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As filed with the Securities and Exchange Commission on January 29, 1999
Registration No. 333-______
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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)
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<CAPTION>
<S> <C> <C>
DELAWARE 7372 94-3133226
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation or organization) Classification Code Number Identification No.)
</TABLE>
46871 Bayside Parkway
Fremont, California 94538
(510) 413-8000
(Address of principal executive offices) (Zip Code)
___________________
INTERHDL, INC. 1993 STOCK OPTION PLAN
INTERHDL, INC. 1996 STOCK PLAN
AVANT! CORPORATION 1995 STOCK OPTION/STOCK ISSUANCE 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
---------- -------------- --------- --------- ---
interHDL, Inc. 1993 Stock Option Plan
- -------------------------------------
and 1996 Stock Plan
- -------------------
<S> <C> <C> <C> <C>
Options 378,366 N/A N/A N/A
Common Stock (par value $.001) 378,366 shares $0.6217 (2) $235,230.15 (2) $65.40
Avant! Corporation 1995 Stock
- -----------------------------
Option/Stock Issuance Plan
- --------------------------
Options 500,000 N/A N/A N/A
Common Stock (par value $.001) 500,000 shares $20.8125 (3) $10,406,250 (3) $2892.94
</TABLE>
(1) This Registration Statement shall also cover any additional shares of Common
Stock which become issuable under the interHDL, Inc. 1993 Stock Option Plan,
the interHDL, Inc. 1996 Stock Plan, and the Avant! Corporation 1995 Stock
Option/Stock Issuance Plan because 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 only 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 only 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 on the Nasdaq
National Market on January 25, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
Avant! Corporation ("Avant!") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):
(a) Avant!'s Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(b) (1) Avant!'s Current Report on Form 8-K, filed with the SEC on
January 20, 1998, as amended on Form 8-K/A filed with the SEC on June 11, 1998;
(2) Avant!'s Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1998;
(3) Avant!'s Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1998;
(4) Avant!'s Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1998;
(5) Avant!'s Current Report on Form 8-K, filed with the SEC on
September 18, 1998;
(6) Avant!'s Current Report on Form 8-K, filed with the SEC on
November 19, 1998; and
(7) Avant!'s Current Report on Form 8-K, filed with the SEC on
December 22, 1998;
(c) Avant!'s Registration Statement No. 0-25864 on Form 8-A filed with
the SEC on April 12, 1995 under 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
Avant!'s outstanding Common Stock.
All reports and definitive proxy or information statements filed under
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 also 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. Avant!'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. Avant!'s Certificate of
Incorporation provides that, under Delaware law, its directors shall not be
liable for monetary damages for breach of their fiduciary duty as directors to
Avant! and its
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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 Avant! 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. Avant! has entered into Indemnification Agreements with its officers and
directors. The Indemnification Agreements provide Avant!'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
Avant!'s Registration Statement No. 0-25864 on Form 8-A, which
is incorporated herein by reference under Item 3(d) of this
Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
23.3 Consent of Arthur Andersen LLP, Independent Public Accountants.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
Item 9. Undertakings
- ------- ------------
A. Avant! 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 Avant! under Section 13 or Section 15(d)
of the 1934 Act that are incorporated by reference in
this Registration Statement;
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(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 Avant!'s subsidiary, interHOL's 1993 Stock Option Plan and 1996
Stock Plan and Avant! Corporation's 1995 Stock Option / Stock Issuance Plan.
B. Avant! hereby undertakes that, for purposes of determining any
liability under the 1933 Act, each filing of Avant!'s annual report under
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 Avant! under
the indemnification provisions summarized in Item 6 or otherwise, Avant! 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 Avant! of expenses incurred or paid by a director, officer or
controlling person of Avant! 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, Avant! 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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SIGNATURES
The Securities Act of 1933, as amended, requires that Avant! certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has had this Registration Statement signed on its behalf
by the undersigned, who is duly authorized, in the City of Fremont, State of
California on this 29th day of January, 1999.
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 Peter
Teshima, 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.
Under 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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Signature Title Date
- ------------------------ -------------------------------------- -----------------
<S> <C> <C>
/s/ Gerald C. Hsu Chairman of the Board,
- ------------------------ President, Chief Executive Officer and January 29, 1999
Gerald C. Hsu Director
(Principal Executive Officer)
/s/ Peter Teshima Head of Finance, January 29, 1999
- ------------------------ Treasurer and Principal
Peter Teshima Accounting Officer
(Principal Financial and Accounting
Officer)
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<S> <C> <C>
/s/ Eric A. Brill Director January 29, 1999
- ------------------------
Eric A. Brill
/s/ Charles L. St. Clair Director and Secretary January 29, 1999
- ------------------------
Charles L. St. Clair
/s/ Moriyuki Chimura Director January 29, 1999
- ------------------------
Moriyuki Chimura
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EXHIBIT INDEX
Exhibit Number Exhibit
- -------------- -------
4 Instrument Defining Rights of Stockholders. Reference is made to
Avant!'s Registration Statement No. 0-25864 on Form 8-A, which
is incorporated herein by reference under Item 3(d) of this
Registration Statement.
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
23.3 Consent of Arthur Andersen LLP, Independent Public Accountants.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
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Exhibit 5
---------
January 29, 1999
Avant! Corporation
46871 Bayside Parkway
Fremont, California 94538
Re: Avant! Corporation (the "Company")
Registration Statement for
an aggregate of 878,366 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) 378,366 shares of Common
Stock available for issuance upon the Company's assumption of the options
granted under interHDL, Inc.'s 1993 Stock Option Plan, and interHDL, Inc.'s 1996
Stock Plan and, (ii) 500,000 shares of Common Stock available for issuance under
the options granted under Avant! Corporation 1995 Stock Option/Stock Issuance
Plan. We advise you that, in our opinion, when such shares have been issued and
sold under the applicable provisions of the 1993 Stock Option Plan, the 1996
Stock Plan, the 1995 Stock Option/Stock Issuance 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 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 reports dated May 22, 1998, relating to the
consolidated balance sheets of Avant! Corporation and subsidiaries as of
December 31, 1997 and 1996, 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, 1987, and the related schedule, which reports appear
in the June 11, 1998 current report on Form 8-K/A of Avant! Corporation.
/s/ KPMG LLP
Mountain View, California -----------------------------------
January 29, 1999 KPMG LLP
<PAGE>
Exhibit 23.3
------------
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement on Form S-8 of our report dated
January 24, 1997 on the December 31, 1996 consolidated financial statements of
Technology Modeling Associates, Inc. included in Avant! Corporation's Form
8-K/A filed with the Securities Exchange Commission on June 11, 1998.
San Jose, California /s/ Arthur Andersen LLP
January 29, 1999 -------------------------------------------------
Arthur Andersen LLP
