0001104659-05-045788.txt : 20050927 0001104659-05-045788.hdr.sgml : 20050927 20050927060430 ACCESSION NUMBER: 0001104659-05-045788 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050927 DATE AS OF CHANGE: 20050927 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HPL TECHNOLOGIES INC CENTRAL INDEX KEY: 0001121980 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770237509 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-77991 FILM NUMBER: 051103981 BUSINESS ADDRESS: STREET 1: 2033 GATEWAY PLACE STREET 2: SUITE 400 CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: 4084371466 MAIL ADDRESS: STREET 1: 2033 GATEWAY PLACE STREET 2: SUITE 400 CITY: SAN JOSE STATE: CA ZIP: 95110 FORMER COMPANY: FORMER CONFORMED NAME: HEURISTIC PHYSICS LABORATORIES INC DATE OF NAME CHANGE: 20000815 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SYNOPSYS INC CENTRAL INDEX KEY: 0000883241 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 561546236 STATE OF INCORPORATION: DE FISCAL YEAR END: 1028 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 700 E MIDDLEFIELD RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-4033 BUSINESS PHONE: 6509625000 MAIL ADDRESS: STREET 1: 700 E MIDDLEFIELD RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-4033 SC 13D/A 1 a05-16836_1sc13da.htm SC 13D/A

	UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

HPL TECHNOLOGIES, INC.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

40426C105

(CUSIP Number)

Rex S. Jackson

Senior Vice President and General Counsel

Synopsys, Inc.

700 East Middlefield Road

Mountain View, CA 94043

(650) 584-5000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

September 26, 2005

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 40426C105

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Synopsys, Inc., I.R.S. Identification No. 56-1546236

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization State of Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 6,239,128 shares of common stock

			8.	Shared Voting Power None

			9.	Sole Dispositive Power 6,239,128 shares of common stock

			10.	Shared Dispositive Power None

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 6,239,128 shares of common stock

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 15.1% of common stock (1)

	14.	Type of Reporting Person (See Instructions) CO

(1) Based on a Quarterly Report on Form 10-Q filed by HPL with the Commission on August 15, 2005.

Amendment No. 1 to Statement on Schedule 13D
This Amendment No. 1 (the “*Amendment”) amends and supplements the Statement on Schedule 13D originally filed on July 2, 2004, by Synopsys, Inc., a Delaware corporation (“Synopsys*”).
Item 1.	Security and Issuer
The class of equity securities to which this statement relates is common stock, par value $0.001 of HPL Technologies, Inc., a Delaware corporation (“*HPL*”). The principal executive offices of HPL are located at 2033 Gateway Place, Suite 400, San Jose, California 95110.
Item 2.	Identity and Background
(a) The name of the corporation filing this statement is Synopsys, Inc., a Delaware corporation.
(b) The address of Synopsys’ principal office is 700 East Middlefield Road, Mountain View, CA 94043.
(c) Synopsys provides electronic design automation software that enables its customers to design complex integrated circuits and systems-on-chips in the global semiconductor and electronics industries.
(d) Neither Synopsys nor, to Synopsys’ knowledge, any person named on Schedule A attached hereto during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither Synopsys nor, to Synopsys’ knowledge, any person named on Schedule A attached hereto during the last five years, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) To Synopsys’ knowledge, each of the individuals identified on Schedule A attached hereto is a citizen of the United States except for Dr. Aart de Geus who is a citizen of the Netherlands and Dr. Raul Camposano who is a citizen of Germany.
Set forth on Schedule A is the name, and principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Synopsys as of the date hereof.
Item 3.	Source and Amount of Funds or Other Consideration
Synopsys purchased the 6,239,128 shares of HPL common stock to which this report relates (the “*Purchased Shares*”) from a third party for an aggregate purchase price of $2,869,998.88. The source of the funds for the Purchased Shares was Synopsys’ working capital.
Item 4.	Purpose of Transaction
On September 26, 2005, Synopsys delivered a letter to HPL expressing its interest in engaging in negotiations with HPL regarding a possible acquisition of HPL by Synopsys. A copy of this letter is filed as an exhibit to this Amendment. The letter specified that Synopsys was interested in engaging in negotiations with HPL regarding a possible transaction on the following key terms:
• Synopsys would acquire, by means of a merger of a wholly-owned subsidiary of Synopsys into HPL, all of the outstanding capital stock of HPL at a price of approximately $0.30 per share, payable in cash, with no assumption of HPL stock options;

• HPL would enter into a definitive merger agreement with Synopsys providing for the merger, which would include representations, warranties, covenants (including “no shop” covenants), closing conditions and termination rights to be negotiated by the parties; and
• Directors, officers and certain other stockholders of HPL would agree to vote their HPL shares in favor of the merger and otherwise support the merger.
The letter specified that before Synopsys would proceed with such negotiations, HPL must execute and deliver a 7-day exclusivity (“no shop”) agreement on or before September 26, 2005. HPL delivered such an exclusivity agreement on September 26, 2005, a copy of which is filed as an exhibit to this Amendment.
The letter further specified that Synopsys’ execution of a merger agreement with HPL would be subject to, among other conditions: (a) satisfactory completion by Synopsys of its “due diligence” investigation relating to, among other matters, HPL’s capitalization, assets, liabilities, customers, contracts, employees, intellectual property and products, and all pending and threatened litigation and possible claims affecting HPL; and (b) approval of the merger agreement and all related agreements and transactions by HPL and Synopsys.
The letter also specified that it was an expression of interest only and did not set forth all of the matters upon which agreement must be reached in order for the merger agreement to be executed or the possible transaction to be consummated. The respective rights and obligations of Synopsys and HPL remain to be defined in a merger agreement and related documents (the terms and provisions of which will be subject to approval by HPL and Synopsys). Synopsys does not intend to be legally bound or otherwise to incur any obligations with respect to the proposed transactions until such time (if ever) as a merger agreement is executed and delivered. Accordingly, the letter stated that it did not constitute a legally binding document and did not create any legal obligations on the part of, or any rights in favor of, HPL, its stockholders or any other party.
Notwithstanding the foregoing, Synopsys may determine to change its investment intent with respect to HPL at any time in the future. Synopsys reserves the right to acquire additional shares of HPL common stock, to dispose of all or a portion of the Purchased Shares, or to change its intention with respect to any or all of the matters referred to in this Item.
Item 5.	Interest in Securities of the Issuer
(a) Synopsys beneficially owns 6,239,128 shares of HPL common stock. This number of shares represents approximately 15.1% of the issued and outstanding shares of HPL common stock (as reported by HPL in a Form 10-Q filed on August 15, 2005). To Synopsys’ knowledge, no shares of HPL common stock are beneficially owned by any of the persons identified in Schedule A to this Schedule 13D.
(b) Synopsys possesses the sole power to vote and to direct the vote, and sole power to dispose or to direct the disposition, of the Purchased Shares.
(c) Synopsys has not, and to Synopsys’ knowledge none of the executive officers and directors of Synopsys has, engaged in any transaction in HPL common stock during the past 60 days.
(d) To Synopsys’ knowledge, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Purchased Shares.
(e) Not applicable.

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Concurrently with its purchase of the Purchased Shares from a third party, Synopsys entered into a Rights Agreement with HPL. Pursuant to this agreement, HPL granted Synopsys registration and board observer rights.
Item 7.	Material to Be Filed as Exhibits

Exhibit No.		Description
99.1		Letter, dated September 26, 2005, from Synopsys to HPL.
99.2		Letter agreement, dated September 26, 2005, between HPL and Synopsys.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	September 27, 2005
	Date

	SYNOPSYS, INC.

	/s/ Rex S. Jackson
	Signature
	Rex S. Jackson, Senior Vice President and General Counsel
	Name/Title

Schedule A

Directors and Executive Officers of Synopsys, Inc.

The following table sets forth the name, business address and present principal occupation or employment of each director and executive officer of Synopsys, Inc. Except as indicated below, the business address of each person is c/o Synopsys, Inc., 700 East Middlefield Road, Mountain View, CA 94043.

BOARD OF DIRECTORS

Dr. Aart de Geus Chairman and CEO, Synopsys, Inc.		Dr. A. Richard Newton Professor of Electrical Engineering and Computer Sciences, University of California at Berkeley Berkeley, California 94720

Dr. Chi-Foon Chan President and Chief Operating Officer Synopsys, Inc.		Dr. Sasson Somekh President, Novellus Systems, Inc. 4000 N. First Street San Jose, California 95134

Bruce R. Chizen President, Adobe Systems Incorporated 345 Park Avenue San Jose, California 95110		Roy Vallee Chairman and CEO, Avnet, Inc. 2211 S. 47 ^thStreet Phoenix, Arizona 85034

Deborah A. Coleman General Partner, SmartForest Ventures 209 SW Oak Street, First Floor Portland, Oregon 97204		Steven C. Walske Chief Business Strategist, Parametric Technology Corporation 140 Kendrick Street Needham, Massachusetts 02494

EXECUTIVE OFFICERS

Name		Title
Dr. Aart de Geus		Chairman and Chief Executive Officer
Dr. Chi-Foon Chan		President and Chief Operating Officer
Vicki L. Andrews		Senior Vice President, Worldwide Sales
Dr. Raul Camposano		Senior Vice President, Chief Technology Officer and General Manager, Silicon Engineering Group
John Chilton		Senior Vice President and General Manager, Solutions Group
Janet S. Collinson		Senior Vice President, Human Resources and Facilities
Dr. Antun Domic		Senior Vice President and General Manager, Implementation Group
Manoj Gandhi		Senior Vice President and General Manager, Verification Group
Jay N. Greenberg		Senior Vice President, Marketing
Deirdre Hanford		Senior Vice President, Worldwide Application Services
Rex S. Jackson		Senior Vice President, General Counsel and Corporate Secretary, Acting Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Letter, dated September 26, 2005, from Synopsys to HPL.
99.2		Letter agreement, dated September 26, 2005, between HPL and Synopsys.

EX-99.1 2 a05-16836_1ex99d1.htm EX-99.1

Exhibit 99.1

September 26, 2005

HPL Technologies, Inc.

2033 Gateway Place, Suite 400

San Jose, CA 95110

Attention: Cary Vandenberg

Dear Cary:

HPL Technologies, Inc. (“HPL”) has advised Synopsys, Inc. (“Synopsys”) that HPL wishes to engage in discussions with Synopsys regarding a possible acquisition by Synopsys of HPL (a “Possible Transaction”).

Synopsys is interested in engaging in negotiations with HPL regarding a Possible Transaction on the following key terms:

• Synopsys would acquire, by means of a merger of a wholly-owned subsidiary of Synopsys into HPL (the “Merger”), all of the outstanding capital stock of HPL at a price of approximately $0.30 per share, payable in cash, with no assumption of HPL stock options;

• HPL would enter into a definitive merger agreement with Synopsys (the “Merger Agreement”) providing for the Merger;

• Directors, officers and certain other stockholders of HPL would agree (contemporaneously with the execution of the Merger Agreement) to vote their HPL shares in favor of the Merger and otherwise support the Merger; and

• The Merger Agreement would include representations, warranties, covenants (including “no-shop” covenants), closing conditions and termination rights to be negotiated by HPL and Synopsys.

Before proceeding with such negotiations, Synopsys requires that HPL execute and deliver a 7-day exclusivity (“no-shop”) agreement on or before September 26, 2005.

Synopsys’ execution of the Merger Agreement would be subject to, among other conditions: (a) satisfactory completion by Synopsys of its “due diligence” investigation relating to, among other matters, HPL’s capitalization, assets, liabilities, customers, contracts, employees, intellectual property and products, and all pending and threatened litigation and possible claims affecting HPL; and (b) approval of the Merger Agreement and all related agreements and transactions by HPL and Synopsys.

This letter is an expression of interest only, and does not set forth all of the matters upon which agreement must be reached in order for the Merger Agreement to be executed or the Possible Transaction to be consummated. The respective rights and obligations of Synopsys and HPL remain to be defined in a Merger Agreement and related documents (the terms and provisions of which will be subject to approval by HPL and Synopsys). Synopsys does not intend to be legally bound or otherwise to incur any obligations with respect to the proposed transactions until such time (if ever) as a Merger Agreement is executed and delivered. Accordingly, this document does not constitute a legally binding document and does not create any legal obligations on the part of, or any rights in favor of, HPL, its stockholders or any other party.

Sincerely,

SYNOPSYS, INC.

/s/ Randy Tinsley

Randy Tinsley
Vice President

EX-99.2 3 a05-16836_1ex99d2.htm EX-99.2

Exhibit 99.2

[HPL Technologies Inc. letterhead]

Synopsys, Inc.

700 East Middlefield Road

Mountain View, CA 94043

September 26, 2005

Gentlemen:

HPL Technologies, Inc. (the “Company”) has advised Synopsys, Inc. (“Synopsys”) that the Company wishes to engage in discussions with Synopsys regarding a possible transaction involving Synopsys and the Company (a “Possible Transaction”). In order to induce Synopsys to engage in a due diligence investigation of the Company’s business and to engage in negotiations with the Company regarding a Possible Transaction (and in recognition of the time and effort that Synopsys may expend and the expenses that Synopsys may incur in investigating the Company’s business and negotiating a Possible Transaction), the Company, intending to be legally bound, agrees as follows:

1. The Company acknowledges and agrees that, until 5:00 p.m. Pacific Time on October 3, 2005 (the “Expiration Date”), the Company will not, and will not permit any of its officers, directors, financial advisors or other Representatives (as defined in paragraph 6 below) to, directly or indirectly:

(a) solicit or encourage the initiation or submission of any expression of interest, inquiry, proposal or offer from any person or entity (other than Synopsys) relating to a possible Acquisition Transaction (as defined in paragraph 6 below);

(b) participate in any discussions or negotiations or enter into any agreement with, or provide any non-public information to, any person or entity (other than Synopsys) relating to or in connection with a possible Acquisition Transaction; or

(c) accept any proposal or offer from any person or entity (other than Synopsys) relating to a possible Acquisition Transaction.

The Company shall, and shall cause each of its Representatives to, immediately discontinue any ongoing discussions or negotiations (other than any ongoing discussions with Synopsys) relating to a possible Acquisition Transaction, and shall promptly (and in any event within 24 hours of receipt) provide Synopsys with notice of any expression of interest, inquiry, proposal or offer relating to a possible Acquisition Transaction that is received by the Company or by any of the Company’s Representatives from any person or entity (other than Synopsys) on or prior to the Expiration Date. Such notice shall include the identity of the person or entity that submitted such expression of interest, inquiry, proposal or offer and a summary of the material terms of such expression of interest, inquiry, proposal or offer.

2. The Company acknowledges and agrees that neither this letter agreement nor any action taken in connection with this letter agreement will give rise to any obligation on the part of Synopsys (a) to engage in any due diligence investigation of the Company’s business or any discussions or negotiations with the Company or (b) to pursue or enter into any transaction or relationship of any nature with the Company.

3. Notwithstanding any such disclosure made by Synopsys (it being understood that Synopsys may make such disclosures in connection with its filing of an amended Schedule 13D in connection with a Possible Transaction) or the Company in a concurrent Form 8-K, the Company shall not make or permit any disclosure to any person or entity (other than to its employees and Representatives) regarding (a) the existence or terms of this letter agreement, (b) any due diligence investigation by Synopsys of the Company’s business, (c) the existence of any discussions or potential negotiations between the Company and Synopsys or (d) the existence or terms of any potential proposal regarding a Possible Transaction, except as may be required by law, rule, regulation or court order.

4. The Company acknowledges and agrees that, in addition to all other remedies available (at law or otherwise) to Synopsys, Synopsys shall be entitled to equitable relief (including injunction and specific performance) as a remedy for any breach or threatened breach of any provision of this letter agreement. The Company further acknowledges and agrees that Synopsys shall not be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this paragraph 4, and the Company waives any right it may have to require that Synopsys obtain, furnish or post any such bond or similar instrument. If any action, suit or proceeding relating to this letter agreement or the enforcement of any provision of this letter agreement is brought against any party hereto, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs and disbursements (in addition to any other relief to which the prevailing party may be entitled).

5. This letter agreement shall be governed by and construed in accordance with the laws of the State of Delaware (without giving effect to principles of conflicts of laws). The Company: (a) irrevocably and unconditionally consents and submits to the jurisdiction of the state and federal courts located in the State of Delaware for purposes of any action, suit or proceeding arising out of or relating to this letter agreement; (b) agrees that service of any process, summons, notice or document by U.S. mail addressed to the Company at the address set forth at the beginning of this letter agreement shall be deemed to constitute effective service thereof for purposes of any action, suit or proceeding arising out of or relating to this letter agreement; (c) irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this letter agreement in any state or federal court located in the State of Delaware; and (d) irrevocably and unconditionally waives the right to plead or claim, and irrevocably and unconditionally agrees not to plead or claim, that any action, suit or proceeding arising out of or relating to this letter agreement that is brought in any state or federal court located in the State of Delaware has been brought in an inconvenient forum. Each of the parties to this letter agreement irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or related to this letter agreement.

6. For purposes of this letter agreement:

(a) The Company’s “Representatives” shall include each person or entity that is or becomes: (i) a subsidiary of the Company; or (ii) an officer, director, employee, attorney, advisor, accountant, agent or representative of (A) the Company, (B) any of the Company’s subsidiaries or (C) any of the Company’s officers, directors, employees, attorneys, advisors, accountants, agents or representatives.

(b) “Acquisition Transaction” shall mean any transaction involving:

(i) the sale, license, disposition or acquisition of any assets that collectively represent at least 10% of the value of, or 10% of the revenues generated by, the assets of the Company and its subsidiaries, taken as a whole, at March 31, 2005 or during the fiscal year then ended, as applicable;

(ii) the issuance, grant, disposition or acquisition of (A) any capital stock or other equity security of the Company or any direct or indirect subsidiary of the Company, (B) any option, call, warrant or right (whether or not immediately exercisable) to acquire any capital stock or other equity security of the Company or any direct or indirect subsidiary of the Company, or (C) any security, instrument or obligation that is or may become convertible into or exchangeable for any capital stock or other equity security of the Company or any direct or indirect subsidiary of the Company; or

(iii) any merger, consolidation, business combination, share exchange, reorganization or similar transaction involving the Company or any direct or indirect subsidiary of the Company;

provided, however, that the following will not be deemed to be an “Acquisition Transaction:” (A) the grant of stock options by the Company to its employees in the ordinary course of business if such grant is made pursuant to the Company’s existing stock option plans; (B) the issuance of stock by the Company to its employees upon the exercise of options issued pursuant to the Company’s existing stock option plans; (C) the grant of a right to purchase or the issuance of the Company’s common stock pursuant to the Company’s employee stock purchase plan; and (D) any refinancing, renewal or extension of the Company’s secured debt.

7. This letter agreement shall not modify that certain Confidentiality Agreement between the Company and Synopsys, dated April 6, 2005, or the letter agreement between the Company and Synopsys dated September 13, 2005, each of which shall remain in full force and effect.

	Very truly yours,

	HPL TECHNOLOGIES, INC.


	By:	/s/ Michael Scarpelli
		Michael Scarpelli
		CFO

Received and Agreed to by:

SYNOPSYS, INC.

By:	/s/ Randy Tinsley
	Randy Tinsley
	Vice President

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Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Signature

Under the Securities Exchange Act of 1934
(Amendment No. 1)*