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As filed with the Securities and Exchange Commission on September 1, 2000
Registration No. 333-_________
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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
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
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700 EAST MIDDLEFIELD ROAD
MOUNTAIN VIEW, CALIFORNIA 94043
(Address of principal executive offices) (Zip Code)
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THE SILICON GROUP, INC. NONSTATUTORY STOCK OPTION PLAN
SYNOPSYS, INC. 1998 NONSTATUTORY STOCK OPTION PLAN
(Full title of the Plans)
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AART J. DE GEUS
CHIEF EXECUTIVE OFFICER
SYNOPSYS, INC.
700 EAST MIDDLEFIED ROAD
MOUNTAIN VIEW, CALIFORNIA 94043
(Name and address of agent for service)
(650) 962-5000
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered(1) per Share(2) Offering Price(2) Fee
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Common Stock, $0.01 par value,
to be issued under:
The Silicon Group, Inc.
Nonstatutory Stock Option Plan 33,985 shares $ 0.11 $ 3,738.35 $ 0.99
Synopsys 1998 Nonstatutory
Stock Option Plan 5,800,000 shares $36.4375 $211,337,500.00 $55,793.10
Total: 5,833,985 shares -- $211,341,238.35 $55,794.09
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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 333-90643, 333-84279,
333-77597, 333-50947 and 333-38810 . This Registration Statement shall also
cover any additional shares of Registrant's Common Stock which become
issuable under The Silicon Group, Inc. Nonstatutory Stock Option Plan and
Synopsys 1998 Nonstatutory Stock Option Plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction
effected without the Registrant's receipt of consideration which results in
an increase in the number of the Registrant's outstanding shares of Common
Stock.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended (the "1933 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 August 30, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Synopsys, Inc. (the "Registrant") hereby incorporates by reference into
this Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
September 30, 1999 filed with the Commission on December 23, 1999,
pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended (the "1934 Act");
(b) The Registrant's Quarterly Reports on Form 10-Q filed with the
Commission on March 14, 2000 and June 13, 2000 for the periods ending
January 29, 2000 and April 29, 2000, respectively;
(c) The Registrant's Current Reports on Form 8-K filed with the Commission
on February 18, 2000 and May 19, 2000;
(d) The Registrant's Registration Statement on Form 8-A, filed with
Commission on January 24, 1992, pursuant to Section 12(g) of the 1934
Act, in which there is described the terms, rights and provisions
applicable to the Registrant's Common Stock; and
(e) The Registrant's Registration Statement on Form 8-A, filed with the
Commission on October 31, 1997, pursuant to Section 12(g) of the 1934
Act, and as amended on Form 8-A/A on December 13, 1999 and April 10,
2000 in which there is described the terms, rights and provisions
applicable to the Registrant's Preferred Share Purchase Rights.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
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
Section 145 of the Delaware General Corporation Law permits a corporation
to include in its charter documents, and in agreements between the corporation
and its directors and officers, provisions expanding the scope of
indemnification beyond that specifically provided by the current law.
Article X of the Registrant's Restated Certificate of Incorporation
provides for the indemnification of directors to the fullest extent permissible
under Delaware Law.
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Article VII of the Registrant's Bylaws provides for the indemnification of
officers, directors and third parties to the fullest extent permissible under
Delaware Law, which provisions are deemed to be a contract between the
Registrant and each director and officer who serves in such capacity while such
bylaw is in effect.
The Registrant has entered into indemnification agreements with its
directors and executive officers, in addition to the indemnification provided
for in the Registrant's Bylaws, and intends to enter into indemnification
agreements with any new directors and executive officers in the future. The
Registrant has also obtained liability insurance for the benefit of its
directors and officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
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Exhibit Number Exhibit
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Instruments Defining the Rights of Stockholders. Reference is made to the
Registrant's Registration Statements on Form 8-A, including the exhibits
thereto, incorporated herein by reference pursuant to Items 3(d) and 3(e) of
this Registration Statement.
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5.1 Opinion of Counsel.
10.1 1998 Nonstatutory Stock Option Plan*
10.2 The Silicon Group, Inc. Nonstatutory Stock Option Plan.
10.3 Form of The Silicon Group, Inc. Stock Option Agreement.
10.4 Form of Notice of Assumption of Stock Options for The
Silicon Group, Inc.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Counsel is contained in Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
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* Incorporated by reference to exhibit to the Registrant's Registration
Statement of Form S-8 (File No. 333-90643) as filed with the Securities and
Exchange Commission on November 9, 1999.
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the "1933 Act"), (ii) to
reflect in the prospectus any facts or events arising after the effective date
of this 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 this Registration Statement and (iii) to include
any material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act
that are incorporated by reference into this Registration Statement; (2) that
for the purpose of determining any liability under the 1933 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; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d)
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of the 1934 Act that is incorporated by reference into this 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. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnification provisions summarized in Item 6 or otherwise,
the Registrant has been advised that, in the opinion of the Commission, such
indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Mountain View, State of California on this first
day of September, 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 person whose signature
appears below constitutes and appoints Aart J. de Geus and Robert B. Henske, and
each of them, as such person's true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file 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 such person 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 or her
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:
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Signature Title Date
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/s/ AART J. DE GEUS Chief Executive Officer September 1, 2000
--------------------------------- (Principal Executive Officer) and
Aart J. de Geus Chairman of the Board of Directors
/s/ CHI-FOON CHAN President, Chief Operating Officer September 1, 2000
--------------------------------- and Director
Chi-Foon Chan
/s/ ROBERT B. HENSKE Chief Financial Officer September 1, 2000
--------------------------------- (Principal Financial Officer)
Robert B. Henske
/s/ RICHARD ROWLEY Corporate Controller September 1, 2000
--------------------------------- (Principal Accounting Officer)
Richard Rowley
/s/ ANDY D. BRYANT Director September 1, 2000
---------------------------------
Andy D. Bryant
/s/ DEBORAH A. COLEMAN Director September 1, 2000
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Deborah A. Coleman
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Signature Title Date
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/s/ HARVEY C. JONES, JR. Director September 1, 2000
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Harvey C. Jones, Jr.
/s/ WILLIAM W. LATTIN Director September 1, 2000
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William W. Lattin
/s/ A. RICHARD NEWTON Director September 1, 2000
---------------------------------
A. Richard Newton
/s/ SASSON SOMEKH Director September 1, 2000
---------------------------------
Sasson Somekh
/s/ STEVEN C. WALSKE Director September 1, 2000
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Steven C. Walske
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
SYNOPSYS, INC.
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EXHIBIT INDEX
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Exhibit Number Exhibit
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5.1 Opinion of Counsel.
10.1 1998 Nonstatutory Stock Option Plan*
10.2 The Silicon Group, Inc. Nonstatutory Stock Option Plan.
10.3 Form of The Silicon Group, Inc. Stock Option Agreement.
10.4 Form of Notice of Assumption of Stock Options for The
Silicon Group, Inc.
23.1 Consent of KPMG LLP, Independent Auditors.
23.2 Consent of Counsel is contained in Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page II-4 of this
Registration Statement.
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* Incorporated by reference to exhibit to the Registrant's Registration
Statement of Form S-8 (File No. 333-90643) as filed with the Securities and
Exchange Commission on November 9, 1999.
