<PAGE>
As filed with the Securities and Exchange Commission on November 18, 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)
________________
META-SOFTWARE, INC. 1995 EQUITY INCENTIVE PLAN
META-SOFTWARE, INC. 1992 STOCK OPTION/APPRECIATION PLAN
META-SOFTWARE, INC. 1995 DIRECTORS' STOCK OPTION PLAN
META-SOFTWARE, INC. 1995 EMPLOYEE STOCK PURCHASE 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 OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Meta-Software, Inc. 1995 Equity Incentive Plan
- ----------------------------------------------
Options to purchase Common Stock, $0.0001 par value 227,992 N/A N/A N/A
Common Stock, $0.0001 par value 227,992 shares $18.39 (2) $4,192,772.88 (2) $1,270.54
Meta-Software, Inc. 1992 Stock
- ------------------------------
Option/Appreciation Plan
- ------------------------
Options to purchase Common Stock,
$0.0001 par value 373,635 N/A N/A N/A
Common Stock, $0.0001 par value 373,635 shares $18.39 (2) $6,871,147.65 (2) $2,082.16
Meta-Software, Inc. 1995 Directors'
- -----------------------------------
Stock Option Plan
- -----------------
Options to purchase Common Stock,
$0.0001 par value 6,575 N/A N/A N/A
Common Stock, $0.0001 par value 6,575 shares $18.39 (2) $120,914.25 (2) $ 36.64
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED BE REGISTERED (1) PER SHARE OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Meta-Software, Inc. 1995 Employee
---------------------------------
Stock Purchase Plan
- ------------------------------------
Common Stock, $0.0001 par value 10,960 shares $26.81 (3) $293,837.60 (3) $ 89.04
</TABLE>
================================================================================
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Meta-Software, Inc. 1995
Equity Incentive Plan, Meta-Software, Inc. 1992 Stock Option/Appreciation
Plan, Meta-Software, Inc. 1995 Directors' Stock Option Plan or the Meta-
Software, Inc. 1995 Employee Stock Purchase 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
weighted average exercise price of the outstanding options.
(3) Calculated solely for purposes of this offering under Rule 457(h) of 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 November 13, 1996.
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 Registration Statement No. 333-11659 on Form S-4
filed with the SEC on September 30, 1996, in which there is set
forth supplemental financial statements for the Registrant's
fiscal year ended December 31, 1995;
(c) (1) The Registrant's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, June 30 and September 30, 1996;
(2) The Registrant's Reports on Form 8-K filed with the SEC on
October 16, 1996 and October 24, 1996; and
(d) 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
<PAGE>
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.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable
Item 8. Exhibits
--------
<TABLE>
<CAPTION>
<S> <C>
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 KPMG Peat Marwick LLP, 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-4 of this Registration Statement.
</TABLE>
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
Meta-Software, Inc. 1995 Equity Incentive Plan, Meta-Software, Inc. 1992 Stock
Option/Appreciation Plan, Meta-Software, Inc. 1995 Directors' Stock Option Plan
and/or the Meta-Software, Inc. 1995 Employee Stock Purchase 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
II-2
<PAGE>
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-3
<PAGE>
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
14th day of November, 1996.
AVANT! CORPORATION
By: /s/ G.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 all that 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/ G.C. Hsu Chairman of the Board, November 14, 1996
- ------------- President and Chief Executive
Gerald C. Hsu Officer (Principal Executive
Officer)
/s/ John P. Huyett Vice President of Financial November 14, 1996
- ------------------- and Administrative Services, Chief
John P. Huyett Financial Officer and Treasurer
(Principal Financial and
Accounting Officer)
II-4
<PAGE>
Signature Title Date
- --------- ----- ----
/s/ Y. Eric Cho Senior Vice President of November 14, 1996
- ---------------- Corporate Operations,
Y. Eric Cho Secretary and Director
/s/ Shawn Hailey Director November 14, 1996
- -----------------
Shawn Hailey
/s/ Tench Coxe Director November 14, 1996
- ---------------
Tench Coxe
/s/ Tatsuya Enomoto Director November 14, 1996
- --------------------
Tatsuya Enomoto
II-5
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------- -------
<S> <C>
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 KPMG Peat Marwick LLP, 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-4 of this
Registration Statement.
</TABLE>
<PAGE>
Exhibit 5
---------
November 18, 1996
Avant! Corporation
1208 East Arques Avenue
Sunnyvale, CA 94086
Re: Avant! Corporation (the "Company")
Registration Statement for
an aggregate of 619,162 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 (i) 10,960
shares of Common Stock available for issuance upon the Company's assumption of
the Meta-Software, Inc. 1995 Employee Stock Purchase Plan, (ii) 373,635 shares
of Common Stock available for issuance upon the Company's assumption of the
Meta-Software, Inc. 1992 Stock Option/Appreciation Plan, (iii) 227,992 shares
of Common Stock available for issuance upon the Company's assumption of the
Meta-Software, Inc. 1995 Equity Incentive Plan and (iv) 6,575 shares of Common
Stock available for issuance upon the Company's assumption of the Meta-
Software, Inc. 1995 Directors' Stock Option Plan. We advise you that, in our
opinion, when such shares have been issued and sold pursuant to the applicable
provisions of the 1995 Employee Stock Purchase Plan, 1992 Stock
Option/Appreciation Plan, 1995 Equity Incentive Plan and 1995 Directors' Stock
Option 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.
San Jose, California
November 14, 1996
/s/ KPMG Peat Marwick, LLP
KPMG Peat Marwick, LLP
<PAGE>
Exhibit 23.2
------------
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 January 26, 1996, relating to the
balance sheets of Meta-Software, Inc. as of December 31, 1995, and 1994, and the
related statements of income, shareholders' equity, and cash flows for each of
the years in the three-year period ended December 31, 1995, which report appears
in the December 31, 1995 annual report on Form 10-KSB of Meta-Software, Inc. and
registration statement (No. 333-11659) on Form S-4 of Avant! Corporation.
San Jose, California
November 14, 1996
/s/ KPMG Peat Marwick, LLP
KPMG Peat Marwick, LLP
