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As filed with the Securities and Exchange Commission on January 16, 1998
Registration No. 333-______
================================================================================
UNITED STATES
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 7372 94-3133226
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation or Classification Code Number) Identification No.)
organization)
46871 BAYSIDE PARKWAY
Fremont, California 94538
(510) 413-8000
(Address of principal executive offices) (Zip Code)
___________________
TECHNOLOGY MODELING ASSOCIATES, INC. 1989 STOCK OPTION PLAN
TECHNOLOGY MODELING ASSOCIATES, INC. 1995 STOCK OPTION PLAN
TECHNOLOGY MODELING ASSOCIATES, INC. 1996 EQUITY INCENTIVE PLAN
TECHNOLOGY MODELING ASSOCIATES, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
___________________
GERALD C. HSU
Chairman of the Board,
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AVANT! CORPORATION
46871 BAYSIDE PARKWAY
FREMONT, CALIFORNIA 94538
(Name and address of agent for service)
(510) 413-8000
(Telephone number, including area code, of agent for service)
___________________
CALCULATION OF REGISTRATION FEE
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<CAPTION>
===========================================================================================================
Title of Proposed Maximum Proposed Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) per Share Price (2) Fee
- -------------------------------------- --------------- ----------------- ----------------- ------------
<S> <C> <C> <C> <C>
Technology Modeling Associates, Inc.
- ------------------------------------
1989 Stock Option Plan
- ----------------------
Options 134,611 N/A N/A N/A
Common Stock (par value $.001) 134,611 SHARES $10.00 (2) $1,346,110 (2) $397.10
Technology Modeling Associates, Inc.
- ------------------------------------
1995 Stock Option Plan
- ----------------------
Options 312,403 N/A N/A N/A
Common Stock (par value $.001) 312,403 SHARES $10.00 (2) $3,124,030 (2) $921.59
Technology Modeling Associates, Inc.
- ------------------------------------
1996 Equity Incentive Plan
- --------------------------
Options 598,986 N/A N/A N/A
Common Stock (par value $.001) 598,986 SHARES $10.00 (2) $5,989,860 (2) $1,767.01
Technology Modeling Associates, Inc.
- ------------------------------------
1996 Employee Stock Purchase Plan
- ---------------------------------
Common Stock (par value $.001) 95,335 SHARES $18 (3) $1,716,030 (3) $506.23
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1989 Stock Option Plan, the
1995 Stock Option Plan, the 1996 Equity Incentive Plan and the 1996
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, 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
Securities Act of 1933, as amended, 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 January 14, 1998.
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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, 1996;
(b) The Registrant's Registration Statement No. 333-42923 on Form S-4
filed with the SEC on December 22, 1997;
(c) (1) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, June 30 and September 30, 1997;
(2) The Registrant's Reports on Form 8-K filed with the SEC on April,
21 1997, September 11, 1997 and September 26, 1997 as amended in Form
8-K / A filed with the SEC on November 25, 1997; 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 their
fiduciary duty as directors to the Registrant and its stockholders. This
provision in the Certificate of Incorporation does not eliminate the fiduciary
duty of the directors, 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
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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. The
Indemnification Agreements provide the Registrant's 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
--------
Exhibit Number Exhibit
- -------------- -------
4 Instrument Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 0-25864 on Form 8-A,
which is incorporated herein by reference pursuant to Item 3(d)
of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of KPMG Peat Marwick LLP, Independent Accountants.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-5 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 with or
furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in 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 subsidiary, Technology Modeling Associates,
Inc.'s 1989 Stock Option Plan, 1995 Stock Option Plan, 1996 Equity Incentive
Plan and 1996 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 15(d) of the 1934 Act that is
incorporated by reference in 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 indemnification provisions summarized in Item 6 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
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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.
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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 Fremont, State of California on this 16th day of
January, 1998.
AVANT! CORPORATION
By: /s/ Gerald C. Hsu
-------------------------------------
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 either 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 either 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 either 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.
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<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Gerald C. Hsu Chairman of the Board,
- -------------------- President, Chief Executive Officer and January 16, 1998
Gerald C. Hsu Director
(Principal Executive Officer)
/s/ John P. Huyett Vice President of Finance, January 16, 1998
- -------------------- Principal
John P. Huyett Accounting Officer
(Principal Financial and Accounting
Officer)
</TABLE>
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<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Y. Eric Cho Director January 16, 1998
- --------------------
Y. Eric Cho
/s/ Tench Coxe Director January 16, 1998
- --------------------
Tench Coxe
/s/ Eric A. Brill Director and Secretary January 16, 1998
- --------------------
Eric A. Brill
/s/ Charles L. St. Clair Director January 16, 1998
- -------------------------
Charles L. St. Clair
</TABLE>
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EXHIBIT INDEX
Exhibit Number Exhibit
- -------------- -------
4 Instrument Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 0-25864 on Form 8-A,
which is incorporated herein by reference pursuant to Item 3(d)
of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of KPMG Peat Marwick LLP, Independent Accountants.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-5 of this
Registration Statement.
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Exhibit 5
---------
January 16, 1998
Avant! Corporation
46871 Bayside Parkway
Fremont, California 94538
Re: Avant! Corporation (the "Company")
Registration Statement for
an aggregate of 1,141,335 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 (i) 134,611 shares of Common
Stock available for issuance upon the Company's assumption of the options
granted under Technology Modeling Associates, Inc.'s 1989 Stock Option Plan,
(ii) 312,403 shares of Common Stock available for issuance upon the Company's
assumption of the options granted under Technology Modeling Associates, Inc.'s
1995 Stock Option Plan (iii) 598,986 shares of Common Stock available for
issuance upon the Company's assumption of the options granted under Technology
Modeling Associates, Inc.'s 1996 Equity Incentive Plan and (iv) 95,335 shares of
Common Stock available for issuance upon the Company's assumption of the
subscriptions to purchase shares granted under Technology Modeling Associates,
Inc.'s 1996 Employee Stock Purchase Plan. We advise you that, in our opinion,
when such shares have been issued and sold pursuant to the applicable provisions
of the 1989 Stock Option Plan, the1995 Stock Option Plan, the 1996 Equity
Incentive Plan and the 1996 Employee Stock Purchase Plan and in accordance with
the Registration Statement, such shares will be validly issued, fully paid and
nonassessable shares of Avant! Corporation's Common Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Steven M. Spurlock
----------------------------------------------
Steven M. Spurlock
Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP
<PAGE>
Exhibit 23.1
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
Avant! Corporation
We consent to incorporation by reference in the registration statement dated
January 16, 1998 on Form S-8 of Avant! Corporation of our report dated January
22, 1997, except as to the second paragraph of Note 11 which is as of March
18, 1997, relating to the consolidated balance sheets of Avant! Corporation
and subsidiaries as of December 31, 1996 and 1995, 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, 1996, and
related schedule, which report appears in the December 31, 1996 Annual Report
on Form 10-K of Avant! Corporation.
San Jose, 1998 /s/ KPMG Peat Marwick LLP
January 16, 1998 -------------------------------
KPMG Peat Marwick LLP
The Board of Directors
Compass Design Automation, Inc.:
We consent to incorporation by reference in the registration statement dated
January 16, 1998 on Form S-8 of Avant! Corporation of our report dated November
18, 1997, relating to the consolidated balance sheet of Compass Design
Automation, Inc. and subsidiaries as of December 31, 1996, and the related
consolidated statements of operations, shareholders' deficit, and cash flows for
the year then ended, and related schedule, which report appears in the Form
8-K/A of Avant! Corporation, dated November 25, 1997.
/s/ KPMG Peat Marwick LLP
-------------------------
KPMG Peat Marwick LLP
San Jose, California
January 16, 1998
