1
As filed with the Securities and Exchange Commission on August ________, 1998
Registration No. 333-___________
================================================================================
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 (IRS Employer Identification No.)
of incorporation or organization)
700 EAST MIDDLEFIELD ROAD
MOUNTAIN VIEW, CALIFORNIA 94043
(Address of principal executive offices) (Zip Code)
SYSTEMS SCIENCE INC. 1998 STOCK OPTION PLAN
(Full title of the Plan)
AART J. DE GEUS
CHIEF EXECUTIVE OFFICER
SYNOPSYS, INC.
700 EAST MIDDLEFIELD ROAD
MOUNTAIN VIEW, CALIFORNIA 94043
(Name and address of agent for service)
(650) 962-5000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
=====================================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
Common Stock 318,114 shares $16.57 $5,271,148.98 $1,554.99
$0.01 par value
=====================================================================================================
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the Systems Science Inc. 1998
Stock Option Plan 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 outstanding shares of the Registrant's Common Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the weighted average
exercise price of the outstanding options.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Synopsys, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended September 30, 1997 filed with the Commission on December 3,
1997 pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "1934 Act");
(b) The Registrant's Quarterly Reports on Forms 10-Q for the fiscal
quarters ended January 3, 1998 and April 4, 1998 filed with the
Commission on February 13, 1998 and May 19, 1998, respectively,
pursuant to Section 13 of the 1934 Act;
(c) The Registrant's current report on Form 8-K filed with the
Commission on December 19, 1997; and
(d) The Registrant's Registration Statement on Form 8-A, No.
000-19807, filed with the Commission on January 24, 1992,
pursuant to Section 12(g) of the 1934 Act, in which there is
described the terms, rights and provisions applicable to the
Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby 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 date of filing of such documents. 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 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Delaware law authorizes corporations to eliminate the personal liability
of directors to corporations and their stockholders for monetary damages for
breach or alleged breach of the directors' "duty of care." While the relevant
statute does not change directors' duty of care, it enables corporations to
limit available relief to equitable remedies such as injunction or rescission.
The statute has no effect on directors' duty of loyalty, acts or omissions not
in good faith or involving intentional misconduct or knowing violations of law,
illegal payment of dividends or approval of any transaction from which a
director derives an improper personal benefit.
The Registrant has adopted provisions in its Certificate of
Incorporation which eliminate the personal liability of its directors to the
Registrant and its stockholders for monetary damages for breach or alleged
breach of their duty of care. The Bylaws of the Registrant provide for
indemnification of its directors, officers, employees and agents to the fullest
extent permitted by the General Corporation Law of the State of Delaware (the
"DGCL"), the Registrant's state of incorporation, including those circumstances
in which indemnification would otherwise be
3
discretionary under the DGCL. Section 145 of the DGCL provides for
indemnification in terms sufficiently broad to indemnify such individuals, under
certain circumstances, for liabilities (including reimbursement of expenses
incurred) arising under the Securities Act of 1933, as amended (the "1933 Act").
The Registrant has entered into indemnification agreements with its
directors and executive officers and intends to enter into indemnification
agreements with any new directors and executive officers in the future. The
Registrant has also obtained liability insurance for the benefit of its
directors and officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit Number Exhibit
-------------- -------
4.1 Instruments Defining the Rights of Stockholders. Reference
is made to the Registrant's Registration Statement on Form
8-A, No. 000-19807, including the exhibits thereto,
incorporated herein by reference pursuant to Item 3(d) of
this Registration Statement.
5.1 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors.
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.
23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Systems Science Inc. 1998 Stock Option Plan.
99.2 Form of Incentive Stock Option Agreement in connection with
the Systems Science Inc. 1998 Stock Option Plan.
99.3 Form of Nonstatutory Stock Option Agreement in connection
with the Systems Science Inc. 1998 Stock Option Plan.
99.4 General Form of Stock Option Assumption Agreement.
99.5 Stock Option Assumption Agreement - David Allenbaugh.
99.6 Stock Option Assumption Agreement - Kent Brittain.
99.7 Stock Option Assumption Agreement - Bruce Gladstone.
99.8 Stock Option Assumption Agreement - Mehdi Mohtashemi.
99.9 Stock Option Assumption Agreement - Ghulam Nurie.
99.10 Stock Option Assumption Agreement - Ravi Ravikumar.
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, (ii) to reflect in the prospectus any
facts or events arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
this Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such post-effective
amendment shall
II-2
4
be deemed to be a new registration statement relating to the securities offered
therein and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof and (3) to remove from registration by
means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the Systems Science Inc. 1998 Stock Option
Plan.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is
incorporated by reference into this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnity provisions summarized in Item 6, or otherwise, the
Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 Act, and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
II-3
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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
this 3rd day of August, 1998.
SYNOPSYS, INC.
By: /s/Aart J. de Geus
-------------------------------------
Aart J. de Geus
Chief Executive Officer and
Chairman of the Board of Directors
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Synopsys, Inc., a
Delaware corporation, do hereby constitute and appoint Aart J. de Geus and David
M. Sugishita, their lawful attorneys-in-fact and agents with full power and
authority to do any and all acts and things and to execute any and all
instruments which said attorneys and agents, determine may be necessary or
advisable or required to enable said corporation to comply with the Securities
Act of 1933, as amended, and any rules or regulations or requirements of the
Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and authority,
the powers granted include the power and authority to sign the names of the
undersigned officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that said attorneys and agents, shall
do or cause to be done by virtue hereof. This Power of Attorney may be signed in
several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/Aart J. de Geus Chief Executive Officer and August 3, 1998
- ------------------------------- Chairman of the Board of Directors
Aart J. de Geus (Principal Executive Officer)
/s/Chi-Foon Chan President, Chief Operating Officer August 3,1998
- ------------------------------- and Director
Chi-Foon Chan
/s/William W. Lattin Executive Vice President and Director August 3, 1998
- ------------------------------
William W. Lattin
II-4
6
Signature Title Date
- --------- ----- ----
/s/Deborah A. Coleman Director August 3, 1998
- ------------------------------
Deborah A. Coleman
/s/Harvey C. Jones, Jr. Director August 3, 1998
- ------------------------------
Harvey C. Jones, Jr.
/s/A. Richard Newton Director August 3, 1998
- ------------------------------
A. Richard Newton
/s/Steven C. Walske Director August 3, 1998
- ------------------------------
Steven C. Walske
/s/David M. Sugishita Senior Vice President of Finance August 3, 1998
- ------------------------------ and Chief Financial Officer
David M. Sugishita (Principal Financial Officer)
/s/Mark D. Nelson Vice President of Finance August 3, 1998
- ------------------------------ and Controller
Mark D. Nelson (Principal Accounting Officer)
II-5
7
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
SYNOPSYS, INC.
8
EXHIBIT INDEX
Exhibit Number Exhibit
-------------- -------
4.1 Instruments Defining the Rights of Stockholders. Reference
is made to the Registrant's Registration Statement on Form
8-A, No. 000-19807, including the exhibits thereto,
incorporated herein by reference pursuant to Item 3(d) of
this Registration Statement.
5.1 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors.
23.2 Consent of Deloitte & Touche LLP, Independent Auditors.
23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Systems Science Inc. 1998 Stock Option Plan.
99.2 Form of Incentive Stock Option Agreement in connection with
the Systems Science Inc. 1998 Stock Option Plan.
99.3 Form of Nonstatutory Stock Option Agreement in connection
with the Systems Science Inc. 1998 Stock Option Plan.
99.4 General Form of Stock Option Assumption Agreement.
99.5 Stock Option Assumption Agreement - David Allenbaugh.
99.6 Stock Option Assumption Agreement - Kent Brittain.
99.7 Stock Option Assumption Agreement - Bruce Gladstone.
99.8 Stock Option Assumption Agreement - Mehdi Mohtashemi.
99.9 Stock Option Assumption Agreement - Ghulam Nurie.
99.10 Stock Option Assumption Agreement - Ravi Ravikumar.