-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rj9a4ru0BtnnbT3GsHTbS58/KcBAiyRL1phvM2ElEgMGiPRnlSj2uJ0Y6viBQwmD ZGhfG/xTPTJ3f3+NexOtdw== 0001047469-98-029938.txt : 19980810 0001047469-98-029938.hdr.sgml : 19980810 ACCESSION NUMBER: 0001047469-98-029938 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980807 EFFECTIVENESS DATE: 19980807 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CADENCE DESIGN SYSTEMS INC CENTRAL INDEX KEY: 0000813672 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770148231 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-61029 FILM NUMBER: 98680028 BUSINESS ADDRESS: STREET 1: 2655 SEELY ROAD BLDG 5 CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089431234 MAIL ADDRESS: STREET 1: 555 RIVER OAKS PARKWAY CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: ECAD INC /DE/ DATE OF NAME CHANGE: 19880609 S-8 1 S-8 As filed with the Securities and Exchange Commission on August 7, 1998 Registration No. 333- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- CADENCE DESIGN SYSTEMS, INC. (Exact name of registrant as specified in its charter) ---------------- DELAWARE 77-0148231 (State of Incorporation) (I.R.S. Employer Identification No.) ---------------- CADENCE DESIGN SYSTEMS, INC. 2655 SEELY ROAD, BUILDING 5 SAN JOSE, CA 95134 (408) 943-1234 ------------------------------------------ (Address of principal executive offices) ---------------- 1987 STOCK OPTION PLAN (Full title of the plans) R.L. SMITH MCKEITHEN, ESQ. VICE PRESIDENT AND GENERAL COUNSEL CADENCE DESIGN SYSTEMS, INC. 2655 SEELY ROAD, BUILDING 5 SAN JOSE, CA 95134 (408) 943-1234 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------------- Copies to: R.L. Smith McKeithen, Esq. Alan C. Mendelson, Esq. Vice President and General Counsel Cooley Godward LLP Cadence Design Systems, Inc. Five Palo Alto Square 2655 Seely Road, Building 5 3000 El Camino Real San Jose, CA 95134 Palo Alto, CA 94306 (408) 943-1234 (650) 843-5000 ----------------- CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------- PROPOSED PROPOSED TITLE OF MAXIMUM MAXIMUM AMOUNT OF SECURITIES TO AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) FEE - ---------------------------------------------------------------------------------------- Common Stock 10,000,000 $26.6875 $266,875,000 $78,728.13 (par value $.01) - ---------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c). The price per share and aggregate offering price are based upon the average of the high and low sales price of Registrant's Common Stock on August 5, 1998 as reported on the New York Stock Exchange. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8 NOS. 33-34910; 33-43025; 33-48371 AND 33-53913 The contents of Registration Statements on Form S-8 Nos. 33-34910; 33-43025; 33-48371 and 33-53913 filed with the Securities and Exchange Commission on May 17, 1990; September 30, 1991; June 4, 1992 and May 31, 1994, respectively, are incorporated by reference herein. EXHIBITS
EXHIBIT NUMBER - ------- 5 Opinion of Cooley Godward LLP 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this Registration Statement 24 Power of Attorney is contained on the signature pages.
1 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 San Jose, State of California, on July 31, 1998. CADENCE DESIGN SYSTEMS, INC. By:/s/ John R. Harding ------------------------------- John R. Harding President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John R. Harding, H. Raymond Bingham and R.L. Smith McKeithen, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. II-1 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 San Jose, State of California, on July 31, 1998. CADENCE DESIGN SYSTEMS, INC. By:/s/ John R. Harding ------------------------------- John R. Harding President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John R. Harding, H. Raymond Bingham and R.L. Smith McKeithen, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. II-1 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE /s/ John R. Harding President, Chief July 31, 1998 - ------------------------------------ Executive Officer and (John R. Harding) Director (Principal Executive Officer) /s/ H. Raymond Bingham Executive Vice July 31, 1998 - ------------------------------------ President, (H. Raymond Bingham) Chief Financial Officer and Director (Principal Financial Officer) /s/ William Porter Vice President, July 31, 1998 - ------------------------------------ Corporate (William Porter) Controller and Assistant Secretary (Principal Accounting Officer) /s/ Carol A. Bartz - ------------------------------------ Director July 31, 1998 (Carol A. Bartz) /s/ Leonard Y. W. Liu - ------------------------------------ Director July 31, 1998 (Leonard Y. W. Liu) /s/ Donald L. Lucas - ------------------------------------ Director and Chairman July 31, 1998 (Donald L. Lucas) /s/ Alberto Sangiovanni-Vincentelli Director July 31, 1998 - ------------------------------------ (Alberto Sangiovanni-Vincentelli) /s/ George M. Scalise - ------------------------------------ Director July 31, 1998 (George M. Scalise) /s/ John B. Shoven - ------------------------------------ Director July 31, 1998 (John B. Shoven)
II-2 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE President, Chief July 31, 1998 - ------------------------------------ Executive Officer and (John R. Harding) Director (Principal Executive Officer) Executive Vice July 31, 1998 - ------------------------------------ President, (H. Raymond Bingham) Chief Financial Officer and Director (Principal Financial Officer) Vice President, July 31, 1998 - ------------------------------------ Corporate (William Porter) Controller and Assistant Secretary (Principal Accounting Officer) - ------------------------------------ Director July 31, 1998 (Carol A. Bartz) - ------------------------------------ Director July 31, 1998 (Leonard Y. W. Liu) - ------------------------------------ Director and Chairman July 31, 1998 (Donald L. Lucas) - ------------------------------------ Director July 31, 1998 (Alberto Sangiovanni-Vincentelli) - ------------------------------------ Director July 31, 1998 (George M. Scalise) - ------------------------------------ Director July 31, 1998 (John B. Shoven)
II-2 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION 5 Opinion of Cooley Godward LLP 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this Registration Statement 24 Power of Attorney is contained on the signature pages.
EX-5 2 EXHIBIT 5 EXHIBIT 5 August 5, 1998 Cadence Design Systems, Inc. 2655 Seely Road Building 5 San Jose, CA 95134 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Cadence Design Systems, Inc. (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 10,000,000 shares of the Company's Common Stock, $.01 par value, (the "Shares") pursuant to its 1987 Stock Option Plan (the "Plan"). In connection with this opinion, we have examined the Registration Statement and related Prospectus, your Certificate of Incorporation and By-laws, as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and related Prospectus, will be validly issued, fully paid, and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, Cooley Godward LLP By: /s/ Julia L. Davidson ----------------------------- Julia L. Davidson EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated January 23, 1998 included in Cadence Design Systems, Inc.'s Form 10-K for the year ended January 3, 1998. /s/ Arthur Andersen LLP ARTHUR ANDERSEN LLP San Jose, California August 7, 1998 -----END PRIVACY-ENHANCED MESSAGE-----