UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): July 3, 2018
SYNOPSYS, INC.
(Exact name of Registrant as specified in charter)
| Delaware | 000-19807 | 56-1546236 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
690 East Middlefield Road
Mountain View, California 94043
(Address of principal executive offices)
Registrant’s telephone number, including area code: (650) 584-5000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On July 3, 2018, Synopsys, Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Exhibit Title | |
| 99.1 | Press release dated July 3, 2018. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| SYNOPSYS, INC. | ||||||
| Dated: July 3, 2018 | By: | /S/ JOHN F. RUNKEL, JR. | ||||
| John F. Runkel, Jr. | ||||||
| General Counsel and Corporate Secretary | ||||||
Exhibit 99.1
PRESS RELEASE
Editorial Contact:
Simone Souza
Synopsys, Inc.
650-584-6454
simone@synopsys.com
Investor Contact:
Lisa Ewbank
Synopsys, Inc.
650-584-1901
synopsys-ir@synopsys.com
Synopsys and Siemens Team Up to Expand and Extend
Electronic Design Automation Collaboration
Parties Settle All Current Mentor Graphics Patent Litigation
MOUNTAIN VIEW, Calif., July 3, 2018 — Synopsys, Inc. (NASDAQ:SNPS) and Siemens PLM Software today announced that they have agreed to collaborate on a wide range of electronic design automation (EDA) product interoperability projects for the benefit of their mutual customers. The collaboration spans a number of EDA domains from design to verification.
“With the increasing complexity in electronics driven by AI, automotive, industrial and other high-impact markets, semiconductor and systems companies are grappling with design challenges from the roots of silicon all the way up to the application software,” said Aart de Geus, chairman and co-CEO of Synopsys. “We look forward to working with Siemens to provide increasingly powerful EDA and related solutions to our mutual customers.”
In addition, Synopsys and Siemens have settled all outstanding patent litigation between Synopsys and Mentor Graphics. The settlement includes mutual seven-year patent cross-licenses between Synopsys and Siemens, and between Synopsys and Mentor Graphics, as well as a Synopsys payment to Siemens of $65 million.
Financial Impact
There is no change to the non-GAAP financial targets provided by Synopsys on May 23, 2018. Synopsys expects the agreements to result in a one-time GAAP-only expense of approximately $25-50 million and a one-time cash flow impact of $65 million in the fiscal third quarter, neither of which is reflected in the respective financial targets provided on May 23, 2018.
About Synopsys
Synopsys, Inc. (Nasdaq: SNPS) is the Silicon to Software™ partner for innovative companies developing the electronic products and software applications we rely on every day. As the world’s 15th largest software company, Synopsys has a long history of being a global leader in electronic design automation (EDA) and semiconductor IP and is also growing its leadership in software security and quality solutions. Whether you’re a system-on-chip (SoC) designer creating advanced semiconductors, or a software developer writing applications that require the highest security and quality, Synopsys has the solutions needed to deliver innovative, high-quality, secure products. Learn more at www.synopsys.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, including statements regarding the collaboration between the parties, the expected benefits of such collaboration, and the expected impact that the various agreements between the parties may have on Synopsys’ financial results. Forward-looking statements are subject to both known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. Such risks and uncertainties include, among others, that the final accounting treatment of the agreements between the parties differs materially from current expectations of such treatment and the companies’ continued collaboration with each other. Other risks and uncertainties that may apply are set forth in the Risk Factors section of Synopsys’ most recently filed Quarterly Report on Form 10-Q. Synopsys does not assume any obligation to update any forward-looking statement contained in this press release.
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