<PAGE>
As filed with the Securities and Exchange Commission on September 21, 2000
Registration No. 333 - 44970
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AVANT! CORPORATION
(Exact Name of Registrant as Specified on Its Charter)
DELAWARE 94-3133226
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
46871 Bayside Parkway
Fremont, CA 94538
(Address of Principal Executive Offices and Zip Code)
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2000 STOCK OPTION/STOCK ISSUANCE PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full title of plans)
Viraj J. Patel
Principal Financial Officer and
Principal Accounting Officer
46871 Bayside Parkway
Fremont, CA 94538
(510) 413-8000
(Name and Address, and Telephone Number,
Including Area Code, of Agent For Service)
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Copy to:
Susan Thorner, Esq.
Phyllis Solomon, Esq.
Farella Braun & Martel LLP
235 Montgomery Street
San Francisco, CA 94104-3159
<PAGE>
Calculation of Registration Fee
<TABLE>
<CAPTION>
------------------------------------------ -------------------- --------------------- -------------------- ------------------
Title of securities to be registered Amount to be Proposed Proposed maximum Amount of
registered maximum offering aggregate offering registration fee
price per share price
------------------------------------------ -------------------- --------------------- -------------------- ------------------
<S> <C> <C> <C> <C>
SEE BELOW* N/A* N/A* N/A* N/A*
------------------------------------------ -------------------- --------------------- -------------------- ------------------
</TABLE>
* No additional securities are to be registered, and registration fees were
paid upon filing of the original Registration Statement No. 333-44970.
Therefore, no further registration fee is required.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3 of Part II is hereby replaced in its entirety as follows:
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference in this Amendment to the
Registration Statement the following documents and information heretofore filed
with the Securities and Exchange Commission (the "Commission"):
a. The Company's Amendment No. 1 on Form 10-K/A to Annual Report on
Form 10-K for the fiscal year ended December 31, 1999 as filed
with the Commission on May 1, 2000;
b. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999;
c. The Company's Quarterly Report on Form 10-Q for the calendar
quarter ended March 31, 2000;
d. The Company's Quarterly Report on Form 10-Q for the calendar
quarter ended June 30, 2000;
e. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "1934 Act")
since December 31, 1999; and
f. The description of the Company's capital stock contained in the
Company's Registration Statement No. 0-25864 on Form 8-A filed
with the Securities and Exchange Commission (the "Commission") on
April 12, 2000 pursuant to Section 12 of the 1934 Act, including
any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 or 15(d) of the 1934 Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, also shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the date of the filing of such documents.
ITEM 8. EXHIBITS.
23.1 Consent of Independent Auditors
3
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SIGNATURES
Pursuant to the requirements of the 1933 Act, the Registrant certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing this Post-Effective Amendment No. 1 to 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 the
21st day of September, 2000.
AVANT! CORPORATION
By: *
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Gerald C. Hsu, President and
Chief Executive Officer
/s/ VIRAJ J. PATEL
-------------------------
Viraj J. Patel, Principal Financial
Officer and Principal Accounting
Officer
*/s/ VIRAJ J. PATEL
-------------------------
Attorney-in-Fact
4
<PAGE>
Pursuant to the requirements of the 1933 Act, this Registration
Statement has been signed by the following persons, in the capacities indicated
on the 21st day of September, 2000.
SIGNATURE TITLE
<TABLE>
<CAPTION>
<S> <C>
President, Chief Executive Officer and Chairman
* of the Board of Directors
------------------------- (Principal Executive Officer)
Gerald C. Hsu
Principal Financial Officer and
/s/ VIRAJ J. PATEL Principal Accounting Officer
-------------------------
Viraj Patel
* Director
-------------------------
Moriyuki Chimura
* Director
-------------------------
Charles St. Clair
* Director
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Kenneth Tai
* Director
-------------------------
Daniel D. Taylor
*/s/ VIRAJ J. PATEL
-------------------------
Viraj J. Patel
Attorney-in-Fact
</TABLE>
5
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
23.1 Consent of Independent Auditors
</TABLE>
