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As filed with the Securities and Exchange Commission on November 9, 1999
Registration No. 333-
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UNITED STATES
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)
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DELAWARE 56-1546236
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(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
700 EAST MIDDLEFIELD ROAD
MOUNTAIN VIEW, CA 94043-4033
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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1998 NONSTATUTORY STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
-----------------------------------
AART J. DE GEUS
CHIEF EXECUTIVE OFFICER
SYNOPSYS, INC.
700 EAST MIDDLEFIELD ROAD
MOUNTAIN VIEW, CA 94043-4033
(650) 962-5000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND 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 94303
(650) 493-9300
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CALCULATION OF REGISTRATION FEE
<TABLE>
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==========================================================================================================================
PROPOSED PROPOSED
MAXIMUM MAXIMUM
TITLE OF EACH CLASS AMOUNT OFFERING AGGREGATE AMOUNT OF
OF SECURITIES TO TO BE PRICE OFFERING REGISTRATION
BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE(2)
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<S> <C> <C> <C> <C>
Common Stock, $0.01 par value
To be issued under the 1998
Nonstatutory Stock Option Plan 1,077,500 Shares $65.7188 $70,812,007.00 $19,685.74
==========================================================================================================================
</TABLE>
(1) Pursuant to Rule 429 under the Securities Act of 1933, as amended (the
"Securities Act"), the prospectus relating hereto also relates to shares
registered under Form S-8 Registration Statements Nos. 333-84279, 333-77597
and 333-50947.
(2) Computed in accordance with Rule 457(h) and Rule 457(c) of the Securities
Act. The estimated exercise price of $65.7188 was computed in accordance with
Rule 457(c) based upon the average of the high and low prices of the Company's
Common Stock as reported on The Nasdaq National Market on November 5, 1999.
===============================================================================
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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, 1998 filed pursuant to Section 13 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended January 2, 1999, April 3, 1999 and July 3, 1999 filed pursuant to Section
13 of the Exchange Act.
(c) The Company's Current Report on Form 8-K regarding its financial
results for the quarter and fiscal year ended October 2, 1999, filed on October
28, 1999 pursuant to Section 13 of the Exchange Act.
(d) The Company's Current Report on Form 8-K regarding a change in the
Company's fiscal year and its financial results for the quarter ended July 3,
1999, filed on July 23, 1999 pursuant to Section 13 of the Exchange Act.
(e) The Company's Current Report on Form 8-K regarding its financial
results for the quarter ended April 3, 1999, filed on April 23, 1999 pursuant to
Section 13 of the Exchange Act.
(f) The Company's Current Report on Form 8-K regarding its financial
results for the quarter ended January 2, 1999, filed on January 25, 1999
pursuant to Section 13 of the Exchange Act.
(g) The description of the Company's Preferred Share Purchase Rights as set
forth in the Registration Statement filed by the Company on Form 8-A on October
31, 1997 pursuant to Section 12(g) of the Exchange Act, as amended by any
further amendments or reports filed with the Securities and Exchange Commission
for the purpose of updating such description.
(h) 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
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.
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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
damage 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 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 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;
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(2) That, for the purpose of determining any liability under
the Securities Act, 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, 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.
(c) 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 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
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 November 9,
1999.
SYNOPSYS, INC.
By: /s/ Aart J. de Geus
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Aart J. de Geus
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each such person whose
signature appears below constitutes and appoints Aart J. de Geus and David M.
Sugishita, and each of them, as his or her true and lawful attorney-in-fact,
with full power of substitution, for him or her in any and all capacities, to
sign any 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 BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Aart J. de Geus Chief Executive Officer and Chairman of the November 9, 1999
- ----------------------------------- Board of Directors (Principal Executive Officer)
Aart J. de Geus
/s/ Chi-Foon Chan President, Chief Operating Officer and Director November 9, 1999
- -----------------------------------
Chi-Foon Chan
/s/ Andy D. Bryant Director November 9, 1999
- -----------------------------------
Andy D. Bryant
/s/ Deborah A. Coleman Director November 9, 1999
- -----------------------------------
Deborah A. Coleman
/s/ Harvey C. Jones, Jr. Director November 9, 1999
- -----------------------------------
Harvey C. Jones, Jr.
/s/ William W. Lattin Director November 9, 1999
- -----------------------------------
William W. Lattin
/s/ A. Richard Newton Director November 9, 1999
- -----------------------------------
A. Richard Newton
/s/ Sasson Somekh Director November 9, 1999
- ------------------------------------
Sasson Somekh
/s/ Steven C. Walske Director November 9, 1999
- -----------------------------------
Steven C. Walske
/s/ David M. Sugishita Chief Financial Officer (Principal Financial November 9, 1999
- ------------------------------------ and Accounting Officer)
David M. Sugishita
</TABLE>
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INDEX TO EXHIBITS
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Exhibit
Number Exhibit
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<S> <C>
5.1 Opinion of counsel as to legality of securities being
registered
10.1 1998 Nonstatutory Stock Option Plan, as amended
23.1 Consent of Independent Auditors
23.2 Consent of Deloitte & Touche LLP
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see page II-5)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
November 8, 1999
Synopsys, Inc.
700 East Middlefield Road
Mountain View, CA 94043
Re: Registration Statement on Form S-8
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 November 9, 1999
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, for an aggregate of 1,077,500 of your Common
Shares under the 1998 Nonstatutory Stock Option Plan. Such shares of Common
Stock are referred to herein as the "Shares," and such plan is referred to
herein as the "Plan." 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 Plan.
It is our opinion that, when issued and sold in the manner described in
the Plan and pursuant to the agreements which accompany each grant under the
Plan, 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.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
<PAGE> 1
EXHIBIT 10.1
SYNOPSYS, INC.
1998 NONSTATUTORY STOCK OPTION PLAN
(AS AMENDED AS OF OCTOBER 27, 1999)
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.
<PAGE> 2
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 number of shares
of Common Stock which may be issued over the term of the Plan shall be
determined from time to time by the Board.
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
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subsidiary corporation) for any period of specific duration, and the Corporation
(or any parent or 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 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Synopsys, Inc.
We consent to incorporation herein of our report dated October 26, 1998,
relating to the consolidated balance sheets of Synopsys, Inc. and subsidiaries
as of September 30, 1998 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, 1998, and the related consolidated
financial statement schedule, which reports appear or are incorporated by
reference in the September 30, 1998, Annual Report on Form 10-K of Synopsys,
Inc.
KPMG LLP
Mountain View, California
November 5, 1999
<PAGE> 1
EXHIBIT 23.2
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 therein), appearing in and incorporated by reference in the Annual
Report on Form 10-K of Synopsys, Inc. for the year ended September 30, 1998.
DELOITTE & TOUCHE LLP
San Jose, California
November 5, 1999
