Filed by Synopsys, Inc. Pursuant to Rule 425
Under the Securities Act of 1933, as amended
Subject Company: IKOS Systems, Inc.
Commission File No.: 0-18623
Synopsys, Inc./IKOS Systems, Inc. Joint Conference Call Script
July 2, 2001, 2:30 pm, PDT
Operator: During the course of this conference call, Synopsys and IKOS may make
forward-looking statements regarding the performance of the companies before the
proposed merger and of the combined company after the proposed merger. While
these statements represent each company's best current judgment about its future
performance, each Company's actual performance is subject to significant
uncertainties that could cause actual results to differ materially from those
that may be projected, including the risks described in the two press releases
issued earlier today describing the proposed merger and IKOS' revised third
quarter outlook. In addition to any other risk factors that may be highlighted
during this conference call, listeners should also review each Company's most
recent 10-K, 10-Q and 8-K reports on file with the Securities & Exchange
Commission, as well as the proxy materials that will be filed regarding the
transaction, for important factors that could cause actual results to differ
materially from those that may be projected.
Now I will turn the call over to Dr. Aart de Geus, Chairman and CEO of Synopsys.
Please go ahead, sir.
Aart de Geus: Good afternoon. This is Aart de Geus, and I have with me Steve
Shevick, our Vice President of Investor Relations and Legal. Brad Henske,
Synopsys' CFO, is on vacation but will be available later this week. From IKOS,
we have Ramon Nunez, CEO, and Joe Rockom, CFO, here with us.
Today, I am very pleased to announce that Synopsys and IKOS have signed an
agreement to merge in August 2002.
As most of you know, with Synopsys' announcement of Route Compiler at the Design
Automation Conference on June 18, 2001, we achieved our goal of assembling all
the components for an integrated design creation flow from RTL to GDSII. Timing
closure has been our most visible strategic thrust for the last several years.
Although we still have a lot of execution ahead of us, we feel that we are on an
excellent track with Physical Synthesis; and customers are responding with great
interest to our recent announcements.
Simultaneous with this very visible Physical Synthesis strategy, we have been
stepping up the focus on our design verification flow. Our customers tell us
that after timing closure, functional verification is their biggest problem.
Our objective is to deliver to them the fastest and smartest verification
solution on the market, and we have made great strides towards achieving this
goal.
Already today, we provide the fastest simulator, VCS. Just like Design Compiler
was the starting "anchor point" for our RTL-to-GDSII strategy, VCS is the heart
of our verification strategy. Around VCS, we have the Number One or Number Two
positions in key related technology areas, such as testbench automation,
coverage analysis tools, static timing analysis, and formal verification.
Within functional verification, there is one important market, though, that we
do not participate in today: hardware-assisted verification; specifically, the
product categories of hardware acceleration and emulation. Hardware-assisted
verification is the capability to verify the performance of a chip or a system
very rapidly, using hardware that is dedicated to that purpose. Emulation is an
especially promising market, although acceleration is equally vital to
customers' verification needs.
Clearly, the emulation market is being battered right now by capital expenditure
cuts. However, the post merger combination of emulation with our verification
and synthesis technology, together with our channel strength, holds great
promise.
In IKOS we have a strong future partner who shares our strategic vision. Over
the last few years, IKOS has successfully gained market share to achieve the
Number Two position in the market. With a scalable new architecture that is
capable of using the latest in FPGA technology, and a satisfied set of
customers, IKOS is an ideal partner for Synopsys.
Back in June 1997, we had sold our prior emulation technology to Quickturn, and
we agreed not to be in the emulation business for five years. However, that
non-compete provision expires in June 2002. Our merger with IKOS will close
after the expiration of the non-compete period, and the price structure of the
merger takes into account the relatively long pre-closing period. During the
pre-closing period, Synopsys and IKOS will continue to operate as separate
entities.
The price to IKOS shareholders will be determined by IKOS' financial performance
between now and June 30, 2002, and could range from $6 per share to $20 per
share. The final price per share will be determined by a formula based on IKOS'
revenue, change in backlog, and profit before tax during the period between now
and June 30, 2002. The price structure is described in more detail in our press
release.
We believe this structure is good for both IKOS and Synopsys. For IKOS, this
gives them the opportunity to weather the storm in the capital equipment market
and be appropriately rewarded. For Synopsys, we have removed a great deal of
the uncertainty surrounding the valuation of a business that we will be
acquiring a year from now.
After the close, it is Synopsys' intent to immediately move the IKOS business to
a ratable business model. The targeted closing date falls near the beginning of
our fourth quarter of fiscal 2002. Our guidance for 2002, which will be issued
on our earnings call in August, will reflect the closing of the transaction and
the beginning of the transition of the business to a ratable model.
With that, let me pass the mike to Ramon Nunez, CEO of IKOS:
Ramon Nunez: Thank you, Aart, and thanks to all of you for joining us today on
short notice for our joint teleconference.
As many of you know, IKOS has long held a vision of providing a broader offering
of verification solutions and of seeing our hardware-assisted platforms become
mainstream tools for the verification of complex, large chip designs. Combining
our two companies will bring Synopsys' best-in-class software products and IKOS'
advanced hardware-assisted platforms together into tightly integrated solutions.
We see great opportunities to leverage each other's strengths for the mutual
benefit of our customers and long-term growth through this merger.
It is important to note that the process that culminated with our merger
agreement at this time was triggered by an unsolicited offer - received by IKOS
in April of this year - to merge IKOS with another company. IKOS entered into
this merger agreement with Synopsys after evaluating several strategic
alternatives. The primary criteria for our decision included: strategic
alignment, cultural fit, deal value, and probability to close. The agreement to
merge with Synopsys gives careful consideration of important factors, including
valuing IKOS' performance over the next four quarters.
IKOS and Synopsys already have a history of working together successfully. IKOS
is a member of the Synopsys' InSynch partnership program and Synopsys is a
member of IKOS' iPartner program. Under these programs we have integrated VCS
and the Synopsys power analysis tools with our Nsim simulation acceleration
product line to better serve our common customers. After the merger of our two
companies we will be able to integrate Synopsys' software products and the IKOS
emulation platforms - creating powerful design flows and solutions that meet the
emerging needs of our joint customers. Together we will be able to deliver a
broad spectrum of design verification products and solutions at various
price/performance points.
In the meantime, however, the weak economy has continued to impact IKOS'
business. Earlier today, IKOS announced that because of customer delays in
placing orders and deferred shipments due to economic uncertainties, that IKOS
has revised its outlook for revenues and earnings for the third quarter ending
June 30. IKOS now anticipates revenues for the third fiscal quarter of
approximately $11 million and a net loss of approximately $4.5 million to $5.0
million, or a diluted loss per share of approximately $0.45 cents to $0.50
cents. The anticipated loss includes approximately $1 million of transaction
costs related to the merger. These anticipated results compare with revenues of
$18.4 million and diluted earnings per share of 23 cents reported for the third
quarter of fiscal 2000, and with revenues of $17.4 million and 3 cents per
diluted share for the previous quarter.
Despite these disappointing results, we believe that our newest product, the
VStation 15M, is the best emulator on the market based on gate capacity,
reliability, ease of use, and price performance. The recent announcement of our
volume purchase agreement with Fujitsu is one of several key indicators that
continue to confirm our competitive advantages. Fujitsu is a long-term user of
emulation and its agreement to purchase $10M worth of IKOS emulation products
over the next two years is a strong endorsement of our technology.
Given the current economic environment, it is difficult for us to provide a
short-term outlook on our business, as we expect tight capital spending
conditions to continue to limit our visibility. However, design verification
continues to be a major issue for our customers, and hardware based design
verification solutions are mission-critical for large, complex SoC designs.
Therefore, over time we believe that the Vstation 15M, as well as new products
currently under development, will serve as a strong catalyst to spark renewed
growth for IKOS when capital spending rebounds in our market space. We expect
to gain more insight into the near term business prospects in the next couple
weeks, after we further analyze our forecasts, and will give you more specific
guidance during our teleconference to announce our final results for our fiscal
third quarter, which is currently scheduled for July 18th.
In conclusion, we are truly excited by the opportunity to join with Synopsys in
order to meet our customers' emerging requirements in the design of advanced SoC
and electronic systems. The combination of the two companies' resources,
technologies, products, and intellectual property portfolio represent world-
class capabilities, which will result in substantial benefit to our mutual
customers. As Aart mentioned, the structure of the agreement to merge with
Synopsys honors the covenant between Synopsys and Quickturn, part of Cadence and
makes for a longer than normal closing period. However, this gives IKOS the
opportunity to maximize the value to our shareholders, with a price up to $20
per share, based on our performance. I look forward to working with the people
at Synopsys to develop full end-to-end verification solutions that leverage each
other's strengths and to achieving strong growth as a combined company and the
leading player in the EDA space.
Now, I'll turn the call back over to Aart. Aart?
Aart de Geus: In conclusion, we have structured an agreement that is in the
best interests of both companies and of our customers. It is consistent with the
strong vision that we have for our verification strategy. We are on the move at
a time that the market around us is clearly trying to find itself again.
With that, Operator, please poll for questions.
Operator: Our first question comes from the line of Jessica Verakas with
Goldman Sachs.
Jessica Kourakas: Hi. Good afternoon. Just a couple questions: for one... can
you talk about what you think the underlying secular growth is of the emulation
hardware business, you know, once we get past this current downturn. The other
thing I guess would be...obviously you've revised your outlook of, I guess, any
thoughts as to when business might pick up again within the near future and is
there any limit as to how long these companies can withstand not buying more
emulation hardware, and lastly, in terms of profitability, I guess, since you've
revised your outlook, can you talk a little bit about your outlook for the
possibility of when you feel like you can see consistent profitability again and
is there any thought to restructuring? I apologize, I'm not as familiar with
IKOS. Thanks.
Ramon Nunez: Let me take that call, this is Ramon. First of all, the underlying
growth drivers for emulation continues to be the growth in the complexity of the
design. We frankly don't see an end in sight. The designs are getting more
complex and design engineers really have nowhere to turn to but to higher-
performing verification solutions and we feel that hardware-based verification
platforms are the answer to that need. With respect to your other two
questions...
Jessica Kourakas: I'm sorry, can you just repeat what you think the growth rate
is of that part of the industry?
Ramon Nunez: The growth rate has been in excess of 20% over the last year or
so. It's very difficult to predict what the growth rate will be going forward,
given the economic conditions we are faced with. So I wouldn't want to speculate
on that going forward, but I think it's fair to say that emulation has gone
faster than the EDA market overall and has been a stellar performer over the
last two years.
Jessica Kourakas: OK
Ramon Nunez: With respect to companies... when will they reach the limit and go
ahead and turn their budgets loose to buy emulation? Well that's again a
speculative answer that I think is purely an opinion at this point, but I Guess
the indicators that I'm looking for is the level of activity that we see in the
field and the kinds of decisions our customers are making. And with respect to
the level of activity, I can tell you we've seen increased activity over the
last two months in terms of number of evaluations and number of engagements with
customers, and the behavior of our customers continues to be very cautious with
respect to spending, especially on the capital side, but I think they continue
to invest in R&D and from my perspective it's just a matter of time before they
have to make those decisions. At this point, we don't have clear visibility over
when they will do that, but clearly we are watching that very carefully and will
be able to update you more on our conference call on the 18th.
With respect to your last question on profitability: again, this is a question
that we will be able to address more specifically on the 18th. At this point,
what I can tell you is that we have taken measures to reduce expenses and to
make sure that we do the right things to manage, given the economic conditions
that we have and we'll be able to give you more updates on the 18th.
Jessica Kourakas: What was your headcount as of last quarter?
Ramon Nunez: Just over 300 people.
Jessica Kourakas: Ok, great. Thank you very much.
Operator: Our next question will come from the line of Garo Toomajanian with
Dain Rauscher.
Garo Toomajanian: Hi. It's Garo Toomajanian with Dain Rauscher Wessels. Also, a
couple of quick questions...One of them is I'm curious as to why you chose now
to announce the acquisition if it's not to be closed for basically, a year, and
second is, if you could maybe review what the, how some of the litigation issues
with IKOS and Axis may impact whether or not this deal will actually close.
Aart de Geus: The reasons to announce the deal today is because it was signed
this morning and so this is clearly material to those companies and would be a
poorly kept secret in Silicon Valley, so it's a given that we would announce
immediately after signing.
Ramon Nunez: Regarding your last question: The Axis litigation continues. We
are in the discovery phase and we don't frankly see any impact from that
litigation process on our transaction.
Garo Toomajanian: Would that be in both I guess there are two cases: One by
them against you and another sort of by you against them that are unrelated. Is
that correct?
Ramon Nunez: That's correct. So I don't want to dive into that discussion, but
suffice it to say that we are in the middle of discovery, and as those things
take time, and things change, we will update you.
Garo Toomajanian: Ok. Is there any chance that the litigation issues could have
an effect on whether or not the acquisition will close?
Ramon Nunez: I don't see any reason why that would have any effect.
Garo Toomajanian: Ok, thanks.
Operator: Our next question comes from the line of Erach Desai with CSFB.
Erach Desai: Aart, I guess I'm curious about one thing which is, I think:
Walking away from the lessons of Arkas, the previous emulation technology that
you had acquired, if I recall correctly, and you can correct me, there were
issues of being involved in the hardware side of the business and also just sort
of being more involved with a business that was cyclical with a capital
expenditure cycle. So perhaps I guess could you shine a little more light on why
it makes sense now, five years later, or four years later?
Aart de Geus: Sure, there are plenty of lessons I'm sure we'll learn over time,
but one of the lessons I've learned at that time was that being in the emulation
business without having simultaneously strong simulation position is very
difficult and kudos for IKOS for having been able to achieve that. We at that
time did not have the strong simulation position that we have today and in that
sense IKOS is a fantastic add-on in the overall verification solution. The
second observation is more technical in nature, which is at that time, emulation
was very much driven by dedicated chips, essentially very sophisticated ASICs,
and we have built one of those. The problem with those things is they have a
hard time keeping up with the FPGA technology, because FPGA technology obviously
is being developed not just for emulation but for many, many other applications
and thus you get the benefit of extremely rapid technology evolution, and today
FPGAs are on par with state of the art chip manufacturing and in some cases are
actually used to debug fab lines, and so from that perspective the solution that
IKOS has to offer is much more expandable, especially given the new architecture
that they have recently put on the market.
Erach Desai: And I guess that's fair. I guess on a competitive front, you did
mention that from an installed-base standpoint, IKOS is number two, but you've
got Mentor still out there fighting the battle, at least outside of North
America, you've got Axys which appears to have this reconfigurable hotbox--it
seems crowded for a $150 million market. How do you rationalize you know--you
just expect to be number one or number two, your same old goal?
Aart de Geus: Same old goal, absolutely! I think we've all learned in our
business that in EDA, if you're number one you make money, if you're number two
you may break even and everybody else looses their shirt over time. And so, the
fact is we only have the same goal for that business going forward, but just as
important is the fact that this is a component in a broader verification
strategy that has many other tenets, and so in that context, for a number of our
customers, they would love to have a solution that is more integrated, that has
all best-in-class components and help them through what are increasingly pretty
tough problems.
Erac Desai: And I guess just following on to what Garo was asking but more on a
business front. I think Axis has customers that you would know of. Just
wondering what level of involvement you had in perhaps looking at Axis before
you decided to go with IKOS
Aart de Geus: When you know, when you get engaged to a date you don't really
comment about other dates, I think we'll leave it at that.
Eric Diseye: Good answer. Thanks.
Operator: We'll get our next question from the line of Jennifer Jordan with
Wells Fargo. The line is open.
Jennifer Jordan: Good afternoon everyone. I'm interested if you wouldn't mind
commenting on how prospects look for the rental agreement that they're working
on, or the rental sale strategy to shift some of the purchasing of emulation
into the research and development budget and how that fits, perhaps, with more,
Aart, with your strategy of expanding your verification market.
Aart de Geus: I'm happy to do that. So the iEmulate program that we announced
at the Design Automation? conference that we did a couple of weeks ago is aimed
at two primary objectives. Number one is to enable companies that have budgetary
constraints on the capital side to be able to acquire these machines on a rental
basis. Number two is to enable companies that have not been able to afford--this
might be the start-up companies that would like to have this capability but
can't afford the million-dollar price targets that some of these systems have
and we announced this, as I mentioned, two weeks ago at the Design Automation?
conference. We have seen tremendous response from that program and we expect to
take some deals in over the next several weeks. One of the things that we
obviously know about rental programs is that it is very consistent with the
ratable business that Synopsis has. It also gives us the ability to seed the
market for more capital acquisitions down the road so we are very excited about
that. It's too early to tell what the outcome is going to be in the short term,
but long term I think it's going to be a very exciting program for us.
Jennifer Jordan: Thank you.
Operator: Our next question comes from the line of Christian Schwab with Think
Equity Partners.
Christian Schwab: Good afternoon. This question is for Ramon. I just have a few
questions about your business, if you could comment on gross margins, if gross
margins held steady for you guys, if you're seeing any particular customer where
weaknesses is, what I mean by that is i.e. graphics, multimedia or telecom
networking, or across the broad spectrum. Lastly I was curious about the
previous orders that were pushed out in Q2, if they were pulled in in Q3?
Ramon Nunez: Sure Christian, th first question. About GPM, obviously when you
have revenues down to the degree that we have in Q3, GPM will be impacted. I
would expect for the quarter we'll around 70%, but as you know we had had target
for a long time of 78, we achieved it over 2 years ago, and we maintained a
pretty high margin around those levels for a while. Your second question about
weakness, we have seen weakness more recently around the networking market and I
think that the communications area in general has had a relative weakness over
the last few months. The last question, the previous orders, we mentioned in the
last conference that we had a couple of orders that pushed out into Q3. We were
able to bring in one of those and the other one continues to be pushed out, the
interest from that customer continues to be high, the requirement is still there
and their project continues to be pushed out, primarily driven by capital
expense constraints, so we are still optimistic that we can get that order and
that now has been pushed into our 4th fiscal quarter.
Christian Schwab: And just one quick follow-up question, have you guys, you guys
mentioned previously that you expected to see strength in Europe and Japan and
then others quickly announced that those markets were deteriorating. I'm
wondering if you had any success in Europe and Japan with previous sought
commitments?
Ramon Nunez: In terms of the regional market strength, I think we have seen
relative strength from Japan over the last several months. We have not seen the
kind of strength that we had hoped for from Europe, and of course we know that
the North American economy has been fairly weak. But Japan seems to be the
bright spot overall for the last few months
Christian Schwab: Thanks.
Operator: Our next question will come from the line of Brian Swift with
Security Research.
Brian Swift: Hi, my question is more directed towards Ramon and the IKOS people.
From the standpoint of the way the deal is structured, it's certainly
understandable from Synopsis side as to why the deal would have to be structured
to not close until next year, after the covenant period, but I'm not sure I see
the advantage to IKOS in terms of entering into this agreement now, because,
generally when you're about to close on a transaction, the valuation is based
on, yes, what has happened over the last 12 months, but usually quite a bit of
it is based on a view of what's going to be happening in the next 12 months. But
in this case this transaction is going to be determined on basically looking in
the rearview mirror alone. As you know, even the most optimistic of people in
our industry in terms of predicting the turn, you know might see it being you
know a quarter or two away, and maybe the more pessimistic ones don't expect it
to really turn until the you know middle of next year. So the way this deal is
structured seems to be... the shareholders are going to get penalized by what's
going to be happening the next couple of quarters. Is there a breakup fee on
both sides involved with the transaction, and if so, how much is it? My second
question relates to the newly announced rental business program. It would seem
to me that that would be a program that would be detrimental to the way this
deal is structured, because to the extent that of some of your customers are now
offered an opportunity to go onto that program, albeit some revenue is better
than no revenue, unless there's some more detail in the way your deal is
structured, that could be a disincentive, shall we say.
Ramon Nunez: Brian, those are excellent questions. So let me start from the
top. First of all: Why now? I think the simple answer is that once we engage in
this process to consider merging with another company, we evaluated all the
strategic alternatives that we had in front of us, and we determined that this
was the best option for IKOS long term. With regards to the deal itself, I think
we are very enthusiastic about the probability of closing this deal and that's
why we structured it the way it's structured. I do believe that the probability
of us performing better than you're perhaps fearing we might have performed is
very high. I think the need for this product, the need for this technology is
very high and I think it's just a matter of time before the floodgates open and
capital spending improves. I think we've always held a view that EDA has always
lead in any recovery in economic cycle and I think that's going to be the case
this time around as well. With respect to the breakup fee, I think that you'll
be able to see that in the final agreement that we signed and that will be
disclosed to the public. There is a breakup fee, but we are very encouraged
about what we have here in front of us and we intend to close this deal. Lastly,
on the rental program. I think that what you need to know is that the rental
program is specifically for the prior generation product line, the 5M. It is not
available for the latest 15M technology, which is the highest capacity, highest
performing product, and by the way, the most sought after for the complex,
leading-edge designs.
Brian Swift: Well, that's helpful.
Operator: We'll move on then, our next question will come from the line of
Mike Crawford with B. Riley & Company.
Mike Crawford: Thank you, I think this question is primarily for Ramon. Ramon
how much of product revenues in the current quarter are related to the 15
million gate product.
Ramon Nunez: Let me ask Joe to answer that question, I don't have that at the
tip of my fingers here.
Joe Rockom: About two and a half million represent for the 15M.
Mike Crawford: What about maintenance revenues, are those going to run at the
same five and a half million rate?
Joe Rockom: They were down slightly this quarter. They were down to 5.1
million, I believe.
Mike Crawford: OK, and, finally, what is the backlog?
Ramon Nunez: We don't disclose the amount of backlog. We've never disclosed
that, but we will continue to comment on it relative to its strength. I think
going forward over the next four quarters, again we'll cover this on our
conference on the 18th. We'll be able to tell you whether or not we've increased
or decreased the backlog, but we will remain with our previous philosophy.
Mike Crawford: And typically the backlog has represented, what, a couple of
weeks or a month or a couple of months of sales, or you've haven't even
commented to that extent?
Ramon Nunez: What we have stated consistently over the last two or three years
is that our backlog was at least 50% of the product revenues, over the target
product revenues for the following quarter.
Mike Crawford: OK Great. Thank you very much.
Moderator: Our next question will come from the line of Jeff Macy with Needham
& Company.
Jeff Macy: Hi this question is for Ramon. And I was wondering if you could
comment on, for this quarter just ended, were any of the shortfalls in sales due
to losses to competition.
Ramon Nunez: No, Jeff. In fact I'm not aware of any losses to competition. We
have been engaged in a number of competitive situations and the decisions that
we were looking for in the quarter were, by in large pushed out to subsequent
weeks or months, so we did not loose any that I'm aware of last quarter.
Jeff Macy: And, so what are people using right now as substitutes then for
emulation or are they just making due with one box or the people that don't have
any emulation, what are they doing instead of?
Ramon Nunez: I think it falls into several buckets. I think one bucket is that
the customers that are delaying projects are probably the largest bucket. Where
they anticipated having a lot more design activity and they're pushing it out as
much as they can, but the other category might be where customers that currently
have emulation, they are making do with what they have. We have customers that
are running 24 hour shifts on the emulation boxes etc. And lastly, those
customers that have not purchased emulation or acceleration, they're relying on
traditional simulation products, running them on multiple workstations or
multiple PCs
Jeff Macy: Ok, Great. Thanks a lot.
Operator: At this time speakers, there are no further questions in queue,
please continue.
Aart de Geus: Well at this point in time we would like to thank you for
participating in this impromptu conference call, especially in front of what for
many is a weekend in the middle of the week and so we're looking forward to a
good team up with IKOS. Although it's a little bit delayed in time, we think
that from a strategic point of view, this is a fantastic addition and we really
like the people that we're working with here and so expect this will be a very
good relationship going forward. Thank you very much for your attention.
##
Additional Information: In connection with the proposed merger, Synopsys, Inc.
plans to file a Registration Statement on Form S-4 (including a Proxy
Statement/Prospectus) and IKOS plans to file a proxy statement, each containing
information about the proposed merger, with the Securities and Exchange
Commission ("SEC"). Thereafter, IKOS will mail the Proxy Statement/ Prospectus
to IKOS stockholders. Investors and security holders are urged to read the
Registration Statement and the Proxy Statement/Prospectus carefully when each
document becomes available. The Registration Statement and the Proxy
Statement/Prospectus will contain important information about Synopsys, IKOS,
the proposed merger and related matters. Investors and security holders will be
able to obtain free copies of these documents through the website maintained by
the SEC at http://www.sec.gov. Free copies of the Registration Statement, Proxy
Statement/Prospectus and Synopsys' other filings may also be obtained by
accessing Synopsys' website at http://www.synopsys.com or by directing a request
by mail or telephone to Synopsys, Inc., 700 East Middlefield Rd., Mountain View,
California 94043, (650) 584-5000. Free copies of the Proxy Statement/Prospectus
and IKOS' other filings may also be obtained by accessing IKOS' website at
http://www.ikos.com or by directing a request by mail or telephone to IKOS
Systems, Inc., 79 Great Oaks Blvd., San Jose, California 95119, (408) 284-0400.
You may read and copy any reports, statements and other information filed by
Synopsys and IKOS at the SEC public reference rooms at 450 Fifth Street, N.W.,
Washington, D.C. 20549 or at the Commission's other public reference rooms in
New York, New York and Chicago, Illinois. Please call the Commission at 1-800-
SEC-0330 for further information on public reference rooms. Synopsys' and IKOS'
filings with the Commission are also available to the public from commercial
document-retrieval services and the web site maintained by the Commission at
http://www.sec.gov.
Synopsys and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from IKOS stockholders by IKOS and
its Board of Directors in favor of the adoption and approval of the merger
agreement and approval of the merger.
IKOS and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from IKOS stockholders in favor of the adoption
and approval of the merger agreement and approval of the merger. Investors and
securities holders may obtain additional information regarding the interests of
the participants from IKOS' filings with the SEC under Rule 14a-12 of the
Exchange Act of 1934, as amended.