-----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, NKEY2oejU7Xi///4akoYtdJ6/Mfc5NKsPiAKbFuwvQT7NQm2lYiq2bKirNUb3q/g jw3EOXnsqo1635tX5viEiQ== 0000891618-97-002868.txt : 19970711 0000891618-97-002868.hdr.sgml : 19970711 ACCESSION NUMBER: 0000891618-97-002868 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970710 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COOPER & CHYAN TECHNOLOGY INC CENTRAL INDEX KEY: 0000849585 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770409778 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45879 FILM NUMBER: 97638463 BUSINESS ADDRESS: STREET 1: 1601 SARATOGA SUNNYVALE RD CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4083666966 MAIL ADDRESS: STREET 1: 1601 SOUTH DE ANZA BOULEVARD CITY: CUPERTINO STATE: CA ZIP: 95014 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: 0930 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: 4159625000 MAIL ADDRESS: STREET 1: 700 E MIDDLEFIELD RD CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043-4033 SC 13D/A 1 SCHEDULE 13D AMENDMENT 2 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D-Amendment UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* Cooper & Chyan Technology, Inc. ------------------------------- (Name of Issuer) Common Stock, $0.01 par value per share --------------------------------------- (Title of Class of Securities) 216624 10 6 ----------- (CUSIP Number) Paul Lippe, Esq. Synopsys, Inc. 700 East Middlefield Road, Mountain View, California 94043 (415) 962-5000 ----------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 8, 1997 ---------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / / (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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 alterdisclosures 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 (the "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). This is an 2 amendment to the Company's filing on Schedule 13D filed with the Commission on May 6, 1996. The following material supplements and amends that original filing. 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Synopsys, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / / (See Instructions) - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (See Instructions) - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 798,625.06 ------------------------------------------- NUMBER OF SHARES BENEFICIALLY 8. SHARED VOTING POWER OWNED BY EACH REPORTING PERSON WITH ------------------------------------------- 9. SOLE DISPOSITIVE POWER 798,625.06 ------------------------------------------- 10. SHARED DISPOSITIVE POWER ------------------------------------------- - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 798,625.06 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.90% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (See Instructions) CO 3 - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! ITEM 1. SECURITY AND ISSUER. ITEM 2. IDENTITY AND BACKGROUND. The name, business address, present principal occupation (and the name and address of any corporation or other organization in which such employment is conducted) and citizenship of each member of the Board of Directors and executive officer of Synopsys is as follows: * Director of Synopsys. ** Director and executive officer of Synopsys. *** Executive officer of Synopsys. PRESENT PRINCIPAL OCCUPATION OR NAME EMPLOYMENT AND BUSINESS ADDRESS - ------------------------------------------------------------------------------- Harvey C. Jones, Jr.* Chairman of the Board of Synopsys. Aart J. de Geus** President and Chief Executive Officer, Acting Chief Financial Officer and Treasurer. Chi-Foon Chan*** Executive Vice President, Office of the President. William W. Lattin** Executive Vice President, Dr. Lattin's business address is 19500 N.W. Gibbs Drive, Beaverton, Oregon 97006. Deborah Coleman* Chairman and Chief Executive Officer of Merix Corporation, a manufacturer of printed circuit boards. Ms. Coleman's business address is 1521 Poplar Lane, Forest Grove, Oregon 97116. A. Richard Newton* Professor of Electrical Engineering and Computer Science at the University of California at Berkeley and Venture Partner with the Mayfield Fund, a venture capital partnership. Dr. Newton's business address is Electronics Research Laboratory, Room 512 Cory Hall #1774, Berkeley, California 94720-1774 Steven C. Walske* President and Chief Executive Officer and a director of Parametric Technology Corporation, a supplier of software products for mechanical computer-aided engineering. Mr. Walske's business address is 128 Technology Drive, Waltham, Massachusetts 02154. David C. Bullis*** Senior Vice President, Verification Systems Group. Sally A. DeStefano*** Senior Vice President, Human Resources and Facilities. Alain J.P. Labat*** Senior Vice President, Sales and Marketing. Paul Lippe*** Senior Vice President, Business Development and Legal, 4 Secretary. Except as otherwise indicated above, each of the persons named above has his or her business address at 700 East Middlefield Road, Mountain View, California 94043-4033. Each of the persons named above is a citizen of the United States of America except for Dr. de Geus, who is a citizen of the Netherlands, Mr. Labat, who is a citizen of the Republic of France, and Dr. Newton, who is a citizen of Australia. The Statement of Schedule 13D originally filed with the Securities and Exchange Commission on May 6, 1996, by Synopsys, Inc., a Delaware corporation, as amended by Amendment No. 1 (the "Schedule 13D"), relating to the Common Stock, par value $0.01 per share ("Common Shares"), of Cooper & Chyan Technology, Inc., a Delaware corporation (the "Issuer"), is hereby amended and supplemented as set forth below. Terms not defined herein have the meanings assigned thereto in the Schedule 13D. This Amendment is the final amendment to the Schedule 13D. ITEM 4. PURPOSE OF TRANSACTION. To consummate a merger with Cadence Design Systems, Inc. ("Cadence"), Issuer caused to be converted all of Synopsys' Common Shares into shares of Common Stock of Cadence (the "Cadence Shares"). The conversion resulted in Synopsys having a beneficial interest of less than five percent of the Cadence Shares. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. "(a), (b) and (c) On May 8, 1997, the Issuer merged with and into a wholly-owned merger subsidiary of Cadence, 555 River Oaks Parkway, San Jose, CA 95134. Issuer and Cadence effected the merger by converting each share of the Common Shares into eighty-five hundredths (0.85) of a share of Common Stock of Cadence, par value $0.01 per share. As a result of this merger and conversion of Synopsys' Common Shares to Cadence Shares, Synopsys beneficially owns 798,625.06 Cadence Shares, constituting 0.90% (less than 1%) of the outstanding Cadence Shares. Synopsys has sole voting and dispositive power with respect to the 798,625.06 Cadence shares owned by it. To Synopsys' knowledge, none of the persons named in Item 2 above owns any Cadence Shares." (d) Not applicable. (e) Synopsys ceased to be a beneficial owner of more than five percent of Cadence Shares on May 8, 1997, as a result of the merger and conversion." ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. For exhibits pertaining to the original purchase of the Common Shares, see Exhibits 1 & 2 in the original 13D electronic filing. These exhibits, incorporated by reference, are copies of the Stock Purchase and the Investor Rights Agreements. There are no new exhibits relating to the sale of the Common Stock. 5 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. Dated: July 2, 1997 SYNOPSYS, INC. By: /s/ Paul Lippe --------------------------------- Secretary -----END PRIVACY-ENHANCED MESSAGE-----