AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 28, 2002
REGISTRATION NO. 333-
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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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CADENCE DESIGN SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0148231
(State or Other Jurisdiction of Incorporation (I.R.S. Employer Identification No.)
or Organization)
2655 SEELY AVENUE, BUILDING 5
SAN JOSE, CALIFORNIA 95134
(Address of Principal Executive Offices) (Zip Code)
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OPTIONS ASSUMED BY CADENCE DESIGN SYSTEMS, INC.
ORIGINALLY GRANTED UNDER THE
JTA RESEARCH INCORPORATED
1998 STOCK OPTION PLAN
(Full title of the Plan)
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R.L. SMITH MCKEITHEN
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
CADENCE DESIGN SYSTEMS, INC.
2655 SEELY AVENUE, BUILDING 5, SAN JOSE, CALIFORNIA 95134
(Name and Address of Agent for Service)
(408) 943-1234
(Telephone number, including area code, of agent for service)
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COPIES TO:
GREGORY J. CONKLIN, ESQ.
GIBSON, DUNN & CRUTCHER LLP
ONE MONTGOMERY STREET, 31ST FLOOR
SAN FRANCISCO, CALIFORNIA 94104
(415) 393-8200
CALCULATION OF REGISTRATION FEE
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Title of Securities Proposed Maximum Proposed Maximum Amount of
to be Registered(1) Amount to be Registered(2) Offering Price per Share(3) Aggregate Offering Price(3) Registration Fee(3)
------------------- -------------------------- --------------------------- --------------------------- -------------------
Common Stock, par 258,843 $21.068 $5,453,304.32 $501.70
value $0.01 per share
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(1) Includes, with respect to each share of Common Stock, Rights, pursuant
to the registrant's Amended and Restated Rights Agreement, dated as of
February 1, 2000, between the Registrant and ChaseMellon Shareholder
Services, L.L.C., as Rights Agent, and until a triggering event
thereunder, the Rights trade with, and cannot be separated from, the
Common Stock.
(2) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1998 Stock Option Plan (the
"Plan") 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 Cadence Design Systems, Inc. Common Stock.
(3) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the maximum offering
price per share that such options may be exercised.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Pursuant to the instructions to Form S-8, Part I (Information Required
in the Section 10(a) Prospectus) is not filed as part of this Registration
Statement.
The shares of common stock subject to options registered hereunder have
been assumed by the Registrant pursuant to an Agreement and Plan of Merger,
dated as of March 4, 2002, among the Registrant, JTA Research Incorporated, a
California corporation, Jackal Acquisition, Inc., a California corporation and
wholly-owned subsidiary of the Registrant, and Jonathan Yee, as shareholder
agent. These options were originally granted to directors, employees and
consultants of JTA Research Incorporated under the Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 29, 2001, including all material
incorporated by reference therein;
(b) The description of the Registrant's Common Stock to be
offered hereby contained in the Registrant's Registration
Statement on Form 8-A filed with the Commission on August
29, 1990; and
(c) The description of the Registrant's Preferred Share
Purchase Rights set forth in Exhibit 99.1 to the
Registrant's Current Report on Form 8-K filed with the
Commission on February 16, 1996.
All documents filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (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.
Any document, and 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 that
also is incorporated or deemed to be incorporated by reference herein, modifies
or supersedes such document or statement. Any such document or statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement. Subject to the foregoing,
all information appearing in this Registration Statement is qualified in its
entirety by the information appearing in the documents incorporated by
reference.
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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 permits a
corporation to indemnify any of its directors or officers who was or is a party
or is threatened to be made a party to any third party proceeding by reason of
the fact that such person is or was a director or officer of the corporation
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that such person's conduct was
unlawful. In a derivative action, i.e., one by or in the right of a corporation,
the corporation is permitted to indemnify any of its directors or officers
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made if such person shall have been
adjudged liable to the corporation, unless and only to the extent that the court
in which such action or suit was brought shall determine upon application that
such person is fairly and reasonably entitled to indemnity for such expenses
despite such adjudication of liability.
Article VII of the Registrant's currently effective Certificate of
Incorporation eliminates the personal liability of its directors for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's 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) under Section 174 of
the Delaware General Corporation Law or (iv) for any transaction from which the
director derived an improper personal benefit. In addition, as permitted by
Section 145 of the Delaware General Corporation Law, the Bylaws of the
Registrant provide that: (a) the Registrant is required to indemnify its
directors and officers and persons serving in such capacities in other business
entities (including, for example, subsidiaries of the Registrant) at the
Registrant's request (such directors, officers and other persons are
collectively, "Covered Persons"), to the fullest extent permitted by Delaware
law, including those circumstances in which indemnification would otherwise be
discretionary; (b) the Registrant is required to advance expenses, as incurred
to such Covered Persons in connection with defending a proceeding; (c) the
indemnitee(s) of the Registrant have the right to bring suit, and to be paid the
expenses of prosecuting such suit if successful, to enforce the rights to
indemnification under the Bylaws or to advancement of expenses under the Bylaws;
(d) the rights conferred in the Bylaws are not exclusive and the Registrant is
authorized to enter into indemnification agreements with such directors,
officers and employees; (e) the Registrant is required to maintain director and
officer liability insurance to the extent reasonably available; and (f) the
Registrant may not retroactively amend the Bylaws indemnification provision in a
way that is adverse to such Covered Persons.
The Registrant has entered into indemnity agreements with each of its
executive officers and directors that provide the maximum indemnity allowed to
officers and directors by Section 145 of the Delaware General Corporation Law
and the Bylaws, as well as certain additional procedural protections. The
Registrant also maintains a limited amount of director and officer insurance.
The indemnification provision in the Bylaws, and the indemnity agreements
entered into between the Registrant and its officers or directors, may be
sufficiently broad to permit indemnification of the Registrant's officers and
directors for liability arising under the Securities Act of 1933, as amended
(the "1933 Act").
Item 7. Exemption from Registration Claimed
Not Applicable.
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Item 8. Exhibits
Exhibit Number Exhibit
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4.1 Instruments Defining Rights of Stockholders. Reference is made
to the Registrant's Registration Statement on Form 8-A filed
with the Commission on August 29, 1990 incorporated by reference
pursuant to Items 3(c) and (d).
5.1 Opinion and consent of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1).
24.1 Power of Attorney (included on the signature pages to this
Registration Statement on Form S-8).
99.1 JTA Research Incorporated 1998 Stock Option Plan.
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 (l)(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 by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into 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 upon the termination of the
offering under the Plans.
B. 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 indemnity provisions incorporated by reference in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the Commission
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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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 this 26th day
of March, 2002
CADENCE DESIGN SYSTEMS, INC.
By: /s/ H. Raymond Bingham
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H. Raymond Bingham
President, Chief Executive Officer
and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints H. Raymond Bingham and R.L. Smith
McKeithen, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his 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 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.
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.
SIGNATURE TITLE DATE
/s/ H. Raymond Bingham President, Chief Executive March 20, 2002
---------------------------- Officer and Director
H. Raymond Bingham (Principal Executive Officer)
/s/ William Porter Senior Vice President, Chief March 20, 2002
----------------------------- Financial Officer (Principal
William Porter Financial Officer and
Principal Accounting Officer)
/s/ Donald L. Lucas Chairman of the Board of March 20, 2002
----------------------------- Directors
Donald L. Lucas
/s/ Susan L. Bostrom Director March 14, 2002
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Susan L. Bostrom
/s/ Dr. Leonard Y.W. Liu Director March 20, 2002
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Dr. Leonard Y.W. Liu
/s/ Dr. Alberto Sangiovanni-Vincentelli Director March 13, 2002
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Dr. Alberto Sangiovanni-Vincentelli
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/s/ George M. Scalise Director March 15, 2002
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George M. Scalise
/s/ Dr. John B. Shoven Director March 14, 2002
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Dr. John B. Shoven
/s/ Roger S. Siboni Director March 20, 2002
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Roger S. Siboni
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EXHIBIT INDEX
Exhibit Number Exhibit
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4.1 Instruments Defining Rights of Stockholders. Reference is made
to the Registrant's Registration Statement on Form 8-A filed
with the Commission on August 29, 1990 incorporated by
reference pursuant to Items 3(c) and (d).
5.1 Opinion and consent of Gibson, Dunn & Crutcher LLP.
23.1 Consent of Arthur Andersen LLP, Independent Public
Accountants.
23.2 Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit
5.1).
24.1 Power of Attorney (included on the signature pages to this
Registration Statement on Form S-8).
99.1 JTA Research Incorporated 1998 Stock Option Plan.