8-K

                       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

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          Date of report (Date of earliest event reported): May 6, 2002

                                 Synopsys, Inc.
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               (Exact Name of Registrant as Specified in Charter)

          Delaware                   000-19807               56-1546236
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(State or Other Jurisdiction     (Commission File           (IRS Employer
      of Incorporation)               Number)            Identification No.)



700 East Middlefield Road, Mountain View, California          94043-4033
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(Address of Principal Executive Offices)                      (Zip Code)

        Registrant's telephone number, including area code: 561-989-7000

                                 Not Applicable
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          (Former Name or Former Address, if Changed Since Last Report)



Item 5.  Other Events.

         On May 6, 2002, Synopsys, Inc. issued a press release entitled
"Synopsys Expects Second Quarter Fiscal Year 2002 Earnings and Revenue Above
Estimates." A copy of this press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

         (c)  Exhibits.

Exhibit 99.1 Press release dated May 6, 2002.



                                   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.

Date: May 7, 2002



                                      SYNOPSYS, INC.
                                      (Registrant)


                                      By:    /s/ Steven K. Shevick
                                      Name:  Steven K. Shevick
                                      Title: Vice President--Investor Relations
                                             and Legal, General Counsel


                                  EXHIBIT INDEX

                                                                         PAGE

Exhibit 99.1 Press release dated May 6, 2002.

EX-99.1

                                                                    Exhibit 99.1



CONTACT:
Steve Shevick
Vice President, Investor Relations
Synopsys, Inc.
650-584-4880


                Synopsys Expects Second Quarter Fiscal Year 2002
                      Earnings and Revenue Above Estimates


MOUNTAIN VIEW, California. May 6, 2002 - Synopsys Inc., (Nasdaq: SNPS), the
technology leader for complex integrated circuit design, today announced
preliminary revenue and earnings before goodwill (EBG) results for the second
quarter of fiscal year 2002, which ended on Saturday, May 4, 2002.

Synopsys announced that it expects second quarter fiscal year 2002 EBG to be
approximately $0.38 per share, two cents per share above the First Call(R)
consensus estimate of $0.36 per share, and that it expects revenue for the
quarter to be approximately $185 - $186 million, approximately $1 million above
the consensus estimate. EBG represents earnings on a diluted basis excluding
amortization of intangible assets and in-process research and development.

Orders meaningfully exceeded the Company's expectations for the quarter,
increasing approximately 20% over the second quarter of fiscal year 2001 and
approximately 85% over the first quarter of fiscal year 2002. Orders for
perpetual licenses were approximately 21%-22% of total software orders, within
the anticipated range for the quarter.

"This was a very good quarter for us, though the market remains difficult and
the electronics industry continues to struggle," said Aart de Geus, Chairman and
Chief Executive Officer of Synopsys. "Even in uncertain economic times,
customers continue to invest in design technologies and buy from their critical
technology partners, and our physical synthesis products enjoyed their best
quarter ever. We are excited to be heading towards the completion of our merger
with Avant!, and the realization of our vision of bringing together the best
front end and the best back end design tools in the industry. Based on our
results, and the record revenue and earnings announced last week by Avant!, we
believe that the combined company will have strong product and financial
momentum from day one."

In connection with the merger, Synopsys indicated that it expected to recognize
as revenue approximately 70-80% of Avant!'s aggregate deferred revenue and
backlog, assuming fulfillment by the combined company of the commitments
represented by such deferred revenue and backlog. Avant!'s aggregate deferred
revenue and backlog will be determined at closing; revenue will be recognized as
products and services are delivered and payments become due. Synopsys further
noted that its proposed accounting treatment of deferred revenue and backlog had
been confirmed by the Securities and Exchange Commission. Detailed financial
guidance for the combined company will be provided after the close of the
merger; both companies' shareholder meetings are scheduled for June 4, 2002.

Synopsys cautioned that these anticipated results are preliminary, based on the
best information currently available, and are subject to the closing of its
books and customary quarterly accounting procedures.


Forward Looking Statements

The fourth and fifth paragraphs of this press release contain forward-looking
statements within the meaning of the safe harbor provisions of Section 21E of
the Securities Exchange Act of 1934. Actual results could differ materially from
those described by these statements. Factors that could cause results to differ
from these statements include: adjustments to the preliminary results disclosed
in this press release made in the course of Synopsys' regular quarterly
accounting procedures; unanticipated delays in closing Synopsys' proposed merger
with Avant!; continued or increased weakness in the semiconductor or electronic
systems industries; a lower-than-anticipated level of purchases of software or
consulting services by the Company's customers; and increasing competition in
the market for the Company's products and services. For further discussion of
these and other factors that may cause results to differ from those projected in
this release, readers are referred to documents filed by Synopsys with the
Securities and Exchange Commission, specifically Synopsys' report on Form 10-Q
filed with the Securities and Exchange Commission on March 18, 2002 (pp. 21-27).
Synopsys is under no obligation to (and expressly disclaims any such obligation
to) update or alter these forward-looking statements whether as a result of new
information, future events or otherwise.


Additional Information

         In connection with the proposed merger, Synopsys and Avant! filed with
the Securities and Exchange Commission a Registration Statement on Form S-4 that
included a joint proxy statement of Synopsys and Avant! and a prospectus of
Synopsys which is available and is being disseminated on or about May 6, 2002.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT /
PROSPECTUS AND ANY AMENDMENTS THERETO REGARDING THE MERGER BECAUSE IT CONTAINS
IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of
the joint proxy statement / prospectus and other related documents filed by
Synopsys and Avant! with the SEC at the SEC's website at www.sec.gov. The joint
proxy statement / prospectus and the other documents may also be obtained for
free by accessing Synopsys' website at www.synopsys.com or by directing a
request by mail or telephone to 700 E. Middlefield Road, Mountain View, CA
94043, Attention: Company Secretary, (650) 584-5000, or to D.F. King & Co.,
Inc., Synopsys' Information Agent in connection with the merger, at 77 Water St.
20th Floor, New York, NY 10005, toll-free 1-800-290-6427, or by accessing
Avant!'s website at www.avanticorp.com or by directing a request by mail or
telephone to 4671 Bayside Parkway, Fremont, CA 94538, Attention: Company
Secretary, (510) 413-8000, or to Georgeson Shareholder Communications, Inc.,
Avant!'s Information Agent in connection with the merger, at 111 Commerce Road,
Carlstadt, NJ 07072, toll-free 1-866-781-5469.

         Synopsys, Avant!, and their respective directors, executive officers
and certain other members of management and employees may be soliciting proxies
from their respective stockholders in favor of the merger. Information regarding
the persons who may, under the rules of the SEC, be considered participants in
the solicitation of the Synopsys stockholders, or the Avant! stockholders, as
the case may be, in connection with the proposed merger, is set forth in the
definitive joint proxy statement / prospectus filed with the SEC.


About Synopsys

Synopsys, Inc. (Nasdaq: SNPS), headquartered in Mountain View, California,
creates leading electronic design automation (EDA) tools for the global
electronics market. The company delivers advanced design technologies and
solutions to developers of complex integrated circuits, electronic systems, and
systems on a chip. Synopsys also provides consulting and support services to
simplify the overall IC design process and accelerate time to market for its
customers. Visit Synopsys at http://www.synopsys.com.


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Synopsys is a registered trademark of Synopsys, Inc. All other company or
product names are the registered trademarks or trademarks of their respective
owners.