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.)
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CADENCE DESIGN SYSTEMS, INC.
2655 SEELY ROAD, BUILDING 5
SAN JOSE, CA 95134
(408) 943-1234
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(Address of principal executive offices)
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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
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CALCULATION OF REGISTRATION FEE
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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
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Common Stock 10,000,000 $26.6875 $266,875,000 $78,728.13
(par value $.01)
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(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
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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.
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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 July 31, 1998.
CADENCE DESIGN SYSTEMS, INC.
By:/s/ John R. Harding
-------------------------------
John R. Harding
President and
Chief Executive Officer
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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
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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)
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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)
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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.
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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
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Julia L. Davidson
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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
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