sv8
As filed with the Securities and Exchange Commission on May 13, 2011
Registration No. 333-
UNITED STATES
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)
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Delaware
(State or other jurisdiction of incorporation or organization)
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77-0148231
(I.R.S. Employer Identification No.) |
2655 Seely Avenue, Building 5
San Jose, California 95134
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated 1987 Stock Incentive Plan
(Full title of the plan)
James J. Cowie, Esq.
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)
Copy to:
Stewart L. McDowell, Esq.
Gibson, Dunn & Crutcher LLP
555 Mission Street, Suite 3000
San Francisco, California 94105
(415) 393-8200
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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CALCULATION OF REGISTRATION FEE
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Title of securities |
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Amount |
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Proposed maximum |
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Proposed maximum |
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Amount of |
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to be registered |
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to be registered (1) |
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offering price per share (2) |
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aggregate offering price (2) |
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registration fee (2) |
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Common Stock, par
value $0.01 per share |
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4,000,000 shares (3) |
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$10.34 |
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$41,360,000.00 |
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$4,802.00 |
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(1) |
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This Registration Statement shall also cover any additional shares of
common stock which become issuable under the Amended and Restated 1987 Stock
Incentive 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. (the Registrant) common stock. |
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(2) |
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Calculated solely for purposes of calculating the amount of the
registration fee under Rules 457(c) and (h) of the Securities Act of 1933, as
amended. The price per share and aggregate offering price are based upon the
average of the high and low prices of common stock of the Registrant
on May 6, 2011, as reported on the NASDAQ Global Select Market. |
TABLE OF CONTENTS
NOTE
REGISTRATION OF ADDITIONAL SHARES AND INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8
This Registration Statement on Form S-8 is filed by Cadence Design Systems, Inc., a Delaware
corporation (the Registrant), relating to 4,000,000 shares of its common stock, par value $0.01
per share (the Common Stock), issuable to eligible employees and consultants of the Registrant
and its affiliates under the Registrants Amended and Restated 1987 Stock Incentive Plan (the
Plan). On May 17, 1990, September 30, 1991, June 4, 1992, May 31, 1994, August 7, 1998 and July
31, 2007, the Registrant filed with the Securities and Exchange Commission Registration Statements
on Form S-8 (Registration No. 33-34910, No. 33-43025, No. 33-48371, No. 33-53913, No. 333-61029 and
No. 333-144972, respectively) (together, the Prior Registration Statements) relating to shares of
Common Stock issuable to eligible employees and consultants of the Registrant and its affiliates
under the Plan. The Prior Registration Statements are currently effective. This Registration
Statement relates to securities of the same class as those to which the Prior Registration
Statements relate and is submitted in accordance with Section E of the General Instructions to Form
S-8 regarding Registration of Additional Securities.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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Exhibit Number |
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Exhibit Description |
5.1
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Opinion and consent of Gibson, Dunn & Crutcher LLP. |
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23.1
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Consent of Independent Registered Public Accounting Firm. |
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23.2
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Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1). |
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24.1
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Power of Attorney (included on the signature page to this
Registration Statement on Form S-8). |
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99.1
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The Registrants Amended and Restated 1987 Stock Incentive Plan. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 10th day of May,
2011.
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CADENCE DESIGN SYSTEMS, INC.
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By: |
/s/ Lip-Bu Tan
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Lip-Bu Tan |
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President, Chief Executive Officer and Director |
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes
and appoints Lip-Bu Tan, Geoffrey G. Ribar and James J. Cowie, 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, this registration statement has
been signed by the following persons in the capacities and on the date indicated.
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Signature |
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Title |
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Date |
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/s/ Lip-Bu Tan
Lip-Bu Tan
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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May 10, 2011 |
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/s/ Geoffrey G. Ribar
Geoffrey G. Ribar
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Senior Vice President and Chief Financial
Officer
(Principal Financial Officer and Principal
Accounting Officer)
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May 10, 2011 |
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/s/ Dr. John B. Shoven
Dr. John B. Shoven
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Chairman of the Board of Directors
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May 10, 2011 |
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/s/ Susan L. Bostrom
Susan L. Bostrom
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Director
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May 10, 2011 |
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/s/ Donald L. Lucas
Donald L. Lucas
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Director
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May 10, 2011 |
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/s/ Dr. Alberto Sangiovanni-Vincentelli
Dr. Alberto Sangiovanni-Vincentelli
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Director
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May 10, 2011 |
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/s/ George M. Scalise
George M. Scalise
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Director
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May 10, 2011 |
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/s/ Roger S. Siboni
Roger S. Siboni
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Director
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May 10, 2011 |
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/s/ John A.C. Swainson
John A.C. Swainson
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Director
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May 10, 2011 |
EXHIBIT INDEX
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Exhibit Number |
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Exhibit Description |
5.1
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Opinion and consent of Gibson, Dunn & Crutcher LLP. |
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23.1
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Consent of Independent Registered Public Accounting Firm. |
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23.2
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Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1). |
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24.1
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Power of Attorney (included on the signature page to this
Registration Statement on Form S-8). |
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99.1
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The Registrants Amended and Restated 1987 Stock Incentive Plan. |