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As filed with the Securities and Exchange Commission on May 3, 1999
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 OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION
NUMBER)
700 EAST MIDDLEFIELD ROAD
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MOUNTAIN VIEW, CA 94043-4033
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
1992 STOCK OPTION PLAN
1994 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
1998 NONSTATUTORY STOCK OPTION PLAN
EMPLOYEE STOCK PURCHASE PLAN
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLES OF THE PLANS)
-----------------------------
AART J. DE GEUS
CHIEF EXECUTIVE OFFICER
SYNOPSYS, INC.
700 EAST MIDDLEFIELD ROAD
MOUNTAIN VIEW, CA 94043-4033
(650) 962-5000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
-----------------------------
Copy to:
THOMAS C. DEFILIPPS, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94303
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED (1) PER SHARE PRICE FEE
------------- -------------- --------- ----- ---
Common Stock, $0.01 par value
To be issued under:
1992 Stock Option Plan 2,272,328 $ 46.5938 (2) $105,876,282.75 $ 29,433.61
1994 Non-Employee Directors Stock
Option Plan 100,000 $ 49.9628 (3) $ 4,996,275.57 $ 1,388.96
1998 Nonstatutory Stock Option
Plan 2,550,000 $ 47.7223 (4) $121,691,874.34 $ 33,830.34
Employee Stock Purchase Plan and
International Employee Stock
Purchase Plan 1,500,000 $ 46.5938 (2) $ 69,890,625.00 $ 19,429.59
Totals 6,422,328 shares $302,455,057.66 $ 84,082.50
(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this registration statement has been broken
down into four subtotals.
(2) Computed in accordance with Rule 457(c) of the Securities Act. The $46.5938
per share figure was computed by averaging the high and low prices of shares
of the Company's Common Stock as reported on the Nasdaq National Market on
April 26, 1999.
(3) Computed in accordance with Rule 457(h) and 457(c) of the Securities Act.
Such computation is based on the weighted average exercise price of $50.16
per share covering 95,666 outstanding options under the 1994 Non-Employee
Directors Stock Option Plan and the estimated exercise price of $45.8750 per
share covering 4,334 authorized but unissued shares under the 1994
Non-Employee Directors Stock Option Plan. The estimated exercise price of
$46.5938 per share was computed in accordance with Rule 457(c) by averaging
the high and low prices of shares of the Company's Common Stock as reported
on the Nasdaq National Market on April 26, 1999.
(4) Computed in accordance with Rule 457(h) and 457(c) of the Securities Act.
Such computation is based on the weighted average exercise price of $50.18
per share covering 803,075 outstanding options under the 1998 Nonstatutory
Stock Option Plan and the estimated exercise price of $46.5938 per share
covering 1,746,925 authorized but unissued shares under the 1998
Nonstatutory Stock Option Plan. The estimated exercise price of $46.5938 per
share was computed in accordance with Rule 457(c) by averaging the high and
low prices of shares of the Company's Common Stock as reported on the Nasdaq
National Market on April 26, 1999.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Synopsys, Inc. (the "Company") hereby incorporates by reference in this
registration statement the following documents:
(a)The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1998 filed pursuant to Section 13 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").
(b)The Company's Quarterly Report on Form 10-Q for the quarter
ended January 2, 1999, filed pursuant to Section 13 of the Exchange Act.
(c)The Company's Current Report on Form 8-K regarding its
financial results for the quarter ended April 3, 1999, filed on April 23, 1999
pursuant to Section 13 of the Exchange Act.
(d)The Company's Current Report on Form 8-K regarding its
financial results for the quarter ended December 31, 1998, filed on January 25,
1999 pursuant to Section 13 of the Exchange Act.
(e)The description of the Company's Common Stock as set forth in
the Registration Statement filed by the Company on Form 8-A on October 31, 1997
pursuant to Section 12(g) of the Exchange Act and any amendments or reports
filed with the Securities and Exchange Commission for the purpose of updating
such description.
(f)The description of the Company's Common Stock as set forth in
the Registration Statement filed by the Company on Form 8-A on January 24, 1992
pursuant to Section 12(g) of the Exchange Act and any amendments or reports
filed with the Securities and Exchange Commission for the purpose of updating
such description.
(g)All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c) 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
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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 damage 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 and approval of any transaction from which a
director derives an improper personal benefit.
The Company has adopted provisions in its Certificate of Incorporation
which eliminate the personal liability of its directors to the Company and its
stockholders for monetary damages for breach or alleged breach of their duty of
care. The Bylaws of the Company provide for indemnification of its directors,
officers, employees and agents to the full extent permitted by the General
Corporation Law of the State of Delaware (the "DGCL"), the Company's state of
incorporation, including those circumstances in which indemnification would
otherwise be 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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Index to Exhibits.
ITEM 9. UNDERTAKINGS.
(a) Rule 415 Offering. 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 to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under the
Securities 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.
(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 offering.
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(b) Filing incorporating subsequent Exchange Act documents by reference.
The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the 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) Request for acceleration of effective date or filing of
registration statement on Form S-8.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities 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 Securities
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, 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 May 3, 1999.
SYNOPSYS, INC.
By: /s/ Aart J. de Geus
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Aart J. de Geus
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints Aart J. de Geus and David
Sugishita, and each of them, as his or her true and lawful attorney-in-fact,
with full power of substitution, for him or her in any and all capacities, to
sign any amendments (including post-effective amendments) to this Registration
Statement on Form S-8, and to file the 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 he or she 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 substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
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/s/ Aart J. de Geus Chief Executive Officer and Chairman May 3, 1999
- ------------------------------------ of the Board of Directors (Principal
Aart J. de Geus Executive Officer)
/s/ Chi-Foon Chan President, Chief Operating Officer and May 3, 1999
- ------------------------------------ Director
Chi-Foon Chan
/s/ William W. Lattin Executive Vice President and Director May 3, 1999
- ------------------------------------
William W. Lattin
/s/ Andy D. Bryant Director May 3, 1999
- ------------------------------------
Andy D. Bryant
/s/ Deborah A. Coleman Director May 3, 1999
- ------------------------------------
Deborah A. Coleman
/s/ Harvey C. Jones, Jr. Director May 3, 1999
- ------------------------------------
Harvey C. Jones, Jr.
/s/ A. Richard Newton Director May 3, 1999
- ------------------------------------
A. Richard Newton
/s/ Sasson Somekh Director May 3, 1999
- ------------------------------------
Sasson Somekh
/s/ Steven C. Walske Director May 3, 1999
- ------------------------------------
Steven C. Walske
/s/ David Sugishita Senior Vice President, Finance and May 3, 1999
- ------------------------------------ Operations, and Chief Financial
David Sugishita Officer (Principal Financial and
Accounting Officer)
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
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5.1 Opinion of counsel as to legality of securities being registered
10.1 1992 Stock Option Plan
10.2 1994 Non-Employee Directors Stock Option Plan
10.3 1998 Nonstatutory Stock Option Plan
10.4 Employee Stock Purchase Plan
10.5 International Employee Stock Purchase Plan
23.1 Consent of KPMG LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-5)