-----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, Ay4lV6H2Kld39rtgSBY1UD/sHNM0AQ0svZ9dbnYalZToJ/PQo4Eq8J7cS39cFesw EEwj7DKyIQQMIiTKJyCUqA== 0000891618-97-001197.txt : 19970317 0000891618-97-001197.hdr.sgml : 19970317 ACCESSION NUMBER: 0000891618-97-001197 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970228 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970314 SROS: NASD 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: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19807 FILM NUMBER: 97556612 BUSINESS ADDRESS: STREET 1: 700 E MIDDLEFIELD RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-4033 BUSINESS PHONE: 4159625000 MAIL ADDRESS: STREET 1: 700 E MIDDLEFIELD RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-4033 8-K 1 FORM 8-K CURRENT REPORT 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) February 28, 1997 Synopsys, Inc. -------------- (Exact name of registrant as specified in charter)
Delaware 0-45138 56-1546236 -------- ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)
700 East Middlefield Road, Mountain View, California 94043 - ---------------------------------------------------- ------ (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 962-5000 (Former name or former address, if changed since last report) 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On February 28, 1997, Synopsys, Inc. (the "Company") completed its acquisition of EPIC Design Technology, Inc. ("EPIC"). To effect the acquisition, a wholly-owned subsidiary of the Company was merged with and into EPIC, with EPIC as the surviving corporation in the merger (the "Merger"). Upon consummation of the Merger, EPIC became a wholly-owned subsidiary of the Company. The Merger will be recorded as a pooling of interests for accounting purposes. In the Merger, each outstanding share of Common Stock of EPIC ("EPIC Common Stock") was converted into the right to receive 0.7485 of a share of the Common Stock of the Company ("Company Common Stock). Outstanding options to acquire EPIC Common Stock were assumed by Synopsys and will be exercisable for shares of Company Common Stock at the same conversion ratio. The Company will issue approximately 10,342,000 shares of Company Common Stock in exchange for all outstanding shares of EPIC Common Stock. Such shares have an aggregate market value of approximately $369,085,000 based on the closing price of Company Common Stock on February 28, 1997 as reported on the Nasdaq National Market. In addition, the Company has reserved for issuance and registered 1,574,802 additional shares of Company Common Stock for issuance upon the exercise of EPIC stock options assumed by the Company in the Merger. 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. a. Financial Statements of Business Acquired The financial statements of EPIC required pursuant to Rule 3-05 of Regulation S-X were previously reported in the Registration Statement on Form S-4 (File No. 333-21129) filed with the Securities and Exchange Commission on February 5, 1997 (the "Registration Statement") and pursuant to General Instruction B.3. of Form 8-K are not additionally reported herein. b. Pro Forma Financial Information The pro forma financial information required pursuant to Article 11 of Regulation S-X was previously reported in the Registration Statement and pursuant to General Instruction B.3. of Form 8-K is not additionally reported herein. c. Exhibits
Exhibit No. Description ----------- ----------- 2.1 Agreement and Plan of Merger, dated as of January 16, 1997, among Synopsys, Inc., a Delaware corporation, EPIC Merger Co., Inc., a Delaware corporation and wholly-owned subsidiary of Synopsys, Inc., and EPIC Design Technology, Inc., a California corporation.
4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SYNOPSYS, INC. Date: March 14, 1997 By: /s/ Tammy S. Liu ----------------------------- Tammy S. Liu Acting Chief Financial Officer 5 EXHIBIT INDEX
Exhibit No. Description ----------- ----------- 2.1* Agreement and Plan of Merger, dated as of January 16, 1997, among Synopsys, Inc., a Delaware corporation, EPIC Merger Co., Inc., a Delaware corporation and wholly-owned subsidiary of Synopsys, Inc., and EPIC Design Technology, Inc., a California corporation.
_________________________________ * Filed as an exhibit to the Company's Registration Statement on Form S-4 (File No. 333-21129) filed with the Securities and Exchange Commission on February 5, 1997 and incorporated herein by reference. -----END PRIVACY-ENHANCED MESSAGE-----