As filed with the Securities and Exchange Commission on March 6, 2003
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)
1994 NON-EMPLOYEE DIRECTORS 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)
---------- -------------- ------------- --------- -----------
Common Stock, $0.01 par value, to be
issued under the 1994 Non-Employee
Directors Stock Option
Plan: 600,000 shares $40.935 $24,561,000 $1,986.99
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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 Statement Nos. 33-92144 and
333-77597. This Registration Statement shall also cover any additional
shares of Registrant's Common Stock which become issuable in respect of
the shares registered hereunder 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 MArch 3, 2003
as reported on the Nasdaq National Market.
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, 2002 filed with the Commission on
January 29, 2003 (as amended by the Form 10-K/A filed with the
Commission on January 31, 2003, and Form 10-K/A filed with
the Commission on February 28, 2003) pursuant to Section 13
of the Securities Exchange Act of 1934, as amended (the "1934
Act");
(b) The Registrant's Current Report on Form 8-K filed with the
Commission on November 19, 2002;
(c) 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
(d) 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 1994 Non-Employee Directors Stock Option Plan**
23.1 Consent of KPMG LLP
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 from exhibit to the Registrant's Registration
Statement on Form S-8 filed with the Commission on May 3, 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 6th
day of March, 2003.
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 Steven K.
Shevick, 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 March 6, 2003
Aart J. de Geus (Principal Executive Officer)
and Chairman of the Board of Directors
/s/ Chi-Foon Chan President, Chief Operating Officer March 6, 2003
Chi-Foon Chan and Director
/s/ Steven K. Shevick Chief Financial Officer March 6, 2003
Steven K. Shevick (Principal Financial Officer)
/s/ Richard Rowley Corporate Controller March 6, 2003
Richard Rowley (Principal Accounting Officer)
/s/ Andy D. Bryant Director March 6, 2003
Andy D. Bryant
/s/ Deborah A. Coleman Director March 6, 2003
Deborah A. Coleman
/s/ Bruce R. Chizen Director March 6, 2003
Bruce R. Chizen
/s/ A. Richard Newton Director March 6, 2003
A. Richard Newton
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/s/ Sasson Somekh Director March 6, 2003
Sasson Somekh
/s/ Steven C. Walske Director March 6, 2003
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 1994 Non-Employee Directors Stock Option Plan**
23.1 Consent of KPMG LLP
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(c) and 3(d) of this Registration Statement.
** Incorporated by reference from Registrant's Registration Stamement on Form
S-8 filed with the Commission on May 3, 1999.
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EXHIBIT 5.1
March 6, 2003
Synopsys, Inc.
700 East Middlefield Road
Mountain View, California 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 March 6, 2003 (the "Registration
Statement") in connection with the registration under the Securities Act of
1933, as amended (the "Securities Act"), of 600,000 additional shares of your
Common Stock reserved for issuance under the 1994 Non-Employee Directors Stock
Option Plan (the "Plan"). As your legal counsel, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the sale and issuance of such Common Stock under the
Plan.
It is our opinion that, when issued and sold in the manner referred to in
the Plan and pursuant to the agreements which accompany the Plan, the Common
Stock issued and sold thereby 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 subsequent amendment thereto.
Very truly yours,
/s/ WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
Exhibit 23.1
Consent of Independent Auditors
The Board of Directors
Synopsys, Inc.:
We consent to the incorporation herein by reference of our reports dated
November 20, 2002, except as to Note 13, which is as of January 13, 2003,
relating to the consolidated balance sheets of Synopsys, Inc. and subsidiaries
as of October 31, 2002 and 2001, and the related consolidated statements of
operations, stockholders' equity and comprehensive income, and cash flows for
each of the years in the three-year period ended October 31, 2002, and the
related consolidated financial statement schedule, which reports appear in the
annual report on Form 10-K of Synopsys, Inc.
/s/ KPMG LLP
Mountain View, California
March 6, 2003