As filed with the Securities and Exchange Commission on March 9, 2009

 

Registration No. 333-         

 

 

UNITED STATES

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)

 

 

700 East Middlefield Road
Mountain View, California 94043

(650) 584-5000

(Address of Principal Executive Offices, including Zip Code)

 

2006 Employee Equity Incentive Plan

(Full title of the plan)

 

 

Brian E. Cabrera
Vice President, General Counsel and Corporate Secretary
Synopsys, Inc.

700 East Middlefield Road
Mountain View, California 94043
(650) 584-5000

(Name, address, including zip code, and telephone number,

including area code and address of agent for service)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

Large accelerated filer x	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities  to be Registered			Amount to be Registered (1)		Proposed Maximum Offering Price Per Share (2)			Proposed Maximum Aggregate Offering Price (2)			Amount of Registration Fee
Common Stock, $0.01 par value per share			4,000,000		$	17.74		$	70,960,000		$	2,788.73
(1)	Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the 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)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act. The offering price per share and aggregate offering price are based upon the average of the high and low prices of Registrant’s Common Stock as reported on the NASDAQ Global Select Market on March 2, 2009, in accordance with Rule 457(c) of the Securities Act.

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is filed by Synopsys, Inc. (the “Company” or “Registrant”), relating to 4,000,000 shares of its common stock, par value $0.01 per share (the “Common Stock”), issuable to eligible persons under the Registrant’s 2006 Employee Equity Incentive Plan (the “Plan”), which Common Stock is in addition to the 47,497,248 shares of Common Stock registered on the Company’s Form S-8 filed on June 9, 2006 (Commission File No. 333-134899) (the “Prior Registration Statement”).

 

This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement relates, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statement is incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.   Incorporation of Documents by Reference

 

The following documents filed by the Registrant with the Securities and Exchange Commission (“Commission”) are incorporated by reference into this Registration Statement:

 

(a)          Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2008 filed with the Commission on December 22, 2008;

 

(b)         Registrant’s Current Report on Form 8-K filed with the Commission on December 3, 2008 with respect to Item 8.01 only;

 

(c)          Registrant’s Current Report on Form 8-K filed with the Commission on December 15, 2008;

 

(d)         Registrant’s Current Report on Form 8-K filed with the Commission on March 4, 2009;

 

(e)          All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) since the end of the fiscal year covered by Registrant’s Annual Report referred to in (a) above; and

 

(f)            Registrant’s Registration Statement on Form 8-A filed with the Commission on January 24, 1992, pursuant to Section 12(g) of the Exchange Act, in which there is described the terms, rights and provisions applicable to the Common Stock.

 

In addition, all documents subsequently filed by Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters 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 respective 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.

 

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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 Registrant’s Restated Certificate of Incorporation provides that a director of the Registrant shall not be personally liable to the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived any improper personal benefit.

 

Article VII, Section 6 of 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 Registrant and each director and officer who serves in such capacity while such Bylaws are in effect.

 

In addition, Registrant has entered into indemnification agreements with its directors and executive officers, in addition to the indemnification provided for in Registrant’s Bylaws, and intends to enter into indemnification agreements with any new directors and executive officers in the future. 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

Incorporated By Reference

Filed

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith

3.1

Restated Certificate of Incorporation

10-Q

000-19807

3.1

09/15/03

3.2

Restated Bylaws

8-K

000-19807

3.2

12/10/07

4.1

Specimen Common Stock Certificate

S-1

33-45138

4.3

02/24/92 (effective date)

5.1

Opinion of Cooley Godward LLP

X

10.2

2006 Employee Equity Incentive Plan

DEF 14

000-19807

Appendix A

01/13/09

23.1

Consent of KPMG LLP, Independent Registered Public Accounting Firm

X

24.1

Power of Attorney (contained on signature page hereto)

X

 

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;

 

(ii)                                  To reflect in the prospectus any facts or events arising after the effective date of the 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 the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or

 

II-2

 

high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

(iii)                               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;

 

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference 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.

 

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.

 

4.                                       That, for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i)             Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii)            Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

 

(iii)           The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

 

(iv)           Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

 

(b)                                 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)                                  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 Commission such indemnification is against public policy as expressed in the 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 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, 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 March 9, 2009.

 

	SYNOPSYS, INC.
	By:	/s/ Brian E. Cabrera
		Brian E. Cabrera
		Vice President, General Counsel and Corporate Secretary

 

II-4

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Aart J. de Geus and Brian M. Beattie, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her 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 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, his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

 

Name		Title		Date
/s/ Aart J. de Geus		Chief Executive Officer
Aart J. de Geus		(Principal Executive Officer) and Chairman of the Board of Directors		March 9, 2009
/s/ Chi-Foon Chan		President, Chief Operating Officer and Director		March 9, 2009
Chi-Foon Chan
/s/ Brian M. Beattie		Chief Financial Officer (Principal Financial Officer)		March 9, 2009
Brian M. Beattie
/s/ Esfandiar Naddaf		Vice President, Corporate Controller (Principal Accounting Officer)		March 9, 2009
Esfandiar Naddaf
/s/ Alfred J. Castino		Director		March 9, 2009
Alfred J. Castino
/s/ Bruce R. Chizen		Director		March 9, 2009
Bruce R. Chizen
/s/ Deborah A. Coleman		Director		March 9, 2009
Deborah A. Coleman
/s/ John G. Schwarz		Director		March 9, 2009
John G. Schwarz
/s/ Sasson Somekh		Director		March 9, 2009
Sasson Somekh
/s/ Roy Vallee		Director		March 9, 2009
Roy Vallee
/s/ Steven C. Walske		Director		March 9, 2009
Steven C. Walske

 

II-5

 

EXHIBIT INDEX

 

Exhibit

Incorporated By Reference

Filed

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith

3.1

Amended and Restated Certificate of Incorporation

10-Q

000-19807

3.1

09/15/03

3.2

Restated Bylaws

8-K

000-19807

3.2

12/10/07

4.1

Specimen Common Stock Certificate

S-1

33-45138

4.3

02/24/92 (effective date)

5.1

Opinion of Cooley Godward LLP

X

10.2

2006 Employee Equity Incentive Plan

DEF 14

000-19807

Appendix A

01/13/09

23.1

Consent of KPMG LLP, Independent Registered Public Accounting Firm

X

24.1

Power of Attorney (contained on signature page hereto)

X