-----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, FO/nzXiaOooe6QurnSgzGQjgHl+1RxNqqZQwN+g6U8jwYC1f00Vmvd2xJLP57FXl J05tLKddkyHlZlFm81Jr9w== /in/edgar/work/20000811/0000912057-00-036630/0000912057-00-036630.txt : 20000921 0000912057-00-036630.hdr.sgml : 20000921 ACCESSION NUMBER: 0000912057-00-036630 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000811 EFFECTIVENESS DATE: 20000811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INNOVEDA INC CENTRAL INDEX KEY: 0000925072 STANDARD INDUSTRIAL CLASSIFICATION: [7372 ] IRS NUMBER: 931137888 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-43582 FILM NUMBER: 694384 BUSINESS ADDRESS: STREET 1: 293 BOSTON POST ROAD WEST CITY: MARLBORO STATE: MA ZIP: 01752 BUSINESS PHONE: 5084800881 MAIL ADDRESS: STREET 1: 293 BOSTON POST RD WEST CITY: MARLBORO STATE: MA ZIP: 01752 FORMER COMPANY: FORMER CONFORMED NAME: SUMMIT DESIGN INC DATE OF NAME CHANGE: 19960514 S-8 1 s-8.txt S-8 As filed with the Securities and Exchange Commission on August 11, 2000 REGISTRATION STATEMENT NO. 333-____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------------------------- INNOVEDA, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 93-1137888 (State or Other Jurisdiction of (I.R.S. Employer Identification Number) Incorporation or Organization) 293 BOSTON POST ROAD WEST MARLBORO, MASSACHUSETTS 01752 (Address of Principal Executive Offices) AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN 2000 EMPLOYEE STOCK PURCHASE PLAN (Full Title of the Plan) ---------------------------------- PETER T. JOHNSON VICE PRESIDENT, BUSINESS DEVELOPMENT AND CHIEF LEGAL OFFICER INNOVEDA, INC. 293 BOSTON POST ROAD WEST MARLBORO, MASSACHUSETTS 01752 (Name and Address of Agent for Service) (508) 480-0881 (Telephone Number, Including Area Code, of Agent for Service) CALCULATION OF REGISTRATION FEE
- ----------------------------- ----------------------- ------------------------- ------------------------- ------------------ Title Of Securities To Be Amount To Be Proposed Maximum Proposed Maximum Amount Of Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee - ----------------------------- ----------------------- ------------------------- ------------------------- ------------------ Common Stock, $0.01 par value per share 7,600,000 shares(1) $4.4375(2) $33,725,000(2) $8,904 - ----------------------------- ----------------------- ------------------------- ------------------------- ------------------
(1) Consists of (i) 6,900,000 shares issuable under the Amended and Restated 2000 Stock Incentive Plan and (ii) 700,000 shares issuable under the 2000 Employee Stock Purchase Plan. (2) Estimated solely for purposes of calculating the registration fee and based upon the average of the high and low sale prices of the Registrant's Common Stock on the Nasdaq National Market on August 10, 2000 in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933, as amended. - ------------------------------------------------------------------------------ PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information required by Part I is included in documents sent or given to participants in the Registrant's Amended and Restated 2000 Stock Incentive Plan and 2000 Employee Stock Purchase Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act"). PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE The Registrant is subject to the informational and reporting requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). The following documents, which are on file with the Commission, are incorporated in this Registration Statement by reference: (1) The Registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Exchange Act, or the latest prospectus filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the "Securities Act"), that contained audited information financial statements for the Registrant's latest fiscal year for which such statements have been filed. (2) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the document referred to in (1) above. (3) The description of the common stock of the Registrant, $0.01 par value per share (the "Common Stock"), contained in the Registration Statement on Form 8-A filed by the Registrant with the Commission on October 9, 1996. All documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all shares of Common Stock offered hereby have been sold or which deregisters all shares of Common Stock then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. DESCRIPTION OF SECURITIES Not applicable. Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The validity of the shares of Common Stock being offered hereby will be passed upon for us by Hale and Dorr LLP, Boston, Massachusetts. An investment partnership comprised of partners and senior executives of Hale and Dorr LLP owns 13,585 shares of the Registrant's common stock. Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Registrant's Amended and Restated Certificate of Incorporation, as amended, limits the liability of directors to the maximum extent permitted by Delaware law. Delaware law provides that a corporation's certificate II - 1 of incorporation may contain a provision eliminating or limiting the personal liability of a director for monetary damages for breach of their fiduciary duties as directors, except for liability (i) for any breach of their duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit. The Registrant's Amended and Restated Bylaws provide that it shall indemnify its directors and officers and may indemnify its employees and agents to the fullest extent permitted by law. The Registrant believes that indemnification under its Amended and Restated Bylaws covers at least negligence and gross negligence on the part of indemnified parties. The Registrant has entered into agreements to indemnify certain of its directors and officers in addition to the indemnification provided for in its Amended and Restated Bylaws. These agreements, among other things, indemnify those directors and officers for certain expenses including attorney's fees, judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Registrant, arising out of such person's services as a director or officer of us, any subsidiary of us or any other company or enterprise to which the person provides services at the Registrant's request. Item 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. Item 8. EXHIBITS The Exhibit Index immediately preceding the exhibits is incorporated herein by reference. Item 9. UNDERTAKINGS 1 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 Securities Act; (ii) To reflect in the prospectus any facts or events arising after the effective date of the 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 the Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; PROVIDED, HOWEVER, that paragraphs (i) and (ii) do 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 Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities 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. II - 2 (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 offering. 2 That, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the 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. 3 Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue. II - 3 SIGNATURES Pursuant to the requirements of the Securities Act, 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 Marlboro, Commonwealth of Massachusetts on this 11th day of August, 2000. INNOVEDA, INC. By:/s/ Kevin P. O'Brien -------------------- Kevin P. O'Brien Vice President, Finance and Chief Financial Officer POWER OF ATTORNEY We, the undersigned officers and directors of Innoveda, Inc., hereby severally constitute William J. Herman, Peter T. Johnson and Kevin P. O'Brien, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and behalf in our capacities as officers and directors to enable Innoveda, Inc. to comply with all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature Title Date /s/ William J. Herman President, Chief Executive Officer and August 11, 2000 - -------------------------------------- Chairman of the Board (Principal William J. Herman Executive Officer) /s/ Kevin P. O'Brien Vice President, Finance, Chief Financial August 11, 2000 - -------------------------------------- Officer and Treasurer (Principal Financial Kevin P. O'Brien Officer and Principal Accounting Officer) /s/ William V. Botts Director August 11, 2000 - -------------------------------------- William V. Botts /s/ Lorne Cooper Director August 11, 2000 - -------------------------------------- Lorne Cooper /s/ Steven P. Erwin Director August 11, 2000 - -------------------------------------- Steven P. Erwin /s/ Keith B. Geeslin Director August 11, 2000 - -------------------------------------- Keith B. Geeslin
II - 4 EXHIBIT INDEX
Exhibit Description Number ----------- - ------ 3.1 (1) Restated Certificate of Incorporation of the Registrant, as amended. 3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Registrant. 3.3 (2) Amended and Restated Bylaws of the Registrant. 4.1 (3) Specimen certificate for shares of the Registrant's common stock. 5.1 Opinion of Hale and Dorr LLP. 10.1 (4) Amended and Restated 2000 Stock Incentive Plan of the Registrant. 10.2 (4) 2000 Employee Stock Purchase Plan of the Registrant. 23.1 (5) Consent of Hale and Dorr LLP. 23.2 Consent of Deloitte & Touche LLP. 23.3 Consent of PricewaterhouseCoopers LLP. 24.1 (6) Power of Attorney.
- ------------- (1) Incorporated herein by reference to both the Registrant's Registration Statement on Form S-1, as amended (File No. 333-06445), and the Registrant's Current Report on Form 8-K dated March 23, 2000, as amended. (2) Incorporated herein by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997. (3) Incorporated herein by reference to the Registrant's Current Report on Form 8-K dated March 23, 2000, as amended. (4) Incorporated herein by reference to the Registrant's Registration Statement on Form S-4, as amended (File No. 333-42814). (5) Included in Exhibit 5.1 to this Registration Statement. (6) Contained on the signature page to this Registration Statement. II - 5 EX-3.2 2 ex-3_2.txt EX-3.2 EXHIBIT 3.2 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INNOVEDA, INC. Innoveda, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Delaware Corporation Law"), does hereby certify as follows: 1. At a duly convened meeting of the Board of Directors of the Corporation, a resolution was duly adopted, pursuant to Section 242 of the Delaware Corporation Law, setting forth an amendment to the Amended and Restated Certificate of Incorporation of the Corporation, as amended, declaring said amendment to be advisable and directing that it be considered at the next annual meeting of the Corporation's stockholders. The stockholders of the Corporation duly approved said proposed amendment in accordance with Section 242 of the Delaware Corporation Law at the Corporation's 2000 Annual Meeting of Stockholders on July 13, 2000 called and held upon notice in accordance with Section 222 of the Delaware Corporation Law. The resolution setting forth the amendment is as follows: RESOLVED: That, subject to the approval of the stockholders of the Corporation, the first paragraph of the fourth article of the Corporation's Amended and Restated Certificate of Incorporation, as amended, be and hereby is, amended to read in its entirety as follows (the "Certificate of Amendment"): The corporation is authorized to issue two classes of stock to be designated respectively, "Common Stock" and "Preferred Stock". The total number of shares that the corporation is authorized to issue is One Hundred-Five Million (105,000,000) shares, consisting of One Hundred Million (100,000,000) shares of Common Stock, par value $0.01 per share, and Five Million (5,000,000) shares of Preferred Stock, par value $0.01 per share. and that the Certificate of Amendment is deemed advisable and in the best interests of the Corporation. 2. This Certificate of Amendment of the Corporation shall be effective immediately upon the filing hereof with the Secretary of State of the State of Delaware. EXECUTED by the undersigned on this 20th day of July, 2000. INNOVEDA, INC. By: /s/ Peter T. Johnson -------------------- Name: Peter T. Johnson Title: Vice President of Business Development and Chief Legal Officer EX-5.1 3 ex-5_1.txt EX-5.1 EXHIBIT 5.1 HALE AND DORR LLP Counselors At Law www.haledorr.com 60 State Street, Boston, Massachusetts 02109 TEL 617-526-6000 * FAX 617-526-5000 August 11, 2000 Innoveda, Inc. 293 Boston Post Road West Marlboro, Massachusetts 01752 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to an aggregate of 6,900,000 shares of common stock, $0.01 par value per share (the "Shares"), of Innoveda, Inc., a Delaware corporation (the "Company"), issued under the Company's Amended and Restated 2000 Stock Incentive Plan and 2000 Employee Stock Purchase Plan (together, the "Plans"). We have examined the certificate of incorporation and by-laws of the Company, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion. In examination of the foregoing documents, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents. We express no opinion herein as to the laws of any state or jurisdiction other than the statutory provisions of the General Corporation Law of the State of Delaware and the federal laws of the United States of America. Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and provisions of the Plans, the Shares will be validly issued, fully paid and nonassessable. It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect. Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. Innoveda Inc, August 11, 2000 Page2 We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission. Very truly yours, /s/ Hale and Dorr LLP Hale and Dorr LLP EX-23.2 4 ex-23_2.txt EX-23.2 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Innoveda, Inc. on form S-8 of our report dated February 25, 2000 (March 23, 2000 as to Note 14), relating to the consolidated financial statements of Viewlogic Systems, Inc. (which expresses an unqualified opinion and includes an explanatory paragraph referring to the basis of presentation discussed in Note 1 to the consolidated financial statements), appearing in the Current Report on form 8-K/A of Innoveda, Inc. dated May 15, 2000. /s/ Deloitte & Touche LLP Boston, Massachusetts August 11, 2000 EX-23.3 5 ex-23_3.txt EX-23.3 EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 28, 2000 relating to the consolidated financial statements of Summit Design, Inc. and subsidiaries (predecessor of Innoveda, Inc.) which appears in Summit Design, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999. We also consent to the incorporation by reference of our report dated January 28, 2000 relating to the financial statement schedule, which appears in such Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Portland, Oregon August 11, 2000 -----END PRIVACY-ENHANCED MESSAGE-----