SC TO-I/A

As filed with the Securities and Exchange Commission on April 19, 2007

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Rule 13e-4)

(Amendment No. 2)

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 of Underlying Common Stock)

Aart J. de Geus

Chief Executive Officer

Synopsys, Inc.

700 East Middlefield Road

Mountain View, California 94043

(650) 584-5000

(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing person)

Copies to:

Brian E. Cabrera, Esq.
Christopher K. Sadeghian, Esq.
Synopsys, Inc.
700 East Middlefield Road
Mountain View, California 94043
(650) 584-5000

Timothy J. Moore, Esq.
Brett D. White, Esq.
Cooley Godward Kronish LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, CA 94306-2155
(650) 843-5000

CALCULATION OF FILING FEE

Transaction Valuation*		Amount of Filing Fee**
$	13,426,371	$	412

*Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 4,329,550 shares of common stock of Synopsys, Inc. having a book value of $13,426,371 as of March 9, 2007 will be amended pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model.

**The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $30.70 per million of the aggregate amount of transaction value. The transaction valuation set forth above was calculated for the sole purpose of determining the filing fee, and should not be used for any other purpose.

xCheck the 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:  $412	Filing Party:  Synopsys, Inc.
Form or Registration No.:  005-43334	Date Filed: March 23, 2007;  April 5, 2007

oCheck 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:

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

xIssuer tender offer subject to Rule 13e-4.

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

oAmendment 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: ¨

This Amendment No. 2 to Schedule TO (the “Second Amendment”) amends and supplements the Schedule TO, amended by Amendment No. 1 to Schedule TO, filed with the Securities and Exchange Commission on March 23, 2007 and April 5, 2007, respectively (together, the “Offer”), in connection with the offer by Synopsys, Inc. (the “Company”) to certain option holders to amend certain portions of certain stock options in order to limit the potential adverse personal tax consequences that may apply to these stock options under Section 409A of the Internal Revenue Code of 1986, as amended, and the proposed regulations issued by the U.S. Internal Revenue Service thereunder. The Second Amendment is being filed in order to file as exhibits to the Schedule TO (1) a voicemail message from the Company to Eligible Optionees who have not yet made a participation election, (2) an email reminder to such Eligible Optionees and (3) an email message to all Eligible Optionees (including those who have made an election) regarding the tax consequences of exercises of Eligible Options prior to expiration of the Offer. Except as amended and supplemented hereby, all terms of the Offer and all disclosure set forth in the Schedule TO and the Exhibits thereto remain unchanged.

ITEM 12. EXHIBITS.

Item 12 of the Schedule TO is hereby amended and restated as follows:

Exhibit Number	Description
99.(a)(1)(A)†	Offer to Amend Eligible Options, dated April 4, 2007.
99.(a)(1)(B)*	Form of personalized email announcing commencement of Offer.
99.(a)(1)(C)†	Form of reminder email to Eligible Optionees who have not elected.
99.(a)(1)(D)†	Transcript of Mellon hotline welcome message.
99.(a)(1)(E)†	Form of Mellon welcome screen.
99.(a)(1)(F)†	Form of Election Screen (See Attachment B to Offer to Amend Eligible Options).
99.(a)(1)(G)†	Form of Election Confirmation Screen (see Attachment C to Offer to Amend Eligible Options).
99.(a)(1)(H)†	Form of Election Summary Screen (for changes of election).
99.(a)(1)(I)*	Form of Email: Final Election Confirmation Statement (Post-Expiration Time for Offer Participants) (See Attachment D to Offer to Amend Eligible Options).
99.(a)(1)(J)*	Form of Email: Final Election Confirmation Statement (Post-Expiration Time for Offer Non-Participants) (See Attachment E to Offer to Amend Eligible Options).
99.(a)(1)(K)*	Transcript of voicemail announcement from Brian M. Beattie, Chief Financial Officer, to U.S. employees regarding Offer to Amend read on March 23, 2007.
99.(a)(1)(L)*	Synopsys World Article and Frequently Asked Questions dated March 23, 2007.
99.(a)(1)(M)*	Form of E*Trade option screen message.
99.(a)(1)(N)†	Synopsys, Inc.’s Annual Report on Form 10-K, for its fiscal year ended October 31, 2006, filed with the SEC on January 11, 2007, as amended, and incorporated herein by reference.
99.(a)(1)(O)†	Synopsys, Inc.’s Quarterly Report on Form 10-Q, for its fiscal quarter ended January 31, 2007, filed with the SEC on March 9, 2007, and incorporated herein by reference.
99.(a)(1)(P)†	Synopsys, Inc.’s Current Report on Form 8-K, filed with the SEC on December 11, 2006, and incorporated herein by reference.
99.(a)(1)(Q)†	Form of email to Eligible Optionees announcing extension of the Offer.
99.(a)(1)(R)†	Form of personalized email notifying newly identified Eligible Optionees of the Offer.
99.(a)(1)(S)†	Slide presentation to be made at employee meetings.
99.(a)(1)(T)	Transcript of voicemail reminder from Brian M. Beattie, Chief Financial Officer, to Eligible Optionees who have not yet made an election.
99.(a)(1)(U)	Form of additional email reminder to Eligible Optionees who have not yet made an election.
99.(a)(1)(V)	Form of email notice to all Eligible Optionees regarding consequences of exercises of Eligible Options prior to expiration of the Offer.
99.(b)	Not applicable.
99.(c)	Not applicable.
99.(d)(1)(A)	Synopsys, Inc. 1998 Non-Statutory Stock Option Plan, as amended, filed as Exhibit 10.1 to the Registration Statement on Form S-8, filed with the SEC on November 9, 1999 and incorporated herein by reference.
99.(d)(1)(B)	Synopsys, Inc. 2005 Assumed Stock Option Plan, filed as Exhibit 10.34 to the Current Report on Form 8-K filed with the SEC on September 12, 2005 and incorporated herein by reference.
99.(d)(1)(C)*	Form of Stock Option Agreement used in connection with the Synopsys, Inc. 1998 Non-Statutory Stock Option Plan and 2005 Assumed Stock Option Plan.
99.(e)	Not applicable.
99.(f)	Not applicable.
99.(g)	Not applicable.
99.(h)	Not applicable.

*	Previously filed with the Schedule TO filed with the SEC on March 23, 2007, and incorporated herein by reference.
†	Previously filed with the Amendment No. 1 to Schedule TO filed with the SEC on April 5, 2007, and incorporated herein by reference.

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SIGNATURES

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: April 19, 2007

SYNOPSYS, INC.
By:	/s/ Brian E. Cabrera
	Brian E. Cabrera
	Vice President, General Counsel
	and Corporate Secretary

3

INDEX OF EXHIBITS

The Index of Exhibits to the Schedule TO is hereby amended and restated as follows:

Exhibit Number	Description
99.(a)(1)(A)†	Offer to Amend Eligible Options, dated April 4, 2007.
99.(a)(1)(B)*	Form of personalized email announcing commencement of Offer.
99.(a)(1)(C)†	Form of reminder email to Eligible Optionees who have not elected.
99.(a)(1)(D)†	Transcript of Mellon hotline welcome message.
99.(a)(1)(E)†	Form of Mellon welcome screen.
99.(a)(1)(F)†	Form of Election Screen (See Attachment B to Offer to Amend Eligible Options).
99.(a)(1)(G)†	Form of Election Confirmation Screen (see Attachment C to Offer to Amend Eligible Options).
99.(a)(1)(H)†	Form of Election Summary Screen (for changes of election).
99.(a)(1)(I)*	Form of Email: Final Election Confirmation Statement (Post-Expiration Time for Offer Participants) (See Attachment D to Offer to Amend Eligible Options).
99.(a)(1)(J)*	Form of Email: Final Election Confirmation Statement (Post-Expiration Time for Offer Non-Participants) (See Attachment E to Offer to Amend Eligible Options).
99.(a)(1)(K)*	Transcript of voicemail announcement from Brian M. Beattie, Chief Financial Officer, to U.S. employees regarding Offer to Amend read on March 23, 2007.
99.(a)(1)(L)*	Synopsys World Article and Frequently Asked Questions dated March 23, 2007.
99.(a)(1)(M)*	Form of E*Trade option screen message.
99.(a)(1)(N)†	Synopsys, Inc.’s Annual Report on Form 10-K, for its fiscal year ended October 31, 2006, filed with the SEC on January 11, 2007, as amended, and incorporated herein by reference.
99.(a)(1)(O)†	Synopsys, Inc.’s Quarterly Report on Form 10-Q, for its fiscal quarter ended January 31, 2007, filed with the SEC on March 9, 2007, and incorporated herein by reference.
99.(a)(1)(P)†	Synopsys, Inc.’s Current Report on Form 8-K, filed with the SEC on December 11, 2006, and incorporated herein by reference.
99.(a)(1)(Q)†	Form of email to Eligible Optionees announcing extension of the Offer.
99.(a)(1)(R)†	Form of personalized email notifying newly identified Eligible Optionees of the Offer.
99.(a)(1)(S)†	Slide presentation to be made at employee meetings.
99.(a)(1)(T)	Transcript of voicemail reminder from Brian M. Beattie, Chief Financial Officer, to Eligible Optionees who have not yet made an election.
99.(a)(1)(U)	Form of additional email reminder to Eligible Optionees who have not yet made an election.
99.(a)(1)(V)	Form of email notice to all Eligible Optionees regarding consequences of exercises of Eligible Options prior to expiration of the Offer.
99.(b)	Not applicable.
99.(c)	Not applicable.
99.(d)(1)(A)	Synopsys, Inc. 1998 Non-Statutory Stock Option Plan, as amended, filed as Exhibit 10.1 to the Registration Statement on Form S-8, filed with the SEC on November 9, 1999 and incorporated herein by reference.
99.(d)(1)(B)	Synopsys, Inc. 2005 Assumed Stock Option Plan, filed as Exhibit 10.34 to the Current Report on Form 8-K filed with the SEC on September 12, 2005 and incorporated herein by reference.
99.(d)(1)(C)*	Form of Stock Option Agreement used in connection with the Synopsys, Inc. 1998 Non-Statutory Stock Option Plan and 2005 Assumed Stock Option Plan.
99.(e)	Not applicable.
99.(f)	Not applicable.
99.(g)	Not applicable.
99.(h)	Not applicable.

*Previously filed with the Schedule TO filed with the SEC on March 23, 2007, and incorporated herein by reference.

†Previously filed with the Amendment No. 1 to Schedule TO filed with the SEC on April 5, 2007, and incorporated herein by reference.

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

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

TRANSCRIPT OF VOICE MAIL FROM BRIAN BEATTIE

Hello, this is Brian Beattie with a message to employees remaining eligible to participate in our tender offer that closes on May 3.

As you know, we launched a tender offer on March 23 to remedy a number of our stock options that we consider “discounted.”
These options are subject to adverse U.S. tax consequences.

Our tender offer provides eligible employee option holders with the ability to amend certain options for a limited period of time in order to avoid those adverse tax consequences.

Our records show that you have not yet made your election whether to amend your options.

I strongly encourage each of you to take a moment to do so.

Our offer will expire on at 11:59 p.m. on May 3, and we can’t accept any employee elections after that time.

Please look for an email from optionsamendment@synopsys.com. That email will contain information allowing you to access Mellon’s website.

The email will also include a phone number to call if you need help getting in.

Finally, we have scheduled one more employee meeting about our offer on April 25. Details on this meeting are included in the email you will receive.

Thanks for your time this afternoon and, again, we urge all eligible employees to visit the Mellon site and make an election before our offer closes on May 3.

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

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

Re:   URGENT, PLEASE READ: Synopsys Discounted Option Amendment Program ending soon; Final Employee Meeting Scheduled

Dear Eligible Optionee:

The Synopsys Discounted Option Amendment Program, ends at 11:59 p.m. Pacific Time, on Thursday, May 3, 2007. According to our records you have not yet made an election regarding your discounted options on the Mellon web site at https://www.corp-action.net/synopsys. You should have received your PIN in an email from optionsamendment@synopsys.com on Friday, March 23^rd.

Synopsys has scheduled one final meeting at which a presentation about the Program will be made and where you can ask questions about the Program. The meeting will be simultaneously webcast for those who cannot attend in person. The meeting date, time and location is listed below. To register, please go to the following link: http://wwwin.synopsys.com/orgdirs/hr/benefits/events/.  Specific log-in instructions will be provided with your email confirmation.  Registration is limited to 250 participants. Registration deadline for webcast access is Tuesday, April 24 at 6:00 pm (PDT).

Date	Time	Location
Wednesday, April 25	3:00 -4:00 p.m. (PDT)	US02 - 21.104A Von Neumann Conference Room, Sunnyvale

If you do not make an election on or before 11:59 p.m. Pacific Time on May 3, 2007, your Eligible Options will not be amended. In such a case:

(1)	you will not be able to avail yourself of this solution to avoid the Section 409A taxes on your Eligible Option,
(2)	Synopsys will report any vesting and exercises of your Eligible Options to the appropriate taxing authorities and make any applicable tax withholding as required by law, and
(3)	you will be personally responsible for the amount of any and all taxes due in respect of your Eligible Option(s), including taxes imposed under Section 409A as a result of any exercises of Eligible Options after February 5, 2007.

Whether or not you choose to accept or not to accept our offer to amend your Eligible Options, you are strongly encouraged to consult with your own tax advisors prior to making such decision in order to discuss the tax consequences of any such choice.

Please do not reply to this automated e-mail message. If you have a question or if you need to have your PIN resent, please call Mellon at the number listed below.

Customer Service Representatives are available Monday through Friday

From 9:00 a.m. to 7:00 p.m., Eastern Time

1-866-210-7111 (calls placed within the United States)

1-201-680-6811 (calls placed from international locations)

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.

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

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

Re: URGENT, PLEASE READ BEFORE EXERCISING SYNOPSYS STOCK OPTIONS

Dear Eligible Optionee:

As you know, Synopsys has launched a tender offer intended to remedy adverse tax consequences associated with certain discounted stock options held by you. Under this program, Eligible Optionees may elect to amend these options in order to eliminate the discount, which we believe enables Eligible Optionees to avoid adverse taxation under Section 409A of the Internal Revenue Code.

This email is to remind you that, as disclosed in the tender offer materials, even if you have already elected to amend your Eligible Options, any exercise of an Eligible Option prior to the expiration of the tender offer and amendment of the Eligible Option will result in the adverse tax consequences of Section 409A. These adverse tax consequences include an additional tax of up to 40% on your option gain.

Synopsys has agreed to pay this tax on behalf of Eligible Optionees for exercises through February 5, 2007. However, Synopsys will not reimburse employees for Section 409A taxes for any stock option exercise after February 5, 2007.

Even if you have elected to amend your Eligible Options in the tender offer, you will still incur the Section 409A taxes if you exercise before expiration of the tender offer and the date the amended options become eligible to be exercised through E*Trade. Synopsys will not reimburse you for these taxes. You will need to wait until after the close of the tender offer (currently, May 3, 2007), to exercise Eligible Options without incurring the additional tax liability. Due to the complexity of amending just the Eligible Portions of your Eligible Options in our stock database, your Amended Options may not be available for exercise for up to twenty (20) business days following the Expiration Time, as disclosed in the tender offer materials.

You can find a list of your Eligible Options on the Mellon website which is accessible using the instructions and PIN sent to you from optionsamendment@synopsys.com.

Please do not reply to this automated e-mail message. If you have a question, please call Mellon at the number listed below. Mellon can also send you your password needed to access the Mellon website.

Customer Service Representatives are available Monday through Friday

From 9:00 a.m. to 7:00 p.m., Eastern Time

1-866-210-7111 (calls placed within the United States)

1-201-680-6811 (calls placed from international locations)

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.