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As filed with the Securities and Exchange Commission on November 9, 1999
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SYNOPSYS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 56-1546236
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(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
700 EAST MIDDLEFIELD ROAD
MOUNTAIN VIEW, CA 94043-4033
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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1998 NONSTATUTORY STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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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)
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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
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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(2) PRICE(2) FEE(2)
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Common Stock, $0.01 par value
To be issued under the 1998
Nonstatutory Stock Option Plan 1,077,500 Shares $65.7188 $70,812,007.00 $19,685.74
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(1) Pursuant to Rule 429 under the Securities Act of 1933, as amended (the
"Securities Act"), the prospectus relating hereto also relates to shares
registered under Form S-8 Registration Statements Nos. 333-84279, 333-77597
and 333-50947.
(2) Computed in accordance with Rule 457(h) and Rule 457(c) of the Securities
Act. The estimated exercise price of $65.7188 was computed in accordance with
Rule 457(c) based upon the average of the high and low prices of the Company's
Common Stock as reported on The Nasdaq National Market on November 5, 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 Reports on Form 10-Q for the fiscal quarters
ended January 2, 1999, April 3, 1999 and July 3, 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 and fiscal year ended October 2, 1999, filed on October
28, 1999 pursuant to Section 13 of the Exchange Act.
(d) The Company's Current Report on Form 8-K regarding a change in the
Company's fiscal year and its financial results for the quarter ended July 3,
1999, filed on July 23, 1999 pursuant to Section 13 of the Exchange Act.
(e) 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.
(f) The Company's Current Report on Form 8-K regarding its financial
results for the quarter ended January 2, 1999, filed on January 25, 1999
pursuant to Section 13 of the Exchange Act.
(g) The description of the Company's Preferred Share Purchase Rights 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, as amended by any
further amendments or reports filed with the Securities and Exchange Commission
for the purpose of updating such description.
(h) 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.
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.
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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.
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;
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(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.
(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 November 9,
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 M.
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 of the November 9, 1999
- ----------------------------------- Board of Directors (Principal Executive Officer)
Aart J. de Geus
/s/ Chi-Foon Chan President, Chief Operating Officer and Director November 9, 1999
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Chi-Foon Chan
/s/ Andy D. Bryant Director November 9, 1999
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Andy D. Bryant
/s/ Deborah A. Coleman Director November 9, 1999
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Deborah A. Coleman
/s/ Harvey C. Jones, Jr. Director November 9, 1999
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Harvey C. Jones, Jr.
/s/ William W. Lattin Director November 9, 1999
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William W. Lattin
/s/ A. Richard Newton Director November 9, 1999
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A. Richard Newton
/s/ Sasson Somekh Director November 9, 1999
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Sasson Somekh
/s/ Steven C. Walske Director November 9, 1999
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Steven C. Walske
/s/ David M. Sugishita Chief Financial Officer (Principal Financial November 9, 1999
- ------------------------------------ and Accounting Officer)
David M. Sugishita
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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 1998 Nonstatutory Stock Option Plan, as amended
23.1 Consent of Independent Auditors
23.2 Consent of Deloitte & Touche LLP
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-5)