UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact name of Registrant as specified in charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) |
Registrant’s telephone number, including area code:
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 |
Name of each exchange | ||
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 February 23, 2023, Synopsys, Inc. (“Synopsys”) issued a press release announcing its entry into an accelerated share repurchase agreement with Bank of America N.A. to repurchase an aggregate of $300 million of shares of Synopsys common stock. 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 February 23, 2023 announcing Synopsys, Inc.’s entry into $300 million accelerated share repurchase agreement. | |
| 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: February 23, 2023 | By: | /s/ John F. Runkel, Jr. | ||||
| John F. Runkel, Jr. | ||||||
| General Counsel and Corporate Secretary | ||||||
EXHIBIT 99.1
NEWS RELEASE
INVESTOR CONTACT:
Philip Lee
Synopsys, Inc.
650-584-1080
Synopsys-ir@synopsys.com
EDITORIAL CONTACT:
Jim Brady
Synopsys, Inc.
408-482-4719
jim.brady@synopsys.com
Synopsys Initiates $300 Million Accelerated Share Repurchase Agreement
MOUNTAIN VIEW, Calif. – Feb. 23, 2023 – Synopsys, Inc. (Nasdaq: SNPS) today announced that it has entered into an accelerated share repurchase agreement (ASR) with Bank of America N.A. to repurchase an aggregate of $300 million of Synopsys stock.
Under the terms of the ASR, Synopsys will receive an aggregate initial share delivery of approximately 718,000 shares, with the remainder, if any, to be settled on or before May 12, 2023, upon completion of the repurchases. The specific number of shares that Synopsys ultimately repurchases under the ASR will be based on the average of Synopsys’ daily volume-weighted average share prices during the repurchase period, less a discount.
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 an S&P 500 company, Synopsys has a long history of being a global leader in electronic design automation (EDA) and semiconductor IP and offers the industry’s broadest portfolio of application security testing tools and services. Whether you’re a system-on-chip (SoC) designer creating advanced semiconductors, or a software developer writing more secure, high-quality code, Synopsys has the solutions needed to deliver innovative products. Learn more at www.synopsys.com.
Forward-Looking Statements
This press release contains forward-looking statements, including statements regarding the expected settlement of the ASR. 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. These risks and uncertainties include, among others: the market price of Synopsys common stock during the repurchase period; the ability of Bank of America N.A. to buy or borrow shares of Synopsys common stock; and the impact of global and regional economic and market conditions, including illiquidity 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’ recently filed Quarterly Report on Form 10-Q. Synopsys undertakes no duty, and does not intend to update any forward-looking statement, whether as a result of new information, future events or otherwise, unless required by law.
2
Document and Entity Information |
Feb. 23, 2023 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | SYNOPSYS INC |
| Amendment Flag | false |
| Entity Central Index Key | 0000883241 |
| Document Type | 8-K |
| Document Period End Date | Feb. 23, 2023 |
| 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, State or Province | CA |
| 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 (par value of $0.01 per share) |
| Trading Symbol | SNPS |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |