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As filed with the Securities and Exchange Commission on April 24, 1998
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 of incorporation) (I.R.S. Employer Identification No.)
700 East Middlefield Road
Mountain View, CA 94043-4033
(Address, including zip code, of principal executive offices)
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EMPLOYEE STOCK PURCHASE PLAN
INTERNATIONAL EMPLOYEE STOCK PURCHASE PLAN
1998 NONSTATUTORY STOCK OPTION PLAN
(Full Titles of the Plans)
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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)
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Copy to:
THOMAS C. DEFILIPPS, ESQ.
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
650 Page Mill Road
Palo Alto, California 94304
<TABLE>
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Amount to be Offering Price Per Aggregate offering Amount of
Title of Securities to be Registered Registered Share(1) Price(1) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value,
issuable under:
Employee Stock Purchase Plan and
International Employee Stock
Purchase Plan 1,400,000 $35.375 $49,525,000.00 $14,609.88
1998 Nonstatutory Stock Option Plan 566,736 $35.375 $20,048,286.00 $ 5,914.24
- ---------------------------------------------------------------------------------------------------------------------------
Total 1,966,736 $69,573,286.00 $20,524.12
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</TABLE>
(1) Estimated in accordance with Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee, based on the average
between the high and low price of the Registrant's stock as reported by the
Nasdaq National Market on April 17, 1998.
<PAGE> 2
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) 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 Registration Statement filed by the Company on Form 8-A on
January 24, 1992 (File No. 019807) pursuant to Section 12(g) of
the Exchange Act and any amendments or reports 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.
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
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 "DGCL"), the Company's state of
incorporation, including those circumstances in which indemnification would
otherwise be discretionary under the DGCL. Section 145
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of the DGCL 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
of 1933.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Index to Exhibits.
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)(1)(ii) of this section 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 with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act of 1934 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) 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 of 1934 (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
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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.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, 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 April 23,
1998.
SYNOPSYS, INC.
By: /s/ AART J. DE GEUS
----------------------------------------
Aart J. de Geus
President, Chief Executive Officer, and
Chairman of the Board of Directors
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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 Sugushita, and
each of them, as his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
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 or she 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 ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ AART J. DE GEUS President, Chief Executive Officer, April 23, 1998
- ------------------------- and Chairman of the Board of
Aart J. de Geus Directors (Principal Executive
Officer)
/s/ WILLIAM W. LATTIN Executive Vice President and April 23, 1998
- ------------------------- Director
William W. Lattin
/s/ DAVID SUGISHITA Chief Financial Officer (Principal April 23, 1998
- ------------------------- Financial and Accounting Officer)
David Sugishita
/s/ CHI-FOON CHAN Chief Operating Officer and April 23, 1998
- ------------------------- Director
Chi-Foon Chan
/s/ DEBORAH A. COLEMAN Director April 23, 1998
- -------------------------
Deborah A. Coleman
/s/ HARVEY C. JONES, JR Director April 23, 1998
- -------------------------
Harvey C. Jones, Jr.
/s/ A. RICHARD NEWTON Director April 23, 1998
- -------------------------
A. Richard Newton
/s/ STEVEN C. WALSKE Director April 23, 1998
- -------------------------
Steven C. Walske
</TABLE>
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SYNOPSYS, INC.
REGISTRATION STATEMENT ON FORM S-8
INDEX TO EXHIBITS
Exhibit
Number Description
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5.1 Opinion of counsel as to legality of securities being registered
10.1(1) Employee Stock Purchase Plan (as amended through November 5, 1997)
10.2(2) International Employee Stock Purchase Plan (as amended through
November 5, 1997)
10.3 1998 Nonstatutory Stock Option Plan
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)
- ----------
(1) Incorporated by reference to Exhibit 99.2 of the Company's
Annual Report on Form 10-K for the fiscal year ended
September 30, 1997 (File no. 000-198007).
(2) Incorporated by reference to Exhibit 99.3 of the Company's
Annual Report of Form 10-K for the fiscal year ended
September 30, 1997 (File no. 000-198007).
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EXHIBIT 5.1
[Letterhead]
April 24, 1998
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 April 24, 1998 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 1,966,736 shares of your
Common Stock, par value $0.01 per share (the "Shares"), to be issued pursuant to
the Employee Stock Purchase Plan, the International Employee Stock Purchase Plan
and the 1998 Nonstatutory 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 purchase 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
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EXHIBIT 10.3
SYNOPSYS, INC.
1998 NONSTATUTORY STOCK OPTION PLAN
(ADOPTED JANUARY 28, 1998)
ARTICLE ONE
GENERAL
I. PURPOSE OF THE PLAN
A. This 1998 Nonstatutory Stock Option Plan (the "Plan") is intended to
promote the interests of Synopsys, Inc., a Delaware corporation (the
"Corporation"), by providing (i) key employees (excluding officers and
directors) of the Corporation (or its parent or subsidiary corporations) who
contribute to the management, growth and financial success of the Corporation
(or its parent or subsidiary corporations) and (ii) consultants and other
independent advisors who provide valuable services to the Corporation (or its
parent or subsidiary corporations) with the opportunity to acquire a proprietary
interest, or otherwise increase their proprietary interest, in the Corporation
as an incentive for them to remain in the service of the Corporation (or its
parent or subsidiary corporations).
B. For purposes of the Plan, the following provisions shall be
applicable in determining the parent and subsidiary corporations of the
Corporation:
Any corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation shall be considered to be a parent of
the Corporation, provided each such corporation in the unbroken chain (other
than the Corporation) owns, at the time of the determination, stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.
Each corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation shall be considered to be a
subsidiary of the Corporation, provided each such corporation (other than the
last corporation) in the unbroken chain owns, at the time of the determination,
stock possessing fifty percent (50%) or more of the total combined voting power
of all classes of stock in one of the other corporations in such chain.
II. ADMINISTRATION OF THE PLAN
A. Administrator. The Plan shall be administered by (i) the Board of
Directors (the "Board"), or (ii) a committee of Directors appointed by the
Board, which committee shall be constituted to satisfy applicable laws (in
either case, the "Administrator"). The Board at any time may terminate the
authority delegated to any committee of the Board pursuant to this Section II(A)
and revest in the Board the administration of the Plan.
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B. Powers of the Administrator. In particular and without limitation,
the Administrator, subject to the terms of the Plan, shall have the authority,
in its discretion to:
(i) select the employees and consultants to whom Options may be
granted;
(ii) determine whether and to what extent Options are to be granted
under the Plan;
(iii) determine the number of shares to be covered by each Option
granted under the Plan; and
(iv) determine the terms and conditions of any Option granted under
the Plan and any related loans to be made by the Company, based upon factors
determined by the Administrator.
C. Administrator Determinations Binding. The Administrator may adopt,
alter and repeal administrative rules, guidelines and practices governing the
Plan as it from time to time shall deem advisable, may interpret the terms and
provisions of the Plan, any Option and any Option agreement and may otherwise
supervise the administration of the Plan. Any determination made by the
Administrator pursuant to the provisions of the Plan with respect to any Option
shall be made in its sole discretion at the time of the grant of the Option or,
unless in contravention of any express term of the Plan or Option, at any later
time. All decisions made by the Administrator under the Plan shall be binding on
all persons, including the Company and Plan participants. No member of the
Administrator shall be liable for any action that he or she has in good faith
taken or failed to take with respect to this Plan or any Option.
III. ELIGIBILITY
The persons eligible to receive option grants (the "Optionee(s)") are as
follows:
(i) key employees of the Corporation (or its parent or subsidiary
corporations) who render services which contribute to the management, growth and
financial success of the Corporation (or its parent or subsidiary corporations);
(ii) those consultants or other independent advisors who provide
valuable services to the Corporation (or its parent or subsidiary corporations.
IV. STOCK SUBJECT TO THE PLAN
A. Shares of the Corporation's common stock (the "Common Stock") shall
be available for issuance under the Plan and shall be drawn from either the
Corporation's authorized but unissued shares of Common Stock or from reacquired
shares of Common Stock, including
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shares repurchased by the Corporation on the open market. The maximum number of
shares of Common Stock which may be issued over the term of the Plan shall not
exceed the sum of 566,736 shares.
B. Should one or more outstanding options under this Plan expire or
terminate for any reason prior to exercise in full, then the shares subject to
the portion of each option not so exercised shall be available for subsequent
option grant under the Plan. Shares issued under the Plan shall not be available
for subsequent option grant under the Plan. In addition, should the exercise
price of an outstanding option under the Plan be paid with shares of Common
Stock, then the number of shares of Common Stock available for issuance under
the Plan shall be reduced by the gross number of shares for which the option is
exercised, and not by the net number of shares of Common Stock actually issued
to the holder of such option.
C. In the event any change is made to the Common Stock issuable under
the Plan by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
outstanding Common Stock as a class without the Corporation's receipt of
consideration, appropriate adjustments shall be made to the number and/or class
of securities and price per share in effect under each outstanding option under
the Plan. Such adjustments to the outstanding options are to be effected in a
manner which shall preclude the enlargement or dilution of rights and benefits
under such options.
The adjustments determined by the Administrator shall be final, binding
and conclusive.
D. Common Stock issuable under the Plan may be subject to such
restrictions on transfer, repurchase rights or other restrictions determined by
the Administrator.
ARTICLE TWO
OPTION GRANTS
I. TERMS AND CONDITIONS OF OPTIONS
Options granted pursuant to the Plan shall be authorized by action of
the Administrator and will be nonstatutory options. Each granted option shall be
evidenced by one or more instruments in the form approved by the Administrator;
provided, however, that each such instrument shall comply with the terms and
conditions specified below.
A. Option Price.
(1) The option price per share shall be fixed by the
Administrator. In no event, however, shall it be less than one hundred percent
(100%) of the fair market value per share of Common Stock on the date of the
option grant.
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(2) The option price shall become immediately due upon exercise
of the option and, subject to the instrument evidencing the grant, shall be
payable in one of the following alternative forms specified below:
(a) full payment in cash or check drawn to the Corporation's
order;
(b) full payment in shares of Common Stock held for at least
six (6) months and valued at fair market value on the Exercise Date (as such
term is defined below);
(c) full payment in a combination of shares of Common Stock
held for at least six (6) months and valued at fair market value on the Exercise
Date and cash or check; or
(d) full payment through a broker-dealer sale and remittance
procedure pursuant to which the Optionee (i) shall provide irrevocable written
instructions to a Corporation-designated brokerage firm to effect the immediate
sale of the purchased shares and remit to the Corporation, out of the sale
proceeds available on the settlement date, sufficient funds to cover the
aggregate option price payable for the purchased shares plus all applicable
Federal and State income and employment taxes required to be withheld by the
Corporation in connection with such purchase and (ii) shall provide written
directives to the Corporation to deliver the certificates for the purchased
shares directly to such brokerage firm in order to complete the sale
transaction.
For purposes of this subparagraph (2), the Exercise Date shall be the
date on which written notice of the option exercise is delivered to the
Corporation. Except to the extent the sale and remittance procedure is utilized
in connection with the exercise of the option, payment of the option price for
the purchased shares must accompany such notice.
(3) The fair market value per share of Common Stock on any
relevant date under the Plan shall be determined in accordance with the
following provisions:
(a) If the Common Stock is not at the time listed or admitted
to trading on any national stock exchange but is traded on the Nasdaq National
Market, the fair market value shall be the closing selling price per share of
Common Stock on the date in question, as such price is reported by the National
Association of Securities Dealers on the Nasdaq National Market System or any
successor system. If there is no reported closing selling price for the Common
Stock on the date in question, then the closing selling price on the last
preceding date for which such quotation exists shall be determinative of fair
market value.
(b) If the Common Stock is at the time listed or admitted to
trading on any national stock exchange, then the fair market value shall be the
closing selling price per share of Common Stock on the date in question on the
stock exchange determined by the Administrator to be the primary market for the
Common Stock, as such price is officially quoted
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in the composite tape of transactions on such exchange. If there is no reported
sale of Common Stock on such exchange on the date in question, then the fair
market value shall be the closing selling price on the exchange on the last
preceding date for which such quotation exists.
B. Term and Exercise of Options. Each option shall be exercisable at
such time or times and during such period as is determined by the Administrator
and set forth in the stock option agreement evidencing the grant; provided that
at least 75% of the options granted hereunder shall become exercisable ratably
over a four year period from the date of grant, with the vesting interval (i.e.,
monthly, quarterly, etc.) and any period prior to the commencement of vesting
determined in each case by the Plan Administrator. No such option, however,
shall have a maximum term in excess of ten (10) years from the grant date. An
option may not be exercised for a fraction of a share. During the lifetime of
the Optionee, the option shall be exercisable only by the Optionee and shall not
be assignable or transferable by the Optionee otherwise than by will or by the
laws of descent and distribution following the Optionee's death.
C. Termination of Service.
(1) Except to the extent otherwise provided pursuant to Section
III of this Article Two, the following provisions shall govern the exercise
period applicable to any outstanding options under the Plan which are held by
the Optionee at the time of his or her cessation of Service or death.
(a) Should the Optionee cease Service for any reason
(including death or permanent disability as defined in Section 22(e)(3) of the
Internal Revenue Code) while holding one or more outstanding options under the
Plan, then none of those options shall (except to the extent otherwise provided
pursuant to Section III of this Article Two) remain exercisable beyond the
limited post-Service period designated by the Administrator at the time of the
option grant and set forth in the option agreement.
(b) Any option granted to an Optionee under the Plan and
exercisable in whole or in part on the date of the Optionee's death may be
subsequently exercised, by the personal representative of the Optionee's estate
or by the person or persons to whom the option is transferred pursuant to the
Optionee's will or in accordance with the laws of descent and distribution,
provided and only if such exercise occurs prior to the earlier of (i) the
expiration of the period designated by the Administrator at the time of the
option grant and set forth in the option agreement, which may be any period from
one month to three years measured from the date of the Optionee's death, or (ii)
the specified expiration date of the option term. Upon the occurrence of the
earlier event, the option shall terminate and cease to be exercisable.
(c) Under no circumstances, however, shall any such option
be exercisable after the specified expiration date of the option term.
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(d) During the limited post-Service exercise period, the
option may not be exercised for more than the number of shares for which the
option is exercisable on the date of the Optionee's cessation of Service. Upon
the expiration of such limited exercise period or (if earlier) upon the
expiration of the option term, the option shall terminate and cease to be
exercisable. However, upon the Optionee's cessation of Service, each outstanding
option at the time held by the Optionee shall immediately terminate and cease to
be outstanding with respect to any shares for which the option is not otherwise
at that time exercisable or in which the Optionee is not otherwise vested.
(e) Should (i) the Optionee's Service be terminated for
misconduct (including, but not limited to, any act of dishonesty, willful
misconduct, fraud or embezzlement) or (ii) the Optionee make any unauthorized
use or disclosure of confidential information or trade secrets of the
Corporation or its parent or subsidiary corporations, then in any such event all
outstanding options held by the Optionee under this Article Two shall terminate
immediately and cease to be exercisable.
(2) The Administrator shall have complete discretion, exercisable
either at the time the option is granted or at any time while the option remains
outstanding, to permit one or more options held by the Optionee under this
Article Two to be exercised, during the limited period of exercisability
provided under subparagraph (1) above, not only with respect to the number of
shares for which each such option is exercisable at the time of the Optionee's
cessation of Service but also with respect to one or more subsequent
installments for which the option would otherwise have become exercisable had
such cessation of Service not occurred.
(3) For purposes of the foregoing provisions of this Section I
(and for all other purposes under the Plan):
(a) The Optionee shall (except to the extent otherwise
specifically provided in the applicable option agreement) be deemed to remain in
the Service of the Corporation for so long as such individual renders services
on a periodic basis to the Corporation (or any parent or subsidiary corporation)
in the capacity of an Employee, a non-employee member of the Board or an
independent consultant or advisor.
(b) The Optionee shall be considered to be an Employee for
so long as he or she remains in the employ of the Corporation or one or more
parent or subsidiary corporations, subject to the control and direction of the
employer entity not only as to the work to be performed but also as to the
manner and method of performance.
D. Stockholder Rights. An Optionee shall have no stockholder rights with
respect to any shares covered by the option until such individual shall have
exercised the option, paid the option price for the purchased shares and been
issued a stock certificate for such shares.
V. CORPORATE TRANSACTIONS/CHANGES IN CONTROL
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A. In the event of any of the following stockholder-approved
transactions to which the Corporation is a party (a "Corporate Transaction"):
(i) a merger or consolidation in which the Corporation is not the
surviving entity, except for a transaction the principal purpose of which is to
change the State of the Corporation's incorporation,
(ii) the sale, transfer or other disposition of all or
substantially all of the assets of the Corporation in liquidation or dissolution
of the Corporation, or
(iii) any reverse merger in which the Corporation is the surviving
entity but in which securities possessing more than fifty percent (50%) of the
total combined voting power of the Corporation's outstanding securities are
transferred to holders different from those who held such securities immediately
prior to such merger, then the exercisability of each option outstanding under
the Plan shall automatically accelerate so that each such option shall,
immediately prior to the specified effective date for the Corporate Transaction,
become fully exercisable with respect to the total number of shares of Common
Stock at the time subject to such option and may be exercised for all or any
portion of such shares. However, an outstanding option under this Article Two
shall not so accelerate if and to the extent: (i) such option is, in connection
with the Corporate Transaction, to be assumed by the successor corporation or
parent thereof or replaced with a comparable option to purchase shares of the
capital stock of the successor corporation or parent thereof, (ii) such option
is to be replaced by a comparable cash incentive program of the successor
corporation based on the option spread at the time of the Corporate Transaction,
or (iii) the acceleration of such option is subject to other limitations imposed
by the Administrator at the time of the option grant. The determination of
comparability under clause (i) or (ii) above shall be made by the Administrator,
and its determination shall be final, binding and conclusive.
B. Immediately after the consummation of the Corporate Transaction, all
outstanding options under the Plan shall terminate and cease to be outstanding,
except to the extent assumed by the successor corporation or its parent company.
C. Each outstanding option under the Plan which is assumed in connection
with the Corporate Transaction or is otherwise to continue in effect shall be
appropriately adjusted, immediately after such Corporate Transaction, to apply
and pertain to the number and class of securities which would have been issued
to the option holder, in consummation of such Corporate Transaction, had such
person exercised the option immediately prior to such Corporate Transaction.
Appropriate adjustments shall also be made to the option price payable per
share, provided the aggregate option price payable for such securities shall
remain the same. In addition, the maximum number and/or class of securities
available for issuance under the Plan and the total number and/or class of
securities for which stock options may be granted to any one participant in the
Plan shall be appropriately adjusted following the consummation of the
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Corporate Transaction to reflect the effect of such transaction upon the
Corporation's capital structure.
D. The grant of options under the Plan shall in no way affect the right
of the Corporation to adjust, reclassify, reorganize or otherwise change its
capital or business structure or to merge, consolidate, dissolve, liquidate or
sell or transfer all or any part of its business or assets.
E. The Administrator shall have the discretionary authority, exercisable
at the time the option is granted or at any time while the option remains
outstanding, to provide for the automatic acceleration of one or more
outstanding options under this Article Two upon the occurrence of a Change in
Control. Alternatively, the Administrator shall have full power and authority to
condition any such option acceleration upon the subsequent termination of the
Optionee's Service within a specified period following the Change in Control.
F. For purposes of this Section II, a Change in Control shall be deemed
to occur in the event:
(i) any person or related group of persons (other than the
Corporation or a person that directly or indirectly controls, is controlled by,
or is under common control with, the Corporation) directly or indirectly
acquires beneficial ownership (within the meaning of Rule 13d-3 of the 1934 Act)
of securities possessing more than fifty percent (50%) of the total combined
voting power of the Corporation's outstanding securities pursuant to a tender or
exchange offer made directly to the Corporation's stockholders which the Board
does not recommend such stockholders to accept; or
(ii) there is a change in the composition of the Board over a
period of twenty-four (24) consecutive months or less such that a majority of
the Board members ceases, by reason of one or more proxy contests for the
election of Board members, to be comprised of individuals who either (A) have
been Board members continuously since the beginning of such period or (B) have
been elected or nominated for election as Board members during such period by at
least a majority of the Board members described in clause (A) who were still in
office at the time such election or nomination was approved by the Board.
G. Any options accelerated in connection with the Change in Control
shall remain fully exercisable until the expiration or sooner termination of the
option term.
VI. EXTENSION OF EXERCISE PERIOD
The Administrator shall have full power and authority to extend the
period of time for which any option granted under this Article Two is to remain
exercisable following the Optionee's cessation of Service or death from the
limited period in effect under Section I of this Article Two to such greater
period of time as the Administrator shall deem appropriate; provided,
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however, that in no event shall such option be exercisable after the specified
expiration date of the option term.
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ARTICLE THREE
MISCELLANEOUS
I. [INTENTIONALLY OMITTED.]
II. AMENDMENT OF THE PLAN AND OPTIONS
A. The Board has complete and exclusive power and authority to amend or
modify the Plan in any or all respects whatsoever. However, no such amendment or
modification may adversely affect the rights and obligations of an Optionee with
respect to options at the time outstanding under the Plan, unless the Optionee
consents to such amendment.
III. TERM OF PLAN
The Plan shall become effective upon its adoption by the Board. It shall
continue in effect for ten (10) years, unless sooner terminated under Article
Two of the Plan.
IV. USE OF PROCEEDS
Any cash proceeds received by the Company from the sale of shares under
the Plan shall be used for general corporate purposes.
V. REGULATORY APPROVALS
A. The implementation of the Plan, the granting of any option under the
Plan and the issuance of Common Stock upon the exercise or surrender of the
option grants made hereunder shall be subject to the Corporation's procurement
of all approvals and permits required by regulatory authorities having
jurisdiction over the Plan, the options granted under it, and the Common Stock
issued pursuant to it.
B. No shares of Common Stock or other assets shall be issued or
delivered under this Plan unless and until there shall have been compliance with
all applicable requirements of Federal and State securities laws, including the
filing and effectiveness of the Form S-8 registration statement for the shares
of Common Stock issuable under the Plan, and all applicable listing requirements
of any securities exchange on which stock of the same class is then listed.
VI. NO EMPLOYMENT/SERVICE RIGHTS
Neither the action of the Company in establishing the Plan, nor any
action taken by the Administrator hereunder, nor any provision of the Plan shall
be construed so as to grant any individual the right to remain in the employ or
service of the Corporation (or any parent or subsidiary corporation) for any
period of specific duration, and the Corporation (or any parent or
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subsidiary corporation retaining the services of such individual) may terminate
such individual's employment or service at any time and for any reason, with or
without cause.
VII. MISCELLANEOUS PROVISIONS
A. The right to acquire Common Stock or other assets under the Plan may
not be assigned, encumbered or otherwise transferred by any Optionee.
B. The provisions of the Plan shall be governed by the laws of the State
of California, as such laws are applied to contracts entered into and performed
in such State.
C. The provisions of the Plan shall inure to the benefit of, and be
binding upon, the Corporation and its successors or assigns, whether by
Corporate Transaction or otherwise, and the Optionees, the legal representatives
of their respective estates, their respective heirs or legatees and their
permitted assignees.
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EXHIBIT 23.2
CONSENT OF KPMG PEAT MARWICK LLP
The Board of Directors
Synopsys, Inc.
We consent to incorporation by reference in the Registration Statement dated on
or about April 24, 1998 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, 1996 and 1997, 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, and the related schedule,
which reports appear or are incorporated by reference in the September 30, 1997,
Annual Report on Form 10-K of Synopsys, Inc.
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
Mountain View, California
April 23, 1998
<PAGE> 1
EXHIBIT 23.3
CONSENT OF DELOITTE & TOUCHE LLP
The Board of Directors
Synopsys, Inc.
We consent to the incorporation by reference in this Registration Statement of
Synopsys, Inc. on Form S-8 or our report dated October 11, 1996 (relating to the
consolidated financial statements of EPIC Design Technology, Inc. not presented
separately therein), appearing in and incorporated by reference in the Annual
Report on Form 10-K of Synopsys, Inc. for the year ended September 30, 1997.
Deloitte & Touche LLP
/s/ Deloitte & Touche LLP
San Jose, California
April 23, 1998
