<PAGE>
As filed with the Securities and Exchange Commission on October 31, 1996
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
________________
AVANT! CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 94-3133226
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
1208 East Arques Avenue
Sunnyvale, CA 94086
(Address of principal executive offices) (Zip Code)
________________
ADS SOFTWARE, INC. 1994 STOCK OPTION PLAN
ANAGRAM, INC. 1993 STOCK INCENTIVE PLAN
(Full title of the Plans)
________________
GERALD C. HSU
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AVANT! CORPORATION
1208 EAST ARQUES AVENUE, SUNNYVALE, CALIFORNIA 94086
(Name and address of agent for service)
(408) 738-8881
(Telephone number, including area code, of agent for service)
________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
ADS Software, Inc. 1994 Stock Option Plan
- -----------------------------------------
Options to purchase Common Stock, 171,661 N/A N/A N/A
$0.0001 par value
Common Stock, $0.0001 par value 171,661 $29.875 $5,128,373 $1,769
Anagram, Inc. 1993 Stock Incentive Plan
- ----------------------------------------
Options to purchase Common Stock, 48,186 N/A N/A N/A
$0.0001 par value
Common Stock, $0.0001 par value 48,186 $29.875 $1,439,557 $ 497
=============================================================================================================================
</TABLE>
(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the ADS Software, Inc. 1994 Stock Option
Plan or the Anagram, Inc. 1993 Stock Incentive Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the receipt of consideration which results in an increase
in the number of the outstanding shares of Common Stock of Avant!
Corporation.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, (the "1933 Act") on the basis of the
average of the high and low prices per share of Common Stock of Avant!
Corporation as reported on the Nasdaq National Market on October 28, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
Avant! Corporation (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) The Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31 and June 30, 1996; and
(c) The Registrant's Registration Statement No. 0-25864 on Form 8-A filed with
the SEC on April 12, 1995 pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), together with
amendments thereto, in which there is described the terms, rights and
provisions applicable to the Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a 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
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 145 of the Delaware General Corporation Law authorizes a
court to award or a corporation's Board of Directors to grant indemnification 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 1933 Act. The
Registrant's Bylaws provide for mandatory indemnification of its directors and
officers and permissible indemnification of employees and other agents to the
maximum extent permitted by the Delaware General Corporation Law. The
Registrant's Certificate of Incorporation provides that, pursuant to Delaware
law, its directors shall not be liable for monetary damages for breach of the
directors' fiduciary duty as directors to the Registrant and its stockholders.
This provision in the Certificate of Incorporation does not eliminate the
directors' fiduciary duty, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under Delaware law. In addition each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Registrant for
acts or omissions not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws. The Registrant has
entered into Indemnification Agreements with its officers and directors which
provide such officers and directors with further indemnification to the maximum
extent permitted by the Delaware General Corporation Law.
II-1
<PAGE>
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits
--------
Exhibit Number Exhibit
- -------------- -------
5 Opinion and consent of Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP.
23.1 Consent of KPMG Peat Marwick LLP, Independent
Auditors.
23.2 Consent of Roberts Accountancy Corporation,
Independent Auditors.
23.3 Consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page
II-3 of this Registration Statement.
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 1933 Act, (ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
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 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 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, and; (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 Registrant's ADS
Software, Inc. 1994 Stock Option Plan and Anagram, Inc. 1993 Stock Incentive
Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section l5(d) of the
1934 Act that is incorporated by reference into this 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
1933 Act may be permitted to directors, officers, or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
II-2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Sunnyvale, State of California on this
28th day of October, 1996.
AVANT! CORPORATION
By: /S/ Gerald C. Hsu
------------------
Gerald C. Hsu
Chairman of the Board, President and
Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Avant! Corporation, a
Delaware corporation, do hereby constitute and appoint Gerald C. Hsu and John P.
Huyett and each of them, the lawful attorneys-in-fact and agents with full power
and authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, and any one of them, determine may
be necessary or advisable or required to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules or regulations or
requirements of the Securities and Exchange Commission in connection with this
Registration Statement. Without limiting the generality of the foregoing power
and authority, the powers granted include the power and authority to sign the
names of the undersigned officers and directors in the capacities indicated
below to this Registration Statement, to any and all amendments, both pre-
effective and post-effective, and supplements to this Registration Statement,
and to any and all instruments or documents filed as part of or in conjunction
with this Registration Statement or amendments or supplements thereof, and each
of the undersigned hereby ratifies and confirms that all said attorneys and
agents, or any one of them, shall do or cause to be done by virtue hereof. This
Power of Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/S/ Gerald C. Hsu Chairman of the Board, October 28, 1996
- ------------------ President and Chief Executive
Gerald C. Hsu Officer (Principal Executive
Officer)
/S/ John P. Huyett Vice President of Financial October 28, 1996
- ------------------- and Administrative Services,
John P. Huyett Chief Financial Officer and
Treasurer (Principal Financial
and Accounting Officer)
II-3
<PAGE>
Signature Title Date
--------- ----- ----
/S/ Y. Eric Cho Senior Vice President of Corporate October 28, 1996
- ---------------- Operations, Secretary and Director
Y. Eric Cho
/S/ Robert C. Kagle Director October 28, 1996
- --------------------
Robert C. Kagle
/S/ Tench Coxe Director October 28, 1996
- ---------------
Tench Coxe
Director October ___, 1996
- ---------------
Tatsuya Enomoto
II-4
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EXHIBIT INDEX
-------------
Exhibit Sequentially
Number Exhibit Numbered Page
- ------- ------- -------------
5 Opinion and consent of Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP.
23.1 Consent of KPMG Peat Marwick LLP, Independent
Auditors.
23.2 Consent of Roberts Accountancy Corporation,
Independent Auditors.
23.3 Consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page
II-3 of this Registration Statement.
<PAGE>
Exhibit 5
---------
October 29, 1996
Avant! Corporation
1208 East Arques Avenue
Sunnyvale, CA 94086
Re: Avant! Corporation (the "Company")
Registration Statement for
an aggregate of 219,847 Shares of Common Stock
----------------------------------------------
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of the 171,661 shares
of Common Stock available for issuance upon the Company's assumption of the ADS
Software, Inc. 1994 Stock Option Plan and the 48,186 shares of Common Stock
available for issuance upon the Company's assumption of the Anagram, Inc. 1993
Stock Incentive Plan. We advise you that, in our opinion, when such shares have
been issued and sold pursuant to the applicable provisions of the ADS Software,
Inc. 1994 Stock Option Plan and the Anagram, Inc. 1993 Stock Incentive Plan and
in accordance with the Registration Statement, such shares will be validly
issued, fully paid and nonassessable shares of the Company's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/S/ Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
<PAGE>
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Avant! Corporation
We consent to incorporation by reference in the registration statement on Form
S-8 of Avant! Corporation of our report dated September 27, 1996, relating to
the supplemental consolidated balance sheets of Avant! Corporation and
subsidiaries as of December 31, 1994 and 1995 and the related supplemental
consolidated statements of income, shareholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 1995, and the related
supplemental financial statement schedule, which report appears in the
registration statement (No. 333-11659) on Form S-4 of Avant! Corporation. We
also consent to incorporation by reference in the registration statement on Form
S-8 of Avant! Corporation of our report dated January 18, 1996, relating to the
consolidated balance sheets of Avant! Corporation and subsidiaries as of
December 31, 1995, and 1994, and the related consolidated statements of income,
shareholders' equity, and cash flows for each of the years in the three-year
period ended December 31, 1995, and the related schedule, which reports appear
or are incorporated by reference in the December 31, 1995 Annual Report on Form
10-K of Avant! Corporation.
/s/ KPMG Peat Marwick, LLP
San Jose, California
October 28, 1996
<PAGE>
EXHIBIT 23.2
------------
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this registration statement (No.
333- ) on Form S-8 of Avant! Corporation of our audit reports of Anagram,
Incorporated dated March 14, 1996, and September 18, 1996 relating to the
balance sheets of Anagram, Incorporated as of December 31, 1995 and 1994, and
the related statements of earnings, shareholders' equity and cash flows for the
years then ended.
We consent to the incorporation by reference in the registration statement (No.
333- ) on Form S-8 of Avant! Corporation of our report dated September 20,
1996 on reviewed financial statements of Anagram, Incorporated as of June 30,
1995 and 1996 and the related statements of earnings, stockholders' equity and
cash flows for the six months then ended.
ROBERTS ACCOUNTANCY CORPORATION
/S/ Roberts Accountancy
San Jose, California
October 28, 1996
