As filed with the Securities and Exchange Commission on January 18, 2002
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)
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)
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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 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)
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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)
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Common Stock, $0.01 par value, to be
Issued under Synopsys, Inc. 1998
Nonstatutory
Stock Option Plan: 2,500,000 shares $54.005 $135,012,500 $12,421.15
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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 333-56170, 333-90643,
333-84279, 333-77597, 333-50947, 333-45056, 333-32130, 333-38810,
333-63216 and 333-71056. 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 amended (the "1933 Act"), on the basis of the
high and low selling price per share of the Registrant's Common Stock on
January 16, 2002 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, 2000 filed with the Commission on January 26,
2001 (as amended on Forms 10-K/A filed with the Commission on
February 13, 2001, February 23, 2001 and December 20, 2001),
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, 2001 filed with the Commission on March 20,
2001 (as amended on Form 10-Q/A filed with the Commission on
December 20, 2001), for the quarter ended April 30, 2001 on June
15, 2001 (as amended on Form 10-Q/A filed with the Commission on
December 20, 2001), and for the quarter ended July 31, 2001 on
September 18, 2001 (as amended on Form 10-Q/A filed with the
Commission on December 20, 2001);
(c) The Registrant's Current Reports on Form 8-K filed with the
Commission on December 8, 2000, December 22, 2000 and December 5,
2001;
(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.
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
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4.1 Instruments Defining the Rights of Stockholders.*
5.1 Opinion of Brobeck, Phleger & Harrison LLP
10.1 Synopsys, Inc. 1998 Nonstatutory Stock Option Plan**
23.1 Consent of KPMG LLP, Independent Auditors
23.2 Consent of Brobeck, Phleger & Harrison LLP 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 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) 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 18th day of January, 2002.
SYNOPSYS, INC.
By: /s/ Aart J. de Geus
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Aart J. de Geus
Chief Executive Officer
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
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/s/ Aart J. de Geus Chief Executive Officer January 18, 2002
--------------------------------- (Principal Executive Officer) and
Aart J. de Geus Chairman of the Board of Directors
/s/ Chi-Foon Chan President, Chief Operating Officer January 18, 2002
--------------------------------- and Director
Chi-Foon Chan
/s/ Robert B. Henske Chief Financial Officer January 18, 2002
--------------------------------- (Principal Financial Officer)
Robert B. Henske
/s/ Richard Rowley Corporate Controller January 18, 2002
--------------------------------- (Principal Accounting Officer)
Richard Rowley
/s/ Andy D. Bryant Director January 18, 2002
---------------------------------
Andy D. Bryant
/s/ Deborah A. Coleman Director January 18, 2002
---------------------------------
Deborah A. Coleman
/s/ Bruce R. Chizen Director January 18, 2002
---------------------------------
Bruce R. Chizen
/s/ A. Richard Newton Director January 18, 2002
---------------------------------
A. Richard Newton
/s/ Sasson Somekh Director January 18, 2002
---------------------------------
Sasson Somekh
/s/ Steven C. Walske Director January 18, 2002
---------------------------------
Steven C. Walske
EXHIBIT INDEX
Exhibit Number Exhibit
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4.1 Instruments Defining the Rights of Stockholders.*
5.1 Opinion of Brobeck, Phleger & Harrison LLP
10.1 Synopsys, Inc. 1998 Nonstatutory Stock Option Plan**
23.1 Consent of KPMG LLP, Independent Auditors
23.2 Consent of Brobeck, Phleger & Harrison LLP 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.