-----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, LRGQfCwn1ddRicUQlZdesWOoeFMwjI5jCYaYT+PRgd/d33MC4/HufZKnA81Fz7E9 VNmOBqj7mPmeoOKMkcuhKg== 0000903423-02-000361.txt : 20020607 0000903423-02-000361.hdr.sgml : 20020607 20020606140935 ACCESSION NUMBER: 0000903423-02-000361 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020606 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020606 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19807 FILM NUMBER: 02672021 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 8-K 1 syn8k_6-06.txt 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): June 6, 2002 Synopsys, Inc. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-19807 56-1546236 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 700 East Middlefield Road, Mountain View, California 94043-4033 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 650-584-5000 Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On June 6, 2002, Synopsys, Inc., a Delaware corporation ("Synopsys"), completed its acquisition of Avant! Corporation, a Delaware corporation ("Avant!"), through the merger (the "Merger") of Avant! with and into Maple Forest Acquisition L.L.C. ("Maple Forest"), a Delaware limited liability company and a wholly-owned subsidiary of Synopsys, pursuant to the terms of the Agreement and Plan of Merger, dated as of December 3, 2001, as amended, by and among Synopsys, Maple Forest and Avant! (the "Merger Agreement"). Under the terms of the Merger Agreement, former Avant! stockholders have the right to receive 0.371 of a Synopsys common share for each former Avant! common share (plus cash in lieu of fractional shares). As of June 6, 2002, former Avant! stockholders have the right to receive approximately 14.5 million shares of Synopsys. In addition, holders of former Avant! stock options are collectively entitled to receive up to approximately 2.3 million additional Synopsys common shares upon the exercise of such stock options from time to time in accordance with the terms and conditions thereof. Further information about the Merger, including the full text of the Merger Agreement, is available in Synopsys' proxy statement/prospectus dated May 2, 2002. Synopsys stockholders approved the issuance of the Synopsys common shares in the Merger at the annual meeting of Synopsys stockholders held on June 4, 2002. A copy of the press release announcing the completion of the Merger 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 June 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: June 6, 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 June 6, 2002. EX-99.1 3 ex99-1_606.txt Exhibit 99.1 The following press release was issued by Synopsys, Inc. on June 6, 2002. Editorial Contact: Yvette Huygen, Synopsys, Inc. (650) 584-4547 Steven K. Shevick, Vice President, Investor Relations Synopsys, Inc. 650-584-4257 Synopsys Completes Acquisition of Avant! Corporation MOUNTAIN VIEW, Calif., June 6, 2002 - Synopsys, Inc. (Nasdaq: SNPS) today announced that it has completed its acquisition of Avant! Corporation (Nasdaq: AVNT). Each outstanding share of Avant! was converted into a right to receive 0.371 of a Synopsys common share (with cash in lieu of fractional shares). Avant! common shares no longer trade on the NASDAQ Stock Market. In connection with the merger, Synopsys issued approximately 14.5 million common shares to former Avant! stockholders and reserved approximately 2.3 million common shares for issuance in connection with stock options assumed in the transaction. "With the Avant! acquisition now complete, we are prepared to further accelerate the pace of innovation within Synopsys and within our customer base," said Aart de Geus, chairman and CEO, Synopsys, Inc. "Our strong Q2 results, combined with the record revenue and earnings announced by Avant! in their most recent quarter, are an indicator of the strong product and financial momentum of the combined company." Avant! stockholders who held their shares directly will receive notice in the mail describing the process for exchanging their Avant! common share certificates for Synopsys common shares. Avant! stockholders whose shares are held through intermediaries such as banks or brokers will receive information about their holdings from those institutions. Forward Looking Statements The second paragraph of this press release contains 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: slower than assumed growth in research and development spending by semiconductor companies, continued or increased weakness in the semiconductor or electronic systems industries; difficulties encountered in the integration of Avant!'s products and operations into Synopsys, 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' registration statement on Form S-4 filed with the Securities and Exchange Commission on May 2, 2002 (pp. 15-19), and its report on Form 10-Q filed with the SEC 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. 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. ### Synopsys is a registered trademark of Synopsys, Inc. All other trademarks mentioned in this release are the intellectual property of their respective owners. -----END PRIVACY-ENHANCED MESSAGE-----