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Registration No._________________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SYNOPSYS, INC.
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(Exact name of registrant as specified in its charter)
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Delaware 56-1546236
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(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
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700 East Middlefield Road
Mountain View, CA 94043-4033
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(Address of principal executive offices) (Zip code)
INDIVIDUAL OPTIONS GRANTED UNDER
THE EPIC DESIGN TECHNOLOGY, INC. 1990 STOCK OPTION PLAN,
THE EPIC DESIGN TECHNOLOGY, INC. 1994 DIRECTOR OPTION PLAN AND
THE CIDA TECHNOLOGY 1995 EQUITY INCENTIVE PLAN AND ASSUMED BY SYNOPSYS, INC.
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(Full title of the plan)
Aart J. de Geus
President and Chief Executive Officer
Synopsys, Inc.
700 East Middlefield Road
Mountain View, CA 94043-4033
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: 415/962-5000
This registration statement, including all exhibits and attachments, contains 9
pages. The exhibit index may be found on page 7 of the consecutively numbered
pages of the registration statement.
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered(1) registered share price fee
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EPIC Design Technology, Inc. 1990 Stock Option Plan
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Common Stock 1,482,717 $17.86 $26,481,325.62 $8,024.64
Par Value $0.01
EPIC Design Technology, Inc. 1994 Director Option Plan
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Common Stock 19,334 $31.93 $617,334.62 $187.07
Par Value $0.01
CIDA Technology 1995 Equity Incentive Plan
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Common Stock 72,751 $1.59 $115,674.09 $35.05
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Par Value $0.01
TOTAL 1,574,802 $27,214,334.33 $8,246.76
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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 latest prospectus filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended (the "Securities Act") containing
audited financial statements for the Company's latest fiscal year. The
prospectus is included in the Company's Registration Statement on Form S-4
filed with the Securities and Exchange Commission on February 5, 1997 (File No.
333-21129).
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(1) The securities to be registered are shares of Common Stock,
par value $0.01, of the Company issuable under options granted
under the specified equity compensation plan, which have been
assumed by the Company, and include the options to acquire such
Common Stock. The offering price is estimated pursuant to Rule 457
solely for purposes of calculating the registration fee and is
computed on the basis of the average exercise prices.
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(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act") since the
end of the fiscal year covered by the registrant document referred to in (a)
above.
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed on January 24, 1992 (File
No. 019807) under the Exchange Act, including any amendment or report filed 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
The class of securities to be offered is registered under Section 12
of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
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 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.
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Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
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:
(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.
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(b) Filing incorporating subsequent Exchange Act documents by
reference
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 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) Request for acceleration of effective date or filing of
registration statement on Form S-8
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.
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 February 28, 1997.
Synopsys, Inc.
By: /s/ Aart J. de Geus
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Aart J. de Geus, President and Chief
Executive Officer
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POWER OF ATTORNEY
The officers and directors of Synopsys, Inc. whose signatures appear
below, hereby constitute and appoint Aart J. de Geus their true and lawful
attorney and agent, with full power of substitution, with power to sign and
execute on behalf of the undersigned any amendment or amendments to this
registration statement on Form S-8, and each of the undersigned does hereby
ratify and confirm all that said attorney and agent, or his substitutes, shall
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 indicated on February 28, 1997.
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Signature Title
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/s/ Aart J. de Geus
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Aart J. de Geus President, Chief Executive Officer,
Acting Chief Financial Officer and Director (Principal
Executive, Financial and Accounting Officer)
/s/ Harvey C. Jones, Jr.
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Harvey C. Jones, Jr. Director and Chairman of the Board of
Directors
/s/ William W. Lattin
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William W. Lattin Executive Vice President and Director
/s/ Deborah A. Coleman
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Deborah A. Coleman Director
/s/ A. Richard Newton
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A. Richard Newton Director
/s/ Steven C. Walske
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Steven C. Walske Director
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EXHIBIT INDEX
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4.1 Third Amended and Restated Certificate of Incorporation of
the Company is incorporated by reference to Exhibit 3.1 to
the Company's Registration Statement on Form S-4 filed with
the Securities and Exchange Commission on February 5, 1997
(File No. 333-21129) ("Form S-4")
4.2 Certificate of Amendment of Restated Certificate of
Incorporation of the Company is incorporated by reference
to Exhibit 3.2 to the Company's Registration Statement on
Form S-4
4.3 Restated Bylaws of the Company are incorporated by
reference to Exhibit 3.3 to the Company's Registration
Statement on Form S-4
4.4 Agreement and Plan of Merger, dated as of January 16, 1997,
by and among the Company, EPIC Merger Co., Inc., a Delaware
corporation and a wholly-owned subsidiary of the Company,
and EPIC Design Technology, Inc., a California corporation,
is incorporated by reference to Exhibit 2.1 to the
Company's Registration Statement on Form S-4
5 Opinion re legality
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (included in signature pages to this
registration statement)
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[GRAY CARY WARE FREIDENRICH LETTERHEAD]
EXHIBIT 5
ATTORNEYS AT LAW
400 HAMILTON AVENUE
PALO ALTO, CA 94301-1825
TEL (415) 328-6561
FAX (415) 327-3699
OUR FILE NO.
1191018-900600
1191018-900500
February 28, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
As legal counsel for Synopsys, Inc., a Delaware corporation (the
"Company"), we are rendering this opinion in connection with the registration
under the Securities Act of 1933, as amended, of up to 1,574,802 shares of the
Common Stock, $0.01 par value, of the Company which may be issued pursuant to
the exercise of options granted under the EPIC Design Technology, Inc. 1990
Stock Option Plan, the EPIC Design Technology, Inc. 1994 Director Option Plan
and the CIDA Technology 1995 Equity Incentive Plan and assumed by the Company
(the "Options").
We have examined all instruments, documents and records which we
deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals
and the conformity to the originals of all documents submitted to us as copies.
We are admitted to practice only in the State of California and we express no
opinion concerning any law other than the law of the State of California, the
corporation laws of the State of Delaware and the federal law of the United
States. As to matters of Delaware corporation law, we have based our opinion
solely upon our examination of such laws and the rules and regulations of the
authorities administering such laws, all as reported in standard, unofficial
compilations. We have not obtained opinions of counsel licensed to practice in
jurisdictions other than the State of California.
Based on such examination, we are of the opinion that the 1,574,802
shares of Common Stock which may be issued upon exercise of the Options are
duly authorized shares of the Company's Common Stock, and, when issued against
receipt of the consideration therefor in accordance with the provisions of the
Options, will be validly issued, fully paid and nonassessable. We hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement referred to above and the use of our name wherever it appears in said
Registration Statement.
Respectfully submitted,
/s/ Gray Cary Ware & Freidenrich
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
SAN DIEGO LA JOLLA SAN JOSE IMPERIAL VALLEY
MEXICO CITY TIJUANA
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EXHIBIT 23.2
Consent of Independent Auditors
The Board of Directors
Synopsys, Inc.
We consent to incorporation by reference in the registration statement on Form
S-8 of Synopsys, Inc. of our reports dated October 18, 1996, relating to the
consolidated balance sheets of Synopsys, Inc. and subsidiaries as of September
30, 1995 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, 1996, and the related schedule, which reports appear
or are incorporated by reference in the September 30, 1996, annual report on
Form 10-K of Synopsys, Inc.
/s/ KPMG Peat Marwick LLP
Palo Alto, California
March 3, 1997
