S-8

As filed with the Securities and Exchange Commission on May 20, 2022

Registration No. 333-                

UNITED STATES

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 of Incorporation or Organization)	(I.R.S. Employer Identification No.)
690 East Middlefield Road Mountain View, California	94043
(Address of Principal Executive Offices)	(Zip Code)

Synopsys, Inc. 2006 Employee Equity Incentive Plan, as amended

Synopsys, Inc. Employee Stock Purchase Plan, as amended

(Full Title of the Plan)

John F. Runkel, Jr.

General Counsel and Corporate Secretary

Synopsys, Inc.

690 East Middlefield Road

Mountain View, California 94043

(Name and address of agent for service)

(650) 584-5000

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act.  ☐

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

Synopsys, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (i) an additional 3,000,000 shares of common stock, $0.01 par value per share (“Common Stock”), issuable to eligible persons under its 2006 Employee Equity Incentive Plan, as amended (the “Equity Incentive Plan”) and (ii) an additional 2,000,000 shares of Common Stock issuable to eligible persons under its Employee Stock Purchase Plan, as amended (the “ESPP”).

The Registrant previously filed Form S-8 Registration Statements Nos. 333-134899, 333-157791, 333-174587, 333-181875, 333-189019, 333-196428, 333-206458, 333-213246, 333-217177, 333-225237, 333-231761, 333-238629 and 333-256387 relating to shares of Common Stock issuable under the Equity Incentive Plan (collectively, the “Prior Equity Incentive Plan Registration Statements”). The Registrant previously filed Form S-8  Registration Statements Nos. 333-50947, 333-77597, 333-38810, 333-63216, 333-108507, 333-125224, 333-151067, 333-166274, 333-181875, 333-196428, 333-213246, 333-225237 and 333-238629 relating to shares of Common Stock issuable under the ESPP (collectively, the “Prior ESPP Registration Statements” and, together with the Prior Equity Incentive Plan Registration Statements, the “Prior Registration Statements”).

This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference, including all attachments and exhibits thereto, except to the extent supplemented, amended or superseded by the information set forth herein.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The Registrant hereby incorporates by reference into this Registration Statement the following:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2021 (the “Annual Report”), filed with the Commission, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on December 13, 2021;

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and

(c) The description of the Common Stock contained in Exhibit 4.2 of the Annual Report, including any amendment or report filed for the purpose of updating such description.

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters 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 respective date of filing of such documents. Unless expressly incorporated into this Registration Statement, a report (or portion thereof) furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. 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 8. Exhibits

Exhibit Number	Exhibit Description	Incorporated By Reference							Filed Herewith
		Form	File No.		Exhibit		Filing Date
5.1	Opinion of Orrick, Herrington & Sutcliffe LLP									X
23.1	Consent of KPMG LLP, Independent Registered Public Accounting Firm									X
23.2	Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1)									X
24.1	Power of Attorney (included in signature page)									X
99.1	2006 Employee Equity Incentive Plan, as amended	8-K		000-19807		10.3		04/15/22
99.2	Employee Stock Purchase Plan, as amended	8-K		000-19807		10.6		04/15/22
107	Filing Fee Exhibit									X

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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 the 20th day of May, 2022.

SYNOPSYS, INC.
By:	/s/ John F. Runkel, Jr.
	Name: John F. Runkel, Jr.
	Title: General Counsel and Corporate Secretary

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Trac Pham and John F. Runkel, Jr., and each or any one of them, his or her true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her 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 the same, with all exhibits thereto, and other documents in connection therewith, with the 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 he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in one or more counterparts.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed 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 (Principal Executive Officer) and Chairman of the Board of Directors	May 20, 2022
Aart J. de Geus
/s/ Trac Pham	Chief Financial Officer (Principal Financial Officer)	May 20, 2022
Trac Pham
/s/ Sudhindra Kankanwadi	Chief Accounting Officer (Principal Accounting Officer)	May 20, 2022
Sudhindra Kankanwadi
/s/ Janice D. Chaffin	Director	May 20, 2022
Janice D. Chaffin
/s/ Bruce R. Chizen	Director	May 20, 2022
Bruce R. Chizen
/s/ Mercedes Johnson	Director	May 20, 2022
Mercedes Johnson

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/s/ Chrysostomos L. Nikias	Director	May 20, 2022
Chrysostomos L. Nikias
/s/ Jeannine Sargent	Director	May 20, 2022
Jeannine Sargent
/s/ John G. Schwarz	Director	May 20, 2022
John G. Schwarz
/s/ Roy Vallee	Director	May 20, 2022
Roy Vallee

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EX-5.1

EXHIBIT 5.1

Orrick, Herrington & Sutcliffe LLP

THE ORRICK BUILDING

405 HOWARD STREET

SAN FRANCISCO, CA 94105-2669

+1-415-773-5700

orrick.com

May 20, 2022

Synopsys, Inc.

690 East Middlefield Road

Mountain View, California 94043

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel for Synopsys, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of the Company’s registration statement on Form S-8 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”) relating to the registration of 3,000,000 shares of the Company’s common stock, $0.01 par value per share (“Shares”), reserved for issuance pursuant to the Company’s 2006 Employee Equity Incentive Plan, as amended (the “EIP”), and 2,000,000 Shares reserved for issuance pursuant to the Company’s Employee Stock Purchase Plan, as amended (the “ESPP” and, together with the EIP, the “Plans”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plans.

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Company’s amended and restated certificate of incorporation, (ii) the Company’s amended and restated bylaws, (iii) the Registration Statement, (iv) the Plans and (v) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary or appropriate as a basis for the opinion set forth below.

In our examination, we have assumed the legal capacity of all-natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. In making our examination of documents executed or to be executed, we have assumed that the parties thereto, other than the Company, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.

May 20, 2022

Page 2

Based on the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares to be issued pursuant to the terms of the Plans have been duly authorized and, when issued, delivered and paid for in accordance with the terms of the Plans, will be validly issued, fully paid and non-assessable.

The opinion expressed herein is limited to the corporate laws of the State of Delaware and the federal laws of the United States of America, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdictions.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ ORRICK, HERRINGTON & SUTCLIFFE LLP

ORRICK, HERRINGTON & SUTCLIFFE LLP

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated December 13, 2021, with respect to the consolidated financial statements of Synopsys, Inc. and the effectiveness of internal control over financial reporting, incorporated herein by reference.

/s/ KPMG LLP

Santa Clara, California

May 20, 2022

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Synopsys, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, $0.01 par value per share
	—Reserved for future issuance under the 2006 Employee Equity Incentive Plan, as amended	457(c) and 457(h)	3,000,000(2)	$272.17(3)	$816,510,000	$92.70 per $1,000,000	$75,691
	—Reserved for future issuance under the Employee Stock Purchase Plan, as amended	457(c) and 457(h)	2,000,000 (4)	$231.35(5)	$462,700,000	$92.70 per $1,000,000	$42,893
Total Offering Amounts					$1,279,210,000		$118,584
Total Fee Offsets							—
Net Fee Due							$118,584

(1) Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (this “Registration Statement”) shall also cover any additional shares of Synopsys, Inc.’s (the “Registrant”) common stock, par value $0.01 per share (“Common Stock”), that become issuable in respect of the shares identified in the above table 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) Represents 3,000,000 additional shares of Common Stock that were added to the shares authorized for issuance to eligible persons under its 2006 Employee Equity Incentive Plan, as amended.

(3) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and (h) of the Securities Act of 1933, as amended. The proposed maximum offering price per share of $272.17 was based upon the average of the high and low prices of Common Stock as reported on the Nasdaq Global Select Market on May 13, 2022.

(4) Represents 2,000,000 additional shares of Common Stock that were added to the shares authorized for issuance to eligible persons under its Employee Stock Purchase Plan, as amended (the “ESPP”).

(5) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and (h) of the Securities Act of 1933, as amended. The proposed maximum offering price per share is equal to 85% of $272.17, which was computed by averaging the high and low prices of Common Stock as reported on the Nasdaq Global Select Market on May 13, 2022. Under the ESPP, the purchase price of a share of common stock is equal to 85% of the fair market value of Common Stock on the offering date or the purchase date, whichever is less.