As filed with the Securities and Exchange Commission on July __, 2002
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SYNOPSYS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 56-1546236
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
700 EAST MIDDLEFIELD ROAD
MOUNTAIN VIEW, CALIFORNIA 94043
(Address of principal executive offices) (Zip Code)
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, CALIFORNIA 94043
(Name and address of agent for service)
(650) 584-5000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered (1) Per Share (2) Price(2) Fee (2)(3)
---------- -------------- ------------- --------- --------------
Common Stock, $0.01 par value, to be
issued under the 1998 Nonstatutory
Stock Option Plan: 2,526,760 shares $40.99 $103,571,890 $9,529
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(1) Pursuant to Rule 429 under the Securities Act of 1933, as amended (the
"1933 Act") the prospectus relating hereto also relates to shares
registered under Form S-8 Registration Statements 333-56170, 333-90643,
333-84279, 333-77597, 333-50947, 333-45056, 333-32130, 333-38810,
333-63216, 333-71056 and 333-77000. This Registration Statement shall
also cover any additional shares of Registrant's Common Stock which
become issuable under the Synopsys, Inc. 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 on the basis of the high and low selling
price per share of the Registrant's Common Stock on July 25, 2002
as reported on the Nasdaq National Market.
(3) The Registrant filed a registration statement on Form S-4 (Registration
No. 333-75638) on December 21, 2001 (the "Form S-4"), to register
certain shares of its common stock in connection with the transaction
described therein. The filing fee remitted for the S-4 was $209,040.53.
Subsequently, the Commission issued Fee Rate Advisory No. 8 on January
16, 2002, which retroactively reduced Securities Act filing fees. As a
result, the Registrant now has a credit of $128,573 with the
Commission. The registration fee for this registration statement is
being offset against such credit.
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 October 31, 2001 filed with the Commission on
January 25, 2002 (as amended on Form 10-K/A filed with the
Commission on March 1, 2002), 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 for the
quarter ended January 31, 2002 and April 30, 2002 filed with
the Commission on March 18, 2002 and June 17, 2002;
(c) The Registrant's Current Report on Form 8-K filed with the
Commission on December 5, 2001, May 7, 2002 and June 6, 2002;
(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
Not Applicable.
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
EXHIBIT NUMBER EXHIBIT
4.1 Instruments Defining the Rights of Stockholders.*
5.1 Opinion of counsel
10.1 1998 Nonstatutory Stock Option Plan**
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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* 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. **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 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) 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.
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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 30th day of July, 2002.
SYNOPSYS, INC.
By: /S/ Aart J. de Geus
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:
SIGNATURE TITLE DATE
/S/ Aart J. de Geus Chief Executive Officer July 30, 2002
Aart J. de Geus (Principal Executive Officer) and
Chairman of the Board of Directors
/S/ Chi-Foon Chan President, Chief Operating Officer July 30, 2002
Chi-Foon Chan and Director
/S/ Robert B. Henske Chief Financial Officer July 30, 2002
Robert B. Henske (Principal Financial Officer)
/S/ Richard Rowley Corporate Controller July 30, 2002
Richard Rowley (Principal Accounting Officer)
/S/ Andy D. Bryant Director July 30, 2002
Andy D. Bryant
/S/ Deborah A. Coleman Director July 30, 2002
Deborah A. Coleman
/S/ Bruce R. Chizen Director July 30, 2002
Bruce R. Chizen
/S/ A. Richard Newton Director July 30, 2002
A. Richard Newton
/S/ Sasson Somekh Director July 30, 2002
Sasson Somekh
/S/ Steven C. Walske Director July 30, 2002
Steven C. Walske
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EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT
4.1 Instruments Defining the Rights of Stockholders.*
5.1 Opinion of counsel
10.1 1998 Nonstatutory Stock Option Plan**
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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* 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.
**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
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EXHIBIT 5.1
July 30, 2002
Synopsys, Inc.
700 E. Middlefield Road
Mountain View, CA 94043
Re: Synopsys, Inc. - Registration Statement for Offering
of 2,526,760 Shares of Common Stock
Dear Ladies and Gentlemen:
I have acted as counsel to Synopsys, Inc., a Delaware
corporation (the "Company"), in connection with the registration on Form S-8
(the "Registration Statement") under the Securities Act of 1933, as amended, of
2,526,760 shares of the Company's common stock reserved for issuance under the
Company's 1998 Nonstatutory Stock Option Plan (the "Option Plan").
This opinion is being furnished in accordance with the
requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
I have reviewed the Company's charter documents and the
corporate proceedings taken by the Company in connection with the establishment
and amendment of the Option Plan. Based on such review, I am of the opinion
that, if, as and when the shares of the Company's common stock are issued and
sold (and the consideration therefor received) pursuant to the provisions of
stock option agreements duly authorized under the Option Plan and in accordance
with the Registration Statement, such shares will be duly authorized, legally
issued, fully paid and nonassessable.
I consent to the filing of this opinion letter as Exhibit 5
to the Registration Statement.
Very truly yours,
/s/ Christopher K. Sadeghian
Christopher K. Sadeghian
Senior Corporate Counsel
Synopsys, Inc.
Exhibit 23.1
CONSENT OF KPMG LLP, INDEPENDENT AUDITORS
The Board of Directors
Synopsys, Inc.:
We consent to incorporation herein of our report dated November 20, 2001,
except as to Notes 9 and 11, which are as of December 20, 2001, relating to the
consolidated balance sheets of Synopsys, Inc. and subsidiaries as of October
31, 2001 and 2000, and the related consolidated statements of operations,
stockholders' equity and comprehensive income, and cash flows for each of the
years in the two-year period ended October 31, 2001, the one-month period ended
October 31, 1999, and the year ended September 30, 1999, and of our related
report dated November 20, 2001, relating to the consolidated financial
statement schedule, which reports appear in the annual report on Form 10-K of
Synopsys, Inc.
Mountain View, California
July 25, 2002