<PAGE>
As filed with the Securities and Exchange Commission on August 19, 1999
Registration No. 333-______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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)
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XYNETIX DESIGN SYSTEMS 1993 EMPLOYEE AND CONSULTANT STOCK OPTION PLAN
XYNETIX DESIGN SYSTEMS 1993 EMPLOYEE AND CONSULTANT STOCK OPTION PLAN
(UNITED KINGDOM VERSION)
(Full title of the Plans)
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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)
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CALCULATION OF REGISTRATION FEE
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<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 3,450,375 SHARES N/A N/A N/A
Common Stock
(par value $.001) 3,450,375 SHARES $0.068207 $235,340 $66
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Avant! Corporation's
Xynetix Design Systems 1993 Employee and Consultant Stock Option Plan
and/or the Avant! Corporation's Xynetix Design Systems 1993 Employee
and Consultant Stock Option Plan (United Kingdom Version) 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 Delaware law. The
provision also does not affect a director's responsibilities under any other
law, such as the
II-2
<PAGE>
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 Xynetix Design Systems 1993 Employee and Consultant Stock Option
Plan and/or the Registrant's Xynetix Design Systems 1993 Employee and
Consultant Stock Option Plan (United Kingdom Version).
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.
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<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 19th day of August, 1999.
AVANT! CORPORATION
By: /S/ GERALD C. HSU
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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
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<S> <C> <C>
/S/ GERALD C. HSU President, Chief Executive Officer and August 19, 1999
- -------------------------- Director
Gerald C. Hsu (Principal Executive Officer)
/S/ SAM CHANG Head of Finance August 19, 1999
- -------------------------- (Principal Financial and Accounting Officer)
Sam Chang
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/S/ ERIC A. BRILL Director August 19, 1999
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Eric A. Brill
/S/ CHARLES ST. CLAIR Director August 19, 1999
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Charles St. Clair
/S/ MORIYUKI CHIMURA Director August 19, 1999
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Moriyuki Chimura
/S/ DANIEL D. TAYLOR Director August 19, 1999
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Daniel D. Taylor
</TABLE>
II-5
<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.
23.2 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>
<PAGE>
Exhibit 5
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August 19, 1999
Avant! Corporation
46871 Bayside Parkway
Fremont, California 94538
Re: Avant! Corporation Registration Statement
for Offering of 3,450,375 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 3,450,375 shares of Common
Stock available for issuance upon the Company's assumption of the options
granted under the Xynetix Design Systems 1993 Employee and Consultant Stock
Option Plan and the Xynetix Design Systems 1993 Employee and Consultant Stock
Option Plan (United Kingdom Version). We advise you that, in our opinion,
when such shares have been issued and sold pursuant to the applicable
provisions of the Xynetix Design Systems 1993 Employee and Consultant Stock
Option Plan or Xynetix Design Systems 1993 Employee and Consultant Stock
Option Plan (United Kingdom Version) 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,
Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
<PAGE>
Exhibit 23.1
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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 19, 1999 /S/ KPMG, LLP
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KPMG, LLP
