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As filed with the Securities and Exchange Commission on March 10, 2000
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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)
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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 Process)
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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>
<CAPTION>
TITLE OF EACH CLASS AMOUNT TO BE PROPOSED PROPOSED
OF SECURITIES TO BE REGISTERED (1) MAXIMUM MAXIMUM AMOUNT
REGISTERED OFFERING AGGREGATE OF
PRICE OFFERING REGISTRATION
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 2,200,000 Shares $39.1875 $86,212,500 $22,760.10
</TABLE>
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(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, 333-50947 and 333-90643.
(2) Computed in accordance with Rule 457(h) and Rule 457(c) of the Securities
Act. The estimated exercise price 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 March 7, 2000.
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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, 1999 filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
(b) The Company's Current Report on Form 8-K regarding its financial
results for the quarter ended January 29, 2000, filed on February 18,
2000 pursuant to Section 13 of the Exchange Act.
(c) 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 Amendment No. 1 thereto on Form 8-A/A filed on December
13, 1999 and any further amendments or reports filed with the
Securities and Exchange Commission for the purpose of updating such
description.
(d) 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.
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.
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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;
(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.
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(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) Filings 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 March 8, 2000.
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 Steven K. Shevick,
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.
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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>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ AART J. DE GEUS Chief Executive Officer and March 8, 2000
- ---------------------------------------- Chairman of the Board of Directors
Aart J. de Geus (Principal Executive Officer)
/s/ CHI-FOON CHAN President, Chief Operating March 8, 2000
- ---------------------------------------- Officer and Director
Chi-Foon Chan
/s/ ANDY BRYANT Director March 8, 2000
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Andy Bryant
/s/ DEBORAH A. COLEMAN Director March 8, 2000
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Deborah A. Coleman
/s/ HARVEY C. JONES Director March 8, 2000
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Harvey C. Jones, Jr.
/s/ WILLIAM W. LATTIN Director March 8, 2000
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William W. Lattin
/s/ A. RICHARD NEWTON Director March 8, 2000
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A. Richard Newton
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ SASSON SOMEKH Director March 8, 2000
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Sasson Somekh
/s/ STEVEN C. WALSKE Director March 8, 2000
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Steven C. Walske
/s/ STEVEN K. SHEVICK Chief Financial Officer March 8, 2000
- ---------------------------------------- (Principal Financial Officer)
Steven K. Shevick
/s/ RICHARD ROWLEY Corporate Controller March 8, 2000
- ---------------------------------------- (Principal Accounting Officer)
Richard Rowley
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
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 Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (see page 6)
</TABLE>
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*Incorporated by reference from exhibit to Registration Statement on Form S-8
filed by the Company with the Securities and Exchange Commission on November 9,
1999.
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EXHIBIT 5.1
March 10, 2000
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 March 10, 2000
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, for an aggregate of 2,200,000 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.
Sincerely,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Synopsys, Inc.
We consent to incorporation herein of our reports dated October 23, 1999
relating to the consolidated balance sheets of Synopsys, Inc. and subsidiaries
as of September 30, 1999 and 1998, 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, 1999, and the related consolidated
financial statement schedule, which reports appear in the September 30, 1999,
annual report on Form 10-K of Synopsys, Inc.
KPMG LLP
Mountain View, California
March 10, 2000
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