EXPLANATORY NOTE
The Registrant has filed this Registration Statement pursuant to General Instruction E ofForm S-8 to register (i) an additional 3,500,000 shares of Common Stock issuable to eligible persons under the Synopsys, Inc. 2006 Employee Equity Incentive Plan, as amended (the “Equity Incentive Plan”) and (ii) an additional 5,000,000 shares of Common Stock issuable to eligible persons under the Synopsys, Inc. Employee Stock Purchase Plan, as amended (the “ESPP”).
The Registrant previously filedForm 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 and333-231761 relating to shares of Common Stock issuable under the Equity Incentive Plan (together, the “PriorEquity Incentive Plan Registration Statements”). The Registrant previously filedForm 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 and333-225237 relating to shares of Common Stock issuable under the ESPP (together, the “Prior ESPP Registration Statements”).
This Registration Statement relates to securities of the same class as those to which the Prior Equity Incentive Plan Registration Statements and Prior ESPP Registration Statements relate. Pursuant to General Instruction E ofForm S-8, the contents of the Prior Equity Incentive Plan Registration Statements and Prior ESPP 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herein by reference, including all attachments and exhibits thereto, except to the extent supplemented, amended or superseded by the information set forth herein.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 onForm 10-K for the fiscal year ended October 31, 2019, filed with the Commission, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), onDecember 20, 2019;
(b) The Registrant’s Quarterly Reports onForm 10-Q for the quarters ended January 31, 2020 and April 30, 2020, filed with the Commission, pursuant to the Exchange Act, onFebruary 21, 2020 andMay 22, 2020, respectively;
(c) The Registrant’s Current Reports onForm 8-K filed with the Commission, pursuant to the Exchange Act, onDecember 19, 2019,February 27, 2020 andApril 15, 2020; and
(d) The description of the Common Stock contained in the Registrant’s Registration Statement onForm 8-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 onForm 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.
