S-8

As filed with the Securities and Exchange Commission on May 19, 2023

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

(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 an additional 3,300,000 shares of common stock, par value of $0.01 per share (“Common Stock”), issuable to eligible persons under its 2006 Employee Equity Incentive Plan, as amended (the “Equity Incentive Plan”).

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, 333-256387 and 333-265121 relating to shares of Common Stock issuable under the Equity Incentive Plan (collectively, 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.

1

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 29, 2022 (the “Annual Report”), filed with the Commission, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on December 12, 2022;

(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 4.1 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 (other than information deemed to have been “furnished” rather than “filed” in accordance with the Commission’s rules), 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	10.2	04/14/23
107	Filing Fee Exhibit					X

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 19th day of May, 2023.

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 Shelagh Glaser 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 all 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.

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		May 19, 2023
Aart J. de Geus	Chief Executive Officer (Principal Executive Officer) and Chairperson of the Board of Directors
/s/ Shelagh Glaser		May 19, 2023
Shelagh Glaser	Chief Financial Officer (Principal Financial Officer)
/s/ Sudhindra Kankanwadi		May 19, 2023
Sudhindra Kankanwadi	Chief Accounting Officer (Principal Accounting Officer)
/s/ Luis Borgen		May 19, 2023
Luis Borgen	Director
/s/ Marc N. Casper		May 19, 2023
Marc N. Casper	Director
/s/ Janice D. Chaffin		May 19, 2023
Janice D. Chaffin	Director
/s/ Bruce R. Chizen		May 19, 2023
Bruce R. Chizen	Director
/s/ Mercedes Johnson		May 19, 2023
Mercedes Johnson	Director
/s/ Jeannine P. Sargent		May 19, 2023
Jeannine P. Sargent	Director

3

/s/ John G. Schwarz		May 19, 2023
John G. Schwarz	Director
/s/ Roy Vallee		May 19, 2023
Roy Vallee	Director

4

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 19, 2023

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 filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), covering the registration of up to 3,300,000 shares of the Company’s common stock, par value of $0.01 per share (“Shares”), reserved for issuance pursuant to the Company’s 2006 Employee Equity Incentive Plan, as amended (the “Plan”). 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 Plan.

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

In such 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 the originals of all documents submitted to us as 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.

Based upon 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 Plan have been duly authorized and, when issued, delivered and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

May 19, 2023 Page 2

The opinion expressed herein is limited to the General Corporation Law 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 letter as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are within 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 12, 2022, 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 19, 2023

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, par value of $0.01 per share	Other(2)	3,300,000(3)	$367.56(2)	$1,212,948,000	$110.20 per $1,000,000	$133,667
Total Offering Amounts					$1,212,948,000		$133,667
Total Fee Offsets							—
Net Fee Due							$133,667

(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 of $0.01 per share (“Common Stock”) that become issuable under the Registrant’s 2006 Employee Equity Incentive Plan, as amended (the “Plan”), by reason of any stock dividend, stock split, reverse stock split, recapitalization, reclassification, merger, split-up, reorganization, consolidation or other similar transaction effected without the Registrant’s receipt of consideration, which results in an increase in the number of shares of outstanding Common Stock.

(2) 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, based upon the average of the high and low prices of Common Stock as reported on the Nasdaq Global Select Market on May 12, 2023.

(3) Represents 3,300,000 additional shares of Common Stock that were authorized for issuance under the Plan.