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As filed with the Securities and Exchange Commission on April 27, 1999
Registration No. 333-____________ .
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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)
GAMBIT AUTOMATED DESIGN, INC.
1990 STOCK OPTION PLAN
AART J. DE GEUS
CHIEF EXECUTIVE OFFICER
SYNOPSYS, INC.
700 EAST MIDDLEFIED 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
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share Price Fee
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Gambit Automated Design, Inc.
1990 Stock Option Plan
Common Stock, $0.01 par value 78,227 shares $8.35(2) $635,195.45(2) $ 181.59
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(1) This Registration Statement shall also cover any additional shares of
Registrant's Common Stock which become issuable under the Gambit Automated
Design, Inc. 1990 Stock Option Plan.
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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) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended (the "1933 Act"), on the basis of the
weighted average exercise price of the outstanding options.
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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, 1998 filed with the Commission on December
23, 1998, pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "1934 Act");
(b) The Registrant's Quarterly Report on Form 10-Q for the period
ending January 2, 1999 filed with the Commission on February 10,
1999;
(c) The Registrant's Current Reports on Form 8-K filed with the
Commission on January 25, 1999 and on April 23, 1999;
(d) The Registrant's Registration Statement on Form 8-A, filed with
Commission on January 17, 1992, as amended by Form 8-A/A, filed
with Commission on February 20, 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 Common Stock; and
(e) The Registrant's Registration Statement on Form 8-A, filed with
the Commission on October 31, 1997, pursuant to Section 12(g) of
the 1934 Act, in which there is described the terms, rights and
provisions applicable to the Registrant's Preferred Share
Purchase Rights.
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 de-registers 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
Section 145 of the Delaware General Corporation Law permits a
corporation to include in its charter documents, and in agreements between the
corporation and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.
Article X of the Registrant's Restated Certificate of
Incorporation provides for the indemnification of directors to the fullest
extent permissible under Delaware Law.
Article VII of the Registrant's Bylaws provides for the
indemnification of officers, directors and third parties to the fullest extent
permissible under Delaware Law, which provisions are deemed to be a contract
between the Registrant and each director and officer who serves in such capacity
while such bylaw is in effect.
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The Registrant has entered into indemnification agreements with
its directors and executive officers, in addition to the indemnification
provided for in the Registrant's Bylaws, 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
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4 Instruments Defining the Rights of Stockholders. Reference
is made to the Registrant's Registration Statements on Form
8-A, including the exhibits thereto, incorporated herein by
reference pursuant to Items 3(d) and 3(e) of this
Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Deloitte & Touche LLP, Independent Accountants.
23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Gambit Automated Design, Inc. 1990 Stock Option Plan (As
Amended October 1998).
99.2 Form of Stock Option Grant.
99.3 Form of Stock Option Exercise Notice and Agreement.
99.4 Form of Stock Option Assumption Agreement.
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, as amended (the "1933 Act"),
(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 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 Gambit Automated Design, Inc. 1990 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.
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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 indemnification 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.
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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 27th day of April , 1999.
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SYNOPSYS, INC.
By: /s/ Aart J. de Geus
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Aart J. de Geus
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Aart J. de Geus and David M.
Sugishita, and each of them, as such person's true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for such person
and in such person's 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 same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-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 such person might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his or her substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated:
Signature Title Date
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/s/ Aart J. de Geus Chief Executive Officer April 27, 1999
- ---------------------------- (Principal Executive Officer) and ----------
Aart J. de Geus Chairman of the Board of Directors
/s/ Chi-Foon Chan President, Chief Operating Officer April 27, 1999
- ---------------------------- and Director ----------
Chi-Foon Chan
/s/ William W. Lattin Executive Vice President and April 27, 1999
- ---------------------------- Director ----------
William W. Lattin
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/s/ Andy D. Bryant Director April 27, 1999
- ---------------------------- ----------
Andy D. Bryant
/s/ Deborah A. Coleman Director April 27, 1999
- ---------------------------- ----------
Deborah A. Coleman
/s/ Harvey C. Jones, Jr. Director April 27, 1999
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Harvey C. Jones, Jr.
/s/ A. Richard Newton Director April 27, 1999
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A. Richard Newton
/s/ Sasson Somekh Director April 27, 1999
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Sasson Somekh
/s/ Steven C. Walske Director April 27, 1999
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Steven C. Walske
/s/ David M. Sugishita Senior Vice President, Finance April 27, 1999
- ---------------------------- and Operations, and ----------
David M. Sugishita Chief Financial Officer
(Principal Financial and
Accounting Officer)
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EXHIBIT INDEX
Exhibit Number Exhibit
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4 Instruments Defining the Rights of Stockholders. Reference
is made to the Registrant's Registration Statements on Form
8-A, including the exhibits thereto, incorporated herein by
reference pursuant to Items 3(d) and 3(e) of this
Registration Statement.
5 Opinion and consent of Brobeck, Phleger & Harrison LLP.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Deloitte & Touche LLP, Independent Accountants.
23.3 Consent of Brobeck, Phleger & Harrison LLP is contained in
Exhibit 5.
24 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
99.1 Gambit Automated Design, Inc. 1990 Stock Option Plan (As
Amended October 1998).
99.2 Form of Stock Option Grant.
99.3 Form of Stock Option Exercise Notice and Agreement.
99.4 Form of Stock Option Assumption Agreement.