<PAGE>
As filed with the Securities and Exchange Commission on August 27, 1999
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 94-3133226
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
46871 Bayside Parkway
Fremont, CA 94538
(Address of principal executive offices) (Zip Code)
-------------------
CHRYSALIS SYMBOLIC DESIGN, INC. 1993 STOCK OPTION PLAN
(Full title of the Plan)
-------------------
GERALD C. HSU
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
<TABLE>
<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 (2) Price (2) Fee
---------- -------------- ---------------- ---------------- -------------
<S> <C> <C> <C> <C>
Options 1,272,352 N/A N/A N/A
Common Stock (par value $.001) 1,272,352 $1.40 $1,781,293 $496
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Avant! Corporation's
Chrysalis Symbolic Design, Inc. 1993 Stock Option 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.
<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 1998 Annual Report on Form 10-K, filed with
the SEC on March 31, 1999 pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "1934
Act");
(b) The Registrant's Quarterly Report on Form 10-Q, filed pursuant
to Section 13 or 15(d) of the 1934 Act for the fiscal quarter
ended June 30, 1999;
(c) The Registrant's Quarterly Report on Form 10-Q, filed pursuant
to Section 13 or 15(d) of the 1934 Act for the fiscal quarter
ended March 31, 1999;
(d) All other reports filed pursuant to Section 13(a) or 15(d) of
the 1934 Act, since the end of the fiscal year covered by the
registrant document referred to in (a) above; and
(e) The description of the Registrant's outstanding Common Stock
contained in 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 1934 Act, including any
amendment or report filed for the purpose of updating such
description.
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 director and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under
II-1
<PAGE>
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
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<S> <C>
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 of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of KPMG, LLP, Independent Public 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-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 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 Chrysalis Symbolic Design, Inc. 1993 Stock Option 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 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
<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 Fremont, State of
California on this 27th day of August, 1999.
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 Sam Chang, 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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/S/ Gerald C. Hsu President, Chief Executive Officer and August 27, 1999
- ---------------------------------------- Director
Gerald C. Hsu (Principal Executive Officer)
/S/ Sam Chang Head of Finance August 27, 1999
- ---------------------------------------- (Principal Financial and Accounting Officer)
Sam Chang
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/S/ Eric A. Brill Director August 27, 1999
- -----------------------------------------
Eric A. Brill
/S/ Charles St. Clair Director August 27, 1999
- -----------------------------------------
Charles St. Clair
/S/ Moriyuki Chimura Director August 27, 1999
- -----------------------------------------
Moriyuki Chimura
/S/ Daniel D. Taylor Director August 27, 1999
- -----------------------------------------
Daniel D. Taylor
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Exhibit
- -------------- -------
<S> <C>
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 of this Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of KPMG, LLP, Independent Public Accountants
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
August 27, 1999
Avant! Corporation
46871 Bayside Parkway
Fremont, California 94538
Re: Avant! Corporation Registration Statement
for Offering of 1,272,352 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 1,272,352 shares of
Common Stock available for issuance upon the Company's assumption of the options
granted under the Chrysalis Symbolic Design, Inc. 1993 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 Chrysalis Symbolic Design, Inc.
1993 Stock Option 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/ Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
-------------------------------------------------------------
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
on Form S-8 of Avant! Corporation of our reports dated February 9, 1999,
relating to the consolidated balance sheets of Avant! Corporation and
subsidiaries as of December 13, 1998 and 1997, 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, 1998, and the related consolidated
financial statement schedule, which reports appear in the December 31, 1998
Annual Report on Form 10-K of Avant! Corporation.
Mountain View, California
August 27, 1999 /S/ KPMG, LLP
--------------------------
KPMG, LLP
