-----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, Wgzji+4RB2UnUmHe9+Vlm2BkXxMNEnwP/2X+hyZvKRDj8SM7S65lJLgqg0N6AKr2 Rs6koXnCfg3AAX1IK/8dUg== 0000891618-97-004905.txt : 19971216 0000891618-97-004905.hdr.sgml : 19971216 ACCESSION NUMBER: 0000891618-97-004905 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971212 EFFECTIVENESS DATE: 19971212 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: S-8 SEC ACT: SEC FILE NUMBER: 333-42069 FILM NUMBER: 97736866 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 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on December 12, 1997 Registration No. 333- 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 or other jurisdiction (I.R.S. Employer Identification No.) of incorporation) 700 East Middlefield Road Mountain View, CA 94043-4033 (Address, including zip code, of principal executive offices) ---------------------- INDIVIDUAL OPTIONS GRANTED UNDER THE VIEWLOGIC SYSTEMS, INC. 1991 RESTATED STOCK OPTION PLAN THE VIEWLOGIC SYSTEMS, INC. 1991 OUTSIDE DIRECTORS' STOCK OPTION PLAN THE VIEWLOGIC SYSTEMS, INC. 1996 OUTSIDE DIRECTORS' STOCK OPTION PLAN (Full Titles of the Plans) ---------------------- AART J. DE GEUS PRESIDENT AND CHIEF EXECUTIVE OFFICER SYNOPSYS, INC. 700 East Middlefield Road Mountain View, CA 94043-4033 (Name and address of agent for service) (650) 962-5000 (Telephone number, including area code, of agent for service) ---------------------- Copy to: THOMAS C. DEFILIPPS, ESQ. WILSON, SONSINI, GOODRICH & ROSATI Professional Corporation 650 Page Mill Road Palo Alto, California 94304 This registration statement shall hereafter become effective in accordance with Rule 462 promulgated under the Securities Act of 1933, as amended (the "Securities Act"). ================================================================================ CALCULATION OF REGISTRATION FEE ================================================================================
Proposed Maximum Proposed Maximum Title of Securities to be Offering Price Per Aggregate offering Amount of Registration Registered(1) Amount to be Registered Share Price Fee(2) - ------------------------- ----------------------- ------------------ ------------------- ---------------------- Viewlogic Systems, Inc. 1991 Restated Stock Option Plan - ------------------------------------------------------- Common Stock Par Value $0.01 2,577,309 $19.5676 $50,431,751.59 $15,282.35 Viewlogic Systems, Inc. 1991 Outside Directors' Stock Option Plan - ----------------------------------------------------------------- Common Stock Par Value $0.01 35,866 $25.4512 $912,832.74 $276.62 Viewlogic Systems, Inc. 1996 Outside Directors' Stock Option Plan - ----------------------------------------------------------------- Common Stock Par Value $0.01 58,689 $23.3647 $1,371,250.88 $415.53 Total 2,671,864 $52,715,835.21 $15,974.50 --------- -------------- ----------
- ---------- (1) The securities to be registered are shares of Common Stock, par value $0.01, of the registrant issuable under the specified equity compensation plans, which have been assumed by the registrant, and include the options to acquire such Common Stock. The offering price was estimated pursuant to Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee and is based on the weighted average exercise prices. (2) Calculated pursuant to Section 6(b) of the Securities Act. 2 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, 1997 (File No. 000-19807) filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the latest fiscal year covered by the document referred to in (a) above. (c) The description of the Company's Common Stock as set forth in the Company's Registration Statement on Form 8-A (File No. 019807) filed January 24, 1992 pursuant to Section 12(g) of the Exchange Act and any amendments or reports thereto 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. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. 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 damages 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 Company's state of incorporation, including those circumstances in which indemnification would otherwise be discretionary under Delaware Law. Section 145 of the General II-1 3 Corporation Law of the State of Delaware 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. The Company has entered into indemnification agreements with its directors and executive officers and intends to enter into indemnification agreements with any new directors and executive officers in the future. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS
Exhibit Number Description - ------ ----------- 4.1 Preferred Shares Rights Agreement dated October 24, 1997 (5) 4.3 Specimen Common Stock Certificate (2) 5.1 Opinion of Counsel as to legality of securities being registered 10.1 1991 Restated Stock Option Plan (1) 10.2 Amendment to 1991 Restated Stock Option Plan (3) 10.3 1991 Outside Directors' Stock Option Plan (1) 10.9 1996 Outside Directors' Stock Option Plan (4) 23.1 Consent of Counsel (contained in Exhibit 5.1) 23.2 Consent of KPMG Peat Marwick LLP 23.3 Consent of Deloitte & Touche LLP 24.1 Power of Attorney (see Page II-5)
- ---------- (1) Incorporated by reference to the Viewlogic Systems, Inc. Registration Statement on Form S-1 (File No. 33-43668). (2) Incorporated by reference to the Company's Registration Statement on Form S-1 (File No. 33-45138) which became effective February 24, 1992. (3) Incorporated by reference to the Viewlogic Systems, Inc. Annual Report on Form 10-K for the year ended December 31, 1994. (4) Incorporated by reference to the Viewlogic Systems, Inc. Annual Report on Form 10-K for the year ended December 31, 1995. (5) Incorporated by reference to the Company's Registration Statement on Form 8-A (File No. 000-19807) as filed with the Securities and Exchange Commission on October 31, 1997. ITEM 9. UNDERTAKINGS (a) 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 of 1933; (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; (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 (a)(1)(i) and (a)(l)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 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 of 1933, 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. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, 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 II-2 4 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. (h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 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 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 Act and will be governed by the final adjudication of such issue. II-3 5 SIGNATURE Pursuant to the requirements of the Securities Act of 1933, as amended, 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 December 11, 1997. SYNOPSYS, INC. By: /s/ Aart J. de Geus ------------------------------ Aart J. de Geus President, Chief Executive Officer, and Director II-4 6 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Aart J. de Geus and David Sugishita, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all 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 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. Pursuant to the requirements of the Securities Exchange Act of 1933, as amended, this registration statement has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature Title Date --------- ----- ---- /s/ Aart J. de Gues President, Chief Executive December 11, 1997 - --------------------------- Officer, and Director Aart J. de Geus (Principle Executive Officer) Chairman of the Board of December , 1997 - --------------------------- Directors Harvey C. Jones, Jr. /s/ William W. Lattin Executive Vice President and December 11, 1997 - --------------------------- Director William W. Lattin /s/ David Sugishita Senior Vice President, Finance December 11, 1997 - --------------------------- and Operations, and Chief David Sugishita Financial Officer (Principal Financial and Accounting Officer) /s/ Sang Wang Director December 11, 1997 - --------------------------- Sang Wang Director December , 1997 - --------------------------- Deborah A. Coleman Director December , 1997 - --------------------------- A. Richard Newton /s/ Steven C. Walske Director December 11, 1997 - --------------------------- Steven C. Walske
II-5 7 SYNOPSYS, INC. REGISTRATION STATEMENT ON FORM S-8 INDEX TO EXHIBITS
Exhibit Number Description - ------ ----------- 4.1 Preferred Shares Rights Agreement dated October 24, 1997 (5) 4.3 Specimen Common Stock Certificate (2) 5.1 Opinion of Counsel as to legality of securities being registered 10.1 1991 Restated Stock Option Plan (1) 10.2 Amendment to 1991 Restated Stock Option Plan (3) 10.3 1991 Outside Directors' Stock Option Plan (1) 10.9 1996 Outside Directors' Stock Option Plan (4) 23.1 Consent of Counsel (contained in Exhibit 5.1) 23.2 Consent of KPMG Peat Marwick LLP 23.3 Consent of Deloitte & Touche LLP 24.1 Power of Attorney (see Page II-5)
- ---------- (1) Incorporated by reference to the Viewlogic Systems, Inc. Registration Statement on Form S-1 (File No. 33-43668). (2) Incorporated by reference to the Company's Registration Statement on Form S-1 (File No. 33-45138) which became effective February 24, 1992. (3) Incorporated by reference to the Viewlogic Systems, Inc. Annual Report on Form 10-K for the year ended December 31, 1994. (4) Incorporated by reference to the Viewlogic Systems, Inc. Annual Report on Form 10-K for the year ended December 31, 1995. (5) Incorporated by reference to the Company's Registration Statement on Form 8-A (File No. 000-19807) as filed with the Securities and Exchange Commission on October 31, 1997. II-6 EX-5.1 2 OPINION OF COUNSEL RE: LEGALITY OF SECURITIES 1 EXHIBIT 5.1 [Letterhead] December 11, 1997 Synopsys, Inc. 700 East Middlefield Road Mountain View, CA 94043 RE: REGISTRATION STATEMENT ON FORM S-8 Ladies and 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 December 11, 1997 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 2,671,864 shares of your Common Stock, par value $0.01 per share, (the "Shares") to be issued pursuant to the Viewlogic Systems, Inc. 1991 Restated Stock Option Plan, as amended, the Viewlogic Systems, Inc. 1991 Outside Directors' Stock Option Plan, and the Viewlogic Systems, Inc. 1996 Outside Directors' Stock Option Plan (collectively, the "Plans"). 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 Plans. It is our opinion that, when issued and sold in the manner described in the Plans and pursuant to the agreements which accompany each grant under the Plans, 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 /s/ Wilson Sonsini Goodrich & Rosati EX-23.2 3 CONSENT OF INDEPENDENT ACCOUNTANTS 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Synopsys, Inc. We consent to incorporation by reference in the registration statement dated December 11, 1997 on Form S-8 of Synopsys, Inc. of our report dated October 17, 1997, relating to the consolidated balance sheets of Synopsys, Inc. and subsidiaries as of September 30, 1997, and 1996, 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, 1997, which report appears in the September 30, 1997 annual report on Form 10-K of Synopsys, Inc. /s/ KPMG Peat Marwick LLP Palo Alto, California December 10, 1997 EX-23.3 4 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.3 CONSENT OF DELOITTE & TOUCHE LLP We consent to the incorporation by reference in this Registration Statement of Synopsys, Inc. on Form S-8 of our report dated October 11, 1996 (relating to the consolidated financial statements of EPIC Design Technology, Inc. not presented separately herein), appearing in and incorporated by reference in the Annual Report on Form 10-K of Synopsys, Inc. for the year ended September 30, 1997. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP San Jose, California December 10, 1997 -----END PRIVACY-ENHANCED MESSAGE-----