As filed with the Securities and Exchange Commission on May 24, 2019
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SYNOPSYS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| 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
(650)584-5000
(Address of Principal Executive Offices, including 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
(650)584-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-2 of the Exchange Act.
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| Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
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| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
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| | | | 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. ☐
CALCULATION OF REGISTRATION FEE
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|
Title of Securities
to be Registered | | Amount to be
Registered(1) | | Proposed Maximum
Offering Price Per Share(2) | | Proposed Maximum
Aggregate Offering
Price(2) | | Amount of
Registration Fee |
Common Stock, $0.01 par value per share, issuable under the Synopsys, Inc. 2006 Employee Equity Incentive Plan, as amended | | 3,200,000 | | $114.69 | | $367,008,000 | | $44,481.37 |
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| (1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on FormS-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) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and (h) of the Securities Act. The proposed maximum offering price per share and proposed maximum aggregate offering price are based upon the average of the high and low prices of the Registrant’s Common Stock on May 22, 2019 as reported on the Nasdaq Global Select Market. |
EXPLANATORY NOTE
The Registrant has filed this Registration Statement pursuant to General Instruction E of FormS-8 to register an additional 3,200,000 shares of Common Stock issuable to eligible persons under the Synopsys, Inc. 2006 Employee Equity Incentive Plan, as amended (the “Equity Incentive Plan”).
The Registrant previously filed FormS-8 Registration Statements Nos.333-134899,333-157791,333-174587,333-181875,333-189019,333-196428,333-206458,333-213246,333-217177 and333-225237 relating to shares of Common Stock issuable under the Equity Incentive Plan (together, the “PriorEquity Incentive Plan Registration Statements”).
This Registration Statement relates to securities of the same class as those to which the Prior Equity Incentive Plan Registration Statements relate. Pursuant to General Instruction E of FormS-8, the contents of the Prior Equity Incentive Plan 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.
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, 2018, filed with the Commission, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), onDecember 17, 2018;
(b) The Registrant’s Quarterly Reports on Form10-Q for the quarters ended January 31, 2019 and April 30, 2019, filed with the Commission, pursuant to the Exchange Act, onFebruary 25, 2019 andMay 24, 2019, respectively;
(c) The Registrant’s Current Reports on Form8-K filed with the Commission, pursuant to the Exchange Act, onFebruary 28, 2019 andApril 9, 2019; and
(d) The description of the Common Stock contained in the Registrant’s Registration Statement on Form8-A filed with the Commission on January 17, 1992, including any amendment or report filed for the purpose of updating such description (Commission FileNo. 000-19807).
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 Form8-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
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 FormS-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 24th day of May, 2019.
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| SYNOPSYS, INC. |
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| 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 lawfulattorney-in-fact and agent, 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 Securities and Exchange Commission, granting unto saidattorneys-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 saidattorneys-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, this Registration Statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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Signature | | Title | | Date |
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| /s/ Aart J. de Geus | | Co-Chief Executive Officer(Co-Principal Executive | | |
| Aart J. de Geus | | Officer) and Chairman of the Board of Directors | | May 24, 2019 |
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| /s/Chi-Foon Chan | | Co-Chief Executive Officer(Co-Principal Executive | | |
| Chi-Foon Chan | | Officer), President and Director | | May 24, 2019 |
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| /s/ Trac Pham | | Chief Financial Officer (Principal Financial Officer) | | |
| Trac Pham | | | | May 24, 2019 |
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| /s/ Sudhindra Kankanwadi | | Vice President, Corporate Controller (Principal | | |
| Sudhindra Kankanwadi | | Accounting Officer) | | May 24, 2019 |
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| /s/ Janice D. Chaffin | | Director | | |
| Janice D. Chaffin | | | | May 24, 2019 |
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| /s/ Bruce R. Chizen | | Director | | |
| Bruce R. Chizen | | | | May 24, 2019 |
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| /s/ Mercedes Johnson | | Director | | |
| Mercedes Johnson | | | | May 24, 2019 |
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/s/ Chrysostomos L. Nikias | | Director | | May 24, 2019 |
| Chrysostomos L. Nikias | | | | |
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/s/ John G. Schwarz | | Director | | May 24, 2019 |
| John G. Schwarz | | | | |
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/s/ Roy Vallee | | Director | | May 24, 2019 |
| Roy Vallee | | | | |
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/s/ Steven C. Walske | | Director | | May 24, 2019 |
| Steven C. Walske | | | | |
