As filed with the Securities and Exchange Commission on May 21, 2021
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. ☐
CALCULATION OF REGISTRATION FEE
| | | | | | | | |
|
| 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 | | 4,700,000 | | $233.39 | | $1,096,933,000 | | $119,676 |
| | | | | |
Total | | 4,700,000 | | — | | — | | $119,676 |
|
|
| (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) | 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 19, 2021 as reported on the Nasdaq Global Select Market. |
