sv3asr
As filed with the Securities and Exchange Commission on
July 31, 2007
Registration
No. 333-
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
Form S-3
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
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77-0148231
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Cadence Design Systems, Inc.
2655 Seely Avenue, Building 5
San Jose, California 95134
(408) 943-1234
(Address, including zip code and
telephone number, including area code, of registrants
principal executive offices)
Cadence Design Systems, Inc.
2655 Seely Avenue, Building 5
San Jose, California 95134
(408) 943-1234
Attention: Corporate Secretary
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copy to:
Stewart L. McDowell, Esq.
Gibson, Dunn & Crutcher, LLP
1 Montgomery Street
San Francisco, California 94104
(415) 393-8200
Approximate date of commencement of proposed sale to the
public: From time to time after the effective
date of this Registration Statement.
If the only securities being registered on this form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following
box: o
If any of the securities on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check
the following box: þ
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act
of 1933, please check the following box and list the Securities
Act registration statement number of the earlier effective
registration statement for the same
offering: o
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering: o
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the
following box. þ
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed
to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities
Act, check the following
box. o
CALCULATION
OF REGISTRATION FEE
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Amount to be Registered/
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Proposed Maximum Offering Price per
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Title of Each Class of
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Unit/Proposed
Maximum Aggregate Offering
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Securities to be Registered
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Price/Amount
of Registration Fee
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Debt Securities
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Common Stock
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(1)
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Preferred Stock
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Warrants
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Depositary Shares
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Purchase Contracts
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Guarantees
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Units(2)
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(1)
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An indeterminate aggregate initial offering price or number of
the securities of each identified class is being registered as
may from time to time be at indeterminate prices. Separate
consideration may or may not be received for securities that are
issuable on exercise, conversion or exchange of other securities.
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(2)
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Any securities registered hereunder may be sold separately or as
units with other securities registered hereunder
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PROSPECTUS
CADENCE
DESIGN SYSTEMS, INC.
DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
WARRANTS
DEPOSITARY SHARES
PURCHASE CONTRACTS
GUARANTEES
UNITS
We or selling securityholders may from time to time offer to
sell debt securities, common stock, preferred stock, warrants,
depositary shares, purchase contracts, guarantees or units. Each
time we or a selling securityholder sells securities pursuant to
this prospectus, we will provide a supplement to this prospectus
that contains specific information about the offering and the
specific terms of the securities offered. You should read this
prospectus and the applicable prospectus supplement carefully
before you invest in our securities.
Our common stock is listed on the Nasdaq Global Select
Market®
under the symbol CDNS.
Investing in our securities involves a high degree of risk.
See Risk Factors section of our filings with the SEC
and the applicable prospectus supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
This prospectus is dated July 31, 2007
If you are in a jurisdiction where offers to sell, or
solicitations of offers to purchase, the securities offered by
this document are unlawful, or if you are a person to whom it is
unlawful to direct these types of activities, then the offer
presented in this document does not extend to you. The
information contained in this document speaks only as of the
date of this document, unless the information specifically
indicates that another date applies.
TABLE OF
CONTENTS
FORWARD-LOOKING
STATEMENTS
This prospectus and the documents incorporated by reference in
this prospectus contain forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Certain of these statements, including, without limitation,
those regarding the extent and timing of future revenues and
expenses and customer demand, statements regarding the
deployment of our products, statements regarding our reliance on
third parties and other statements using words such as
anticipates, believes,
could, estimates, expects,
intends, may, plans,
should, will and would, and
words of similar import and the negatives thereof, constitute
forward-looking statements. These statements are predictions
based upon our current expectations about future events. Actual
results could vary materially as a result of certain factors,
including but not limited to those expressed in these
statements. We refer you to the Business
Proprietary Technology, Business
Competition, Risk Factors,
Managements Discussion and Analysis of Financial
Condition and Results of Operations Results of
Operations, Managements Discussion and
Analysis of Financial Condition and Results of
Operations Disclosures about Market Risk, and
Managements Discussion and Analysis of Financial
Condition and Results of Operations Liquidity and
Capital Resources sections contained in our annual report
on
Form 10-K
for the fiscal year ended December 30, 2006 and certain of
those sections in our quarterly reports on
Form 10-Q
filed thereafter with the SEC, and the risks discussed in our
other SEC filings or any applicable prospectus supplement, which
identify important risks and uncertainties that could cause
actual results to differ materially from those contained in the
forward-looking statements.
We urge you to consider these factors carefully in evaluating
the forward-looking statements contained in this prospectus and
any prospectus supplement. All subsequent written or oral
forward-looking statements attributable to our company or
persons acting on our behalf are expressly qualified in their
entirety by these cautionary statements. The forward-looking
statements included in this prospectus are made only as of the
date of this prospectus. We do not intend, and undertake no
obligation, to update these forward-looking statements.
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ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement we filed
with the SEC using a shelf registration process. We
may sell any combination of the securities described in this
prospectus from time to time.
The types of securities that we may offer and sell from time to
time pursuant to this prospectus are:
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debt securities;
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common stock;
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preferred stock;
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warrants;
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depositary shares;
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purchase contracts;
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guarantees; and
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units consisting of any of the securities listed above.
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Each time we sell securities pursuant to this prospectus, we
will describe in a prospectus supplement, which we will deliver
with this prospectus, specific information about the offering
and the terms of the particular securities offered. In each
prospectus supplement we will include the following information,
if applicable:
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the type, amount and terms of securities that we propose to sell;
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the initial public offering price of the securities;
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the names of any underwriters or agents through or to which we
will sell the securities;
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any compensation of those underwriters or agents; and
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information about any securities exchanges or automated
quotation systems on which the securities will be listed or
traded.
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In addition, the prospectus supplement may also add, update or
change the information contained in this prospectus.
Wherever references are made in this prospectus to information
that will be included in a prospectus supplement, to the extent
permitted by applicable law, rules or regulations, we may
instead include such information or add, update or change the
information contained in this prospectus by means of a
post-effective amendment to the registration statement of which
this prospectus is a part, through filings we make with the SEC
that are incorporated by reference into this prospectus or by
any other method as may then be permitted under applicable law,
rules or regulations.
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THE
COMPANY
We develop electronic design automation, or EDA, software, and
intellectual property. We license software, sell or license
intellectual property, sell or lease hardware technology and
provide design and methodology services throughout the world to
help manage and accelerate electronics product development
processes. Our broad range of products and services are used by
the worlds leading electronics companies to design and
develop complex integrated circuits, or ICs, and personal and
commercial electronics systems.
With the addition of emerging nanometer design considerations to
the already burgeoning set of traditional design tasks, complex
system-on-a-chip
or integrated circuit design, or IC design, can no longer be
accomplished using a collection of discrete design tools. What
previously consisted of sequential design activities must be
merged and accomplished nearly simultaneously without
time-consuming data translation steps. We combine our design
technologies into platforms for four major design
activities: functional verification, digital IC design, custom
IC design and system interconnect. The four Cadence design
platforms are Incisive functional verification, Encounter
digital IC design, Virtuoso custom design and Allegro system
interconnect platforms. In addition, we augment these platform
product offerings with a comprehensive set of design for
manufacturing products that service both the digital and custom
IC design flows. These four platforms, together with our design
for manufacturing products, comprise our primary product lines.
We were formed as a Delaware corporation in April 1987. Our
headquarters are located at 2655 Seely Avenue, San Jose,
California 95134. Our telephone number is
(408) 943-1234.
Cadence is a registered trademark and the
Cadence®
logo is a trademark of Cadence. All other product and company
names are trademarks or registered trademarks of their
respective companies. When used in this prospectus, the terms
Cadence, we, our,
us, the Company and the
Registrant refer to Cadence Design Systems, Inc. and not
its consolidated subsidiaries, except in the first two
paragraphs of this section or unless otherwise specified.
USE OF
PROCEEDS
We intend to use the net proceeds we receive from the sale of
securities by us as set forth in the applicable prospectus
supplement. Unless otherwise specified in the applicable
prospectus supplement, we will not receive any proceeds from the
sale of securities by selling securityholders.
RATIO OF
EARNINGS TO FIXED CHARGES
The following table sets forth our ratio of earnings to fixed
charges for each of the periods indicated:
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Year Ended
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Six Months Ended
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December 30,
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December 31,
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January 1,
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January 3,
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December 28,
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June 30, 2007
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2006
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2005
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2005
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2004
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2002
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13.2x
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11.8x
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9.9x
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8.0x
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15.5x
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The ratio of earnings to fixed charges is computed by dividing
(i) income (loss) before income taxes and earning in equity
interests, plus fixed charges by (ii) fixed charges. Fixed
charges consist of the portion of operating lease rental expense
that is representative of the interest factor (deemed to be
one-third of operating lease rentals) and interest expense on
indebtedness. The deficiency of earnings to fixed charges was
$19.7 million for the fiscal year ended January 3,
2004.
DESCRIPTION
OF CAPITAL STOCK
Our authorized capital stock consists of 600,000,000 shares
of common stock, par value $0.01 per share, and
400,000 shares of preferred stock, par value $0.01 per
share.
Common
stock
As of June 30, 2007 there were 277,528,689 shares of
our common stock outstanding.
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Dividends. Cadence common stockholders are
entitled to receive ratably such dividends, if any, as may be
declared from time to time by the board of directors out of
funds legally available for dividend payments.
Voting. Holders of common stock are entitled
to one vote for each share held on all matters submitted to a
vote of stockholders, including the election of directors.
Cadence stockholders are not authorized by our certificate of
incorporation to cumulate votes for the election of directors.
Directors are elected by a plurality of the votes entitled to
vote and present in person or represented by proxy at the
meeting. A majority vote of the shares present or represented by
proxy is required for Cadence stockholders to take action on all
matters other than the election of directors and certain
business combinations with holders of 5% or more of our common
stock, which require sixty-six percent (66%) of the outstanding
voting stock and a majority of the disinterested shares for
approval.
Preemptive Rights, Conversion and
Redemption. The common stock is not entitled to
preemptive or conversion rights and is not subject to redemption
or sinking fund provisions.
Liquidation, Dissolution and
Winding-up. Upon
our liquidation, dissolution or
winding-up,
the holders of common stock are entitled to share ratably in all
assets remaining after payment of liabilities and any
preferences on preferred stock we may issue in the future.
Preferred
stock
Our board of directors is authorized, without action by the
stockholders, to designate and issue up to 400,000 shares
of preferred stock in one or more series. Subject to the
Delaware Corporation Law, our board of directors may:
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fix the rights, preferences, privileges and restrictions on
these shares,
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fix the number of shares and designation of any series, and
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increase or decrease the number of shares of any series if not
below the number of outstanding shares plus the number of shares
reserved for issuance.
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As of June 30, 2007, all of the 400,000 authorized shares
of preferred stock were designated as Series A Junior
Participating Preferred Stock and no shares of preferred stock
were outstanding. The Series A Junior Participating
Preferred Stock was authorized in connection with our
stockholder rights plan. The rights plan and related rights
expired on February 9, 2006. Although we currently do not
intend to do so, our board of directors may issue preferred
stock in connection with a new stockholder rights plan or
otherwise with voting and conversion rights that could
negatively affect the voting power or other rights of the common
stockholders without stockholder approval. The issuance of
preferred stock may delay or prevent a change in control of
Cadence.
Anti-takeover
provisions
Delaware Takeover Statute. We are governed by
Section 203 of the Delaware General Corporation Law, which
prohibits a Delaware corporation from engaging in any business
combination with any interested stockholder for a period of
three years after the date that the stockholder became an
interested stockholder, unless:
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before that date, the board of directors of the corporation
approved either the business combination or the transaction that
resulted in the stockholder becoming an interested stockholder;
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upon completion of the transaction that resulted in the
stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction began,
excluding for purposes of determining the number of shares
outstanding those shares owned by persons who are directors and
also officers or which can be issued under employee stock plans
in which employee participants do not have the right to
determine confidentially whether shares held subject to the plan
will be tendered in a tender or exchange offer; or
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on or after that date, the business combination is approved by
the board of directors and authorized at an annual or special
meeting of stockholders, and not by written consent, by the
affirmative vote of at least
662/3%
of the outstanding voting stock that is not owned by the
interested stockholder.
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In general, Section 203 defines an interested stockholder
as any entity or person who, with affiliates and associates
owns, or within the three year period immediately prior to the
business combination, beneficially owned 15% or more of the
outstanding voting stock of the corporation. Section 203
defines business combination to include:
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any merger or consolidation involving the corporation and the
interested stockholder;
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any sale, transfer, pledge or other disposition of 10% or more
of the assets of the corporation involving the interested
stockholder;
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subject to specified exceptions, any transaction that results in
the issuance or transfer by the corporation of any stock of the
corporation to the interested stockholder;
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any transaction involving the corporation that increases the
proportionate share of the stock of any class or series of the
corporation beneficially owned by the interested
stockholder; or
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the receipt by the interested stockholder of the benefit of any
loans, advances, guarantees, pledges or other financial benefits
provided by or through the corporation.
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Undesignated Preferred Stock. Under our
certificate of incorporation, the board of directors has the
power to authorize the issuance of up to 400,000 shares of
preferred stock and to determine the price, rights, preferences,
privileges and restrictions, including voting rights, of those
shares without further vote or action by the common
stockholders. The issuance of preferred stock may:
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delay, defer or prevent a change in control;
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discourage bids for the common stock at a premium over the
market price of our common stock;
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adversely affect the voting and other rights of the holders of
our common stock; and
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discourage acquisition proposals or tender offers for our shares
and, as a consequence, inhibit increases in the market price of
our shares that could result from actual or rumored takeover
attempts.
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Advance Notice Provisions. Our bylaws
establish advance notice procedures for stockholder proposals
and nominations of candidates for election as directors other
than nominations made by or at the direction of the board of
directors or a committee of the board.
Special Meeting Requirements. Our bylaws
provide that special meetings of stockholders may be called at
the request of the board of directors, the chairman of the board
of directors or the chief executive officer.
Cumulative Voting. Neither our certificate of
incorporation nor our bylaws provides for cumulative voting in
the election of directors.
These provisions may deter a hostile takeover or delay a change
in control or management of Cadence.
Transfer
agent and registrar
The transfer agent and registrar for our common stock is Mellon
Investor Services LLC.
NASDAQ
Global Select Market listing
Our common stock is listed on the NASDAQ Global Select Market
under the symbol CDNS.
DESCRIPTION
OF OTHER SECURITIES
We will set forth in the applicable prospectus supplement a
description of any debt securities, warrants, depositary shares,
purchase contracts, guarantees or units that may be offered
pursuant to this prospectus.
5
PLAN OF
DISTRIBUTION
The securities being offered by this prospectus may be sold by
us or by a selling securityholder:
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through agents,
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to or through underwriters,
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through broker-dealers (acting as agent or principal),
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directly by us or a selling securityholder to purchasers,
through a specific bidding or auction process or otherwise,
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through a combination of any such methods of sale;
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through any other methods described in a prospectus supplement
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The distribution of securities may be effected from time to time
in one or more transactions, including block transactions and
transactions on the Nasdaq Global Select Market or any other
organized market where the securities may be traded. The
securities may be sold at a fixed price or prices, which may be
changed, or at market prices prevailing at the time of sale, at
prices relating to the prevailing market prices or at negotiated
prices. The consideration may be cash or another form negotiated
by the parties. Agents, underwriters or broker-dealers may be
paid compensation for offering and selling the securities. That
compensation may be in the form of discounts, concessions or
commissions to be received from us or from the purchasers of the
securities. Dealers and agents participating in the distribution
of the securities may be deemed to be underwriters, and
compensation received by them on resale of the securities may be
deemed to be underwriting discounts. If such dealers or agents
were deemed to be underwriters, they may be subject to statutory
liabilities under the Securities Act.
Agents may from time to time solicit offers to purchase the
securities. If required, we will name in the applicable
prospectus supplement any agent involved in the offer or sale of
the securities and set forth any compensation payable to the
agent. Unless otherwise indicated in the prospectus supplement,
any agent will be acting on a best efforts basis for the period
of its appointment. Any agent selling the securities covered by
this prospectus may be deemed to be an underwriter, as that term
is defined in the Securities Act, of the securities.
If underwriters are used in a sale, securities will be acquired
by the underwriters for their own account and may be resold from
time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying
prices determined at the time of sale, or under delayed delivery
contracts or other contractual commitments. Securities may be
offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by
one or more firms acting as underwriters. If an underwriter or
underwriters are used in the sale of securities, an underwriting
agreement will be executed with the underwriter or underwriters
at the time an agreement for the sale is reached. The applicable
prospectus supplement will set forth the managing underwriter or
underwriters, as well as any other underwriter or underwriters,
with respect to a particular underwritten offering of
securities, and will set forth the terms of the transactions,
including compensation of the underwriters and dealers and the
public offering price, if applicable. The prospectus and the
applicable prospectus supplement will be used by the
underwriters to resell the securities.
If a dealer is used in the sale of the securities, we, a selling
securityholder, or an underwriter will sell the securities to
the dealer, as principal. The dealer may then resell the
securities to the public at varying prices to be determined by
the dealer at the time of resale. To the extent required, we
will set forth in the prospectus supplement the name of the
dealer and the terms of the transactions.
We or a selling securityholder may directly solicit offers to
purchase the securities and we or a selling securityholder may
make sales of securities directly to institutional investors or
others. These persons may be deemed to be underwriters within
the meaning of the Securities Act with respect to any resale of
the securities. To the extent required, the prospectus
supplement will describe the terms of any such sales, including
the terms of any bidding or auction process, if used.
Agents, underwriters and dealers may be entitled under
agreements which may be entered into with us to indemnification
by us against specified liabilities, including liabilities
incurred under the Securities Act, or to
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contribution by us to payments they may be required to make in
respect of such liabilities. If required, the prospectus
supplement will describe the terms and conditions of such
indemnification or contribution. Some of the agents,
underwriters or dealers, or their affiliates may be customers
of, engage in transactions with or perform services for us or
our subsidiaries in the ordinary course of business.
Under the securities laws of some states, the securities offered
by this prospectus may be sold in those states only through
registered or licensed brokers or dealers.
Any person participating in the distribution of common stock
registered under the registration statement that includes this
prospectus will be subject to applicable provisions of the
Exchange Act, and the applicable SEC rules and regulations,
including, among others, Regulation M, which may limit the
timing of purchases and sales of any of our common stock by any
such person. Furthermore, Regulation M may restrict the
ability of any person engaged in the distribution of our common
stock to engage in market-making activities with respect to our
common stock. These restrictions may affect the marketability of
our common stock and the ability of any person or entity to
engage in market-making activities with respect to our common
stock.
Certain persons participating in an offering may engage in
over-allotment, stabilizing transactions, short-covering
transactions and penalty bids in accordance with
Regulation M under the Exchange Act that stabilize,
maintain or otherwise affect the price of the offered
securities. If any such activities will occur, they will be
described in the applicable prospectus supplement.
SELLING
SECURITYHOLDERS
Information about selling securityholders, where applicable,
will be set forth in a prospectus supplement, in a
post-effective amendment, or in filings we make with the SEC
under the Exchange Act that are incorporated by reference.
LEGAL
MATTERS
In connection with particular offerings of the securities in the
future, and if stated in the applicable prospectus supplements,
the validity of those securities will be passed upon for us by
Gibson, Dunn & Crutcher LLP, and for any underwriters
or agents by counsel named in the applicable prospectus
supplement.
EXPERTS
The consolidated financial statements of Cadence Design Systems,
Inc. and subsidiaries as of December 30, 2006 and
December 31, 2005, and for each of the years in the
three-year period ended December 30, 2006, the related
financial statement schedule and managements assessment of
the effectiveness of internal control over financial reporting
as of December 30, 2006, are incorporated by reference
herein in reliance on the reports of KPMG LLP, independent
registered public accounting firm, also incorporated by
reference herein, and upon the authority of said firm as experts
in auditing and accounting. The audit report covering the
December 30, 2006 consolidated financial statements refers
to the Companys adoption in 2006 of the provisions of
Statement of Financial Accounting Standards No. 123(R),
Share-Based Payment.
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC under the Exchange Act. You
may read and copy any reports, statements or other information
on file at the SECs public reference room located at
100 F Street, NE, Washington, D.C. 20549. Please
call the SEC at
1-800-SEC-0330
for further information on the public reference room. The SEC
filings are also available to the public from commercial
document retrieval services. These filings are also available at
the Internet website maintained by the SEC at
http://www.sec.gov.
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INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE
NOT PRESENTED IN OR DELIVERED WITH THIS PROSPECTUS. YOU SHOULD
RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS AND IN
THE DOCUMENTS THAT WE HAVE INCORPORATED BY REFERENCE INTO THIS
PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT FROM OR IN ADDITION TO THE
INFORMATION CONTAINED IN THIS DOCUMENT AND INCORPORATED BY
REFERENCE INTO THIS PROSPECTUS.
We incorporate information into this prospectus by reference,
which means that we disclose important information to you by
referring you to another document filed by us separately with
the SEC. The information incorporated by reference is deemed to
be part of this prospectus, except to the extent superseded by
information contained herein or by information contained in
documents filed with or furnished to the SEC by us after the
date of this prospectus. This prospectus incorporates by
reference the documents set forth below that have been
previously filed with the SEC. These documents contain important
information about us and our business, results of operations,
financial condition and prospects.
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Cadence SEC Filings (File No. 001-10606)
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Period
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Annual report on
Form 10-K
(including the portions of our proxy statement for our 2007
annual meeting of stockholders incorporated by reference therein)
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Fiscal year ended December 30,
2006, filed on February 23, 2007.
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Quarterly Report on
Form 10-Q
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Quarterly period ended March 31,
2007, filed on April 30, 2007 and quarterly period ended June
30, 2007, filed on July 27, 2007.
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Current Reports on
Form 8-K
and 8-K/A
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Filed on February 22, 2007 and May
15, 2007.
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We also incorporate by reference into this prospectus additional
documents, such as
10-Ks,
10-Qs,
8-Ks and
proxy materials, that we may file with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from
the date of this prospectus to the end of the offering of the
notes; provided, however, that we are not incorporating by
reference any information furnished under items 2.02 or
7.01 (or corresponding information furnished under
item 9.01 or included as an exhibit) of any future current
report on
Form 8-K.
You may obtain copies of any of these filings through Cadence as
described below, through the SEC or through the SECs
website as described above. Documents incorporated by reference
are available without charge by requesting them in writing, by
telephone or via the Internet at:
Cadence Design Systems, Inc.
2655 Seely Avenue, Building 5
San Jose, California 95134
(408) 943-1234
Attn: Investor Relations
Internet Website: www.cadence.com
THE INFORMATION CONTAINED ON OUR WEBSITE DOES NOT CONSTITUTE A
PART OF THIS PROSPECTUS.
8
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
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Item 14.
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Other
Expenses of Issuance and Distribution.
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The following table sets forth the estimated fees and expenses
payable by the Company in connection with the issuance and
distribution of the securities registered hereby:
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SEC Registration fee
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*
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Legal fees and expenses
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$
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50,000
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Accounting fees and expenses
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12,000
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Printing fees
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15,000
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Trustees fees and expenses
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7,500
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Miscellaneous
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19,500
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Total
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$
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104,000
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* |
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In accordance with Rule 456(b), we are deferring payment of
the registration fee for the securities registered hereunder. |
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Item 15.
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Indemnification
of Directors and Officers.
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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 persons 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 Registrants 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 directors 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 Registrants request (such
directors, officers and other persons are hereinafter referred
to collectively as, 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
II-1
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 Registrants officers and directors
for liability arising under the Securities Act of 1933, as
amended (the 1933 Act).
See Exhibit Index attached hereto and incorporated by
reference.
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.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the
effective registration statement;
(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 (i), (ii) and
(iii) do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement, or
is contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of the 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.
(4) That, for purposes of determining liability under the
Securities Act of 1933 to any purchaser:
(A) Each prospectus filed by the Registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering made
pursuant to Rule 415(a)(1)(i), (vii) or (x) for
the purpose of providing the information required by Section
10(a) of the Securities Act of 1933
II-2
shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus
is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the securities in
the registration statement to which the prospectus related, and
the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof. Provided,
however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time
of contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective
date.
(5) That, for purposes of determining liability of the
Registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, the undersigned
Registrant undertakes that in a primary offering of securities
of the undersigned Registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned Registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned Registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned Registrant or used
or referred to by the undersigned Registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned Registrant or its securities provided by or on
behalf of the undersigned Registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned Registrant to the purchaser.
(6) That, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrants
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 plans
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.
(7) To file an application for the purpose of determining
the eligibility of the trustee to act under subsection (a)
of Section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the
Commission under Section 305(b)(2) of the
Trust Indenture Act.
(8) 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 Securities Act of 1933
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, that 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.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act, the
Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on
Form S-3
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 31 day
of July, 2007.
CADENCE DESIGN SYSTEMS, INC.
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By:
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/s/ Michael
J. Fister
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Name: Michael J. Fister
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Title:
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President and Chief Executive Officer
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POWERS OF
ATTORNEY
KNOWN ALL PERSONS BY THESE PRESENTS, that the individuals whose
signature appears below hereby constitute and appoint Michael J.
Fister, William Porter and R.L. Smith McKeithen, and each of
them severally, as his or her true and lawful attorneys-in-fact
and agents 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 and amendments filed pursuant to
462(b) under the Securities Act of 1933) 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, 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-facts and
agents or any of them, or of his substitute or substitutes, may
lawfully do to cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following
persons in the capacities and on the dates indicated.
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/s/ Michael
J. Fister
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/s/ William
Porter
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Michael J. Fister
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William Porter
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President, Chief Executive Officer
and Director
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Executive Vice President and Chief
Financial Officer
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(Principal Executive Officer)
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(Principal Accounting Officer)
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July 31, 2007
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July 31, 2007
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/s/ Donald
L. Lucas
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/s/ Alberto
Sangiovanni-Vincentelli
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Donald L. Lucas
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Alberto Sangiovanni-Vincentelli
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Director
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Director
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July 31, 2007
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July 31, 2007
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/s/ George
M. Scalise
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/s/ John
B. Shoven
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George M. Scalise
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John B. Shoven, PhD
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Director
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Chairman of the Board and Director
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July 31, 2007
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July 31, 2007
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/s/ Roger
S. Siboni
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/s/ John
A.C. Swainson
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Roger S. Siboni
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John A.C. Swainson
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Director
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Director
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July 31, 2007
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July 31, 2007
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/s/ Lip-Bu
Tan
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Lip-Bu Tan
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Director
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July 31, 2007
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II-4
EXHIBIT INDEX
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Exhibit
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Number
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Description
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*4
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.1
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(a) The Registrants
Restated Certificate of Incorporation as filed with the
Secretary of State of the State of Delaware on May 13, 1998
(Incorporated by reference to Exhibit 3.01(j) to the
Registrants
Form 10-Q
(File
No. 1-10606)
for the quarter ended July 4, 1998).
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(b) The Registrants
Certificate of Designation of Series A Junior Participating
Preferred Stock, as amended on February 1, 2000, as filed
with the Secretary of State of the State of Delaware on
June 8, 1989 (Incorporated by reference to Exhibit 3A
to the Registrants Current Report on
Form 8-K
(File
No. 0-15867)
filed on June 12, 1989 and amended by Exhibit 4.02 to
the Registrants
Form 10-K
(File
No. 1-10606)
for the fiscal year ended January 1, 2000).
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*4
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.2
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The Registrants Amended and
Restated Bylaws, as currently in effect (Incorporated by
reference to Exhibit 3.02 to the Registrants
Form 10-Q
for the quarter ended March 29, 2003).
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*4
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.3
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Specimen Certificate of the
Registrants Common Stock (Incorporated by reference to
Exhibit 4.01 to the Registrants
Form S-4
Registration Statement (File
No. 33-43400)
filed on October 17, 1991).
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*4
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.4
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Indenture dated as of
December 19, 2006 by and between the Registrant and
Deutsche Bank Trust Company Americas as Trustee, including
form of 1.375% Convertible Senior Notes due 2011.
(Incorporated herein by reference to Exhibit 4.02 to the
Registrants Annual Report on
Form 10-K
for the year ended December 30, 2006 (the 2006
10-K)).
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*4
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.5
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Indenture dated as of
December 19, 2006 by and between the Registrant and
Deutsche Bank Trust Company Americas as Trustee, including
form of 1.500% Convertible Senior Notes due 2013.
(Incorporated herein by reference to Exhibit 4.03 to the
2006 10-K).
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*4
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.6
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Registration Rights Agreement
dated as of December 19, 2006 by and between the Registrant
and Merrill Lynch, Fenner & Smith Incorporated,
Morgan Stanley & Co. Incorporated and J.P. Morgan
Securities Inc. as representatives of the initial purchasers
named therein(Incorporated herein by reference to
Exhibit 4.04 to the 2006
10-K).
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5
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.1
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Legal opinion of Gibson,
Dunn & Crutcher LLP regarding the legality of the
securities being registered under this registration statement
and the Registrants 1.375% Convertible Senior Notes
Due 2011 and 1.500% Convertible Senior Notes Due 2013.
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5
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.2
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Legal opinion of Gibson,
Dunn & Crutcher LLP regarding the Registrants
1.375% Convertible Senior Notes Due 2011 and
1.500% Convertible Senior Notes Due 2013.
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8
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.1
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Tax Opinion of Gibson,
Dunn & Crutcher LLP with respect to the
Registrants 2.95% Junior Subordinated Convertible
Debentures due 2035.
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12
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.1
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Statement regarding computation of
ratio of earnings to fixed charges.
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23
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.1
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Consent of Gibson,
Dunn & Crutcher LLP (included in Exhibits 5.1,
5.2 and 8.1).
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23
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.2
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Consent of KPMG LLP, Independent
Registered Public Accounting Firm.
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24
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Powers of Attorney. (Included on
Page II-4
as part of the signature pages hereto).
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25
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.1
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Statement of Eligibility of
Trustee on
Form T-1
with respect to Indentures for the Registrants
1.375% Convertible Senior Notes Due 2011 and
1.500% Convertible Senior Notes Due 2013 issued by Cadence
Design Systems, Inc. to Deutsche Bank Trust Company
Americas as Trustee., dated as of December 19, 2006.
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