-----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, S+kiOHH0nGgi+Do6Yl4NBqR7DjiIJtKUnD8cQohK17fx0Q1MglsUmoYHj+e2kL9e +abzUMT9D3ST49lOsfOq+w== /in/edgar/work/20000901/0001095811-00-003166/0001095811-00-003166.txt : 20000922 0001095811-00-003166.hdr.sgml : 20000922 ACCESSION NUMBER: 0001095811-00-003166 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20000901 EFFECTIVENESS DATE: 20000901 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNOPSYS INC CENTRAL INDEX KEY: 0000883241 STANDARD INDUSTRIAL CLASSIFICATION: [7372 ] IRS NUMBER: 561546236 STATE OF INCORPORATION: DE FISCAL YEAR END: 1028 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-45056 FILM NUMBER: 715706 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 S-8 1 f65183s-8.txt FORM S-8 1 As filed with the Securities and Exchange Commission on September 1, 2000 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 (IRS Employer Identification No.) of incorporation or organization)
700 EAST MIDDLEFIELD ROAD MOUNTAIN VIEW, CALIFORNIA 94043 (Address of principal executive offices) (Zip Code) ---------------------- THE SILICON GROUP, INC. NONSTATUTORY STOCK OPTION PLAN SYNOPSYS, INC. 1998 NONSTATUTORY STOCK OPTION PLAN (Full title of the Plans) ---------------------- AART J. DE GEUS CHIEF EXECUTIVE OFFICER SYNOPSYS, INC. 700 EAST MIDDLEFIED ROAD MOUNTAIN VIEW, CALIFORNIA 94043 (Name and address of agent for service) (650) 962-5000 (Telephone number, including area code, of agent for service) ---------------------- CALCULATION OF REGISTRATION FEE
============================================================================================================================== Proposed Maximum Proposed Maximum Amount of Title of Securities Amount to be Offering Price Aggregate Registration to be Registered Registered(1) per Share(2) Offering Price(2) Fee - ------------------- ------------- ---------------- ----------------- ------------ Common Stock, $0.01 par value, to be issued under: The Silicon Group, Inc. Nonstatutory Stock Option Plan 33,985 shares $ 0.11 $ 3,738.35 $ 0.99 Synopsys 1998 Nonstatutory Stock Option Plan 5,800,000 shares $36.4375 $211,337,500.00 $55,793.10 Total: 5,833,985 shares -- $211,341,238.35 $55,794.09 ==============================================================================================================================
(1) Pursuant to Rule 429 under the Securities Act of 1933, as amended (the "Securities Act"), the prospectus relating hereto also relates to shares registered under Form S-8 Registration Statements 333-90643, 333-84279, 333-77597, 333-50947 and 333-38810 . This Registration Statement shall also cover any additional shares of Registrant's Common Stock which become issuable under The Silicon Group, Inc. Nonstatutory Stock Option Plan and Synopsys 1998 Nonstatutory Stock Option Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant's receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. (2) Calculated solely for purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended (the "1933 Act"). The estimated exercise price was computed in accordance with Rule 457(c) based upon the average of the high and low prices of the Company's Common Stock as reported on The Nasdaq National Market on August 30, 2000. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference Synopsys, Inc. (the "Registrant") hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "Commission"): (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 1999 filed with the Commission on December 23, 1999, pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the "1934 Act"); (b) The Registrant's Quarterly Reports on Form 10-Q filed with the Commission on March 14, 2000 and June 13, 2000 for the periods ending January 29, 2000 and April 29, 2000, respectively; (c) The Registrant's Current Reports on Form 8-K filed with the Commission on February 18, 2000 and May 19, 2000; (d) The Registrant's Registration Statement on Form 8-A, filed with Commission on January 24, 1992, pursuant to Section 12(g) of the 1934 Act, in which there is described the terms, rights and provisions applicable to the Registrant's Common Stock; and (e) The Registrant's Registration Statement on Form 8-A, filed with the Commission on October 31, 1997, pursuant to Section 12(g) of the 1934 Act, and as amended on Form 8-A/A on December 13, 1999 and April 10, 2000 in which there is described the terms, rights and provisions applicable to the Registrant's Preferred Share Purchase Rights. All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 4. Description of Securities The class of securities to be offered is registered under Section 12 of the Exchange Act. Item 5. Interests of Named Experts and Counsel Not Applicable. Item 6. Indemnification of Directors and Officers Section 145 of the Delaware General Corporation Law permits a corporation to include in its charter documents, and in agreements between the corporation and its directors and officers, provisions expanding the scope of indemnification beyond that specifically provided by the current law. Article X of the Registrant's Restated Certificate of Incorporation provides for the indemnification of directors to the fullest extent permissible under Delaware Law. II-1 3 Article VII of the Registrant's Bylaws provides for the indemnification of officers, directors and third parties to the fullest extent permissible under Delaware Law, which provisions are deemed to be a contract between the Registrant and each director and officer who serves in such capacity while such bylaw is in effect. The Registrant has entered into indemnification agreements with its directors and executive officers, in addition to the indemnification provided for in the Registrant's Bylaws, and intends to enter into indemnification agreements with any new directors and executive officers in the future. The Registrant has also obtained liability insurance for the benefit of its directors and officers. Item 7. Exemption from Registration Claimed Not Applicable. Item 8. Exhibits
Exhibit Number Exhibit - -------------- ------- Instruments Defining the Rights of Stockholders. Reference is made to the Registrant's Registration Statements on Form 8-A, including the exhibits thereto, incorporated herein by reference pursuant to Items 3(d) and 3(e) of this Registration Statement. 5.1 Opinion of Counsel. 10.1 1998 Nonstatutory Stock Option Plan* 10.2 The Silicon Group, Inc. Nonstatutory Stock Option Plan. 10.3 Form of The Silicon Group, Inc. Stock Option Agreement. 10.4 Form of Notice of Assumption of Stock Options for The Silicon Group, Inc. 23.1 Consent of KPMG LLP, Independent Auditors. 23.2 Consent of Counsel is contained in Exhibit 5.1. 24.1 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
- -------------------------------- * Incorporated by reference to exhibit to the Registrant's Registration Statement of Form S-8 (File No. 333-90643) as filed with the Securities and Exchange Commission on November 9, 1999. 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, as amended (the "1933 Act"), (ii) to reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if 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 1934 Act that are incorporated by reference into this Registration Statement; (2) that for the purpose of determining any liability under the 1933 Act 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; and (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 1933 Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) II-2 4 of the 1934 Act that is incorporated by reference into this Registration Statement 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. C. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final adjudication of such issue. SIGNATURES 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 this first day of September, 2000. SYNOPSYS, INC. By: /s/ AART J. DE GEUS ------------------------------------- Aart J. de Geus Chief Executive Officer II-3 5 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Aart J. de Geus and Robert B. Henske, and each of them, as such person's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file 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 such person 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 or her substitutes, may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities 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 GEUS Chief Executive Officer September 1, 2000 - --------------------------------- (Principal Executive Officer) and Aart J. de Geus Chairman of the Board of Directors /s/ CHI-FOON CHAN President, Chief Operating Officer September 1, 2000 - --------------------------------- and Director Chi-Foon Chan /s/ ROBERT B. HENSKE Chief Financial Officer September 1, 2000 - --------------------------------- (Principal Financial Officer) Robert B. Henske /s/ RICHARD ROWLEY Corporate Controller September 1, 2000 - --------------------------------- (Principal Accounting Officer) Richard Rowley /s/ ANDY D. BRYANT Director September 1, 2000 - --------------------------------- Andy D. Bryant /s/ DEBORAH A. COLEMAN Director September 1, 2000 - --------------------------------- Deborah A. Coleman
II-4 6
Signature Title Date - --------- ----- ---- /s/ HARVEY C. JONES, JR. Director September 1, 2000 - --------------------------------- Harvey C. Jones, Jr. /s/ WILLIAM W. LATTIN Director September 1, 2000 - --------------------------------- William W. Lattin /s/ A. RICHARD NEWTON Director September 1, 2000 - --------------------------------- A. Richard Newton /s/ SASSON SOMEKH Director September 1, 2000 - --------------------------------- Sasson Somekh /s/ STEVEN C. WALSKE Director September 1, 2000 - --------------------------------- Steven C. Walske
II-5 7 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 EXHIBITS TO FORM S-8 UNDER SECURITIES ACT OF 1933 SYNOPSYS, INC. 8 EXHIBIT INDEX
Exhibit Number Exhibit - -------------- ------- 5.1 Opinion of Counsel. 10.1 1998 Nonstatutory Stock Option Plan* 10.2 The Silicon Group, Inc. Nonstatutory Stock Option Plan. 10.3 Form of The Silicon Group, Inc. Stock Option Agreement. 10.4 Form of Notice of Assumption of Stock Options for The Silicon Group, Inc. 23.1 Consent of KPMG LLP, Independent Auditors. 23.2 Consent of Counsel is contained in Exhibit 5.1. 24.1 Power of Attorney. Reference is made to page II-4 of this Registration Statement.
- -------------------------------- * Incorporated by reference to exhibit to the Registrant's Registration Statement of Form S-8 (File No. 333-90643) as filed with the Securities and Exchange Commission on November 9, 1999. EX-5.1 2 f65183ex5-1.txt EXHIBIT 5.1 1 EXHIBIT 5 OPINION AND CONSENT OF COUNSEL September 1, 2000 Synopsys, Inc. 700 East Middlefield Road Mountain View, CA 94043 Re: Synopsys, Inc. - Registration Statement on Form S-8 Ladies and Gentlemen: I have acted as counsel to Synopsys, Inc., a Delaware corporation (the "Company"), in connection with the registration on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, of (i) 33,985 shares of the Company's common stock reserved for issuance under The Silicon Group, Inc. Nonstatutory Stock Option Plan as assumed by the Company (the "TSG Plan") and (ii) 5,800,000 shares of the Company's common stock reserved for issuance under the Company's 1998 Nonstatutory Stock Option Plan (the "1998 Plan") (the shares described in this paragraph are hereinafter collectively referred to as the "Shares"). This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K. I have reviewed the Company's charter documents and the corporate proceedings taken by the Company with respect to (i) the assumption of the TSG Plan and the options outstanding thereunder in connection with the Company's acquisition of The Silicon Group, Inc. and (ii) the issuance of shares under the Company's 1998 Plan. Based on such review, I am of the opinion that if, as and when the Shares are issued and sold (and the consideration therefor received) pursuant to the provisions of the TSG Plan and the 1998 Plan and the option agreements pertaining thereto, such Shares will be duly authorized, legally issued, fully paid and nonassessable. I consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. This opinion letter is rendered as of the date first written above and I disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to my attention and which may alter, affect or modify the opinion expressed herein. My opinion is expressly limited to the matters set forth above and I render no opinion, whether by implication or otherwise, as to any other matters relating to the Company, the TSG Plan, the 1998 Plan or the Shares. Very truly yours, Christopher K. Sadeghian EX-10.2 3 f65183ex10-2.txt EXHIBIT 10.2 1 EXHIBIT 10.2 THE SILICON GROUP, INC. NONSTATUTORY STOCK OPTION PLAN 1. Purpose of the Plan. The purposes of this Nonstatutory Stock Option Plan are to promote the interests of the Company by providing Employees and Consultants of the Company with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Company as an incentive for them to remain in the service of the Company. 2. Definitions. As used herein, the following definitions shall apply: "Board" shall mean the Board of Directors of the Company. "Code" shall mean the Internal Revenue Code of 1986, as amended. "Common Stock" shall mean the common stock of the Company. "Company" shall mean The Silicon Group, Inc., a Texas corporation. "Consultant" shall mean any person who is engaged by the Company to render services and is compensated for such services. "Employee" shall mean any person, including officers and directors, employed by the Company. "Option" shall mean a stock option granted pursuant to the Plan. "Optioned Stock" shall mean the Common Stock subject to an Option. "Optionee" shall mean an Employee or Consultant who receives an Option. "Plan" shall mean this Nonstatutory Stock Option Plan. "Stock Option Agreement" shall mean a Stock Option Agreement, pursuant to which Options are granted under the Plan. "Share" shall mean a share of the Common Stock, as adjusted in accordance with Section 11 of the Plan. 3. Stock Subject to the Plan. Subject to the provisions of Section 11 of the Plan, the maximum aggregate number of shares which may be optioned and sold under the Plan is 3,694,836 shares of Common Stock. The Shares may be authorized, but unissued, or reacquired Common Stock. If an Option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for future grant under the Plan. 4. Administration of the Plan. (a) Procedure. The Plan shall be administered by the Board. (b) Powers of the Board. Subject to the provisions of the Plan, the Board shall have the authority, in its discretion: (i) to grant stock options; (ii) to determine the exercise price per share of Options to be granted; (iii) to determine the Employees or Consultants to whom, and the time or times at which, Options shall be granted and the number of shares to be represented by each Option; (iv) to interpret the Plan; (v) to prescribe, amend and rescind rules and regulations relating to the Plan; (vi) to determine the terms and provisions of each Option granted (which need not be identical) and, with the consent of the holder thereof, modify or amend each Option; (vii) to accelerate or defer (with the consent of the Optionee) the exercise date of any Option; (viii) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Option previously granted by the Board; and (ix) to make all other determinations deemed necessary or advisable for the administration of the Plan. 2 (c) Effect of Board's Decision. All decisions, determinations and interpretations of the Board shall be final and binding on all Optionees and any other holders of any Options granted under the Plan. 5. Eligibility. (a) Options may be granted only to Employees and Consultants. An Employee or Consultant who has been granted an Option may, if he is otherwise eligible, be granted an additional Option or Options. (b) The Plan shall not confer upon any Optionee any right with respect to continuation of employment or consulting relationship with the Company nor shall it interfere in any way with his right or the Company's right to terminate his employment or consulting relationship at any time. 6. Term of Plan. The Plan shall become effective upon its adoption by the Board. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 13 of the Plan. 7. Term of Option. The term of each Option shall be ten (10) years from the date of grant thereof or such shorter term as may be provided in the Stock Option Agreement. 8. Exercise Price and Consideration. (a) The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Board. (b) The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Board and may consist entirely of cash, check, other shares of Common Stock having a fair market value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised, or any combination of such methods of payment, or such other consideration and method of payment for the issuance of Shares to the extent permitted under applicable law. 9. Exercise of Option. (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Board, including performance criteria with respect to the Company or the Optionee, and as shall be permissible under the terms of the Plan. An Option may not be exercised for a fraction of a Share. An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full payment, as authorized by the Board, may consist of a consideration and method of payment allowable under section 8(b) of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of the duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 11 of the Plan. Prior to the time of issuance, the Company shall satisfy its employment tax and other tax withholding obligations by requiring the Optionee to pay the amount of withholding tax, if any, that must be paid under federal, state and local law due to the exercise of the Option, subject to such restrictions or procedures as the Company deems necessary to satisfy Rule 16b-3 of the Exchange Act of 1934, as amended. The payment of such withholding tax may be by certified or official bank check or by the delivery of a number of shares of Common Stock (plus cash if necessary) having a fair market value equal to the amount of such withholding tax. Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. 3 (b) Termination of Status as an Employee or Consultant. If any Employee or Consultant ceases to serve as an Employee or Consultant (as the case may be), then each Option granted to such Optionee and exercisable on the date of such termination shall remain exercisable, and the Optionee may exercise each such Option at any time within six (6) months after the date the Optionee ceases to be an Employee or Consultant (as the case may be) of the Company; provided, however, that if the Optionee is terminated other than for Cause (as defined below) or voluntarily terminates as a result of a Constructive Termination (as defined below), then the exercisability of each Option granted to such Optionee and outstanding under the Plan on such date shall automatically accelerate so that each such Option shall become fully exercisable with respect to the total number of shares of Optioned Stock, and the Optionee may exercise each Option at any time within six (6) months after the date the Optionee ceases to be an Employee or Consultant (as the case may be) of the Company. To the extent that the Optionee does not exercise such Option within the time specified herein, the Option shall terminate. For purposes of this Section 9(b), "Cause" shall mean: (i) any material breach by the Optionee of his fiduciary duties and responsibilities to the Company having a material adverse effect on the business, reputation or operations of the Company; (ii) the Optionee's engagement in acts of embezzlement, dishonesty or moral turpitude having a material adverse effect on the business, reputation or operations of the Company, (iii) the conviction of the Optionee for a felony or (iv) gross negligence, bad faith or the repeated failure of the Optionee to perform his duties and responsibilities to the reasonable satisfaction of the Company. For purposes of this Section 9(b), "Constructive Termination" shall mean, if within 60 days prior to the resignation of the Optionee, any of the following shall have occurred: (i) there shall have been a material reduction in the Optionee's compensation, material benefits, job responsibilities or duties as an employee with the Company or (ii) the Company shall have required as a condition of the Optionee's continued employment that he relocate to a location which is more than 50 miles from the Company's current Austin, Texas office. (c) Disability of Optionee. Notwithstanding the provisions of Section 9(b) above, in the event an Employee or Consultant is unable to continue his employment or consulting relationship (as the case may be) with the Company as a result of his total and permanent disability (as defined in Section 22(e)(3) of the Code), then the exercisability of each Option granted to such Optionee and outstanding under the Plan shall automatically accelerate so that each such Option shall become fully exercisable with respect to the total number of shares of Optioned Stock, and the Optionee may exercise each Option at any time within twelve (12) months from the date of termination. To the extent that the Optionee does not exercise such Option within the time specified herein, the Option shall terminate. (d) Death of Optionee. In the event of the death of an Optionee (i) during the term of the Option who is at the time of his death an Employee or Consultant of the Company or (ii) within six (6) months after the termination of the employment or consulting relationship, then the exercisability of each Option granted to such Optionee and outstanding under the Plan shall automatically accelerate so that each such Option shall become fully exercisable with respect to the total number of shares of Optioned Stock, and the Option may be exercised at any time within twelve (12) months following the date of death by the Optionee's estate or by a person who acquired the right to exercise the Option by bequest or inheritance. 10. Non-Transferability of Options. The Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee, only by the Optionee. 11. Adjustments Upon Changes in Capitalization or Merger. Subject to any required action by the shareholders of the Company, the number of shares of Common Stock covered by each outstanding Option, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of any Option, as well as the price per share of Common Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, 4 shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Option. In the event of the proposed dissolution or liquidation of the Company, the Option will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, declare that any Option shall terminate as of a date fixed by the Board and give each Optionee the right to exercise his Option as to all or any part of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable. In the event of the proposed sale of all or substantially all of the equity securities or assets of the Company, or the merger of the Company with or into another corporation, the Option shall be assumed or an equivalent option shall be substituted by such successor corporation, unless the Board determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, that the Optionee shall have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable. If the Board makes an Option fully exercisable in lieu of assumption or substitution in the event of a merger or sale of securities or assets, the Board shall notify the Optionee that the Option shall be fully exercisable for a period of thirty (30) days from the date of such notice, and the Option will terminate upon the expiration of such period. 12. Time of Granting Options. The date of grant of an Option shall, for all purposes, be the date on which the Board makes the determination granting such Option. Notice of the determination shall be given to each Employee or Consultant to whom an Option is so granted within a reasonable time after the date of such grant. 13. Amendment and Termination of the Plan. The Board may amend or terminate the Plan from time to time in such respects as the Board may deem advisable. Any such amendment or termination of the Plan shall not affect Options already granted and such Options shall remain in full force and effect as if the Plan had not been amended or terminated, unless mutually agreed otherwise between the Optionee and the Board, which agreement must be in writing and signed by the Optionee and the Company. 14. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder, applicable state securities laws, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned relevant provisions of law. 15. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. Inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained. 16. Option Agreement. Options shall be evidenced by written option agreements in such form as the Board shall approve. 17. Information to Optionees. The Company shall provide to each Optionee, during the period for which such Optionee has one or more Options outstanding, copies of all annual reports and other information which are provided to all shareholders of the Company. The Company shall not be required to provide such information if the issuance of Options under the Plan is limited to key employees whose duties in connection with the Company assure their access to equivalent information. 18. CHOICE OF LAW. THE CORPORATE LAW OF THE STATE OF TEXAS WILL GOVERN ALL QUESTIONS CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS 5 SHAREHOLDERS. ALL OTHER QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS PLAN AND THE INSTRUMENTS EVIDENCING OPTIONS WILL BE GOVERNED BY THE INTERNAL LAW, AND NOT THE LAW OF CONFLICTS, OF THE STATE OF TEXAS. IN WITNESS WHEREOF, the Company has caused its duly authorized officer to execute this Plan effective as of the ____ day of ______, 2000. THE SILICON GROUP, INC. By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- EX-10.3 4 f65183ex10-3.txt EXHIBIT 10.3 1 EXHIBIT 10.3 FORM OF THE SILICON GROUP, INC. STOCK OPTION AGREEMENT The Silicon Group, Inc., a Texas corporation (the "COMPANY"), has granted to _______________ (the "OPTIONEE") an option to purchase a total of __________ shares of Common Stock (the "OPTION"), at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the Nonstatutory Stock Option Plan, as such may be amended from time to time (the "PLAN"), adopted by the Company which is incorporated herein by reference. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Plan. 1. Nature of the Option. This Option is intended by the Company and the Optionee to be a nonstatutory stock option, and does not qualify for any special tax benefits to the Optionee. 2. Exercise Price. The exercise price is $__________ for each share of Common Stock (the "EXERCISE PRICE"). 3. Exercise of Option. This Option shall be exercisable during its term in accordance with the provisions of Section 9 of the Plan as follows: a. Right to Exercise. i. [IF NEW OPTION: THE OPTION SHALL BE EXERCISABLE AS TO 1/48TH OF THE TOTAL SHARES COVERED BY SUCH OPTION ON THE LAST DAY OF EACH MONTH FOLLOWING THE DATE OF GRANT (AS HEREINAFTER SET FORTH) AND SHALL BE CUMULATIVE, PROVIDED THAT THE OPTION SHALL VEST WITH REGARD TO THE FIRST THREE MONTHS ON THE LAST DAY OF THE THIRD MONTH FOLLOWING THE DATE OF GRANT.] [IF EXCHANGE OPTION: VESTING SCHEDULE TO CONFORM TO SCHEDULE APPLICABLE TO UNVESTED SHARES. IN EACH CASE, EXACT NUMBERS TO BE INCLUDED.] ii. This Option may not be exercised for a fraction of a share. iii. In the event of Optionee's death, disability or other termination of employment or consulting relationship, the exercisability of the Option is governed by Section 9 of the Plan. b. Method of Exercise. This Option shall be exercisable by written notice to the Company which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the Optionee's investment intent with respect to such shares of Common Stock as may be required by the Company pursuant to the provisions of the Plan. Such written notice shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the Exercise Price. This Option shall be deemed exercised upon receipt by the Company of such written notice accompanied by the Exercise Price. No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law and the requirements of any stock exchange upon which the Shares may then be listed and the payment of withholding tax, if any, has been made in compliance with the terms of the Plan. Assuming such compliance, the Shares shall be considered transferred to the Optionee on the date determined pursuant to the provisions of the Plan. c. Method of Payment. Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of the Board; i. cash; ii. check; or iii. surrender of other Shares of Common Stock of the Company of a value equal to the exercise price of the Shares as to which the Option is being exercised. 2 d. Termination of Status as an Employee or Consultant. If Optionee ceases to serve as an Employee or Consultant, then Section 9 of the Plan shall govern the exercisability of all Options granted to the Optionee. 4. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by such Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 5. Term of Option. This Option may not be exercised more than ten (10) years and one (1) day from the date of grant of this Option, and may be exercised during such term only in accordance with the Plan and the terms of this Option. 6. Taxation Upon Exercise of Option. Optionee understands that, upon exercise of this Option, he will recognize income for tax purposes in an amount equal to the excess of the then fair market value of the shares over the exercise price. The Company will be required to withhold tax from Optionee's current compensation with respect to such income; to the extent that Optionee's current compensation is insufficient to satisfy the withholding tax liability, the Company may require the Optionee to make a cash payment to cover such liability as a condition of exercise of this Option. 7. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, mailed by certified mail (return receipt requested) or sent by overnight delivery service, cable, telegram, facsimile transmission or telex to the parties at the following addresses or at such other addresses as shall be specified by the parties by like notice: a. if to the Company: at its principal executive offices Attn: President b. if to the Optionee: At the Optionee's last known address as listed with the Company Notice so given shall, in the case of notice so given by mail, be deemed to be given and received on the fourth calendar day after posting, in the case of notice so given by overnight delivery service, on the date of actual delivery and, in the case of notice so given by cable, telegram, facsimile transmission, telex or personal delivery, on the date of actual transmission or, as the case may be, personal delivery. 8. Severability. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under any applicable law, then such contravention or invalidity shall not invalidate the entire Agreement. Such provision shall be deemed to be modified to the extent necessary to render it legal, valid and enforceable, and if no such modification shall render it legal, valid and enforceable, then this Agreement shall be construed as if not containing the provision held to be invalid, and the rights and obligations of the parties shall be construed and enforced accordingly. 9. Complete Agreement. This Agreement and the Plan embody the complete agreement and understanding between the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. 10. Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. 11. CHOICE OF LAW. THE CORPORATE LAW OF THE STATE OF TEXAS WILL GOVERN ALL QUESTIONS CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS SHAREHOLDERS. ALL OTHER QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT WILL BE GOVERNED BY THE INTERNAL LAW, AND NOT THE LAW OF CONFLICTS, OF THE STATE OF TEXAS. 3 DATE OF GRANT: -------------------- THE SILICON GROUP, INC. By: ------------------------------------- Name: ----------------------------------- Title: ---------------------------------- Optionee acknowledges receipt of a copy of the Plan and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions set forth in the Plan and in this Stock Option Agreement. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any questions arising under the Plan. Dated: --------------------- ---------------------------------------- Optionee EX-10.4 5 f65183ex10-4.txt EXHIBIT 10.4 1 EXHIBIT 10.4 FORM OF NOTICE OF ASSUMPTION OF STOCK OPTIONS FOR THE SILICON GROUP, INC. TO THE FORMER HOLDERS OF STOCK OPTIONS ISSUED BY THE SILICON GROUP, INC. As you know, The Silicon Group, Inc. ("TSG") was acquired by Synopsys, Inc. on June 29, 2000. As a result of this transaction, Synopsys purchased your outstanding shares of TSG Common Stock and assumed all outstanding stock options to purchase TSG Common Stock held by you. Under the Securities Purchase Agreement between Synopsys and you, your options are treated as follows. First, your options are now exercisable only for Synopsys Common Stock. The number of shares of Synopsys Common Stock subject to your options is calculated by multiplying the number of shares of TSG Common Stock originally subject to your options by .009197, the "exchange ratio" in the acquisition. Second, your per share exercise price has been changed to $0.11 per share, which was calculated by dividing your original exercise price ($0.001 per share) by the exchange ratio. Please note that the aggregate exercise price for your new Synopsys options is the same as the aggregate exercise price for your original TSG options. Except for the number of shares and exercise price, your Synopsys stock options have the same terms and conditions, including vesting schedule, as your original TSG stock options. A summary of your new Synopsys options is attached to this memo. Please countersign one copy of this notice and return it to Shareholder Services, Synopsys Mail Stop US01, C2. Please direct any questions regarding your options to Shareholder Services at 650-584-1964. SYNOPSYS, INC. By: ------------------------------------- Title: Assistant Secretary AGREED AND ACCEPTED: - ------------------------------------- Optionee Name Grant Numbers EX-23.1 6 f65183ex23-1.txt EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Synopsys, Inc. We consent to incorporation herein of our reports dated October 23, 1999, relating to the consolidated balance sheets of Synopsys, Inc. and subsidiaries as of September 30, 1999 and 1998, 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, 1999, and the related consolidated financial statement schedule, which reports appear in the September 30, 1999, annual report on Form 10-K of Synopsys, Inc. KPMG LLP Mountain View, California August 30, 2000 -----END PRIVACY-ENHANCED MESSAGE-----