As filed with the Securities and Exchange Commission on July 18, 2001.
REGISTRATION STATEMENT 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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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
(Full Title of the Plan)
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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
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Title Of Securities To Be Amount To Be Proposed Maximum Proposed Maximum Amount Of
Registered Registered (1) Offering Price Per Share Aggregate Offering Price Registration Fee
- --------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par
value per share 2,000,000 shares $1.93(2) $3,860,000(2) $965
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this
registration statement also covers additional securities that may be offered or
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions.
(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 July 13, 2001 in accordance with Rules
457(c) and 457(h) under the Securities Act of 1933, as amended.
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of (i) PART I and (ii) Items 3, 4, 5, 6, 7, and 9 of PART II of the
Registration Statement on Form S-8, File No. 333-43582, filed by the Registrant
on August 11, 2000 relating to the Registrant's Amended and Restated 2000 Stock
Incentive Program.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
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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 Marlboro, Commonwealth of Massachusetts, on this
18th day of July, 2001.
INNOVEDA, INC.
By: /s/ KEVIN P. O'BRIEN
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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, as amended,
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 July 18, 2001
- -------------------------------------- Chairman of the Board (Principal Executive
William J. Herman Officer)
/s/ KEVIN P. O'BRIEN Vice President, Finance, Chief Financial July 18, 2001
- -------------------------------------- Officer and Treasurer (Principal Financial
Kevin P. O'Brien Officer and Principal Accounting Officer)
/s/ WILLIAM V. BOTTS Director July 18, 2001
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William V. Botts
/s/ LORNE J. COOPER Director July 18, 2001
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Lorne J. Cooper
/s/ STEVEN P. ERWIN Director July 18, 2001
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Steven P. Erwin
/s/ KEITH B. GEESLIN Director July 18, 2001
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Keith B. Geeslin
/s/ HIROSHI HASHIMOTO Director July 18, 2001
- --------------------------------------
Hiroshi Hashimoto
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.1 (1) Restated Certificate of Incorporation of the Registrant, as amended.
4.2 (2) Amended and Restated Bylaws of the Registrant.
5.1 Opinion of Hale and Dorr LLP.
23.1 (3) Consent of Hale and Dorr LLP.
23.2 Consent of Deloitte & Touche LLP.
24.1 (4) Power of Attorney.
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(1) Incorporated herein by reference to (i) the Registrant's Registration
Statement on Form S-1, as amended (File No. 333-06445), (ii) the
Registrant's Current Report on Form 8-K dated March 23, 2000, as
amended, and (iii) the Registrant's Registration Statement on Form S-8
(File No. 333-43582).
(2) Incorporated herein by reference to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1997.
(3) Included in Exhibit 5.1 to this Registration Statement.
(4) Contained on the signature page to this Registration Statement.
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