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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D-Amendment
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Cooper & Chyan Technology, Inc.
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(Name of Issuer)
Common Stock, $0.01 par value per share
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(Title of Class of Securities)
216624 10 6
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(CUSIP Number)
Paul Lippe, Esq.
Synopsys, Inc.
700 East Middlefield Road, Mountain View, California 94043
(415) 962-5000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
May 8, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of less than five percent of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alterdisclosures
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes). This is an
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amendment to the Company's filing on Schedule 13D filed with the Commission on
May 6, 1996. The following material supplements and amends that original filing.
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Synopsys, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / / (b) / / (See Instructions)
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions)
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7. SOLE VOTING POWER
798,625.06
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NUMBER OF SHARES BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH REPORTING PERSON
WITH
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9. SOLE DISPOSITIVE POWER
798,625.06
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10. SHARED DISPOSITIVE POWER
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
798,625.06
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) / /
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.90%
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14. TYPE OF REPORTING PERSON (See Instructions)
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. SECURITY AND ISSUER.
ITEM 2. IDENTITY AND BACKGROUND.
The name, business address, present principal occupation (and the name
and address of any corporation or other organization in which such employment is
conducted) and citizenship of each member of the Board of Directors and
executive officer of Synopsys is as follows:
* Director of Synopsys.
** Director and executive officer of Synopsys.
*** Executive officer of Synopsys.
PRESENT PRINCIPAL OCCUPATION OR
NAME EMPLOYMENT AND BUSINESS ADDRESS
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Harvey C. Jones, Jr.* Chairman of the Board of Synopsys.
Aart J. de Geus** President and Chief Executive Officer, Acting Chief
Financial Officer and Treasurer.
Chi-Foon Chan*** Executive Vice President, Office of the President.
William W. Lattin** Executive Vice President, Dr. Lattin's business
address is 19500 N.W. Gibbs Drive, Beaverton, Oregon
97006.
Deborah Coleman* Chairman and Chief Executive Officer of Merix
Corporation, a manufacturer of printed circuit
boards. Ms. Coleman's business address is 1521 Poplar
Lane, Forest Grove, Oregon 97116.
A. Richard Newton* Professor of Electrical Engineering and Computer
Science at the University of California at Berkeley
and Venture Partner with the Mayfield Fund, a venture
capital partnership. Dr. Newton's business address is
Electronics Research Laboratory, Room 512 Cory Hall
#1774, Berkeley, California 94720-1774
Steven C. Walske* President and Chief Executive Officer and a director
of Parametric Technology Corporation, a supplier of
software products for mechanical computer-aided
engineering. Mr. Walske's business address is 128
Technology Drive, Waltham, Massachusetts 02154.
David C. Bullis*** Senior Vice President, Verification Systems Group.
Sally A. DeStefano*** Senior Vice President, Human Resources and
Facilities.
Alain J.P. Labat*** Senior Vice President, Sales and Marketing.
Paul Lippe*** Senior Vice President, Business Development and
Legal,
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Secretary.
Except as otherwise indicated above, each of the persons named above has his or
her business address at 700 East Middlefield Road, Mountain View, California
94043-4033.
Each of the persons named above is a citizen of the United States of America
except for Dr. de Geus, who is a citizen of the Netherlands, Mr. Labat, who is a
citizen of the Republic of France, and Dr. Newton, who is a citizen of
Australia.
The Statement of Schedule 13D originally filed with the Securities and
Exchange Commission on May 6, 1996, by Synopsys, Inc., a Delaware corporation,
as amended by Amendment No. 1 (the "Schedule 13D"), relating to the Common
Stock, par value $0.01 per share ("Common Shares"), of Cooper & Chyan
Technology, Inc., a Delaware corporation (the "Issuer"), is hereby amended and
supplemented as set forth below. Terms not defined herein have the meanings
assigned thereto in the Schedule 13D.
This Amendment is the final amendment to the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
To consummate a merger with Cadence Design Systems, Inc. ("Cadence"),
Issuer caused to be converted all of Synopsys' Common Shares into shares of
Common Stock of Cadence (the "Cadence Shares"). The conversion resulted in
Synopsys having a beneficial interest of less than five percent of the Cadence
Shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
"(a), (b) and (c) On May 8, 1997, the Issuer merged with and into a
wholly-owned merger subsidiary of Cadence, 555 River Oaks Parkway, San Jose, CA
95134. Issuer and Cadence effected the merger by converting each share of the
Common Shares into eighty-five hundredths (0.85) of a share of Common Stock of
Cadence, par value $0.01 per share.
As a result of this merger and conversion of Synopsys' Common Shares to
Cadence Shares, Synopsys beneficially owns 798,625.06 Cadence Shares,
constituting 0.90% (less than 1%) of the outstanding Cadence Shares. Synopsys
has sole voting and dispositive power with respect to the 798,625.06 Cadence
shares owned by it. To Synopsys' knowledge, none of the persons named in Item 2
above owns any Cadence Shares."
(d) Not applicable.
(e) Synopsys ceased to be a beneficial owner of more than five percent
of Cadence Shares on May 8, 1997, as a result of the merger and conversion."
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
For exhibits pertaining to the original purchase of the Common Shares,
see Exhibits 1 & 2 in the original 13D electronic filing. These exhibits,
incorporated by reference, are copies of the Stock Purchase and the Investor
Rights Agreements.
There are no new exhibits relating to the sale of the Common Stock.
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 2, 1997 SYNOPSYS, INC.
By: /s/ Paul Lippe
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Secretary
