<PAGE>
As filed with the Securities and Exchange Commission on October 12, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------
SYNPLICITY, INC.
(Exact name of Registrant as specified in its charter)
--------------------
California 77-0368779
(State or other jurisdiction of 935 Stewart Drive (I.R.S. Employer
incorporation or organization) Sunnyvale, CA 94086 Identification Number)
(408) 215-6000
(Address, including zip code, of Registrant's principal executive offices)
--------------------
1995 Stock Option Plan
2000 Stock Option Plan
2000 Director Option Plan
2000 Employee Stock Purchase Plan
(Full title of the plan)
--------------------
DOUGLAS S. MILLER
Vice President of Finance and Chief Financial Officer
935 Stewart Drive
Sunnyvale, CA 94086
(408) 215-6000
(Name, address, and telephone number, including area code, of agent for service)
--------------------
Copies to:
ROBERT P. LATTA
Wilson Sonsini Goodrich &
Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300
--------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Maximum
Title of Each Class of Securities Amount to be Offering Price Proposed Maximum Amount of
to be Registered Registered Per Share Aggregate Offering Price Registration Fee
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value: To be issued
under the 1995 Stock Option Plan (1)........... 4,062,059 shares $ 4.5676(2) $ 18,553,860.67 $ 4,898.22
====================================================================================================================================
Common Stock, no par value: To be issued
under the 2000 Stock Option Plan (1)........... 7,333,332 shares $ 8.00 (3) $ 58,666,656.00 $15,488.00
====================================================================================================================================
Common Stock, no par value: To be issued
under the 2000 Director Option Plan (1)........ 300,000 shares $ 8.00 (3) $ 2,400,000.00 $ 633.60
====================================================================================================================================
Common Stock, no par value: To be issued
under the 2000 Employee Stock Purchase
Plan (1)....................................... 1,999,998 shares $ 6.80 (4) $ 13,599,986.40 $ 3,590.40
====================================================================================================================================
</TABLE>
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this
Registration Statement shall also cover any additional shares of the
Registrant's Common Stock that become issuable under the 1995 Stock Option
Plan, 2000 Stock Option Plan, 2000 Director Option Plan and 2000 Employee
Stock Purchase Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction affected without the receipt
of consideration that increases the number of the Registrant's outstanding
shares of Common Stock.
(2) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended. The proposed maximum offering price per share represents the
weighted average exercise price of $4.5676 per share of options outstanding
as of the date hereof totaling 4,062,059 shares.
(3) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the opening price of
a share of Common Stock of the Company as reported on the Nasdaq National
Market on October 12, 2000, the current enrollment date.
(4) The exercise price of $6.80 per share, computed in accordance with Rule
457(h), is 85% of the opening price of a share of Common Stock of the
Company as reported on the Nasdaq National Market on October 12, 2000, the
current enrollment date. Pursuant to the 2000 Employee Stock Purchase Plan,
shares are sold at 85% of the lesser of the fair market value of such
shares on the start date of the offering period or at the end of the
purchase period.
================================================================================
<PAGE>
PART II: INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
Synplicity, Inc. hereby incorporates by reference in this registration
statement the following documents:
1. The Registrant's prospectus that forms a part of its Registration
Statement on Form S-1 (file No. 333-42146), as amended; and
2. The description of the common stock contained in the Registrant's
Registration Statement on Form 8-A filed on September 15, 2000
under the Securities Exchange Act of 1934, as amended, including
any amendment or report subsequently filed by the Registrant for
the purpose of updating that description.
In addition, all documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, 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 then 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
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
As permitted by Section 204(a) of the California General Corporation
Law, the Registrant's Articles of Incorporation eliminate a director's personal
liability for monetary damages to the Registrant and its shareholders arising
from a breach or alleged breach of the director's fiduciary duty, except for
liability arising under Sections 310 and 316 of the California General
Corporation Law or liability for (i) acts or omissions that involve intentional
misconduct or knowing and culpable violation of law, (ii) acts or omissions that
a director believes to be contrary to the best interests of the Registrant or
its shareholders or that involve the absence of good faith on the part of the
director, (iii) any transaction from which a director derived an improper
personal benefit, (iv) acts or omissions that show a reckless disregard for the
director's duty to the Registrant or its shareholders in circumstances in which
the director was aware, or should have been aware, in the ordinary course of
performing a director's duties, of a risk of serious injury to the Registrant or
its shareholders and (v) acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's duty to the
Registrant or its shareholders. This provision does not eliminate the directors'
duty of care, and in appropriate circumstances equitable remedies such as an
injunction or other forms of non-monetary relief would remain available under
California law. Sections 204(a) and 317 of the California General Corporation
Law authorize a corporation to indemnify its directors, officers, employees and
other agents in terms
II-1
<PAGE>
sufficiently broad to permit indemnification (including reimbursement for
expenses) under certain circumstances for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act").
The Registrant's Articles of Incorporation and Bylaws contain provisions
covering indemnification of corporate directors, officers and other agents
against certain liabilities and expenses incurred as a result of proceedings
involving such persons in their capacities as directors, officers, employees or
agents, including proceedings under the Securities Act or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The Registrant has
entered into Indemnification Agreements with its directors and executive
officers.
Item 7. Exemption From Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
<TABLE>
<CAPTION>
Exhibit Number Documents
--------------------------------------------------------------------------------
<S> <C>
4.1* Synplicity, Inc. 1995 Stock Option Plan
4.1.1* Form of Option Agreement under 1995 Stock Option Plan
4.2* Synplicity, Inc. 2000 Stock Option Plan
4.2.1* Form of Option Agreement under 2000 Stock Option Plan
4.3* Synplicity, Inc. 2000 Employee Stock Purchase Plan
4.3.1* Form of Subscription Agreement under 2000 Employee Stock Purchases Plan
4.4* Synplicity, Inc. 2000 Director Option Plan
4.4.1* Form of Option Agreement under 2000 Director Option Plan
5.1 Opinion of counsel as to legality of securities being registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Ernst & Young, LLP, Independent Auditors
24.1 Power of Attorney (see page II-5)
</TABLE>
__________________
* Incorporated by reference to the Exhibits filed with Synplicity, Inc.'s
Registration Statement on Form S-1 (Registration No. 333-42146) as
declared effective by the Securities and Exchange Commission on October
12, 2000.
II-2
<PAGE>
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 of 1933, as amended, 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 offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, as amended, 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) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
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 Sunnyvale, State of California, on this 12th day of
October, 2000.
SYNPLICITY, INC.
By: /s/ Douglas S. Miller
----------------------
Douglas S. Miller
Vice President of Finance and
Chief Financial Officer
II-4
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Bernard Aronson and Douglas S. Miller,
and each of them, as his or her attorney-in-fact, with full power of
substitution in each, for him or her in any and all capacities, to sign any
amendments to this Registration Statement on Form S-8 and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
------------------------- ---------------------------------- ----------------
/s/ Bernard Aronson President, Chief Executive Officer October 12, 2000
------------------------- and Director (Principal Executive
Bernard Aronson Officer)
/s/ Douglas S. Miller Vice President of Finance and Chief October 12, 2000
------------------------- Financial Officer (Principal
Douglas S. Miller Accounting Officer)
/s/ Kenneth S. McElvain Director October 12, 2000
-------------------------
Kenneth S. McElvain
/s/ Alisa Yaffa Director October 12, 2000
-------------------------
Alisa Yaffa
/s/ Prabhu Goel Director October 12, 2000
-------------------------
Prabhu Goel
Director
-------------------------
Kevin G. Hall
Director
-------------------------
Scott J. Stallard
II-5
<PAGE>
SYNPLICITY, INC.
REGISTRATION STATEMENT ON FORM S-8
----------------------------------
INDEX TO EXHIBITS
Exhibit
Number Documents
------------ -----------------------------------------------------------------
4.1* Synplicity, Inc. 1995 Stock Option
4.1.1* Form of Option Agreement under 1995 Stock Option Plan
4.2* Synplicity, Inc. 2000 Stock Option Plan
4.2.1* Form of Option Agreement under 2000 Stock Option Plan
4.3* Synplicity, Inc. 2000 Employee Stock Purchase Plan
4.3.1* Form of Subsription Agreement under 2000 Employee Stock Purchase
Plan
4.4* Synplicity, Inc. 2000 Director Option Plan
4.4.1* Form of Option Agreement under 2000 Director Option Plan
5.1 Opinion of counsel as to legality of securities being registered
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of Ernst & Young, LLP, Independent Auditors
24.1 Power of Attorney (see page II-5)
____________________________
* Incorporated by reference to the Exhibits filed with Synplicity, Inc.'s
Registration Statement on Form S-1 (Registration No. 333-42146) as declared
effective by the Securities and Exchange Commission on October 12, 2000.
II-6
