8-K

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): June 19, 2020

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock ($0.01 par value)	SNPS	Nasdaq Global Select Market

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 8.01 Other Events.

On June 19, 2020, Synopsys, Inc. (“Synopsys”) issued a press release announcing that its board of directors had replenished Synopsys’ existing stock repurchase program up to $500 million. The program authorizes, but does not obligate, Synopsys to purchase up to $500 million of its common stock, and Synopsys’ chief financial officer or board of directors may suspend or terminate the program at any time. A copy of the press release 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 June 19, 2020 announcing the replenishment of Synopsys’ existing stock repurchase program up to $500 million.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: June 19, 2020	By:	/s/ John F. Runkel, Jr.
		John F. Runkel, Jr.
		General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

PRESS RELEASE

INVESTOR CONTACT:

Lisa L. Ewbank

Synopsys, Inc.

650-584-1901

Synopsys-ir@synopsys.com

EDITORIAL CONTACT:

Simone Souza

Synopsys, Inc.

650-584-6454

simone@synopsys.com

Synopsys Replenishes Repurchase Authorization to $500 Million

MOUNTAIN VIEW, Calif. – Jun. 19, 2020 – Synopsys, Inc. (Nasdaq: SNPS) today announced that its Board of Directors has replenished its existing stock repurchase authorization to $500 million.

“The replenishment of our repurchase authorization reinforces our ongoing commitment to generate sustainable, long-term shareholder value,” said Trac Pham, chief financial officer of Synopsys. “We continue to execute well on our strategy to balance strategic investments to grow the business, expand margins, and return capital to stockholders.”

Synopsys’ Board of Directors originally approved the stock repurchase program in 2002 and has periodically replenished the program as funds are spent. The program does not obligate Synopsys to acquire any particular amount of common stock, and the program may be suspended or terminated at any time at Synopsys’ discretion.

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.

Safe Harbor for Forward-Looking Statements

This press release contains forward-looking statements, including statements related to the timing and extent of any stock repurchases, and our planned deployment of capital. 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. These risks and uncertainties include, among others: fluctuations in the market price of Synopsys common stock; our use of cash for other purposes; our ability to find suitable acquisition targets; the effect of the COVID-19 pandemic and the associated economic downturn on our business, operations and financial condition; and global and regional economic and market conditions, including their potential impact on the semiconductor and electronics industries and other risks of instability in the banking and financial services industry. 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 assumes no obligation to update any forward-looking statement contained in this press release.

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XML

Document and Entity Information	Jun. 19, 2020
Cover [Abstract]
Entity Registrant Name	SYNOPSYS INC
Entity Address, State or Province	CA
Amendment Flag	false
Entity Central Index Key	0000883241
Document Type	8-K
Document Period End Date	Jun. 19, 2020
Entity Incorporation State Country Code	DE
Entity File Number	000-19807
Entity Tax Identification Number	56-1546236
Entity Address, Address Line One	690 East Middlefield Road
Entity Address, City or Town	Mountain View
Entity Address, Postal Zip Code	94043
City Area Code	(650)
Local Phone Number	584-5000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock($0.01 par value)
Trading Symbol	SNPS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false