-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C0y8eUU75ev9Yiq3T3/6INa3KFZm0p0yzspGpKYUiAgPaFhU9g0S+SqoEQyYpTRB dWA4dmUmDkjGI0Oi6NHFFQ== 0000891618-00-001374.txt : 20000313 0000891618-00-001374.hdr.sgml : 20000313 ACCESSION NUMBER: 0000891618-00-001374 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000310 EFFECTIVENESS DATE: 20000310 FILER: 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: S-8 SEC ACT: SEC FILE NUMBER: 333-32130 FILM NUMBER: 566174 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 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on March 10, 2000 - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ SYNOPSYS, INC. (Exact Name of Registrant As Specified in its Charter) ------------------------ DELAWARE 56-1546236 ------------------ ------------------ (State of Incorporation) (I.R.S. Employer Identification Number) 700 EAST MIDDLEFIELD ROAD MOUNTAIN VIEW, CA 94043-4033 (Address, Including Zip Code, of Registrant's Principal Executive Offices) -------------------------- 1998 NONSTATUTORY STOCK OPTION PLAN (Full Title of the Plan) -------------------------- AART J. DE GEUS CHIEF EXECUTIVE OFFICER SYNOPSYS, INC. 700 EAST MIDDLEFIELD ROAD MOUNTAIN VIEW, CA 94043-4033 (650) 962-5000 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Process) -------------------------- Copy to: THOMAS C. DEFILIPPS, ESQ. WILSON SONSINI GOODRICH & ROSATI PROFESSIONAL CORPORATION 650 PAGE MILL ROAD PALO ALTO, CALIFORNIA 94303 (650) 493-9300 -------------------------- 2 CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS AMOUNT TO BE PROPOSED PROPOSED OF SECURITIES TO BE REGISTERED (1) MAXIMUM MAXIMUM AMOUNT REGISTERED OFFERING AGGREGATE OF PRICE OFFERING REGISTRATION PER SHARE(2) PRICE(2) FEE(2) - ---------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value to be issued under the 1998 Nonstatutory Stock Option Plan 2,200,000 Shares $39.1875 $86,212,500 $22,760.10
- ------------------------------- (1) Pursuant to Rule 429 under the Securities Act of 1933, as amended (the "Securities Act"), the prospectus relating hereto also relates to shares registered under Form S-8 Registration Statements Nos. 333-84279, 333-77597, 333-50947 and 333-90643. (2) Computed in accordance with Rule 457(h) and Rule 457(c) of the Securities Act. The estimated exercise price was computed in accordance with Rule 457(c) based upon the average of the high and low prices of the Company's Common Stock as reported on The Nasdaq National Market on March 7, 2000. 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. Synopsys, Inc. (the "Company") hereby incorporates by reference in this registration statement the following documents: (a) The Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1999 filed pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) The Company's Current Report on Form 8-K regarding its financial results for the quarter ended January 29, 2000, filed on February 18, 2000 pursuant to Section 13 of the Exchange Act. (c) The description of the Company's Preferred Share Purchase Rights as set forth in the Registration Statement filed by the Company on Form 8-A on October 31, 1997 pursuant to Section 12(g) of the Exchange Act, as amended by Amendment No. 1 thereto on Form 8-A/A filed on December 13, 1999 and any further amendments or reports filed with the Securities and Exchange Commission for the purpose of updating such description. (d) The description of the Company's Common Stock as set forth in the Registration Statement filed by the Company on Form 8-A on January 24, 1992 pursuant to Section 12(g) of the Exchange Act and any amendments or reports filed with the Securities and Exchange Commission for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. The class of securities to be offered is registered under Section 12 of the Exchange Act. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. 2 4 ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Delaware law authorizes corporations to eliminate the personal liability of directors to corporations and their stockholders for monetary damage for breach or alleged breach of the directors' "duty of care." While the relevant statute does not change directors' duty of care, it enables corporations to limit available relief to equitable remedies such as injunction or rescission. The statute has no effect on directors' duty of loyalty, acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, illegal payment of dividends and approval of any transaction from which a director derives an improper personal benefit. The Company has adopted provisions in its Certificate of Incorporation which eliminate the personal liability of its directors to the Company and its stockholders for monetary damages for breach or alleged breach of their duty of care. The Bylaws of the Company provide for indemnification of its directors, officers, employees and agents to the full extent permitted by the General Corporation Law of the State of Delaware (the "DGCL"), the Company's state of incorporation, including those circumstances in which indemnification would otherwise be discretionary under the DGCL. Section 145 of the DGCL provides for indemnification in terms sufficiently broad to indemnify such individuals, under certain circumstances, for liabilities (including reimbursement of expenses incurred) arising under the Securities Act of 1933. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. See Index to Exhibits. ITEM 9. UNDERTAKINGS. (a) Rule 415 Offering. 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 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; (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 5 (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) Filings incorporating subsequent Exchange Act documents by reference. The undersigned registrant hereby undertakes 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 Section 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 offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Request for acceleration of effective date or filing of registration statement on Form S-8. 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 Securities and Exchange 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. 4 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on March 8, 2000. SYNOPSYS, INC. By: /s/ AART J. DE GEUS ---------------------------------------- Aart J. de Geus Chief Executive Officer 5 7 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose signature appears below constitutes and appoints Aart J. de Geus and Steven K. Shevick, and each of them, as his or her true and lawful attorney-in-fact, with full power of substitution, for him or her in any and all capacities, to sign any amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. 6 8 PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE - -------------------------------------------------------------------------------------------------- /s/ AART J. DE GEUS Chief Executive Officer and March 8, 2000 - ---------------------------------------- Chairman of the Board of Directors Aart J. de Geus (Principal Executive Officer) /s/ CHI-FOON CHAN President, Chief Operating March 8, 2000 - ---------------------------------------- Officer and Director Chi-Foon Chan /s/ ANDY BRYANT Director March 8, 2000 - ---------------------------------------- Andy Bryant /s/ DEBORAH A. COLEMAN Director March 8, 2000 - ---------------------------------------- Deborah A. Coleman /s/ HARVEY C. JONES Director March 8, 2000 - ---------------------------------------- Harvey C. Jones, Jr. /s/ WILLIAM W. LATTIN Director March 8, 2000 - ---------------------------------------- William W. Lattin /s/ A. RICHARD NEWTON Director March 8, 2000 - ---------------------------------------- A. Richard Newton
9
SIGNATURE TITLE DATE - -------------------------------------------------------------------------------------------------- /s/ SASSON SOMEKH Director March 8, 2000 - ---------------------------------------- Sasson Somekh /s/ STEVEN C. WALSKE Director March 8, 2000 - ---------------------------------------- Steven C. Walske /s/ STEVEN K. SHEVICK Chief Financial Officer March 8, 2000 - ---------------------------------------- (Principal Financial Officer) Steven K. Shevick /s/ RICHARD ROWLEY Corporate Controller March 8, 2000 - ---------------------------------------- (Principal Accounting Officer) Richard Rowley
8 10 INDEX TO EXHIBITS
Exhibit Number Exhibit - ------ ------- 5.1 Opinion of counsel as to legality of securities being registered 10.1 1998 Nonstatutory Stock Option Plan, as amended* 23.1 Consent of Independent Auditors 23.2 Consent of Counsel (included in Exhibit 5.1) 24.1 Power of Attorney (see page 6)
- ------------------------------------------------------------------------------- *Incorporated by reference from exhibit to Registration Statement on Form S-8 filed by the Company with the Securities and Exchange Commission on November 9, 1999. 9 EX-5.1 2 OPINION AND CONSENT OF COUNSEL 1 EXHIBIT 5.1 March 10, 2000 Synopsys, Inc. 700 East Middlefield Road Mountain View, CA 94043 Re: Registration Statement on Form S-8 Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about March 10, 2000 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended, for an aggregate of 2,200,000 of your Common Shares under the 1998 Nonstatutory Stock Option Plan. Such shares of Common Stock are referred to herein as the "Shares," and such plan is referred to herein as the "Plan." As your counsel in connection with this transaction, we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plan. It is our opinion that, when issued and sold in the manner described in the Plan and pursuant to the agreements which accompany each grant under the Plan, the Shares will be legally and validly issued, fully-paid and non-assessable. We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto. Sincerely, WILSON SONSINI GOODRICH & ROSATI Professional Corporation 10 EX-23.1 3 CONSENT OF INDEPENDENT AUDITORS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Synopsys, Inc. We consent to incorporation herein of our reports dated October 23, 1999 relating to the consolidated balance sheets of Synopsys, Inc. and subsidiaries as of September 30, 1999 and 1998, and the related consolidated statements of income, stockholders' equity and cash flows for each of the years in the three-year period ended September 30, 1999, and the related consolidated financial statement schedule, which reports appear in the September 30, 1999, annual report on Form 10-K of Synopsys, Inc. KPMG LLP Mountain View, California March 10, 2000 11 -----END PRIVACY-ENHANCED MESSAGE-----