<PAGE> 1
As filed with the Securities and Exchange Commission on December 12, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SYNOPSYS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 56-1546236
-------------------- -------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation)
700 East Middlefield Road
Mountain View, CA 94043-4033
(Address, including zip code, of principal executive offices)
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INDIVIDUAL OPTIONS GRANTED UNDER
THE VIEWLOGIC SYSTEMS, INC. 1991 RESTATED STOCK OPTION PLAN
THE VIEWLOGIC SYSTEMS, INC. 1991 OUTSIDE DIRECTORS' STOCK OPTION PLAN
THE VIEWLOGIC SYSTEMS, INC. 1996 OUTSIDE DIRECTORS' STOCK OPTION PLAN
(Full Titles of the Plans)
----------------------
AART J. DE GEUS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SYNOPSYS, INC.
700 East Middlefield Road
Mountain View, CA 94043-4033
(Name and address of agent for service)
(650) 962-5000
(Telephone number, including area code, of agent for service)
----------------------
Copy to:
THOMAS C. DEFILIPPS, ESQ.
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
This registration statement shall hereafter become effective in accordance
with Rule 462 promulgated under the Securities Act of 1933, as amended (the
"Securities Act").
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities to be Offering Price Per Aggregate offering Amount of Registration
Registered(1) Amount to be Registered Share Price Fee(2)
- ------------------------- ----------------------- ------------------ ------------------- ----------------------
<S> <C> <C> <C> <C>
Viewlogic Systems, Inc. 1991 Restated Stock Option Plan
- -------------------------------------------------------
Common Stock
Par Value $0.01 2,577,309 $19.5676 $50,431,751.59 $15,282.35
Viewlogic Systems, Inc. 1991 Outside Directors' Stock Option Plan
- -----------------------------------------------------------------
Common Stock
Par Value $0.01 35,866 $25.4512 $912,832.74 $276.62
Viewlogic Systems, Inc. 1996 Outside Directors' Stock Option Plan
- -----------------------------------------------------------------
Common Stock
Par Value $0.01 58,689 $23.3647 $1,371,250.88 $415.53
Total 2,671,864 $52,715,835.21 $15,974.50
--------- -------------- ----------
</TABLE>
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(1) The securities to be registered are shares of Common Stock, par value $0.01,
of the registrant issuable under the specified equity compensation plans,
which have been assumed by the registrant, and include the options to
acquire such Common Stock. The offering price was estimated pursuant to Rule
457(h) under the Securities Act solely for the purpose of calculating the
registration fee and is based on the weighted average exercise prices.
(2) Calculated pursuant to Section 6(b) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Synopsys, Inc. (the "Company") hereby incorporates by reference in
this registration statement the following documents:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended September 30, 1997 (File No. 000-19807) filed
pursuant to Section 13(a) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the latest
fiscal year covered by the document referred to in (a)
above.
(c) The description of the Company's Common Stock as set
forth in the Company's Registration Statement on Form
8-A (File No. 019807) filed January 24, 1992 pursuant
to Section 12(g) of the Exchange Act and any amendments
or reports thereto filed with the Securities and
Exchange Commission for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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
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.
Delaware law authorizes corporations to eliminate the personal
liability of directors to corporations and their stockholders for monetary
damages for breach or alleged breach of the directors' "duty of care." While the
relevant statute does not change directors' duty of care, it enables
corporations to limit available relief to equitable remedies such as injunction
or rescission. The statute has no effect on directors' duty of loyalty, acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, illegal payment of dividends and approval of any transaction
from which a director derives an improper personal benefit.
The Company has adopted provisions in its Certificate of
Incorporation which eliminate the personal liability of its directors to the
Company and its stockholders for monetary damages for breach or alleged breach
of their duty of care. The Bylaws of the Company provide for indemnification of
its directors, officers, employees and agents to the full extent permitted by
the General Corporation Law of the State of Delaware, the Company's state of
incorporation, including those circumstances in which indemnification would
otherwise be discretionary under Delaware Law. Section 145 of the General
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Corporation Law of the State of Delaware provides for indemnification in terms
sufficiently broad to indemnify such individuals, under certain circumstances,
for liabilities (including reimbursement of expenses incurred) arising under the
Securities Act.
The Company has entered into indemnification agreements with its directors
and executive officers and intends to enter into indemnification agreements
with any new directors and executive officers in the future.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4.1 Preferred Shares Rights Agreement dated October 24, 1997 (5)
4.3 Specimen Common Stock Certificate (2)
5.1 Opinion of Counsel as to legality of securities being registered
10.1 1991 Restated Stock Option Plan (1)
10.2 Amendment to 1991 Restated Stock Option Plan (3)
10.3 1991 Outside Directors' Stock Option Plan (1)
10.9 1996 Outside Directors' Stock Option Plan (4)
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (see Page II-5)
</TABLE>
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(1) Incorporated by reference to the Viewlogic Systems, Inc. Registration
Statement on Form S-1 (File No. 33-43668).
(2) Incorporated by reference to the Company's Registration Statement on
Form S-1 (File No. 33-45138) which became effective February 24, 1992.
(3) Incorporated by reference to the Viewlogic Systems, Inc. Annual Report
on Form 10-K for the year ended December 31, 1994.
(4) Incorporated by reference to the Viewlogic Systems, Inc. Annual Report
on Form 10-K for the year ended December 31, 1995.
(5) Incorporated by reference to the Company's Registration Statement on
Form 8-A (File No. 000-19807) as filed with the Securities and Exchange
Commission on October 31, 1997.
ITEM 9. UNDERTAKINGS
(a) 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:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
registration statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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, 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
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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.
(h) 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.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 Mountain View, State of California, on December
11, 1997.
SYNOPSYS, INC.
By: /s/ Aart J. de Geus
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Aart J. de Geus
President, Chief Executive
Officer, and Director
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Aart J. de Geus and David
Sugishita, and each of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on Form
S-8, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1933,
as amended, this registration statement has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Aart J. de Gues President, Chief Executive December 11, 1997
- --------------------------- Officer, and Director
Aart J. de Geus (Principle Executive Officer)
Chairman of the Board of December , 1997
- --------------------------- Directors
Harvey C. Jones, Jr.
/s/ William W. Lattin Executive Vice President and December 11, 1997
- --------------------------- Director
William W. Lattin
/s/ David Sugishita Senior Vice President, Finance December 11, 1997
- --------------------------- and Operations, and Chief
David Sugishita Financial Officer (Principal
Financial and Accounting
Officer)
/s/ Sang Wang Director December 11, 1997
- ---------------------------
Sang Wang
Director December , 1997
- ---------------------------
Deborah A. Coleman
Director December , 1997
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A. Richard Newton
/s/ Steven C. Walske Director December 11, 1997
- ---------------------------
Steven C. Walske
</TABLE>
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SYNOPSYS, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
4.1 Preferred Shares Rights Agreement dated October 24, 1997 (5)
4.3 Specimen Common Stock Certificate (2)
5.1 Opinion of Counsel as to legality of securities being registered
10.1 1991 Restated Stock Option Plan (1)
10.2 Amendment to 1991 Restated Stock Option Plan (3)
10.3 1991 Outside Directors' Stock Option Plan (1)
10.9 1996 Outside Directors' Stock Option Plan (4)
23.1 Consent of Counsel (contained in Exhibit 5.1)
23.2 Consent of KPMG Peat Marwick LLP
23.3 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (see Page II-5)
</TABLE>
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(1) Incorporated by reference to the Viewlogic Systems, Inc. Registration
Statement on Form S-1 (File No. 33-43668).
(2) Incorporated by reference to the Company's Registration Statement on
Form S-1 (File No. 33-45138) which became effective February 24, 1992.
(3) Incorporated by reference to the Viewlogic Systems, Inc. Annual Report
on Form 10-K for the year ended December 31, 1994.
(4) Incorporated by reference to the Viewlogic Systems, Inc. Annual Report
on Form 10-K for the year ended December 31, 1995.
(5) Incorporated by reference to the Company's Registration Statement on
Form 8-A (File No. 000-19807) as filed with the Securities and Exchange
Commission on October 31, 1997.
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EXHIBIT 5.1
[Letterhead]
December 11, 1997
Synopsys, Inc.
700 East Middlefield Road
Mountain View, CA 94043
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed
by you with the Securities and Exchange Commission on or about December 11, 1997
(the "Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 2,671,864 shares of your
Common Stock, par value $0.01 per share, (the "Shares") to be issued pursuant to
the Viewlogic Systems, Inc. 1991 Restated Stock Option Plan, as amended, the
Viewlogic Systems, Inc. 1991 Outside Directors' Stock Option Plan, and the
Viewlogic Systems, Inc. 1996 Outside Directors' Stock Option Plan (collectively,
the "Plans"). As your counsel in connection with this transaction, we have
examined the proceedings taken and are familiar with the proceedings proposed to
be taken by you in connection with the issuance and sale of the Shares pursuant
to the Plans.
It is our opinion that, when issued and sold in the manner described
in the Plans and pursuant to the agreements which accompany each grant under the
Plans, the Shares will be legally and validly issued, fully paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement, and further consent to the use of our name wherever
appearing in the Registration Statement and any amendments thereto.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ Wilson Sonsini Goodrich & Rosati
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Synopsys, Inc.
We consent to incorporation by reference in the registration statement
dated December 11, 1997 on Form S-8 of Synopsys, Inc. of our report dated
October 17, 1997, relating to the consolidated balance sheets of Synopsys, Inc.
and subsidiaries as of September 30, 1997, and 1996, and the related
consolidated statements of income, stockholders' equity, and cash flows for
each of the years in the three-year period ended September 30, 1997, which
report appears in the September 30, 1997 annual report on Form 10-K of
Synopsys, Inc.
/s/ KPMG Peat Marwick LLP
Palo Alto, California
December 10, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this Registration Statement of
Synopsys, Inc. on Form S-8 of our report dated October 11, 1996 (relating to
the consolidated financial statements of EPIC Design Technology, Inc. not
presented separately herein), appearing in and incorporated by reference in the
Annual Report on Form 10-K of Synopsys, Inc. for the year ended September 30,
1997.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
San Jose, California
December 10, 1997
