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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. 1)*
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)
Dec. 16, 1996 - Jan. 24, 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 alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed
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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 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.
SCHEDULE 13D
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CUSIP NO. 216624 10 6 PAGE 2 OF 6 PAGES
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1 NAME OR 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
NUMBER OF 988,361
SHARES -----------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH -----------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 988,361
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
988,361
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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)
7.6%
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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.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR
NAME EMPLOYMENT AND BUSINESS ADDRESS
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<S> <C>
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
</TABLE>
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<TABLE>
<CAPTION>
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<S> <C>
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,
Secretary.
</TABLE>
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.
ITEM 4. PURPOSE OF TRANSACTION.
Synopsys sold the Common Shares pursuant to a program of regular
divestment and not for the purpose or effect of changing or influencing the
control of the Issuer or in connection with or as a participant in any
transaction having such purpose or effect.
Synopsys has publicly announced its intention to sell shares of the
Common Stock in each fiscal quarter in an amount necessary to yield a profit of
$2 million per fiscal quarter. The sales reported on this amendment to form
13D reflect the first two quarters of such sales. There are no pertinent
exhibits relating to the sale of the Common Stock.
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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) and (b) Synopsys beneficially owns 988,361 Common Shares,
constituting approximately 7.6% of the outstanding Common Shares. Synopsys has
sole voting and dispositive power with respect to the 988,361 Common Shares
owned by it. To Synopsys' knowledge, none of the persons named in Item 2 above
owns any Common Shares.
(c) Within the past 60 days, on dates ranging from Dec. 16, 1996 to
Jan. 24, 1997, Synopsys sold a total of 218,181 shares of the Common Stock for
a net profit of $4,000,001.17. From December 12, 1996 through December 19, 1996
Synopsys sold
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122,889 shares of Common Stock in a series of transactions at an average sale
price of $30.77 per share, for a net profit of $2,000,001.15. From January 15,
1997 through January 24, 1997 Synopsys sold 95,292 shares of the Common Stock in
a series of transactions at an average sale price of $35.49 per share, for a
net profit of $2,000,000.02.
Each sale of the Common Stock during this 60 day period was effected on
the Nasdaq Market through Wessels, Arnold & Henderson, 601 Second Avenue, Suite
#3100, Minneapolis, Minnesota 55402.
(d) & (e) are not applicable.
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.
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: February 11, 1997 SYNOPSYS, INC.
By: /s/ Paul Lippe
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Senior Vice President, Business
Development and Legal, Secretary
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