
shareholder approval of an amendment sufficiently increasing the number of
Shares subject to the Plan is timely obtained in accordance with Section 15(b)
of the Plan.
15. Reservation of Shares. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
16. EFFECTIVE DATE OF THIS PLAN. This Plan shall become effective upon
adoption by the Board of Directors, provided, however, that no Option shall be
exercisable unless and until written consent of the shareholders of the Company,
or approval by shareholders of the Company voting at a validly called
shareholders meeting and holding a majority of the voting power of the shares of
the Company, is obtained within 12 months after adoption by the Board of
Directors. Options may be granted and exercised under this Plan only after there
has been compliance with all applicable United States federal and state
securities laws.
Plan adopted by the Board of Directors on October 30, 1990.
Plan approved by Shareholders on October 30, 1991.
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Exhibit 5.1
August 2, 1996
EPIC Design Technology, Inc.
2901 Tasman Drive, Suite 212
Santa Clara, California 95054
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 August 2, 1996 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, for an aggregate of 600,000 shares of your
Common Stock under the 1990 Stock Option 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 Plans 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
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Exhibit 24.1
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 reports dated
October 9, 1995 appearing in the Annual Report on Form 10-K of EPIC Design
Technology, Inc. for the year ended September 30, 1995.
DELOITTE & TOUCHE LLP
San Jose, California
August 1, 1996
/S/ DELOITTE & TOUCHE LLP
