SC TO-I/A

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As filed with the Securities and Exchange Commission on June 14, 2005

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO-I
(Amendment No. 3)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

SYNOPSYS, INC.
(Name of Subject Company—Issuer and Filing Person—Offeror)

OPTIONS TO PURCHASE COMMON STOCK,
par value $0.01 per share
(Title of Class of Securities)

871607 10 7
(CUSIP Number of Class of Securities)

Aart J. de Geus
Chief Executive Officer
SYNOPSYS, INC.
700 E. Middlefield Road
Mountain View, California 94043
Telephone: (650) 584-5000
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of Filing Person)

Copies to:

Rex S. Jackson, Esq.
Chris Sadeghian, Esq.
SYNOPSYS, INC.
700 E. Middlefield Road
Mountain View, California 94043
Telephone: (650) 584-5000 Timothy J. Moore, Esq.
John T. McKenna, Esq.
COOLEY GODWARD LLP
Five Palo Alto Square, 3000 El Camino Real
Palo Alto, California 94306-2155
Telephone: (650) 843-5000

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$32,952,202	$3,878.47

*

Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 8,514,781 shares of Common Stock of Synopsys, Inc., par value $0.01 per share ("Common Stock"), having an aggregate value of $32,952,202 will be exchanged pursuant to this offer. The aggregate value is calculated based upon the Black-Scholes option pricing model as of March 1, 2005.

**

$117.70 per $1,000,000 of the aggregate offering amount (or .0001170 of the aggregate transaction valuation), pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended by Fee Advisory #6 for Fiscal Year 2005, effective December 13, 2004. The filing fee was previously paid with the Schedule TO filed with the Securities and Exchange Commission on May 25, 2005.

o

Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

Amount Previously Paid: Not applicable.	Filing Party: Not applicable.
Form or Registration No.: Not applicable.	Date Filed: Not applicable.

o

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

o

Third-party tender offer subject to Rule 14d-1.



ý

Issuer tender offer subject to Rule 13e-4.



o

Going-private transaction subject to Rule 13e-3.



o

Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  o

SCHEDULE TO

(AMENDMENT NO. 3)

        This Amendment No. 3 to Schedule TO amends and supplements the Offer to Exchange Outstanding Options To Purchase Common Stock on Schedule TO (the "Offer to Exchange") filed with the Securities and Exchange Commission on May 25, 2005, in connection with Synopsys, Inc.'s (the "Company") offer to exchange all stock options to purchase shares of the Company's common stock, par value $0.01 per share, with exercise prices greater than $25.00 per share currently outstanding under all of the Company's stock option plans, for a lesser number of options to be granted under the Company's 1998 Nonstatutory Stock Option Plan, upon the terms and conditions set forth in the Offer to Exchange.

2

ITEM 12. EXHIBITS.

Exhibit Number	Description
99.(a)(1)(A)*	Offer to Exchange Outstanding Options to Purchase Common Stock, dated May 25, 2005.
99.(a)(1)(B)*	Summary of Terms of Offer to Exchange Outstanding Options to Purchase Common Stock.
99.(a)(1)(C)*	Form of Electronic Transmittal Letter.
99.(a)(1)(D)*	Form of Handwritten Transmittal Letter.
99.(a)(1)(E)*	Mellon Investor Services LLC Form of Stock Option Exchange Election Electronic Log-In Pages.
99.(a)(1)(F)*	Form of Handwritten Stock Option Exchange Election Form.
99.(a)(1)(G)*	Form of Handwritten Change of Election Form.
99.(a)(1)(H)*	Instructions for Using the Value Exchange Matrix.
99.(a)(1)(I)*	Value Exchange Matrix.
99.(a)(1)(J)*	PowerPoint presentation to employees entitled "Synopsys Stock Option Exchange Program."
99.(a)(1)(K)**	Synopsys, Inc.'s Preliminary Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 30, 2005, and incorporated herein by reference.
99.(a)(1)(L)**	Text of message to Synopsys employees from Aart J. de Geus, Chief Executive Officer of Synopsys, posted on Synopsys' intranet on March 30, 2005.
99.(a)(1)(M)**	Employee Frequently Asked Questions (FAQ), dated March 30, 2005.
99.(a)(1)(N)***	Synopsys, Inc.'s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 19, 2005, and incorporated herein by reference.
99.(a)(1)(O)***	Text of message to Synopsys employees from Aart J. de Geus, Chief Executive Officer of Synopsys, posted on Synopsys' intranet on April 19, 2005.
99.(a)(1)(P)***	Text of an email message to Synopsys managers, dated April 19, 2005.
99.(a)(1)(Q)***	Employee Frequently Asked Questions (FAQ), dated April 19, 2005.
99.(a)(1)(R)****	Text of message to Synopsys employees from Aart J. de Geus, Chief Executive Officer of Synopsys, posted on Synopsys' intranet on May 23, 2005.
99.(a)(1)(S)****	Text of an email message to Synopsys managers from Jan Collinson, dated May 23, 2005.
99.(a)(1)(T)****	Text of an article posted on Synopsys' intranet on May 23, 2005 entitled "Employee Stock Option Exchange Program Approved."
99.(a)(1)(U)	Synopsys, Inc.'s Annual Report on Form 10-K for its fiscal year ended October 31, 2004, filed with the Securities and Exchange Commission on January 12, 2005, and incorporated herein by reference.

3

99.(a)(1)(V)	Synopsys, Inc.'s Quarterly Report on Form 10-Q for its fiscal quarter ended January 31, 2005, filed with the Securities and Exchange Commission on March 10, 2005, and incorporated herein by reference.
99.(a)(1)(W)	Synopsys, Inc.'s Quarterly Report on Form 10-Q for its fiscal quarter ended April 30, 2005, filed with the Securities and Exchange Commission on June 2, 2005, and incorporated herein by reference.
99.(a)(1)(X)*****	Form of Electronic Reminder Notice.
99.(a)(1)(Y)******	Text of an article posted on Synopsys' intranet on June 8, 2005 entitled "Employee Stock Option Exchange Program Scheduled to Close on Wednesday, June 22, 2005."
99.(a)(1)(Z)	Text of an article posted on Synopsys' intranet on June 14, 2005 entitled "Last Chance: Employee Stock Option Exchange Program Scheduled to Close on Wednesday, June 22, 2005."
99.(a)(1)(a)(a)	Form of Electronic Reminder Notice of Amendment to the Offer to Exchange and Summary of Terms.
99.(a)(1)(b)(b)	Amendment to Offer to Exchange.
99.(a)(1)(c)(c)	Amendment to Summary of Terms.
99.(b)	Not applicable.
99.(d)(1)	Synopsys' 1992 Stock Option Plan, as amended, (incorporated herein by reference to the indicated exhibit in its Registration Statement on Form S-8 (No. 333-77597), filed with the Securities and Exchange Commission on May 3, 1999.
99.(d)(2)	Synopsys' 1998 Nonstatutory Stock Option Plan, as amended, (incorporated herein by reference to the indicated exhibit in its Registration Statement on Form S-8 (No. 333-50947), filed with the Securities and Exchange Commission on April 4, 1998.
99.(g)	Not applicable.
99.(h)	Not applicable.

*

Previously filed with the Schedule TO filed with the Securities and Exchange Commission on May 25, 2005, and incorporated herein by reference.

**

Previously filed with the Preliminary Communications on Schedule TO filed with the Securities and Exchange Commission on March 30, 2005, and incorporated herein by reference.

***

Previously filed with the Preliminary Communications on Schedule TO filed with the Securities and Exchange Commission on April 19, 2005, and incorporated herein by reference.

****

Previously filed with the Preliminary Communications on Schedule TO filed with the Securities and Exchange Commission on May 23, 2005, and incorporated herein by reference.

*****

Previously filed with Amendment No. 1 to the Schedule TO filed with the Securities and Exchange Commission on June 6, 2005, and incorporated herein by reference.

******

Previously filed with Amendment No. 2 to the Schedule TO filed with the Securities and Exchange Commission on June 8, 2005, and incorporated herein by reference.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

        Not applicable.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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SCHEDULE TO

(AMENDMENT NO. 3)

SIGNATURE

        After due 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: June 14, 2005

SYNOPSYS, INC.
By:	/s/  REX S. JACKSON
Name:	Rex S. Jackson
Title:	Acting Chief Financial Officer, Senior Vice President and General Counsel

5

INDEX OF EXHIBITS

Exhibit Number	Description
99.(a)(1)(A)*	Offer to Exchange Outstanding Options to Purchase Common Stock, dated May 25, 2005.
99.(a)(1)(B)*	Summary of Terms of Offer to Exchange Outstanding Options to Purchase Common Stock.
99.(a)(1)(C)*	Form of Electronic Transmittal Letter.
99.(a)(1)(D)*	Form of Handwritten Transmittal Letter.
99.(a)(1)(E)*	Mellon Investor Services LLC Form of Stock Option Exchange Election Electronic Log-In Pages.
99.(a)(1)(F)*	Form of Hard Copy Stock Option Exchange Election Form.
99.(a)(1)(G)*	Form of Hard Copy Change of Election Form.
99.(a)(1)(H)*	Instructions for Using the Value Exchange Matrix.
99.(a)(1)(I)*	Value Exchange Matrix.
99.(a)(1)(J)*	PowerPoint presentation to employees entitled "Synopsys Stock Option Exchange Program."
99.(a)(1)(K)**	Synopsys, Inc.'s Preliminary Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 30, 2005, and incorporated herein by reference.
99.(a)(1)(L)**	Text of message to Synopsys employees from Aart J. de Geus, Chief Executive Officer of Synopsys, posted on Synopsys' intranet on March 30, 2005.
99.(a)(1)(M)**	Employee Frequently Asked Questions (FAQ), dated March 30, 2005.
99.(a)(1)(N)***	Synopsys, Inc.'s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 19, 2005, and incorporated herein by reference.
99.(a)(1)(O)***	Text of message to Synopsys employees from Aart J. de Geus, Chief Executive Officer of Synopsys, posted on Synopsys' intranet on April 19, 2005.
99.(a)(1)(P)***	Text of an email message to Synopsys managers, dated April 19, 2005.
99.(a)(1)(Q)***	Employee Frequently Asked Questions (FAQ), dated April 19, 2005.
99.(a)(1)(R)****	Text of message to Synopsys employees from Aart J. de Geus, Chief Executive Officer of Synopsys, posted on Synopsys' intranet on May 23, 2005.
99.(a)(1)(S)****	Text of an email message to Synopsys managers from Jan Collinson, dated May 23, 2005.
99.(a)(1)(T)****	Text of an article posted on Synopsys' intranet on May 23, 2005 entitled "Employee Stock Option Exchange Program Approved."
99.(a)(1)(U)	Synopsys, Inc.'s Annual Report on Form 10-K for its fiscal year ended October 31, 2004, filed with the Securities and Exchange Commission on January 12, 2005, and incorporated herein by reference.

6

99.(a)(1)(V)	Synopsys, Inc.'s Quarterly Report on Form 10-Q for its fiscal quarter ended January 31, 2005, filed with the Securities and Exchange Commission on March 10, 2005, and incorporated herein by reference.
99.(a)(1)(W)	Synopsys, Inc.'s Quarterly Report on Form 10-Q for its fiscal quarter ended April 30, 2005, filed with the Securities and Exchange Commission on June 2, 2005, and incorporated herein by reference.
99.(a)(1)(X)*****	Form of Electronic Reminder Notice.
99.(a)(1)(Y)******	Text of an article posted on Synopsys' intranet on June 8, 2005 entitled "Employee Stock Option Exchange Program Scheduled to Close on Wednesday, June 22, 2005."
99.(a)(1)(Z)	Text of an article posted on Synopsys' intranet on June 14, 2005 entitled "Last Chance: Employee Stock Option Exchange Program Scheduled to Close on Wednesday, June 22, 2005."
99.(a)(1)(a)(a)	Form of Electronic Reminder Notice of Amendment to the Offer to Exchange and Summary of Terms.
99.(a)(1)(b)(b)	Amendment to Offer to Exchange.
99.(a)(1)(c)(c)	Amendment to Summary of Terms.
99.(b)	Not applicable.
99.(d)(1)	Synopsys' 1992 Stock Option Plan, as amended, (incorporated herein by reference to the indicated exhibit in its Registration Statement on Form S-8 (No. 333-77597), filed with the Securities and Exchange Commission on May 3, 1999.
99.(d)(2)	Synopsys' 1998 Nonstatutory Stock Option Plan, as amended, (incorporated herein by reference to the indicated exhibit in its Registration Statement on Form S-8 (No. 333-50947), filed with the Securities and Exchange Commission on April 4, 1998.
99.(g)	Not applicable.
99.(h)	Not applicable.

*

Previously filed with the Schedule TO filed with the Securities and Exchange Commission on May 25, 2005, and incorporated herein by reference.

**

Previously filed with the Preliminary Communications on Schedule TO filed with the Securities and Exchange Commission on March 30, 2005, and incorporated herein by reference.

***

Previously filed with the Preliminary Communications on Schedule TO filed with the Securities and Exchange Commission on April 19, 2005, and incorporated herein by reference.

****

Previously filed with the Preliminary Communications on Schedule TO filed with the Securities and Exchange Commission on May 23, 2005, and incorporated herein by reference.

*****

Previously filed with Amendment No. 1 to the Schedule TO filed with the Securities and Exchange Commission on June 6, 2005, and incorporated herein by reference.

******

Previously filed with Amendment No. 2 to the Schedule TO filed with the Securities and Exchange Commission on June 8, 2005, and incorporated herein by reference.

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SCHEDULE TO (AMENDMENT NO. 3)

ITEM 12. EXHIBITS.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

SIGNATURE
INDEX OF EXHIBITS

EX-99.(A)(1)(Z)

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Exhibit 99.(a)(1)(Z)

SynopsysWorld Home Page:

Last Chance: Employee Stock

Option Exchange Program

Scheduled to Close on Wednesday, June 22, 2005

Only nine (9) calendar days remain until the Synopsys Employee Stock Option Exchange Program expires. This Program will close at 11:59 p.m. Eastern Daylight Time on Wednesday, June 22, 2005. No elections or changes will be accepted beyond this date and time. >>Go to article

Full Article:

Last Chance: Employee Stock Option Exchange Program

Scheduled to Close on Wednesday, June 22, 2005

Only nine (9) calendar days remain until the Synopsys Employee Stock Option Exchange Program expires. This Program will close at 11:59 p.m. Eastern Daylight Time on Wednesday, June 22, 2005. No elections or changes will be accepted after this date and time. To date, over 45% of eligible employees have made an election.

If you have options that are eligible for exchange and wish to accept Synopsys' offer to exchange your eligible options for new options as provided in the Program, you must complete and submit an online election form on or before 11:59 p.m. Eastern Daylight Time on Wednesday, June 22, 2005.

If you are mailing in your election, your election form must be received by Mellon on or before 11:59 p.m. Eastern Daylight Time on Wednesday, June 22, 2005.

Eligible employees should have already received an email from Mellon Investor Services, which is administering the Program on our behalf, containing a Personal Identification Number (PIN) and instructions on how to access the Program website and make elections. If you have not received your email and PIN or have any questions, please contact Mellon directly for assistance as follows:

Customer Service Representatives are available Monday through Friday
From 9:00 a.m. to 7:00 p.m., Eastern Daylight Time
1-866-210-7111 (Calls placed from within the United States)
1-201-329-8206 (Calls placed from International locations)
Mellon Investor Services

Until the expiration date, you can change your election at any time. However, all decisions must be submitted and finalized on or before 11:59 p.m. Eastern Daylight Time on Wednesday, June 22, 2005.

Again, we encourage you to review the material on the Mellon website and then decide what the best course of action for you is. However, due to SEC regulations, we are unable to provide additional information beyond that which is filed with the SEC and available on Mellon's website.

###

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Exhibit 99.(a)(1)(Z)

EX-99.(A)(1)(A)(A)

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Exhibit 99.(a)(1)(a)(a)

June 14, 2005

To Eligible Employees:

For Legal Notification Purposes—Amendment to the Offer to Exchange and Summary of Terms

In response to comments from the U.S. Securities and Exchange Commission, we have amended the (1) Offer to Exchange and (2) Summary of Terms relating to the pending Employee Option Exchange Program.

Both of these documents have been posted to Mellon Investor Services' website at https://www.corporate-action.net/synopsys.

In addition, the amendments do not alter any of the terms of the Offer to Exchange.

As a reminder, only nine (9) calendar days remain until the Synopsys Employee Stock Option Exchange Program expires. The deadline to make or change your election is 11:59 p.m. Eastern Daylight Time on Wednesday, June 22, 2005.

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Exhibit 99.(a)(1)(a)(a)

EX-99.(A)(1)(B)(B)

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Exhibit 99.(a)(1)(b)(b)

AMENDMENT TO THE OFFER TO EXCHANGE
OUTSTANDING OPTIONS TO PURCHASE COMMON STOCK

The Offer is hereby amended and supplemented as follows:

1.     The first sentence of fifth paragraph of the Offer is amended to read, in its entirety, as follows:

        "As an example, if you elect to exchange an Eligible Option representing the right to purchase 125 shares of common stock, with an exercise price of $25.00 per share, you will receive on the Grant Date a New Option representing the right to purchase 78 shares of common stock (125 divided by 1.6)."

2.     The question and the first paragraph of the response to Question 4 of the Summary of Terms is amended to read, in its entirety, as follows:

        "What if my employment at Synopsys ends between the Expiration Date of this Offer and the Grant Date?

        If you surrender your Eligible Options for exchange you must remain an employee through the Grant Date to receive the New Options. In addition, if you are not an employee on the Grant Date of the New Options, you will not have a right to the Eligible Options that you surrendered for exchange. (See Section 1 of the Offer to Exchange.) It is anticipated that the New Options will be granted on June 23, 2005, one day following the close of the Offer."

3.     The response to Question 20 of the Summary of Terms is amended to read, in its entirety, as follows:

        "The New Options will be granted on the Grant Date, which is currently anticipated to be June 23, 2005, although for administrative processing reasons, you may not receive notice of your new stock option grant for up to three weeks following the Grant Date (See Section 5 of the Offer to Exchange). Promptly following the Expiration Date, we will confirm that your election to exchange your Eligible Options has been duly made and recorded. The Board of Directors retains the discretion to determine the Grant Date. (See Section 1 of the Offer to Exchange.)"

4.     The eighth paragraph of Section 1 of the Offer is amended to read, in its entirety, as follows:

        "If your employment with Synopsys is terminated for any reason on or before the Grant Date, you will not receive any New Options for your Eligible Options that have been cancelled, nor will Synopsys return any Eligible Options that you have tendered."

5.     The first sentence and the second sentence of the first paragraph of Section 12 of the Offer is amended to read, in its entirety, as follows:

        "The following is a discussion of the material U.S. federal income tax consequences of the exchange of Eligible Options under this Offer. If you are employed outside the United States, you should refer to Appendix B of this Offer to Exchange entitled "A Guide to International Issues" for a discussion of the tax consequences of the exchange of Eligible Options under this Offer in your country."

6.     The first sentence of the last paragraph of Section 12 of the Offer is amended to read, in its entirety, as follows:

        "The above description is a discussion of the material U.S. federal income tax consequences of the exchange of Eligible Options under this Offer."

7.     The "Financial" section of Section 16 of the Offer is amended to read, in its entirety, as follows:

        "Set forth below is a selected summary of certain financial information about Synopsys. The selected financial data is derived from our consolidated financial statements, as filed with the SEC. The selected financial data should be read in conjunction with the consolidated financial statements and notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for the year ended October 31, 2004 and our Quarterly Report on Form 10-Q for the six months ended April 30, 2005. All amounts are in thousands, except per share data.

			For the Year Ended				For the Six Months Ended
			October 31, 2004		October 31, 2003		April 30, 2005		April 30, 2004
							(unaudited)		(unaudited)
Operations
	Revenue		$	1,092,104	$	1,176,983	$	485,643	$	579,868
	Income (loss) before income taxes			91,952		218,989		(38,160)		82,109
	Net income (loss)			74,337		149,724		(19,297)		60,891
	Earnings (loss) per share:
		Basic		0.48		0.99		(0.13)		0.39
		Diluted		0.46		0.95		(0.13)		0.37
Financial Position
	Cash, cash equivalents and short-term investments			579,029		698,357		524,321		613,014
	Working capital			171,878		434,247		23,963		396,594
	Total assets			2,092,187		2,307,353		2,102,297		2,238,473
	Stockholder's equity			1,265,049		1,433,410		1,172,231		1,395,886
	Book value per common share			8.58		9.20		8.16		8.99

RATIO OF EARNINGS TO FIXED CHARGES

		For the Year Ended				For the Six Months Ended
		October 31, 2004		October 31, 2003		April 30, 2005			April 30, 2004
						(unaudited)			(unaudited)
		(all amounts in thousands except ratio of earnings to fixed charges)
Earnings
	Income (loss) before income taxes	$	91,592	$	218,989	$	(38,160	)	$	82,109
	Add: Fixed charges		1,460		1,643		797			446
Fixed Charges
	Interest expense		678		1,643		192			287
	Issuance costs		782		0		605			159
Ratio of earnings to fixed charges			64		134		(47	)(1)		185

        (1)   The ratio of earnings to fixed charges for the six months ended April 30, 2005 is negative due to Synopsys' net loss for such period. The amount of the deficiency for the six months ended April 30, 2005 was $(37,363)."

8.     Section 17 of the Offer is hereby amended to read, in its entirety, as follows:

        "Our risk factors can be found in Part I, Item 2 of our Quarterly Report on Form 10-Q for the period ended April 30, 2005 filed with the SEC on June 2, 2005 entitled "Factors That May Affect Future Results" which discussion is incorporated by reference herein."

9.     Section 18 of the Offer is hereby amended to read as follows:

"(j)

our Quarterly Report on Form 10-Q for our fiscal quarter ended April 30, 2005, filed with the SEC on June 2, 2005; and



(k)

our Amendment No. 1 to Schedule TO filed with the SEC on June 6, 2005;



(l)

our Amendment No. 2 to Schedule TO filed with the SEC on June 8, 2005;



(m)

all other reports filed by us pursuant to Section 13(a) or 15(d) of the Exchange Act since October 31, 2004, including the materials incorporated by reference therein; and



(n)

the description of our common stock in our Registration Statement on Form 8-A, filed with the SEC on January 24, 1992, including any amendments or reports filed for the purpose of updating such description."

All other parts of Section 18 remain the same.

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Exhibit 99.(a)(1)(b)(b)

AMENDMENT TO THE OFFER TO EXCHANGE OUTSTANDING OPTIONS TO PURCHASE COMMON STOCK

EX-99.(A)(1)(C)(C)

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Exhibit 99.(a)(1)(c)(c)

AMENDMENT TO THE SUMMARY OF TERMS OF THE OFFER
TO EXCHANGE OUTSTANDING OPTIONS TO PURCHASE COMMON STOCK

The Summary of Terms is hereby amended and supplemented as follows:

1.     The question and the first paragraph of the response to Question 4 of the Summary of Terms is amended to read, in its entirety, as follows:

        "What if my employment at Synopsys ends between the Expiration Date of this Offer and the Grant Date?

        If you surrender your Eligible Options for exchange you must remain an employee through the Grant Date to receive the New Options. In addition, if you are not an employee on the Grant Date of the New Options, you will not have a right to the Eligible Options that you surrendered for exchange. (See Section 1 of the Offer to Exchange.) It is anticipated that the New Options will be granted on June 23, 2005, one day following the close of the Offer."

2.     The response to Question 20 of the Summary of Terms is amended to read, in its entirety, as follows:

        "The New Options will be granted on the Grant Date, which is currently anticipated to be June 23, 2005, although for administrative processing reasons, you may not receive notice of your new stock option grant for up to three weeks following the Grant Date (See Section 5 of the Offer to Exchange). Promptly following the Expiration Date, we will confirm that your election to exchange your Eligible Options has been duly made and recorded. The Board of Directors retains the discretion to determine the Grant Date. (See Section 1 of the Offer to Exchange.)"

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Exhibit 99.(a)(1)(c)(c)

AMENDMENT TO THE SUMMARY OF TERMS OF THE OFFER TO EXCHANGE OUTSTANDING OPTIONS TO PURCHASE COMMON STOCK