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

Date of report (Date of earliest event reported): March 1, 2003

Synopsys, Inc.

(Exact Name of Registrant as Specified in Charter)

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

700 East Middlefield Road, Mountain View, California	94043
(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 March 1, 2003, Synopsys, Inc., (“Synopsys”) completed its acquisition of Numerical Technologies, Inc., a Delaware corporation (“Numerical”) through a merger of its wholly owned subsidiary, Neon Acquisition Corporation (“Neon Acquisition”) with and into Numerical (the “Merger”). Synopsys had previously acquired approximately 90.71% of the outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of Numerical, through an offer to purchase by Neon Acquisition all of the outstanding Shares at a purchase price of $7.00 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes (the “Offer”).

In the Merger, each Share not purchased in the Offer, other than Shares for which statutory appraisal rights are properly exercised, was converted into the right to receive the same $7.00 per Share in cash, without interest thereon and less any required withholding taxes, as received by Numerical stockholders in the Offer. As a result, Numerical is now a wholly owned subsidiary of Synopsys. Following the Merger the Shares ceased trading on the Nasdaq Stock Market.

On March 3, 2003, Synopsys issued a press release announcing the completion of the acquisition of Numerical. The press release is attached hereto and filed herewith 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 March 3, 2003.

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: March 4, 2003

SYNOPSYS, INC.
(Registrant)
By:	/s/    REX S. JACKSON
	Name: Rex S. Jackson
	Title:   Vice President and General Counsel

EXHIBIT INDEX

Exhibit 99.1      Press release dated March 3, 2003.

EX-99.1

Exhibit 99.1

	NEWS RELEASE
Editorial Contact:	Investor Contact:
Jodi Warner	Jessica Kourakos
Edelman Public Relations	Synopsys, Inc.
(650) 429-2752	(650) 584-4289
jodi.warner@edelman.com	jessicak@synopsys.com

SYNOPSYS, INC. COMPLETES ACQUISITION OF

NUMERICAL TECHNOLOGIES, INC.

MOUNTAIN VIEW, Calif., March 3, 2003 – Synopsys, Inc. (Nasdaq: SNPS), the world leader in integrated circuit (IC) design software, today announced it has completed its acquisition of Numerical Technologies, Inc. (Nasdaq: NMTC), the world’s leading provider of subwavelength lithography-enabling technology. The combination of Numerical’s lithography-enabling solutions and Synopsys’ industry-leading design solutions will enable Synopsys to further reduce costs and manufacturing risk for its customers as they create smaller, faster and more power-efficient chips.

“Design for manufacturing (DFM) has gained increased attention as the complexity and cost of lithographic masks have skyrocketed. By bringing Numerical’s products and well-respected technologists to Synopsys, we will be able to better address manufacturing issues earlier during the design phase and, in the process, reduce cost and risk for our customers,” said Aart de Geus, chairman and CEO of Synopsys, Inc. “Numerical’s direct adjacency to our traditional business will not only allow us to grow in the rapidly emerging DFM market; it also strengthens our existing physical products and increases the value of our recently announced Galaxy^TM Design Platform.”

Through a tender offer by its wholly owned subsidiary, Neon Acquisition Corporation, Synopsys had previously acquired approximately 90.71% of the outstanding shares of Numerical

common stock for a purchase price of $7.00 per share in cash, without interest. As the final step of the acquisition, Synopsys caused Neon Acquisition to merge with and into Numerical effective March 1, 2003. In the merger, each Numerical share not purchased in the tender offer, other than shares for which statutory appraisal rights are properly exercised, was converted into the right to receive the same $7.00 per share in cash, without interest, as received by Numerical stockholders in the tender offer. As a result, Numerical is now a wholly owned subsidiary of Synopsys.

About Synopsys

Synopsys, Inc., (Nasdaq: SNPS) headquartered in Mountain View, Calif., 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 and Galaxy is a trademark of Synopsys, Inc.