<PAGE>




     As filed with the Securities and Exchange Commission on August 9, 2000

                                             REGISTRATION STATEMENT NO. 333-____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                       ----------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       ----------------------------------

                                 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)

                           RESTRICTED STOCK ISSUANCES

                            (Full Title of the Plan)

                       ----------------------------------

                                WILLIAM J. HERMAN
                      PRESIDENT AND CHIEF EXECUTIVE 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
<TABLE>
<CAPTION>
----------------------------- ----------------------- ------------------------- ------------------------- ------------------
 Title Of Securities To Be         Amount To Be           Proposed Maximum          Proposed Maximum          Amount Of
         Registered                 Registered        Offering Price Per Share  Aggregate Offering Price  Registration Fee
----------------------------- ----------------------- ------------------------- ------------------------- ------------------
<S>                              <C>                   <C>                       <C>                       <C>
Common Stock, $0.01 par
value per share                   72,769 shares                 $4.49 (1)              $326,733 (1)            $87.00

----------------------------- ----------------------- ------------------------- ------------------------- ------------------
</TABLE>

(1)      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 August 4,
         2000 in accordance with Rules 457(c) and (h) under the Securities Act
         of 1933, as amended.

================================================================================
<PAGE>



                                     PART I.
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         The prospectus set forth below and filed as part of this Registration
Statement has been prepared in accordance with the requirements of Form S-3 and
may be used for reofferings and resales of unregistered securities of common
stock of Innoveda, Inc. issued by Innoveda prior to the date of this
Registration Statement.



<PAGE>

REOFFER PROSPECTUS




                                  72,769 SHARES



                                  COMMON STOCK



                                 INNOVEDA, INC.



         This prospectus relates to the public offering and sale by certain
selling stockholders of up to 72,769 shares of our common stock which they have
acquired prior to the filing of the registration statement of which this
prospectus is a part.


                       ----------------------------------

         INVESTING IN OUR COMMON STOCK INCLUDES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 3.


                       ----------------------------------

         This prospectus may be used by any selling stockholder or by any
broker-dealer who may participate in sales of the shares.

         The prices at which our stockholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any proceeds from the sale of the shares.

         Our common stock is listed on the Nasdaq National Market under the
symbol "INOV".


                       ----------------------------------

         THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS
HAVE NOT APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


                       ----------------------------------

                 THE DATE OF THIS PROSPECTUS IS AUGUST 9, 2000.



<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>                                                                                                             <C>
The Company.......................................................................................................3
Risk Factors......................................................................................................3
Special Note Regarding Forward-Looking Statements................................................................10
Use Of Proceeds..................................................................................................10
Plan Of Distribution.............................................................................................10
Selling Stockholders.............................................................................................11
Legal Matters....................................................................................................12
Where You Can Find More Information..............................................................................12
</TABLE>

         No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by Innoveda,
Inc., any selling stockholder or by any other person. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that information herein is correct as of any time
subsequent to the date hereof. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any security other than the securities
covered by this Prospectus, nor does it constitute an offer to or solicitation
of any person in any jurisdiction in which such offer or solicitation may not
lawfully be made.




                                       2
<PAGE>






                                   THE COMPANY

         Innoveda's principal executive offices are located at 293 Boston Post
Road West, Marlboro, Massachusetts, 01752, and our telephone number is (508)
480-0881.

                                  RISK FACTORS

         YOU SHOULD CONSIDER CAREFULLY THE FOLLOWING RISKS BEFORE YOU DECIDE TO
BUY OUR COMMON STOCK. THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE
ONLY ONES FACING OUR COMPANY. ADDITIONAL RISKS AND UNCERTAINTIES MAY ALSO
ADVERSELY IMPAIR OUR BUSINESS OPERATIONS. IF ANY OF THE FOLLOWING RISKS ACTUALLY
OCCUR, OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS WOULD LIKELY
SUFFER. IN SUCH CASE, THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE, AND
YOU MAY LOSE ALL OR PART OF THE MONEY YOU PAID TO BUY OUR COMMON STOCK.

         IF INNOVEDA CANNOT SUCCESSFULLY INTEGRATE SUMMIT AND VIEWLOGIC AND/OR
INNOVEDA AND PADS, THE ANTICIPATED ADVANTAGES OF THE BUSINESS COMBINATION
BETWEEN SUMMIT AND VIEWLOGIC AND/OR INNOVEDA AND PADS MAY NOT BE REALIZED, IN
FULL, IF AT ALL.

         Innoveda was formed by the merger of Viewlogic Systems, Inc. and Summit
Design, Inc. in March 2000. Innoveda has entered into a merger agreement with
PADS Software, Inc. The merger agreement provides that a wholly owned subsidiary
of Innoveda will merge with and into PADS, with PADS surviving as a wholly owned
subsidiary of Innoveda following the merger. The integration of Summit and
Viewlogic requires the dedication of Innoveda management resources. This may
distract management's attention from the effort to integrate PADS into Innoveda
and from the management of the day-to-day business of Innoveda. Employee
uncertainty and lack of focus during integration may also disrupt the business
of Innoveda. Retention of key employees by Innoveda and the combined company of
Innoveda and PADS has been, and will remain, critical to ensure continued
advancement, development and support of the companies' technologies, and ongoing
sales and marketing efforts. During the integration phase, competitors may
intensify their efforts to recruit key employees. The inability to successfully
integrate Summit and Viewlogic and/or Innoveda and PADS and to retain key
technical, sales or marketing personnel after the Summit and Viewlogic
combination and the merger of Innoveda and PADS would adversely affect the
combined company's business.

         INNOVEDA MAY NOT SUCCESSFULLY INTEGRATE RECENT BUSINESS ACQUISITIONS
OF SUMMIT AND VIEWLOGIC.

         Each of Summit and Viewlogic has recently completed other business
acquisitions. The size and number of recent acquisitions may add to the
difficulties of integrating Summit's and Viewlogic's businesses. Products,
technologies, distribution channels, key personnel and businesses of previously
acquired companies may not effectively integrate into Innoveda's business or
product offerings. Moreover, this integration may adversely affect Innoveda's
business.

         OUR QUARTERLY RESULTS WILL LIKELY FLUCTUATE AND AFFECT THE MARKET PRICE
OF OUR COMMON STOCK.

         Various factors will cause our quarterly results to fluctuate. Our
quarterly operating results and cash flows have fluctuated in the past and have
fluctuated significantly in certain quarters. These fluctuations resulted from
several factors, including, among others:

         -  the size and timing of orders;

         -  large one-time charges incurred as a result of an acquisition or
            consolidation;

         -  seasonal factors;

         -  the rate of acceptance of new products;

         -  product, customer and channel mix;



                                       3
<PAGE>


         -  lengthy sales cycles; and

         -  level of sales and marketing staff.

         These fluctuations will likely continue in future periods because of
the above factors. Additional factors potentially causing fluctuations include,
among others:

         -  corporate acquisitions, any resulting large one-time charges and the
            integration of acquired entities;

         -  the timing of new product announcements and introductions by us and
            our competitors;

         -  the rescheduling or cancellation of customer orders;

         -  the ability to continue to develop and introduce new products and
            product enhancements on a timely basis;

         -  the level of competition;

         -  purchasing, payment and, pricing policies of competitors and
            customers;

         -  product quality issues;

         -  currency fluctuations; and

         -  general economic conditions.

         OUR REVENUE IS DIFFICULT TO FORECAST BECAUSE OF THE TIMING OF REVENUE
RECOGNITION AND UNPREDICTABLE NATURE OF CUSTOMER BEHAVIOR.

         Our revenue is difficult to forecast for several reasons. We typically
ship our products shortly after we receive orders. Consequently, product backlog
at the beginning of any quarter has in the past represented only a small portion
of that quarter's expected revenue. Correspondingly, license fee revenue in any
quarter is difficult to forecast because it is substantially dependent on orders
booked and shipped in that quarter. Moreover, we generally recognize a
substantial portion of our revenue in the last month of a quarter, frequently in
the latter part of that month. Any significant deferral of purchases of our
products could have a material adverse affect on our business, financial
condition and results of operations in any particular quarter. If significant
sales occur earlier than expected, operating results for subsequent quarters may
also be adversely affected. Quarterly license fee revenue is difficult to
forecast also, because our typical sales cycle varies substantially from
customer to customer. In addition, we make a portion of our sales through
indirect channels, and these sales can be difficult to predict.

         SHORTFALLS IN REVENUE COULD ADVERSELY IMPACT QUARTERLY OPERATING
RESULTS.

         We establish our expenditure levels for product development, sales and
marketing and other operating activities based primarily on our expectations as
to future revenue. Because a high percentage of our expenses are relatively
fixed in the near term, if revenue in any quarter falls below expectations,
expenditure levels could be disproportionately high as a percentage of revenue
and materially adversely affect our operating results.

         OUR OPERATING RESULTS WILL LIKELY FLUCTUATE, AND FLUCTUATION MAY
ADVERSELY AFFECT THE STOCK PRICE OF OUR COMMON STOCK.

         We believe that our quarterly revenue, expenses and operating results
will likely vary significantly from quarter to quarter. We also believe that
period-to-period comparisons of our operating results are not necessarily
meaningful. As a result, you should not rely on these comparisons as indications
of our future performance. In addition, we operate with high gross margins, and
a downturn in revenue has, in the past, had a significant impact on


                                       4
<PAGE>


income from operations and net income. If our results of operations are below
investors' and market makers' expectation, it could have a material adverse
effect on the market price of our common stock.

         IF THE SYSTEM DESIGN PORTION OF THE ELECTRONIC DESIGN AUTOMATION
INDUSTRY ON WHICH WE PRIMARILY FOCUS DOES NOT GROW, OUR BUSINESS MAY SUFFER.

         We intend to focus on the system-level, printed circuit board and
electromechanical design automation markets while most major competitors focus
their resources on the application-specific integrated circuit and integrated
circuit design automation markets. We have adopted this focus because we believe
that the increased complexity of application-specific integrated circuits and
other integrated circuits, and the resulting increase in design time, will cause
electronic product manufacturers to differentiate their products at the system
level. If the system-level design portion of the electronic design automation
industry does not grow, it could have a material adverse effect on our business,
financial condition, results of operations or cash flows.

         WE FACE INTENSE COMPETITION IN THE INDUSTRY AND MUST COMPETE
SUCCESSFULLY IN VARIOUS ASPECTS OR OUR BUSINESS MAY SUFFER.

         The electronic design automation industry is highly competitive, and we
expect competition to increase as other electronic design automation companies
introduce products. In the electronic design automation market, we principally
compete with Mentor Graphics and Cadence and a number of smaller firms.
Indirectly, we also compete with other firms that offer alternative products.
These other firms could also offer more directly competitive products in the
future. Some of these companies have significantly greater financial, technical
and marketing resources and larger installed customer bases than us. Some of our
current and future competitors offer a more complete range of electronic design
automation products.

         We compete on the basis of various factors including, among others:

         -  product capabilities;

         -  product performance;

         -  price;

         -  support of industry standards;

         -  ease of use;

         -  first to market; and

         -  customer technical support and service.

         We believe that our products are competitive overall with respect to
these factors. However, in particular cases, our competitors may offer products
with functionality sought by our prospective customers and which differs from
those we offer. In addition, some competitors may achieve a marketing advantage
by establishing formal alliances with other electronic design automation
vendors. Further, the electronic design automation industry in general has
experienced significant consolidation in recent years, and the acquisition of
one of our competitors by a larger, more established electronic design
automation vendor could create a more significant competitor. We may not compete
successfully against current and future competitors. Our current and future
competitors may develop products comparable or superior to ours or more quickly
adapt new technologies, evolving industry trends or customer requirements.
Increased competition could result in price reductions, reduced margins and loss
of market share, all of which could have a material adverse effect on our
business, financial condition, results of operations or cash flows.



                                       5
<PAGE>


         OUR DEPENDENCE ON THE ELECTRONICS INDUSTRY MAKES US VULNERABLE TO
GENERAL INDUSTRY-WIDE DOWNTURNS.

         Our future operating results may reflect substantial fluctuations from
period to period as a consequence of industry patterns, general economic
conditions affecting the timing of orders from customers and other factors. The
electronics industry involves:

         -  rapid technological change;

         -  short product life cycles;

         -  fluctuations in manufacturing capacity; and

         -  pricing and margin pressures.

         Correspondingly, certain segments, including the computer,
semiconductor, semiconductor test equipment and telecommunications industries,
have experienced sudden and unexpected economic downturns. During these periods,
capital spending often falls, and the number of design projects often decreases.
Because our sales depend upon capital spending trends and new design projects,
negative factors affecting the electronics industry could have a material
adverse effect on our business, financial condition, results of operations, or
cash flows. A number of electronics companies, including our customers, have
experienced a slowdown in their businesses in the past.

         WE DEPEND ON THIRD PARTIES FOR PRODUCT INTEROPERABILITY, AND THAT MAKES
US VULNERABLE IF THESE THIRD PARTIES' REFUSE TO COOPERATE WITH US ON
ECONOMICALLY FEASIBLE TERMS.

         Because our products must interoperate, or be compatible, with
electronic design automation products of other companies, we must have timely
access to third party software to perform development and testing of products.
Although we have established relationships with a variety of electronic design
automation vendors to gain early access to new product information, any of these
parties may terminate these relationships with limited notice. In addition,
these relationships are with companies that are our current or potential future
competitors, including Mentor Graphics and Cadence. If any of these
relationships terminate and we are unable to obtain, in a timely manner,
information regarding modifications of third party products, we would not have
the ability to modify our software products to interoperate with these third
party products. As a result, we could experience a significant increase in
development costs, the development process would take longer, product
introductions would be delayed, and our business, financial condition, results
of operations or cash flows could be materially adversely affected.

         IF WE CANNOT DEVELOP NEW PRODUCTS TO KEEP PACE WITH TECHNOLOGICAL
CHANGE AND EVOLVING INDUSTRY STANDARDS, OUR BUSINESS WILL SUFFER.

         If we cannot, for technological or other reasons, develop and introduce
products in a timely manner in response to changing market conditions, industry
standards or other customer requirements, particularly if we have pre-announced
the product releases, our business, financial condition, results of operations
or cash flows will be materially adversely affected. The electronic design
automation industry is characterized by extremely rapid technological change,
frequent new product introductions and evolving industry standards. The
introduction of products with new technologies and the emergence of new industry
standards can render existing products obsolete and unmarketable. In addition,
customers in the electronic design automation industry require software products
that allow them to reduce time to market, differentiate their products, improve
their engineering productivity and reduce their design errors. Our future
success will depend upon our ability to enhance our current products, develop
and introduce new products that keep pace with technological developments and
emerging industry standards and address the increasingly sophisticated needs of
our customers. We may not succeed in developing and marketing product
enhancements or new products that respond to technological change or emerging
industry standards. We may experience difficulties that could delay or prevent
the successful development, introduction and marketing of these products. Our
products may not adequately meet the requirements of the marketplace and achieve
market acceptance.


                                       6
<PAGE>


         OUR SOFTWARE MAY HAVE DEFECTS.

         Our software products may contain errors that may not be detected until
late in the product's life cycle. We have in the past discovered software errors
in certain of our products and have experienced delays in shipment of products
during the period required to correct these errors. Despite testing by us and by
current and prospective customers, errors may persist, resulting in loss of, or
delay in, market acceptance and sales, diversion of development resources,
injury to our reputation or increased service and warranty costs, any of which
could have a material adverse effect on our business, financial condition,
results of operations or cash flows.

         WE DEPEND ON OUR DISTRIBUTORS TO SELL OUR PRODUCTS, ESPECIALLY
INTERNATIONALLY, BUT THESE DISTRIBUTORS MAY NOT DEVOTE SUFFICIENT EFFORTS TO
SELLING OUR PRODUCTS OR THEY MAY TERMINATE THEIR RELATIONSHIPS WITH US.

         DISTRIBUTORS' CONTINUED VIABILITY. If any of our distributors fails,
our business may suffer. We rely on distributors for licensing and support of
our products particularly in Japan and other parts of Asia. We depend on the
relationships with our distributors to maintain or increase sales. Since our
products are used by skilled design engineers, distributors must possess
sufficient technical, marketing and sales resources and must devote these
resources to a lengthy sales cycle, customer training and product service and
support. Only a limited number of distributors possess these resources.
Accordingly, we depend on the continued viability and financial stability of
these distributors.

         DISTRIBUTORS' EFFORTS IN SELLING OUR PRODUCTS. Our distributors may
offer products of several different companies, including our competitors. Our
current distributors may not continue to market or service and support our
products effectively. Any distributor may discontinue to sell our products or
devote its resources to products of other companies. The loss of, or a
significant reduction in, revenue from our distributors could have a material
adverse effect on our business, financial condition, results of operations or
cash flows.

         JAPAN. Innoveda has exclusive distribution agreements with two
distributors in Japan, which collectively cover all of Innoveda's products in
Japan. If either of these distributors terminates its relationship with
Innoveda, it could have a material adverse effect on Innoveda's business,
financial condition, results of operations or cash flows.

         WE FACE THE RISKS ASSOCIATED WITH INTERNATIONAL SALES AND OPERATIONS,
INCLUDING OUR BUSINESS ACTIVITIES IN ISRAEL, EUROPE AND ASIA.

         International revenue and expenses represent a significant portion of
our total revenue and expenses and we expect this trend to continue.
International sales and operations involve numerous risks, including, among
others:

         -  fluctuations in the value of the dollar relative to foreign
            currencies can make our products and services more expensive in
            foreign markets or increase our expenses;

         -  tariff regulations and other trade barriers;

         -  requirements for licenses, particularly with respect to the export
            of certain technologies;

         -  collectability of accounts receivable;

         -  changes in regulatory requirements; and

         -  difficulties in staffing and managing foreign operations and
            extended payment terms.

         These factors may have a material adverse effect on our future
international sales and operations and, consequently, on our business, financial
condition, results of operations or cash flows. In addition, financial markets
and economies in Asia have been experiencing adverse conditions and these
adverse economic conditions may worsen. Demand for and sales of our products in
this region may decrease.


                                       7
<PAGE>


         In order to successfully expand international sales, we may need to
establish additional foreign operations, hire additional personnel and recruit
additional international distributors. This will require significant management
attention and financial resources and could adversely affect our operating
margins. In addition, to the extent that we cannot effect these additions in a
timely manner, we can only generate limited growth in international sales, if
any. We may not maintain or increase international sales of our products, and
failure to do so could have a material adverse effect on our business, financial
condition, results of operations or cash flows.

         WE MUST MANAGE GROWTH AND ACQUISITIONS EFFECTIVELY, OR OUR FINANCIAL
CONDITION OR RESULTS OF OPERATIONS MAY SUFFER.

         Our ability to achieve significant growth will require us to implement
and continually expand our operational and financial systems, recruit additional
employees and train and manage current and future employees. We expect any
growth to place a significant strain on our operational resources and systems.
Failure to effectively manage any growth would have a material adverse effect on
our business, financial condition, results of operations or cash flows.

         We regularly evaluate acquisition opportunities. Our future
acquisitions could result in potentially dilutive issuances of equity
securities, the incurrence of debt and contingent liabilities and amortization
expenses related to goodwill and other intangible assets, and large one-time
charges which could materially adversely affect our results of operations.
Product and technology acquisitions entail numerous risks, including
difficulties in the assimilation of acquired operations, technologies and
products, diversion of management's attention to other business concern, risks
of entering markets in which we have no or limited prior experience and
potential loss of key employees of acquired companies. We may not integrate
successfully the operations, personnel or products that have been acquired or
that might be acquired in the future, and the failure to do so could have a
material adverse affect on our results of operations.

         WE FACE THE RISKS ASSOCIATED WITH OPERATIONS IN ISRAEL, INCLUDING
POLITICAL AND COORDINATION RISKS.

         POLITICAL RISKS AND GOVERNMENTAL REGULATIONS. Our research and
development operations related to Visual HDL and Visual SLD products are located
in Israel. Economic, political and military conditions may affect our operations
in that country. Hostilities involving Israel, for example, could materially
adversely affect our business, financial condition and results of operations.
Restrictions on our ability to manufacture or transfer outside of Israel any
technology developed under research and development grants from the government
of Israel further heightens the impact.

         COORDINATION RISKS. In addition, coordination with and management of
the Israeli operations requires us to address differences in culture,
regulations and time zones. Failure to successfully address these differences
could disrupt our operations.

         WE DEPEND ON OUR KEY PERSONNEL, AND FAILURE TO HIRE OR RETAIN QUALIFIED
PERSONNEL COULD CAUSE OUR BUSINESS TO SUFFER.

         Our future success will depend in large part on our key technical,
sales, marketing and management personnel and our ability to continue to attract
and retain highly-skilled technical, sales, marketing and management personnel.
Our business could be seriously harmed if we lost the services of our President
and Chief Executive Officer, William J. Herman, or if we fail to attract and
retain other key personnel.

         Competition for personnel in the software industry in general,
including the electronic design automation industry, is intense. Over the past
year, our employee turnover rate has increased significantly. We have in the
past experienced difficulty in recruiting qualified personnel. We may fail to
retain our key personnel or attract and retain other qualified technical, sales,
marketing and management personnel in the future. The loss of any key employees
or the inability to attract and retain additional qualified personnel may have a
material adverse effect on our business, financial condition, results of
operations or cash flows. Additions of new personnel and departures of existing
personnel, particularly in key positions, can be disruptive and can result in
departures of additional


                                       8
<PAGE>


personnel, which could have a material adverse effect on our business,
financial condition, results of operations or cash flows.

         IF WE FAIL TO EXPAND AND TRAIN OUR SALES AND MARKETING ORGANIZATIONS,
OUR BUSINESS MAY SUFFER.

         Our success will depend on our ability to build and expand our sales
and marketing organizations. Our future success will depend in part on our
ability to hire, train and retain qualified sales and marketing personnel and
the ability of these new persons to rapidly and effectively transition into
their new positions. Competition for qualified sales and marketing personnel is
intense, and we may not be able to hire, train and retain the number of sales
and marketing personnel needed, which would have a material adverse effect on
our business, financial condition, results of operations or cash flows.

         WE MUST CONTINUE TO ADD VALUE TO OUR CURRENT PRODUCTS TO SERVE OUR
INSTALLED CUSTOMER BASE OR OUR REVENUE DERIVED FROM MAINTENANCE AGREEMENTS WILL
DECREASE.

         A substantial portion of our revenue is derived from maintenance
agreements for existing products. In order to maintain that revenue, we must
continue to offer those customers updates for those products or convert those
customers to new products. We may not be able to do so. During 1999 several
major customers did not renew their maintenance contracts due to the fact they
were using Viewlogic's products in applications related to integrated circuit
design, which is no longer fully supported by Innoveda, and to a lesser extent a
number of customers migrated their products from the version based on the Unix
operating system to the version based on the Windows/ NT operating system, which
have lower maintenance prices. We can give no assurances that this trend will
not continue.

         WE HAVE SUBSTANTIAL SECURED DEBT, WHICH MAY SUBSTANTIALLY RESTRICT OUR
ABILITY TO REACT TO THE RAPIDLY CHANGING ENVIRONMENT OF THE ELECTRONIC DESIGN
AUTOMATION INDUSTRY, AND WHICH WE MAY NOT BE ABLE TO REPLACE.

         As of July 1, 2000 we had cash and cash equivalents of $21.7 million
and had borrowings of approximately $10.0 million under our credit facility.
Borrowings under the credit facility are secured by substantially all of our
assets. The credit facility contains limitations on additional indebtedness
and capital expenditures, and includes financial covenants, which include but
are not limited to the maintenance of minimum levels of profits, interest and
debt service coverage ratios and maximum leverage ratios. Collectively, these
limitations and covenants may substantially restrict the flexibility of our
management in quickly adjusting our financial and operational strategies to
react to changing economic and business conditions and may compromise our
ability to react to the rapidly evolving environment of the electronic design
automation industry. To avoid default under this credit facility, we must
remain in compliance with these limitations and covenants and make all
required repayments or we must obtain replacement financing. We may not be
able to secure replacement financing on terms acceptable to us or to our
stockholders, or at all. In the event of a default by us, our lender may
enforce its security interest and take possession of substantially all or
some of our assets.

         OUR STOCK PRICE HAS BEEN VOLATILE, WHICH COULD RESULT IN SUBSTANTIAL
LOSSES FOR INVESTORS PURCHASING SHARES IN THIS OFFERING.

         The trading price of our common stock is likely to be volatile. The
stock market in general, and the market for technology companies in particular,
has experienced extreme volatility. This volatility has often been unrelated to
the operating performance of particular companies. Prices for our common stock
will be determined in the marketplace and may be influenced by many factors,
including variations in our financial results, changes in earnings estimates by
industry research analysts, investors' perceptions of us and general economic,
industry and market conditions.


                                       9
<PAGE>


                SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This prospectus includes forward-looking statements that are subject to
a number of risks and uncertainties. All statements, other than statements of
historical facts included in this prospectus, regarding our strategy, future
operations, financial position, estimated revenues, projected costs, prospects,
plans and objectives of management are forward-looking statements. When used in
this prospectus, the words "plans", "will", "believe", "anticipate", "intend",
"estimate", "except", "project" and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain
these identifying words. We cannot guarantee future results, levels of activity,
performance or achievements and you should not place undue reliance on our
forward-looking statements. Our forward-looking statements do not reflect the
potential impact of any future acquisitions, mergers, dispositions, joint
ventures or strategic alliances. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of various
factors, including the risks described in "Risk Factors" and elsewhere in this
prospectus and in the documents incorporated by reference in this prospectus. We
do not assume any obligation to update any of the forward-looking statements we
make.

                                 USE OF PROCEEDS

         We will not receive any proceeds from the sale of the shares of common
stock offered hereby.

                              PLAN OF DISTRIBUTION

         We are registering 72,769 shares on behalf of certain selling
stockholders. All of the shares were originally issued by us pursuant to
employee retention arrangements. The selling stockholders named in the table
below or pledgees, donees, transferees or other successors-in-interest selling
shares received from a named selling stockholder as a gift, partnership
distribution or other non-sale-related transfer after the date of this
prospectus (collectively, the "Selling Stockholders") may sell the shares from
time to time. The Selling Stockholders will act independently of Innoveda in
making decisions with respect to the timing, manner and size of each sale. The
sales may be made on one or more exchanges or in the over-the-counter market or
otherwise, at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. The Selling
Stockholders may effect such transactions by selling the shares to or through
broker-dealers or directly to purchasers (in the event of a private sale). The
shares may be sold by one or more of, or a combination of, the following:

         -  a block trade in which the broker-dealer so engaged will attempt to
            sell the shares as agent but may position and resell a portion of
            the block as principal to facilitate the transaction,

         -  purchases by a broker-dealer as principal and resale by such
            broker-dealer for its account pursuant to this prospectus,

         -  an over-the-counter distribution in accordance with the rules of the
            Nasdaq National Market,

         -  ordinary brokerage transactions and transactions in which the broker
            solicits purchasers, and

         -  in privately negotiated transactions.

         To the extent required, this prospectus may be amended or supplemented
from time to time to describe a specific plan of distribution. In effecting
sales, broker-dealers engaged by the Selling Stockholders may arrange for other
broker-dealers to participate in the resales.

         The Selling Stockholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise. In
such transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with Selling Stockholders. The
Selling Stockholders may also sell shares short and redeliver the shares to
close out such short positions. The Selling Stockholders may enter into option
or other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. The Selling


                                       10
<PAGE>


Stockholders also may loan or pledge the shares to a broker-dealer. The
broker-dealer may sell the shares so loaned, or upon a default the
broker-dealer may sell the pledged shares pursuant to this prospectus.

         Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Stockholders. Broker-dealers
or agents may also receive compensation from the purchasers of the shares for
whom they act as agents or to whom they sell as principals, or both. Usual and
customary brokerage fees will be paid by the Selling Stockholders. Broker-
dealers or agents and any other participating broker-dealers or the Selling
Stockholders may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act in connection with sales of the shares. Accordingly,
any such commission, discount or concession received by them and any profit on
the resale of the shares purchased by them may be deemed to be underwriting
discounts or commissions under the Securities Act. Because Selling Stockholders
may be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, the Selling Stockholders will be subject to the prospectus
delivery requirements of the Securities Act. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144 promulgated under
the Securities Act may be sold under Rule 144 rather than pursuant to this
prospectus. The Selling Stockholders have advised Innoveda that they have not
entered into agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their securities. There is no underwriter
or coordinating broker acting in connection with the proposed sale of shares by
the Selling Stockholders.

         The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.

         Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the shares may not simultaneously engage
in market making activities with respect to our common stock for a specified
period prior to the commencement of such distribution. In addition, each Selling
Stockholder will be subject to applicable provisions of the Exchange Act and the
associated rules and regulations under the Exchange Act, including Regulation M,
which provisions may limit the timing of purchases and sales of shares of our
common stock by the Selling Stockholders. We will make copies of this Prospectus
available to the Selling Stockholders and we have informed the Selling
Stockholders of the need for delivery of copies of this prospectus to purchasers
at or prior to the time of any sale of the shares.

         We will bear all costs, expenses and fees in connection with the
registration of the shares. The Selling Stockholders will bear all commissions
and discounts, if any, attributable to the sales of the shares. The Selling
Stockholders may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act.

                              SELLING STOCKHOLDERS

         The following table sets forth, to our knowledge, the number of shares
owned by each of the Selling Stockholders. Each of the Selling Stockholders is
an employee and received shares of our common stock under employee retention
arrangements. No estimate can be given as to the amount of shares that will be
held by the Selling Stockholders after completion of this offering because the
Selling Stockholders may offer all or some of the shares and because there
currently are no agreements, arrangements or understandings with respect to the
sale of any of the shares. The shares offered by this prospectus may be offered
from time to time by the Selling Stockholders named below.
<TABLE>
<CAPTION>

                                                                                             NUMBER OF SHARES
NAME OF                                                          NUMBER OF SHARES      OFFERED FOR SALE UNDER
SELLING STOCKHOLDER                                         BENEFICIALLY OWNED(1)          THIS PROSPECTUS(2)
-------------------                                       ------------------------     -----------------------
<S>                                                                        <C>                         <C>
Cecil D. Stone                                                              1,273                       1,273
Daniel J. Nicols/Rita C. Nicols/John Nicols                                 2,088                       2,088
David Jensen and Sandra Jensen                                              4,556                       3,169
Dennis Frederick Nye                                                       11,038                      11,038



                                       11
<PAGE>

                                                                                             NUMBER OF SHARES
NAME OF                                                          NUMBER OF SHARES      OFFERED FOR SALE UNDER
SELLING STOCKHOLDER                                         BENEFICIALLY OWNED(1)          THIS PROSPECTUS(2)
-------------------                                       ------------------------     -----------------------
<S>                                                                        <C>                         <C>
Edward J. Murphy and Jennifer S. Murphy                                     7,003                       3,608
Frederick J. Jones, Jr.                                                     6,510                       4,245
Gregory Allan Brown and Mary Susanne Brown                                  1,698                       1,698
Iestyn Guest                                                                1,202                       1,202
James A. Schroeder                                                          1,273                       1,273
James H. Vellenga                                                           3,396                       3,396
Jared Gaillard                                                              3,254                       2,122
Jean-Patrick Lucien and Bernadette Henry-Lucien                             1,485                       1,485
Jeffrey L. and Kathryn R. Langner                                           5,689                       5,660
Joan Audrey Lee                                                             1,379                       1,379
Jodi Cummings and Donald Cummings                                           3,820                       2,405
Lewis Shelton                                                               3,008                       1,485
Mark B. Waldman                                                             4,883                       3,608
Matthew G. Wallis and Michelle M. Wang                                      3,820                       2,122
Michael S. Knop and Lea N. Knop                                             1,909                       1,591
Neil R. Vanek                                                               1,273                       1,273
Rajesh Goyal                                                                2,278                       1,584
Randall & Joan Lawson                                                       2,475                       2,475
Richard Friedman                                                            1,485                       1,485
Richard P. Manz                                                             1,287                       1,287
Robert J. Beck                                                              1,301                         849
Roland L. Mattison                                                         10,122                       4,598
Sharon Shimoon                                                              1,188                       1,188
Thomas Miceli and Paula Miceli                                              3,183                       3,183

TOTALS                                                                     93,876                      72,769
</TABLE>

(1)      The number of shares beneficially owned is determined under rules
         promulgated by the SEC, and the information is not necessarily
         indicative of beneficial ownership for any other purpose. Under such
         rules, beneficial ownership includes any shares as to which the
         individual has sole or shared voting power or investment power and also
         any shares which the individual has the right to acquire within 60 days
         after the date of this prospectus through the exercise of any stock
         option or other right. The inclusion in this table of such shares,
         however, does not constitute an admission that the Selling Stockholder
         is a direct or indirect beneficial owner of such shares. The Selling
         Stockholder has sole voting power and investment power with respect to
         all shares of capital stock listed as owned by the Selling Stockholder.

(2)      This registration statement also shall cover any additional shares of
         common stock which become issuable in connection with the shares
         registered for sale hereby by reason of any stock dividend, stock
         split, recapitalization or other similar transaction effected without
         the receipt of consideration which results in an increase in the number
         of Innoveda's outstanding shares of common stock.

                                  LEGAL MATTERS

         The validity of the common stock being offered will be passed upon for
us by Hale and Dorr LLP, Boston, Massachusetts. An investment partnership
comprised of partners and senior executives of Hale and Dorr LLP owns 13,585
shares of our common stock.

                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document we file at the SEC's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further



                                       12
<PAGE>

information on the public reference rooms. Our SEC filings are also available
to the public from the SEC's Website at "http://www.sec.gov."

         The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and the information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC after the date we first filed the registration statement
of which this prospectus is a part under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934:

         1.       Our Quarterly Report on Form 10-Q for the fiscal quarter ended
                  April 1, 2000, as filed with the SEC on May 16, 2000;

         2.       Our Current Report on Form 8-K dated March 23, 2000, as filed
                  with the SEC on April 7, 2000 and as amended by Amendment No.
                  1 to our Current Report on Form 8-K/A filed with the SEC on
                  May 15, 2000;

         3.       Our Current Report on Form 8-K dated March 3, 2000, as filed
                  with the SEC on March 9, 2000;

         4.       Our Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1999 as filed with the SEC on March 2, 2000 and
                  as amended by Amendment No. 1 to our Annual Report on Form
                  10-K/A filed with the SEC on May 1, 2000;

         5.       Our Current Report on Form 8-K dated June 2, 2000, as filed
                  with the SEC on June 19, 2000;

         6.       Our Current Report on Form 8-K dated June 23, 2000, as filed
                  with the SEC on June 30, 2000; and

         7.       The description of our common stock contained in our
                  Registration Statement on Form 8-A, as filed with the SEC on
                  October 9, 1996.





                                       13
<PAGE>





                                 INNOVEDA, INC.

                                  COMMON STOCK
                               ------------------

                                   PROSPECTUS
                               ------------------


                                 AUGUST 9, 2000



<PAGE>


                                    PART II.
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:

              (1) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Exchange Act, or the latest prospectus filed
pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the
"Securities Act"), that contained audited information financial statements for
the Registrant's latest fiscal year for which such statements have been filed.

              (2) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the document
referred to in (1) above.

              (3) The description of the common stock of the Registrant, $0.01
par value per share (the "Common Stock"), contained in the Registration
Statement on Form 8-A filed by the Registrant with the Commission on October 9,
1996.

         All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the shares of Common Stock being offered hereby will be
passed upon for us by Hale and Dorr LLP, Boston, Massachusetts. An investment
partnership comprised of partners and senior executives of Hale and Dorr LLP
owns 13,585 shares of the Registrant's common stock.

Item 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Amended and Restated Certificate of Incorporation, as
amended, 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 General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit.


                                      II-1

<PAGE>


         The Registrant's Amended and Restated Bylaws provide that it shall
indemnify its directors and officers and may indemnify its employees and agents
to the fullest extent permitted by law. The Registrant believes that
indemnification under its Amended and Restated Bylaws covers at least negligence
and gross negligence on the part of indemnified parties.

         The Registrant has entered into agreements to indemnify certain of its
directors and officers in addition to the indemnification provided for in its
Amended and Restated Bylaws. These agreements, among other things, indemnify
those 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 Registrant,
arising out of such person's services as a director or officer of us, any
subsidiary of us or any other company or enterprise to which the person provides
services at the Registrant's request.

Item 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

Item 8.           EXHIBITS.

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

Item 9.           UNDERTAKINGS.

            1 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;

                  (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 (i) and (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 with or
            furnished to the Commission by the Registrant pursuant to Section 13
            or 15(d) of the Exchange Act that are incorporated by reference in
            the Registration Statement.

              (2) That, for the purpose of determining any liability under the
            Securities Act, 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.

            2    That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities


                                      II-2
<PAGE>

offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.

            3    Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 and will be governed by the final
adjudication of such issue.







                                      II-3

<PAGE>


                                   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-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 9th
day of August, 2000.

                                            INNOVEDA, INC.

                                            By: /s/ Kevin P. O'Brien
                                               ----------------------------
                                               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, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

<TABLE>
<CAPTION>

            SIGNATURE                                      TITLE                                    DATE
            ---------                                      -----                                    ----
<S>                                     <C>                                              <C>


/s/ William J. Herman                    President, Chief Executive Officer and           August 9, 2000
---------------------------------        Director (Principal Executive Officer)
William J. Herman

/s/ Kevin P. O'Brien                     Vice President, Finance, Chief Financial         August 9,  2000
---------------------------------        Officer and Treasurer (Principal Financial
Kevin P. O'Brien                         Officer and Principal Accounting
                                         Officer)

/s/ William V. Botts                          Director                                    August 9, 2000
---------------------------------
William V. Botts

/s/ Lorne Cooper                              Director                                    August 9, 2000
---------------------------------
Lorne Cooper

/s/ Steven P. Erwin                           Director                                    August 9, 2000
---------------------------------
Steven P. Erwin

/s/ Keith B. Geeslin                          Director                                    August 9, 2000
---------------------------------
Keith B. Geeslin


</TABLE>

                                      II-4

<PAGE>


                                  EXHIBIT INDEX


Exhibit         DESCRIPTION
NUMBER          -----------
------
3.1 (1)         Restated Certificate of Incorporation of the Registrant, as
                amended.

3.2 (2)         Amended and Restated Bylaws of the Registrant.

4.1 (3)         Specimen certificate for shares of the Registrant's common
                stock.

5.1             Opinion of Hale and Dorr LLP.

23.1 (4)        Consent of Hale and Dorr LLP.

23.2            Consent of Deloitte & Touche LLP.

23.3            Consent of PricewaterhouseCoopers LLP.

24.1 (5)        Power of Attorney.

-------------

(1)     Incorporated herein by reference to both the Registrant's Registration
        Statement on Form S-1, as amended (File No. 333-06445), and the
        Registrant's Current Report on Form 8-K dated March 23, 2000, as
        amended.

(2)     Incorporated herein by reference to the Registrant's Quarterly Report on
        Form 10-Q for the quarter ended June 30, 1997.

(3)     Incorporated herein by reference to the Registrant's Current Report on
        Form 8-K dated March 23, 2000, as amended.

(4)     Included in Exhibit 5.1 to this Registration Statement.

(5)     Contained on the signature page to this Registration Statement.


                                      II-5
[{"type": "S-8", "sequence": "1", "filename": "s-8.txt", "description": "S-8", "secsgml_size_bytes": 66219}]
{"company-data": {"conformed-name": "INNOVEDA INC", "cik": "0000925072", "assigned-sic": "7372", "irs-number": "931137888", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43374", "film-number": "690092"}, "business-address": {"street1": "293 BOSTON POST ROAD WEST", "city": "MARLBORO", "state": "MA", "zip": "01752", "phone": "5084800881"}, "mail-address": {"street1": "293 BOSTON POST RD WEST", "city": "MARLBORO", "state": "MA", "zip": "01752"}, "former-company": {"former-conformed-name": "SUMMIT DESIGN INC", "date-changed": "19960514"}}
As filed with the Securities and Exchange Commission on August 9, 2000

                                             REGISTRATION STATEMENT NO. 333-____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                       ----------------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                       ----------------------------------

                                 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)

                           RESTRICTED STOCK ISSUANCES

                            (Full Title of the Plan)

                       ----------------------------------

                                WILLIAM J. HERMAN
                      PRESIDENT AND CHIEF EXECUTIVE 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
----------------------------- ----------------------- ------------------------- ------------------------- ------------------
 Title Of Securities To Be         Amount To Be           Proposed Maximum          Proposed Maximum          Amount Of
         Registered                 Registered        Offering Price Per Share  Aggregate Offering Price  Registration Fee
----------------------------- ----------------------- ------------------------- ------------------------- ------------------
Common Stock, $0.01 par
value per share                   72,769 shares                 $4.49 (1)              $326,733 (1)            $87.00

----------------------------- ----------------------- ------------------------- ------------------------- ------------------
(1)      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 August 4,
         2000 in accordance with Rules 457(c) and (h) under the Securities Act
         of 1933, as amended.

================================================================================
PART I.
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE

         The prospectus set forth below and filed as part of this Registration
Statement has been prepared in accordance with the requirements of Form S-3 and
may be used for reofferings and resales of unregistered securities of common
stock of Innoveda, Inc. issued by Innoveda prior to the date of this
Registration Statement.
REOFFER PROSPECTUS

                                  72,769 SHARES

                                  COMMON STOCK

                                 INNOVEDA, INC.

         This prospectus relates to the public offering and sale by certain
selling stockholders of up to 72,769 shares of our common stock which they have
acquired prior to the filing of the registration statement of which this
prospectus is a part.

                       ----------------------------------

         INVESTING IN OUR COMMON STOCK INCLUDES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 3.

                       ----------------------------------

         This prospectus may be used by any selling stockholder or by any
broker-dealer who may participate in sales of the shares.

         The prices at which our stockholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any proceeds from the sale of the shares.

         Our common stock is listed on the Nasdaq National Market under the
symbol "INOV".

                       ----------------------------------

         THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS
HAVE NOT APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                       ----------------------------------

                 THE DATE OF THIS PROSPECTUS IS AUGUST 9, 2000.
TABLE OF CONTENTS
The Company.......................................................................................................3
Risk Factors......................................................................................................3
Special Note Regarding Forward-Looking Statements................................................................10
Use Of Proceeds..................................................................................................10
Plan Of Distribution.............................................................................................10
Selling Stockholders.............................................................................................11
Legal Matters....................................................................................................12
Where You Can Find More Information..............................................................................12
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus in connection with
the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by Innoveda,
Inc., any selling stockholder or by any other person. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that information herein is correct as of any time
subsequent to the date hereof. This Prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any security other than the securities
covered by this Prospectus, nor does it constitute an offer to or solicitation
of any person in any jurisdiction in which such offer or solicitation may not
lawfully be made.

                                       2
THE COMPANY

         Innoveda's principal executive offices are located at 293 Boston Post
Road West, Marlboro, Massachusetts, 01752, and our telephone number is (508)
480-0881.

                                  RISK FACTORS

         YOU SHOULD CONSIDER CAREFULLY THE FOLLOWING RISKS BEFORE YOU DECIDE TO
BUY OUR COMMON STOCK. THE RISKS AND UNCERTAINTIES DESCRIBED BELOW ARE NOT THE
ONLY ONES FACING OUR COMPANY. ADDITIONAL RISKS AND UNCERTAINTIES MAY ALSO
ADVERSELY IMPAIR OUR BUSINESS OPERATIONS. IF ANY OF THE FOLLOWING RISKS ACTUALLY
OCCUR, OUR BUSINESS, FINANCIAL CONDITION OR RESULTS OF OPERATIONS WOULD LIKELY
SUFFER. IN SUCH CASE, THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE, AND
YOU MAY LOSE ALL OR PART OF THE MONEY YOU PAID TO BUY OUR COMMON STOCK.

         IF INNOVEDA CANNOT SUCCESSFULLY INTEGRATE SUMMIT AND VIEWLOGIC AND/OR
INNOVEDA AND PADS, THE ANTICIPATED ADVANTAGES OF THE BUSINESS COMBINATION
BETWEEN SUMMIT AND VIEWLOGIC AND/OR INNOVEDA AND PADS MAY NOT BE REALIZED, IN
FULL, IF AT ALL.

         Innoveda was formed by the merger of Viewlogic Systems, Inc. and Summit
Design, Inc. in March 2000. Innoveda has entered into a merger agreement with
PADS Software, Inc. The merger agreement provides that a wholly owned subsidiary
of Innoveda will merge with and into PADS, with PADS surviving as a wholly owned
subsidiary of Innoveda following the merger. The integration of Summit and
Viewlogic requires the dedication of Innoveda management resources. This may
distract management's attention from the effort to integrate PADS into Innoveda
and from the management of the day-to-day business of Innoveda. Employee
uncertainty and lack of focus during integration may also disrupt the business
of Innoveda. Retention of key employees by Innoveda and the combined company of
Innoveda and PADS has been, and will remain, critical to ensure continued
advancement, development and support of the companies' technologies, and ongoing
sales and marketing efforts. During the integration phase, competitors may
intensify their efforts to recruit key employees. The inability to successfully
integrate Summit and Viewlogic and/or Innoveda and PADS and to retain key
technical, sales or marketing personnel after the Summit and Viewlogic
combination and the merger of Innoveda and PADS would adversely affect the
combined company's business.

         INNOVEDA MAY NOT SUCCESSFULLY INTEGRATE RECENT BUSINESS ACQUISITIONS
OF SUMMIT AND VIEWLOGIC.

         Each of Summit and Viewlogic has recently completed other business
acquisitions. The size and number of recent acquisitions may add to the
difficulties of integrating Summit's and Viewlogic's businesses. Products,
technologies, distribution channels, key personnel and businesses of previously
acquired companies may not effectively integrate into Innoveda's business or
product offerings. Moreover, this integration may adversely affect Innoveda's
business.

         OUR QUARTERLY RESULTS WILL LIKELY FLUCTUATE AND AFFECT THE MARKET PRICE
OF OUR COMMON STOCK.

         Various factors will cause our quarterly results to fluctuate. Our
quarterly operating results and cash flows have fluctuated in the past and have
fluctuated significantly in certain quarters. These fluctuations resulted from
several factors, including, among others:

         -  the size and timing of orders;

         -  large one-time charges incurred as a result of an acquisition or
            consolidation;

         -  seasonal factors;

         -  the rate of acceptance of new products;

         -  product, customer and channel mix;

                                       3
-  lengthy sales cycles; and

         -  level of sales and marketing staff.

         These fluctuations will likely continue in future periods because of
the above factors. Additional factors potentially causing fluctuations include,
among others:

         -  corporate acquisitions, any resulting large one-time charges and the
            integration of acquired entities;

         -  the timing of new product announcements and introductions by us and
            our competitors;

         -  the rescheduling or cancellation of customer orders;

         -  the ability to continue to develop and introduce new products and
            product enhancements on a timely basis;

         -  the level of competition;

         -  purchasing, payment and, pricing policies of competitors and
            customers;

         -  product quality issues;

         -  currency fluctuations; and

         -  general economic conditions.

         OUR REVENUE IS DIFFICULT TO FORECAST BECAUSE OF THE TIMING OF REVENUE
RECOGNITION AND UNPREDICTABLE NATURE OF CUSTOMER BEHAVIOR.

         Our revenue is difficult to forecast for several reasons. We typically
ship our products shortly after we receive orders. Consequently, product backlog
at the beginning of any quarter has in the past represented only a small portion
of that quarter's expected revenue. Correspondingly, license fee revenue in any
quarter is difficult to forecast because it is substantially dependent on orders
booked and shipped in that quarter. Moreover, we generally recognize a
substantial portion of our revenue in the last month of a quarter, frequently in
the latter part of that month. Any significant deferral of purchases of our
products could have a material adverse affect on our business, financial
condition and results of operations in any particular quarter. If significant
sales occur earlier than expected, operating results for subsequent quarters may
also be adversely affected. Quarterly license fee revenue is difficult to
forecast also, because our typical sales cycle varies substantially from
customer to customer. In addition, we make a portion of our sales through
indirect channels, and these sales can be difficult to predict.

         SHORTFALLS IN REVENUE COULD ADVERSELY IMPACT QUARTERLY OPERATING
RESULTS.

         We establish our expenditure levels for product development, sales and
marketing and other operating activities based primarily on our expectations as
to future revenue. Because a high percentage of our expenses are relatively
fixed in the near term, if revenue in any quarter falls below expectations,
expenditure levels could be disproportionately high as a percentage of revenue
and materially adversely affect our operating results.

         OUR OPERATING RESULTS WILL LIKELY FLUCTUATE, AND FLUCTUATION MAY
ADVERSELY AFFECT THE STOCK PRICE OF OUR COMMON STOCK.

         We believe that our quarterly revenue, expenses and operating results
will likely vary significantly from quarter to quarter. We also believe that
period-to-period comparisons of our operating results are not necessarily
meaningful. As a result, you should not rely on these comparisons as indications
of our future performance. In addition, we operate with high gross margins, and
a downturn in revenue has, in the past, had a significant impact on

                                       4
income from operations and net income. If our results of operations are below
investors' and market makers' expectation, it could have a material adverse
effect on the market price of our common stock.

         IF THE SYSTEM DESIGN PORTION OF THE ELECTRONIC DESIGN AUTOMATION
INDUSTRY ON WHICH WE PRIMARILY FOCUS DOES NOT GROW, OUR BUSINESS MAY SUFFER.

         We intend to focus on the system-level, printed circuit board and
electromechanical design automation markets while most major competitors focus
their resources on the application-specific integrated circuit and integrated
circuit design automation markets. We have adopted this focus because we believe
that the increased complexity of application-specific integrated circuits and
other integrated circuits, and the resulting increase in design time, will cause
electronic product manufacturers to differentiate their products at the system
level. If the system-level design portion of the electronic design automation
industry does not grow, it could have a material adverse effect on our business,
financial condition, results of operations or cash flows.

         WE FACE INTENSE COMPETITION IN THE INDUSTRY AND MUST COMPETE
SUCCESSFULLY IN VARIOUS ASPECTS OR OUR BUSINESS MAY SUFFER.

         The electronic design automation industry is highly competitive, and we
expect competition to increase as other electronic design automation companies
introduce products. In the electronic design automation market, we principally
compete with Mentor Graphics and Cadence and a number of smaller firms.
Indirectly, we also compete with other firms that offer alternative products.
These other firms could also offer more directly competitive products in the
future. Some of these companies have significantly greater financial, technical
and marketing resources and larger installed customer bases than us. Some of our
current and future competitors offer a more complete range of electronic design
automation products.

         We compete on the basis of various factors including, among others:

         -  product capabilities;

         -  product performance;

         -  price;

         -  support of industry standards;

         -  ease of use;

         -  first to market; and

         -  customer technical support and service.

         We believe that our products are competitive overall with respect to
these factors. However, in particular cases, our competitors may offer products
with functionality sought by our prospective customers and which differs from
those we offer. In addition, some competitors may achieve a marketing advantage
by establishing formal alliances with other electronic design automation
vendors. Further, the electronic design automation industry in general has
experienced significant consolidation in recent years, and the acquisition of
one of our competitors by a larger, more established electronic design
automation vendor could create a more significant competitor. We may not compete
successfully against current and future competitors. Our current and future
competitors may develop products comparable or superior to ours or more quickly
adapt new technologies, evolving industry trends or customer requirements.
Increased competition could result in price reductions, reduced margins and loss
of market share, all of which could have a material adverse effect on our
business, financial condition, results of operations or cash flows.

                                       5
OUR DEPENDENCE ON THE ELECTRONICS INDUSTRY MAKES US VULNERABLE TO
GENERAL INDUSTRY-WIDE DOWNTURNS.

         Our future operating results may reflect substantial fluctuations from
period to period as a consequence of industry patterns, general economic
conditions affecting the timing of orders from customers and other factors. The
electronics industry involves:

         -  rapid technological change;

         -  short product life cycles;

         -  fluctuations in manufacturing capacity; and

         -  pricing and margin pressures.

         Correspondingly, certain segments, including the computer,
semiconductor, semiconductor test equipment and telecommunications industries,
have experienced sudden and unexpected economic downturns. During these periods,
capital spending often falls, and the number of design projects often decreases.
Because our sales depend upon capital spending trends and new design projects,
negative factors affecting the electronics industry could have a material
adverse effect on our business, financial condition, results of operations, or
cash flows. A number of electronics companies, including our customers, have
experienced a slowdown in their businesses in the past.

         WE DEPEND ON THIRD PARTIES FOR PRODUCT INTEROPERABILITY, AND THAT MAKES
US VULNERABLE IF THESE THIRD PARTIES' REFUSE TO COOPERATE WITH US ON
ECONOMICALLY FEASIBLE TERMS.

         Because our products must interoperate, or be compatible, with
electronic design automation products of other companies, we must have timely
access to third party software to perform development and testing of products.
Although we have established relationships with a variety of electronic design
automation vendors to gain early access to new product information, any of these
parties may terminate these relationships with limited notice. In addition,
these relationships are with companies that are our current or potential future
competitors, including Mentor Graphics and Cadence. If any of these
relationships terminate and we are unable to obtain, in a timely manner,
information regarding modifications of third party products, we would not have
the ability to modify our software products to interoperate with these third
party products. As a result, we could experience a significant increase in
development costs, the development process would take longer, product
introductions would be delayed, and our business, financial condition, results
of operations or cash flows could be materially adversely affected.

         IF WE CANNOT DEVELOP NEW PRODUCTS TO KEEP PACE WITH TECHNOLOGICAL
CHANGE AND EVOLVING INDUSTRY STANDARDS, OUR BUSINESS WILL SUFFER.

         If we cannot, for technological or other reasons, develop and introduce
products in a timely manner in response to changing market conditions, industry
standards or other customer requirements, particularly if we have pre-announced
the product releases, our business, financial condition, results of operations
or cash flows will be materially adversely affected. The electronic design
automation industry is characterized by extremely rapid technological change,
frequent new product introductions and evolving industry standards. The
introduction of products with new technologies and the emergence of new industry
standards can render existing products obsolete and unmarketable. In addition,
customers in the electronic design automation industry require software products
that allow them to reduce time to market, differentiate their products, improve
their engineering productivity and reduce their design errors. Our future
success will depend upon our ability to enhance our current products, develop
and introduce new products that keep pace with technological developments and
emerging industry standards and address the increasingly sophisticated needs of
our customers. We may not succeed in developing and marketing product
enhancements or new products that respond to technological change or emerging
industry standards. We may experience difficulties that could delay or prevent
the successful development, introduction and marketing of these products. Our
products may not adequately meet the requirements of the marketplace and achieve
market acceptance.

                                       6
OUR SOFTWARE MAY HAVE DEFECTS.

         Our software products may contain errors that may not be detected until
late in the product's life cycle. We have in the past discovered software errors
in certain of our products and have experienced delays in shipment of products
during the period required to correct these errors. Despite testing by us and by
current and prospective customers, errors may persist, resulting in loss of, or
delay in, market acceptance and sales, diversion of development resources,
injury to our reputation or increased service and warranty costs, any of which
could have a material adverse effect on our business, financial condition,
results of operations or cash flows.

         WE DEPEND ON OUR DISTRIBUTORS TO SELL OUR PRODUCTS, ESPECIALLY
INTERNATIONALLY, BUT THESE DISTRIBUTORS MAY NOT DEVOTE SUFFICIENT EFFORTS TO
SELLING OUR PRODUCTS OR THEY MAY TERMINATE THEIR RELATIONSHIPS WITH US.

         DISTRIBUTORS' CONTINUED VIABILITY. If any of our distributors fails,
our business may suffer. We rely on distributors for licensing and support of
our products particularly in Japan and other parts of Asia. We depend on the
relationships with our distributors to maintain or increase sales. Since our
products are used by skilled design engineers, distributors must possess
sufficient technical, marketing and sales resources and must devote these
resources to a lengthy sales cycle, customer training and product service and
support. Only a limited number of distributors possess these resources.
Accordingly, we depend on the continued viability and financial stability of
these distributors.

         DISTRIBUTORS' EFFORTS IN SELLING OUR PRODUCTS. Our distributors may
offer products of several different companies, including our competitors. Our
current distributors may not continue to market or service and support our
products effectively. Any distributor may discontinue to sell our products or
devote its resources to products of other companies. The loss of, or a
significant reduction in, revenue from our distributors could have a material
adverse effect on our business, financial condition, results of operations or
cash flows.

         JAPAN. Innoveda has exclusive distribution agreements with two
distributors in Japan, which collectively cover all of Innoveda's products in
Japan. If either of these distributors terminates its relationship with
Innoveda, it could have a material adverse effect on Innoveda's business,
financial condition, results of operations or cash flows.

         WE FACE THE RISKS ASSOCIATED WITH INTERNATIONAL SALES AND OPERATIONS,
INCLUDING OUR BUSINESS ACTIVITIES IN ISRAEL, EUROPE AND ASIA.

         International revenue and expenses represent a significant portion of
our total revenue and expenses and we expect this trend to continue.
International sales and operations involve numerous risks, including, among
others:

         -  fluctuations in the value of the dollar relative to foreign
            currencies can make our products and services more expensive in
            foreign markets or increase our expenses;

         -  tariff regulations and other trade barriers;

         -  requirements for licenses, particularly with respect to the export
            of certain technologies;

         -  collectability of accounts receivable;

         -  changes in regulatory requirements; and

         -  difficulties in staffing and managing foreign operations and
            extended payment terms.

         These factors may have a material adverse effect on our future
international sales and operations and, consequently, on our business, financial
condition, results of operations or cash flows. In addition, financial markets
and economies in Asia have been experiencing adverse conditions and these
adverse economic conditions may worsen. Demand for and sales of our products in
this region may decrease.

                                       7
In order to successfully expand international sales, we may need to
establish additional foreign operations, hire additional personnel and recruit
additional international distributors. This will require significant management
attention and financial resources and could adversely affect our operating
margins. In addition, to the extent that we cannot effect these additions in a
timely manner, we can only generate limited growth in international sales, if
any. We may not maintain or increase international sales of our products, and
failure to do so could have a material adverse effect on our business, financial
condition, results of operations or cash flows.

         WE MUST MANAGE GROWTH AND ACQUISITIONS EFFECTIVELY, OR OUR FINANCIAL
CONDITION OR RESULTS OF OPERATIONS MAY SUFFER.

         Our ability to achieve significant growth will require us to implement
and continually expand our operational and financial systems, recruit additional
employees and train and manage current and future employees. We expect any
growth to place a significant strain on our operational resources and systems.
Failure to effectively manage any growth would have a material adverse effect on
our business, financial condition, results of operations or cash flows.

         We regularly evaluate acquisition opportunities. Our future
acquisitions could result in potentially dilutive issuances of equity
securities, the incurrence of debt and contingent liabilities and amortization
expenses related to goodwill and other intangible assets, and large one-time
charges which could materially adversely affect our results of operations.
Product and technology acquisitions entail numerous risks, including
difficulties in the assimilation of acquired operations, technologies and
products, diversion of management's attention to other business concern, risks
of entering markets in which we have no or limited prior experience and
potential loss of key employees of acquired companies. We may not integrate
successfully the operations, personnel or products that have been acquired or
that might be acquired in the future, and the failure to do so could have a
material adverse affect on our results of operations.

         WE FACE THE RISKS ASSOCIATED WITH OPERATIONS IN ISRAEL, INCLUDING
POLITICAL AND COORDINATION RISKS.

         POLITICAL RISKS AND GOVERNMENTAL REGULATIONS. Our research and
development operations related to Visual HDL and Visual SLD products are located
in Israel. Economic, political and military conditions may affect our operations
in that country. Hostilities involving Israel, for example, could materially
adversely affect our business, financial condition and results of operations.
Restrictions on our ability to manufacture or transfer outside of Israel any
technology developed under research and development grants from the government
of Israel further heightens the impact.

         COORDINATION RISKS. In addition, coordination with and management of
the Israeli operations requires us to address differences in culture,
regulations and time zones. Failure to successfully address these differences
could disrupt our operations.

         WE DEPEND ON OUR KEY PERSONNEL, AND FAILURE TO HIRE OR RETAIN QUALIFIED
PERSONNEL COULD CAUSE OUR BUSINESS TO SUFFER.

         Our future success will depend in large part on our key technical,
sales, marketing and management personnel and our ability to continue to attract
and retain highly-skilled technical, sales, marketing and management personnel.
Our business could be seriously harmed if we lost the services of our President
and Chief Executive Officer, William J. Herman, or if we fail to attract and
retain other key personnel.

         Competition for personnel in the software industry in general,
including the electronic design automation industry, is intense. Over the past
year, our employee turnover rate has increased significantly. We have in the
past experienced difficulty in recruiting qualified personnel. We may fail to
retain our key personnel or attract and retain other qualified technical, sales,
marketing and management personnel in the future. The loss of any key employees
or the inability to attract and retain additional qualified personnel may have a
material adverse effect on our business, financial condition, results of
operations or cash flows. Additions of new personnel and departures of existing
personnel, particularly in key positions, can be disruptive and can result in
departures of additional

                                       8
personnel, which could have a material adverse effect on our business,
financial condition, results of operations or cash flows.

         IF WE FAIL TO EXPAND AND TRAIN OUR SALES AND MARKETING ORGANIZATIONS,
OUR BUSINESS MAY SUFFER.

         Our success will depend on our ability to build and expand our sales
and marketing organizations. Our future success will depend in part on our
ability to hire, train and retain qualified sales and marketing personnel and
the ability of these new persons to rapidly and effectively transition into
their new positions. Competition for qualified sales and marketing personnel is
intense, and we may not be able to hire, train and retain the number of sales
and marketing personnel needed, which would have a material adverse effect on
our business, financial condition, results of operations or cash flows.

         WE MUST CONTINUE TO ADD VALUE TO OUR CURRENT PRODUCTS TO SERVE OUR
INSTALLED CUSTOMER BASE OR OUR REVENUE DERIVED FROM MAINTENANCE AGREEMENTS WILL
DECREASE.

         A substantial portion of our revenue is derived from maintenance
agreements for existing products. In order to maintain that revenue, we must
continue to offer those customers updates for those products or convert those
customers to new products. We may not be able to do so. During 1999 several
major customers did not renew their maintenance contracts due to the fact they
were using Viewlogic's products in applications related to integrated circuit
design, which is no longer fully supported by Innoveda, and to a lesser extent a
number of customers migrated their products from the version based on the Unix
operating system to the version based on the Windows/ NT operating system, which
have lower maintenance prices. We can give no assurances that this trend will
not continue.

         WE HAVE SUBSTANTIAL SECURED DEBT, WHICH MAY SUBSTANTIALLY RESTRICT OUR
ABILITY TO REACT TO THE RAPIDLY CHANGING ENVIRONMENT OF THE ELECTRONIC DESIGN
AUTOMATION INDUSTRY, AND WHICH WE MAY NOT BE ABLE TO REPLACE.

         As of July 1, 2000 we had cash and cash equivalents of $21.7 million
and had borrowings of approximately $10.0 million under our credit facility.
Borrowings under the credit facility are secured by substantially all of our
assets. The credit facility contains limitations on additional indebtedness
and capital expenditures, and includes financial covenants, which include but
are not limited to the maintenance of minimum levels of profits, interest and
debt service coverage ratios and maximum leverage ratios. Collectively, these
limitations and covenants may substantially restrict the flexibility of our
management in quickly adjusting our financial and operational strategies to
react to changing economic and business conditions and may compromise our
ability to react to the rapidly evolving environment of the electronic design
automation industry. To avoid default under this credit facility, we must
remain in compliance with these limitations and covenants and make all
required repayments or we must obtain replacement financing. We may not be
able to secure replacement financing on terms acceptable to us or to our
stockholders, or at all. In the event of a default by us, our lender may
enforce its security interest and take possession of substantially all or
some of our assets.

         OUR STOCK PRICE HAS BEEN VOLATILE, WHICH COULD RESULT IN SUBSTANTIAL
LOSSES FOR INVESTORS PURCHASING SHARES IN THIS OFFERING.

         The trading price of our common stock is likely to be volatile. The
stock market in general, and the market for technology companies in particular,
has experienced extreme volatility. This volatility has often been unrelated to
the operating performance of particular companies. Prices for our common stock
will be determined in the marketplace and may be influenced by many factors,
including variations in our financial results, changes in earnings estimates by
industry research analysts, investors' perceptions of us and general economic,
industry and market conditions.

                                       9
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

         This prospectus includes forward-looking statements that are subject to
a number of risks and uncertainties. All statements, other than statements of
historical facts included in this prospectus, regarding our strategy, future
operations, financial position, estimated revenues, projected costs, prospects,
plans and objectives of management are forward-looking statements. When used in
this prospectus, the words "plans", "will", "believe", "anticipate", "intend",
"estimate", "except", "project" and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain
these identifying words. We cannot guarantee future results, levels of activity,
performance or achievements and you should not place undue reliance on our
forward-looking statements. Our forward-looking statements do not reflect the
potential impact of any future acquisitions, mergers, dispositions, joint
ventures or strategic alliances. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of various
factors, including the risks described in "Risk Factors" and elsewhere in this
prospectus and in the documents incorporated by reference in this prospectus. We
do not assume any obligation to update any of the forward-looking statements we
make.

                                 USE OF PROCEEDS

         We will not receive any proceeds from the sale of the shares of common
stock offered hereby.

                              PLAN OF DISTRIBUTION

         We are registering 72,769 shares on behalf of certain selling
stockholders. All of the shares were originally issued by us pursuant to
employee retention arrangements. The selling stockholders named in the table
below or pledgees, donees, transferees or other successors-in-interest selling
shares received from a named selling stockholder as a gift, partnership
distribution or other non-sale-related transfer after the date of this
prospectus (collectively, the "Selling Stockholders") may sell the shares from
time to time. The Selling Stockholders will act independently of Innoveda in
making decisions with respect to the timing, manner and size of each sale. The
sales may be made on one or more exchanges or in the over-the-counter market or
otherwise, at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. The Selling
Stockholders may effect such transactions by selling the shares to or through
broker-dealers or directly to purchasers (in the event of a private sale). The
shares may be sold by one or more of, or a combination of, the following:

         -  a block trade in which the broker-dealer so engaged will attempt to
            sell the shares as agent but may position and resell a portion of
            the block as principal to facilitate the transaction,

         -  purchases by a broker-dealer as principal and resale by such
            broker-dealer for its account pursuant to this prospectus,

         -  an over-the-counter distribution in accordance with the rules of the
            Nasdaq National Market,

         -  ordinary brokerage transactions and transactions in which the broker
            solicits purchasers, and

         -  in privately negotiated transactions.

         To the extent required, this prospectus may be amended or supplemented
from time to time to describe a specific plan of distribution. In effecting
sales, broker-dealers engaged by the Selling Stockholders may arrange for other
broker-dealers to participate in the resales.

         The Selling Stockholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise. In
such transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with Selling Stockholders. The
Selling Stockholders may also sell shares short and redeliver the shares to
close out such short positions. The Selling Stockholders may enter into option
or other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. The Selling

                                       10
Stockholders also may loan or pledge the shares to a broker-dealer. The
broker-dealer may sell the shares so loaned, or upon a default the
broker-dealer may sell the pledged shares pursuant to this prospectus.

         Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Stockholders. Broker-dealers
or agents may also receive compensation from the purchasers of the shares for
whom they act as agents or to whom they sell as principals, or both. Usual and
customary brokerage fees will be paid by the Selling Stockholders. Broker-
dealers or agents and any other participating broker-dealers or the Selling
Stockholders may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act in connection with sales of the shares. Accordingly,
any such commission, discount or concession received by them and any profit on
the resale of the shares purchased by them may be deemed to be underwriting
discounts or commissions under the Securities Act. Because Selling Stockholders
may be deemed to be "underwriters" within the meaning of Section 2(11) of the
Securities Act, the Selling Stockholders will be subject to the prospectus
delivery requirements of the Securities Act. In addition, any securities covered
by this prospectus which qualify for sale pursuant to Rule 144 promulgated under
the Securities Act may be sold under Rule 144 rather than pursuant to this
prospectus. The Selling Stockholders have advised Innoveda that they have not
entered into agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of their securities. There is no underwriter
or coordinating broker acting in connection with the proposed sale of shares by
the Selling Stockholders.

         The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.

         Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the shares may not simultaneously engage
in market making activities with respect to our common stock for a specified
period prior to the commencement of such distribution. In addition, each Selling
Stockholder will be subject to applicable provisions of the Exchange Act and the
associated rules and regulations under the Exchange Act, including Regulation M,
which provisions may limit the timing of purchases and sales of shares of our
common stock by the Selling Stockholders. We will make copies of this Prospectus
available to the Selling Stockholders and we have informed the Selling
Stockholders of the need for delivery of copies of this prospectus to purchasers
at or prior to the time of any sale of the shares.

         We will bear all costs, expenses and fees in connection with the
registration of the shares. The Selling Stockholders will bear all commissions
and discounts, if any, attributable to the sales of the shares. The Selling
Stockholders may agree to indemnify any broker-dealer or agent that participates
in transactions involving sales of the shares against certain liabilities,
including liabilities arising under the Securities Act.

                              SELLING STOCKHOLDERS

         The following table sets forth, to our knowledge, the number of shares
owned by each of the Selling Stockholders. Each of the Selling Stockholders is
an employee and received shares of our common stock under employee retention
arrangements. No estimate can be given as to the amount of shares that will be
held by the Selling Stockholders after completion of this offering because the
Selling Stockholders may offer all or some of the shares and because there
currently are no agreements, arrangements or understandings with respect to the
sale of any of the shares. The shares offered by this prospectus may be offered
from time to time by the Selling Stockholders named below.
NUMBER OF SHARES
NAME OF                                                          NUMBER OF SHARES      OFFERED FOR SALE UNDER
SELLING STOCKHOLDER                                         BENEFICIALLY OWNED(1)          THIS PROSPECTUS(2)
-------------------                                       ------------------------     -----------------------
Cecil D. Stone                                                              1,273                       1,273
Daniel J. Nicols/Rita C. Nicols/John Nicols                                 2,088                       2,088
David Jensen and Sandra Jensen                                              4,556                       3,169
Dennis Frederick Nye                                                       11,038                      11,038

                                       11
NUMBER OF SHARES
NAME OF                                                          NUMBER OF SHARES      OFFERED FOR SALE UNDER
SELLING STOCKHOLDER                                         BENEFICIALLY OWNED(1)          THIS PROSPECTUS(2)
-------------------                                       ------------------------     -----------------------
Edward J. Murphy and Jennifer S. Murphy                                     7,003                       3,608
Frederick J. Jones, Jr.                                                     6,510                       4,245
Gregory Allan Brown and Mary Susanne Brown                                  1,698                       1,698
Iestyn Guest                                                                1,202                       1,202
James A. Schroeder                                                          1,273                       1,273
James H. Vellenga                                                           3,396                       3,396
Jared Gaillard                                                              3,254                       2,122
Jean-Patrick Lucien and Bernadette Henry-Lucien                             1,485                       1,485
Jeffrey L. and Kathryn R. Langner                                           5,689                       5,660
Joan Audrey Lee                                                             1,379                       1,379
Jodi Cummings and Donald Cummings                                           3,820                       2,405
Lewis Shelton                                                               3,008                       1,485
Mark B. Waldman                                                             4,883                       3,608
Matthew G. Wallis and Michelle M. Wang                                      3,820                       2,122
Michael S. Knop and Lea N. Knop                                             1,909                       1,591
Neil R. Vanek                                                               1,273                       1,273
Rajesh Goyal                                                                2,278                       1,584
Randall & Joan Lawson                                                       2,475                       2,475
Richard Friedman                                                            1,485                       1,485
Richard P. Manz                                                             1,287                       1,287
Robert J. Beck                                                              1,301                         849
Roland L. Mattison                                                         10,122                       4,598
Sharon Shimoon                                                              1,188                       1,188
Thomas Miceli and Paula Miceli                                              3,183                       3,183

TOTALS                                                                     93,876                      72,769
(1)      The number of shares beneficially owned is determined under rules
         promulgated by the SEC, and the information is not necessarily
         indicative of beneficial ownership for any other purpose. Under such
         rules, beneficial ownership includes any shares as to which the
         individual has sole or shared voting power or investment power and also
         any shares which the individual has the right to acquire within 60 days
         after the date of this prospectus through the exercise of any stock
         option or other right. The inclusion in this table of such shares,
         however, does not constitute an admission that the Selling Stockholder
         is a direct or indirect beneficial owner of such shares. The Selling
         Stockholder has sole voting power and investment power with respect to
         all shares of capital stock listed as owned by the Selling Stockholder.

(2)      This registration statement also shall cover any additional shares of
         common stock which become issuable in connection with the shares
         registered for sale hereby by reason of any stock dividend, stock
         split, recapitalization or other similar transaction effected without
         the receipt of consideration which results in an increase in the number
         of Innoveda's outstanding shares of common stock.

                                  LEGAL MATTERS

         The validity of the common stock being offered will be passed upon for
us by Hale and Dorr LLP, Boston, Massachusetts. An investment partnership
comprised of partners and senior executives of Hale and Dorr LLP owns 13,585
shares of our common stock.

                       WHERE YOU CAN FIND MORE INFORMATION

         We file annual, quarterly and special reports, proxy statements and
other information with the Securities and Exchange Commission. You may read and
copy any document we file at the SEC's public reference rooms in Washington,
D.C., New York, New York and Chicago, Illinois. Please call the SEC at
1-800-SEC-0330 for further

                                       12
information on the public reference rooms. Our SEC filings are also available
to the public from the SEC's Website at "http://www.sec.gov."

         The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and the information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC after the date we first filed the registration statement
of which this prospectus is a part under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934:

         1.       Our Quarterly Report on Form 10-Q for the fiscal quarter ended
                  April 1, 2000, as filed with the SEC on May 16, 2000;

         2.       Our Current Report on Form 8-K dated March 23, 2000, as filed
                  with the SEC on April 7, 2000 and as amended by Amendment No.
                  1 to our Current Report on Form 8-K/A filed with the SEC on
                  May 15, 2000;

         3.       Our Current Report on Form 8-K dated March 3, 2000, as filed
                  with the SEC on March 9, 2000;

         4.       Our Annual Report on Form 10-K for the fiscal year ended
                  December 31, 1999 as filed with the SEC on March 2, 2000 and
                  as amended by Amendment No. 1 to our Annual Report on Form
                  10-K/A filed with the SEC on May 1, 2000;

         5.       Our Current Report on Form 8-K dated June 2, 2000, as filed
                  with the SEC on June 19, 2000;

         6.       Our Current Report on Form 8-K dated June 23, 2000, as filed
                  with the SEC on June 30, 2000; and

         7.       The description of our common stock contained in our
                  Registration Statement on Form 8-A, as filed with the SEC on
                  October 9, 1996.

                                       13
INNOVEDA, INC.

                                  COMMON STOCK
                               ------------------

                                   PROSPECTUS
                               ------------------

                                 AUGUST 9, 2000
PART II.
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:

              (1) The Registrant's latest annual report filed pursuant to
Section 13(a) or 15(d) of the Exchange Act, or the latest prospectus filed
pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the
"Securities Act"), that contained audited information financial statements for
the Registrant's latest fiscal year for which such statements have been filed.

              (2) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the document
referred to in (1) above.

              (3) The description of the common stock of the Registrant, $0.01
par value per share (the "Common Stock"), contained in the Registration
Statement on Form 8-A filed by the Registrant with the Commission on October 9,
1996.

         All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.           DESCRIPTION OF SECURITIES.

         Not applicable.

Item 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The validity of the shares of Common Stock being offered hereby will be
passed upon for us by Hale and Dorr LLP, Boston, Massachusetts. An investment
partnership comprised of partners and senior executives of Hale and Dorr LLP
owns 13,585 shares of the Registrant's common stock.

Item 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Amended and Restated Certificate of Incorporation, as
amended, 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 General Corporation Law of the
State of Delaware, or (iv) for any transaction from which the director derived
an improper personal benefit.

                                      II-1
The Registrant's Amended and Restated Bylaws provide that it shall
indemnify its directors and officers and may indemnify its employees and agents
to the fullest extent permitted by law. The Registrant believes that
indemnification under its Amended and Restated Bylaws covers at least negligence
and gross negligence on the part of indemnified parties.

         The Registrant has entered into agreements to indemnify certain of its
directors and officers in addition to the indemnification provided for in its
Amended and Restated Bylaws. These agreements, among other things, indemnify
those 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 Registrant,
arising out of such person's services as a director or officer of us, any
subsidiary of us or any other company or enterprise to which the person provides
services at the Registrant's request.

Item 7.           EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

Item 8.           EXHIBITS.

         The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.

Item 9.           UNDERTAKINGS.

            1 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;

                  (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 (i) and (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 with or
            furnished to the Commission by the Registrant pursuant to Section 13
            or 15(d) of the Exchange Act that are incorporated by reference in
            the Registration Statement.

              (2) That, for the purpose of determining any liability under the
            Securities Act, 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.

            2    That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities

                                      II-2
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.

            3    Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 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-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 9th
day of August, 2000.

                                            INNOVEDA, INC.

                                            By: /s/ Kevin P. O'Brien
                                               ----------------------------
                                               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, 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           August 9, 2000
---------------------------------        Director (Principal Executive Officer)
William J. Herman

/s/ Kevin P. O'Brien                     Vice President, Finance, Chief Financial         August 9,  2000
---------------------------------        Officer and Treasurer (Principal Financial
Kevin P. O'Brien                         Officer and Principal Accounting
                                         Officer)

/s/ William V. Botts                          Director                                    August 9, 2000
---------------------------------
William V. Botts

/s/ Lorne Cooper                              Director                                    August 9, 2000
---------------------------------
Lorne Cooper

/s/ Steven P. Erwin                           Director                                    August 9, 2000
---------------------------------
Steven P. Erwin

/s/ Keith B. Geeslin                          Director                                    August 9, 2000
---------------------------------
Keith B. Geeslin
II-4
EXHIBIT INDEX

Exhibit         DESCRIPTION
NUMBER          -----------
------
3.1 (1)         Restated Certificate of Incorporation of the Registrant, as
                amended.

3.2 (2)         Amended and Restated Bylaws of the Registrant.

4.1 (3)         Specimen certificate for shares of the Registrant's common
                stock.

5.1             Opinion of Hale and Dorr LLP.

23.1 (4)        Consent of Hale and Dorr LLP.

23.2            Consent of Deloitte & Touche LLP.

23.3            Consent of PricewaterhouseCoopers LLP.

24.1 (5)        Power of Attorney.

-------------

(1)     Incorporated herein by reference to both the Registrant's Registration
        Statement on Form S-1, as amended (File No. 333-06445), and the
        Registrant's Current Report on Form 8-K dated March 23, 2000, as
        amended.

(2)     Incorporated herein by reference to the Registrant's Quarterly Report on
        Form 10-Q for the quarter ended June 30, 1997.

(3)     Incorporated herein by reference to the Registrant's Current Report on
        Form 8-K dated March 23, 2000, as amended.

(4)     Included in Exhibit 5.1 to this Registration Statement.

(5)     Contained on the signature page to this Registration Statement.

                                      II-5