As filed with the Securities and Exchange Commission on August 5, 1999
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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SUMMIT DESIGN, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 93-1137888
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
9305 S.W. GEMINI DRIVE
BEAVERTON, OREGON 97008
(Address of Principal Executive Officer)
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1994 STOCK PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
1997 NONSTATUTORY STOCK OPTION PLAN
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RICHARD P. DAVENPORT
PRESIDENT
SUMMIT DESIGN, INC.
9305 S.W. GEMINI DRIVE
BEAVERTON, OREGON 97008
(503) 643-9281
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPY TO:
STEVEN V. BERNARD, ESQ.
WILSON SONSINI GOODRICH
& ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
MAXIMUM MAXIMUM
OFFERING AGGREGATE AMOUNT OF
AMOUNT TO BE PRICE OFFERING REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE PRICE FEE
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Common Stock, $0.01 par value
Reserved and outstanding under the
1994 Stock Plan................... 1,125,000 shares $3.03/2.41(2) $2,931,626 $815.00
Reserved under the 1996 Employee
Stock Purchase Plan............... 150,000 shares $2.05(3) $307,500 $86.00
Reserved and outstanding under the
1997 Nonstatutory Stock Option
Plan.............................. 800,000 shares $3.32/2.41(4) $2,551,581 $710.00
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TOTAL 2,075,000 shares $5,790,707 $1,611.00
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(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been broken
down into three subtotals.
(2) Computed in accordance with Rule 457(h) and 457(c) under the Securities Act
of 1933. Such computation is based on the weighted average exercise price
of $3.03 per share covering 355,446 outstanding options and the estimated
exercise price of $2.41 per share covering 769,554 authorized but unissued
shares. The estimated exercise price of $2.41 per share was computed in
accordance with Rule 457 by averaging the high and low prices of a share of
Summit Design, Inc. Common Stock as reported in the Nasdaq National Market
on July 30, 1999.
(3) The exercise price of $2.05 per share, computed in accordance with Rule
457(h) under the Securities Act of 1933, is 85% of the fair market value of
a share of Summit Design, Inc. Common Stock on July 30, 1999. Pursuant
to Section 2(m) of the 1996 Employee Stock Purchase Plan, shares are sold
at 85% of the lesser of the fair market value of such shares on the
Enrollment Date or on the Exercise Date.
(4) Computed in accordance with Rule 457(h) and 457(c) under the Securities Act
of 1933. Such computation is based on the weighted average exercise price
of $3.32 per share covering 685,255 outstanding options and the estimated
exercise price of $2.41 per share covering 114,745 authorized but unissued
shares. The estimated exercise price of $2.41 per share was computed in
accordance with Rule 457 by averaging the high and low prices of a share of
Summit Design, Inc. Common Stock as reported in the Nasdaq National Market
on July 30, 1999.
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SUMMIT DESIGN, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission") by the Registrant:
1. The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, filed pursuant to Section 13(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
2. The Registrant's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1999, filed pursuant to Section 13(a) of the Exchange
Act.
3. The Registrant's Current Report on Form 8-K dated July 6, 1999, filed
pursuant to Section 13(a) of the Exchange Act.
4. The Registrant's Current Report on Form 8-K dated June 11, 1999, filed
pursuant to Section 13(a) of the Exchange Act.
5. The Registrant's Current Report on Form 8-K dated February 2, 1999,
filed pursuant to Section 13(a) of the Exchange Act.
6. The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A dated October 9, 1996,
filed pursuant to Section 12(g) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), which was declared effective on
October 17, 1996, including any amendment or report filed for the
purpose of updating such description.
All documents filed by Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date hereof, and prior to the filing of a
post-effective amendment which indicates that all securities offered hereunder
have been sold or which deregisters all securities then remaining unsold under
this registration statement, shall be deemed to be incorporated by reference
herein and to be part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Amended and Restated Certificate of Incorporation limits the
liability of directors to the maximum extent permitted by Delaware law.
Delaware law provides that a corporation's certificate 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 Delaware General Corporation Law or (iv) for any
transaction from which the director derived an improper personal benefit.
The Company's Amended and Restated Bylaws provide that the Company shall
indemnify its directors and officers and may indemnify its employees and agents
to the fullest extent permitted by law. The Company believes that
indemnification under its Amended and Restated Bylaws covers at least negligence
and gross negligence on the part of indemnified parties.
The Company has entered into agreements to indemnify its directors and
officers in addition to the indemnification provided for in the Company's
Amended and Restated Bylaws. These agreements, among other things, indemnify
the Company's 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
Company, arising out of such person's services as a director or officer of the
Company, any subsidiary of the Company or any other company or enterprise to
which the person provides services at the request of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. INDEX TO EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
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4.1 Amended and Restated Certificate of Incorporation (1)
4.2 Amended and Restated Bylaws as amended (2)
4.3 1994 Stock Plan and form of agreement thereto
4.4 1996 Employee Stock Purchase Plan
4.5 1997 Nonstatutory Stock Option Plan
5.1 Opinion of Counsel as to legality of securities being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 5)
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(1) Incorporated by reference to Exhibits filed with the Registrant's
Registration Statement on Form S-1 (File No. 333-6445) as declared
effective by the Securities and Exchange Commission on October 17, 1996.
(2) Incorporated by reference to Exhibits filed with the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997.
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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 Securities Act of 1933;
(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 (a)(1)(i) and (a)(1)(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 by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 of 1933 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, 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 Beaverton, State of Oregon on this 4th day of August,
1999.
SUMMIT DESIGN, INC.
By: /s/ Richard P. Davenport
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Richard P. Davenport
President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned hereby
constitutes and appoints, jointly and severally, Richard P. Davenport and
C. Albert Koob, or any of them (with full power to each of them to act alone),
as his or her true and lawful attorneys-in-fact and agents, each with full power
of substitution and resubstitution, for him or her and on his or her behalf to
sign, execute and file this Registration Statement and any or all amendments
(including, without limitation, post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto and any all documents
required to be filed with respect therewith, with the Securities and Exchange
Commission or any regulatory authority, granting unto such 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
and about the premises in order to effectuate the same as fully to all intents
and purposes as he might or could do if personally present, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or any of them, or his or
their substitute or substitutes, may lawfully do or cause to be done.
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.
Signatures Title Date
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/s/ Richard P. Davenport President August 4, 1999
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Richard P. Davenport
/s/ C. Albert Koob Vice President - Finance, Chief August 4, 1999
- ------------------------------------------- Financial Officer and Secretary
C. Albert Koob (Principal Financial and Accounting
Officer)
/s/ Amihai Ben-David Director August 4, 1999
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Amihai Ben-David
/s/ William V. Botts Director August 4, 1999
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William V. Botts
/s/ Steven P. Erwin Director August 4, 1999
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Steven P. Erwin
/s/ Barbara M. Karmel Director August 4, 1999
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Barbara M. Karmel
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INDEX TO EXHIBITS
Exhibit
Number Description of Document
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4.1 Amended and Restated Certificate of Incorporation (1)
4.2 Amended and Restated Bylaws as amended (2)
4.3 1994 Stock Plan and form of agreement thereto
4.4 1996 Employee Stock Purchase Plan
4.5 1997 Nonstatutory Stock Option Plan
5.1 Opinion of Counsel as to legality of securities being registered
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 5)
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(1) Incorporated by reference to Exhibits filed with the Registrant's
Registration Statement on Form S-1 (File No. 333-6445) as declared
effective by the Securities and Exchange Commission on October 17, 1996.
(2) Incorporated by reference to Exhibits filed with the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1997.
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