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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 28, 1997
Synopsys, Inc.
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(Exact name of registrant as specified in charter)
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Delaware 0-45138 56-1546236
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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700 East Middlefield Road, Mountain View, California 94043
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (415) 962-5000
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 28, 1997, Synopsys, Inc. (the "Company") completed its
acquisition of EPIC Design Technology, Inc. ("EPIC"). To effect the
acquisition, a wholly-owned subsidiary of the Company was merged with and into
EPIC, with EPIC as the surviving corporation in the merger (the "Merger").
Upon consummation of the Merger, EPIC became a wholly-owned subsidiary of the
Company. The Merger will be recorded as a pooling of interests for accounting
purposes.
In the Merger, each outstanding share of Common Stock of EPIC ("EPIC
Common Stock") was converted into the right to receive 0.7485 of a share of the
Common Stock of the Company ("Company Common Stock). Outstanding options to
acquire EPIC Common Stock were assumed by Synopsys and will be exercisable for
shares of Company Common Stock at the same conversion ratio. The Company will
issue approximately 10,342,000 shares of Company Common Stock in exchange for
all outstanding shares of EPIC Common Stock. Such shares have an aggregate
market value of approximately $369,085,000 based on the closing price of Company
Common Stock on February 28, 1997 as reported on the Nasdaq National Market.
In addition, the Company has reserved for issuance and registered 1,574,802
additional shares of Company Common Stock for issuance upon the exercise of
EPIC stock options assumed by the Company in the Merger.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
a. Financial Statements of Business Acquired
The financial statements of EPIC required pursuant to Rule
3-05 of Regulation S-X were previously reported in the Registration Statement
on Form S-4 (File No. 333-21129) filed with the Securities and Exchange
Commission on February 5, 1997 (the "Registration Statement") and pursuant to
General Instruction B.3. of Form 8-K are not additionally reported herein.
b. Pro Forma Financial Information
The pro forma financial information required pursuant to
Article 11 of Regulation S-X was previously reported in the Registration
Statement and pursuant to General Instruction B.3. of Form 8-K is not
additionally reported herein.
c. Exhibits
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Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of January 16, 1997, among
Synopsys, Inc., a Delaware corporation, EPIC Merger Co., Inc., a
Delaware corporation and wholly-owned subsidiary of Synopsys, Inc., and
EPIC Design Technology, Inc., a California corporation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SYNOPSYS, INC.
Date: March 14, 1997 By: /s/ Tammy S. Liu
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Tammy S. Liu
Acting Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No. Description
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2.1* Agreement and Plan of Merger, dated as of January 16, 1997, among
Synopsys, Inc., a Delaware corporation, EPIC Merger Co., Inc., a
Delaware corporation and wholly-owned subsidiary of Synopsys, Inc., and
EPIC Design Technology, Inc., a California corporation.
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* Filed as an exhibit to the Company's Registration Statement on Form S-4
(File No. 333-21129) filed with the Securities and Exchange Commission on
February 5, 1997 and incorporated herein by reference.
