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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 4, 1997
Synopsys, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 000-19807 56-154236
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
700 East Middlefield Road, Mountain View, California 94043-4033
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (650) 962-5000
Not applicable
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
(a) On December 4, 1997, the registrant (the "Company") acquired
Viewlogic Systems, Inc., a Delaware corporation ("Viewlogic"), by the statutory
merger (the "Merger") of a wholly-owned subsidiary of the Company, Post
Acquisition Corp., a Delaware corporation ("Sub"), with and into Viewlogic. The
Merger was accomplished pursuant to the Agreement and Plan of Merger, dated as
of October 14, 1997, among the Company, Sub, and Viewlogic (the "Merger
Agreement"). The Merger of Sub with and into Viewlogic occurred following the
approval of the Merger Agreement by the stockholders of Viewlogic, and the
approval of the issuance of Company Common Stock in connection with the Merger
by the stockholders of the Company, at stockholders' meetings held on December
4, 1997, and the satisfaction of certain other closing conditions. As a result
of the Merger, the Company became the owner of all of the issued and outstanding
shares of Viewlogic Common Stock, and each outstanding share of Viewlogic Common
Stock was converted into 0.6521 shares of the Company's Common Stock. The terms
of the Merger Agreements were the result of arm's-length negotiations among the
parties.
A total of approximately 11,137,059 shares of the Company's Common Stock
will be issued to former Viewlogic stockholders in exchange for the acquisition
by Sub of all outstanding Viewlogic capital stock. The shares issued to
Viewlogic stockholders were issued pursuant to the Company's Registration
Statement on Form S-4 (File No. 333-39713) (the "Registration Statement"), filed
with the Securities and Exchange Commission (the "Commission") on November 7,
1997. The Company assumed outstanding Viewlogic options to purchase Viewlogic
Common Stock (including options granted in connection with the Viewlogic 1996
Employee Stock Purchase Plan), and the assumed options remain outstanding as
options to purchase shares of the Company's Common Stock, subject only to
adjustments to maintain the economic equivalence of the assumed options on the
basis of the exchange ratio in the Merger. The Company has reserved
approximately 2,750,000 shares of its Common Stock for issuance upon the
exercise of the assumed Viewlogic stock options and intends to register all such
shares pursuant to a registration statement on Form S-8.
(b) Viewlogic supplies electronic design automation software
which is used to accelerate and automate the design and verification of advanced
application specific integrated circuits, printed circuit boards and electronic
systems. Viewlogic also develops and markets a family of services to help its
customers optimize their design products and deliver high quality products to
market sooner. The Company intends to restructure Viewlogic's business so that
Viewlogic's products serving the integrated circuit market, and the related
sales, marketing and research development efforts will be integrated with the
Company's business, while Viewlogic's operations relating to its products
serving the printed circuit board market will not be integrated.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Business Acquired.
(i) The audited consolidated balance sheet of Viewlogic as
of December 31, 1996 and 1995, the audited consolidated statements of
operations, stockholders' equity and cash flows of Viewlogic as of the years
ended December 31, 1996, 1995 and 1994, the notes related thereto, and the
Report of Independent Public Accountants thereon were previously reported
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in the Registration Statement and pursuant to General Instruction B.3 of Form
8-K are not additionally reported herein.
(ii) The unaudited condensed consolidated statements of
income and cash flows of Viewlogic for the quarters and nine months ended
September 30, 1997 and 1996, the unaudited condensed consolidated balance sheets
of Viewlogic as of September 30, 1997 and December 31, 1996, the condensed
consolidated statements of cash flows for the nine months ended September 30,
1997 and 1996, and the notes related thereto, were previously reported in the
Registration Statement and pursuant to General Instruction B.3 of Form 8-K are
not additionally reported herein.
(b) Pro Forma Financial Information.
(i) An unaudited pro forma combined condensed balance
sheet as of September 30, 1997, and the notes related thereto, were previously
reported in the Registration Statement and pursuant to General Instruction B.3
of Form 8-K are not additionally reported herein.
(ii) Unaudited pro forma combined condensed statements of
income for the years ended September 30, 1997, 1996 and 1995, and the notes
related thereto, were previously reported in the Registration Statement and
pursuant to General Instruction B.3 of Form 8-K are not additionally reported
herein.
(c) Exhibits.
Exhibit No. Description
2.1 (a) Agreement and Plan of Merger, dated as of
October 14, 1997, among the Company, Sub
and Viewlogic, and related exhibits.
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(a) Incorporated by reference to Annex A of the prospectus forming a part of
the Company's Registration Statement on Form S-4 filed with the
Commission on November 7, 1997 (File No. 333-39713).
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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: December 19, 1997 By: /s/ Paul Lippe
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Paul Lippe,
Senior Vice President, Business and
Market Development, and Corporate
Secretary
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