UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 3
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
(Print or Type Responses)
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1. Name and Address of Reporting Person*
Synopsys, Inc. ("Synopsys")
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(Last) (First) (Middle)
700 East Middlefield Road
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(Street)
Mountain View California 94043
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(City) (State) (Zip)
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2. Date of Event Requiring Statement (Month/Day/Year)
1/12/03
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3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
561546236
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4. Issuer Name and Ticker or Trading Symbol
Numerical Technologies, Inc. (NMTC) (the "Company")
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|_| Director |X| 10% Owner
|_| Officer (give title below) |_| Other (specify below)
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6. If Amendment, Date of Original (Month/Day/Year)
________________________________________________________________________________
7. Individual or Joint/Group Filing (Check Applicable line)
|X| Form filed by One Reporting Person
|_| Form filed by More than One Reporting Person
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Table I -- Non-Derivative Securities Beneficially Owned
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3. Ownership Form:
2. Amount of Securities Direct (D) or
1. Title of Security Beneficially Owned Indirect (I) 4. Nature of Indirect Beneficial Ownership
(Instr. 4) (Instr. 4) (Instr. 5) (Instr. 5)
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Common Stock 6,341,921 (D) N/A
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FORM 3 (continued)
Table II -- Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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5. Owner-
3. Title and Amount of Securities ship
Underlying Derivative Security Form of
2. Date Exercisable (Instr. 4) Derivative
and Expiration Date --------------------------------- 4. Conver- Security
(Month/Day/Year) Amount sion or Direct 6. Nature of
---------------------- or Exercise (D) or Indirect
Date Expira- Number Price of Indirect Beneficial
1. Title of Derivative Exer- tion of Derivative (I) Ownership
Security (Instr. 4) cisable Date Title Shares Security (Instr. 5) (Instr. 5)
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Numerical Any time N/A Common Stock 40,562 $0 D N/A
Technologies
Canada, Inc.
Exchangeable Shares
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Common Stock Options Within 10/16/12 Common Stock 12,500 $3.52 D N/A
60 days
of
January
22, 2003
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Common Stock Options Within 2/1/10 Common Stock 7,500 $2.67 D N/A
60 days
of
January
22, 2003
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Common Stock Options Within 12/5/10 Common Stock 212,500 $12.50 D N/A
60 days
of
January
22, 2003
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Common Stock Options Within 9/28/11 Common Stock 100,000 $14.59 D N/A
60 days
of
January
22, 2003
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Common Stock Options Within 7/11/12 Common Stock 162,500 $4.75 D N/A
60 days
of
January
22, 2003
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Common Stock Options Within 7/17/12 Common Stock 112,500 $4.00 D N/A
60 days
of
January
22, 2003
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Common Stock Options Within 4/18/11 Common Stock 100,000 $10.87 D N/A
60 days
of
January
22, 2003
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Common Stock Options Within 5/24/10 Common Stock 120 $30.375 D N/A
60 days
of
January
22, 2003
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Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly. * If the form is filed by more than one
reporting person, see Instruction 5(b)(v).
Potential persons who are to respond to the collection of Information
contained in this form are not required to respond unless the form displays a
currently valid OMB control number.
Explanation of Responses:
See Attachment A
Synopsys, Inc.
By: /s/ Steven K. Shevick January 22, 2003
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Steven K. Shevick Date
Senior Vice President, Finance
**Signature of Reporting Person
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB Number.
Attachment A
Reporting Person: Synopsys, Inc.
700 East Middlefield Road
Mountain View, California 94043
Date of Reporting Event: January 12, 2003
Issuer: Numerical Technologies, Inc. (NMTC)
Explanation of Responses
On January 12, 2003, Synopsys, Inc. ("Synopsys"), Neon Acquisition
Corporation, a newly formed wholly-owned Delaware subsidiary of Synopsys
("Purchaser"), and Numerical Technologies, Inc. (the "Company") entered into an
Agreement and Plan of Merger (the "Merger Agreement"). Upon the terms and
subject to the conditions set forth in the Merger Agreement, Purchaser, as
promptly as practicable after the date of the Merger Agreement, will commence a
cash tender offer (the "Offer") to purchase all outstanding shares of common
stock of the Company, par value $0.0001 per share (the "Company Common Shares"),
at a price of $7.00 per share (the "Offer Price"), net to the seller in cash.
Following the completion of the Offer and the satisfaction or waiver of the
conditions to the Merger set forth in the Merger Agreement, (i) Purchaser will
be merged under Delaware law into the Company (the "Merger"), with the Company
being the surviving corporation, (ii) each Company Common Share that is not
tendered and accepted pursuant to the Offer (other than Company Common Shares
owned by Synopsys or the Company or any of their respective wholly owned
subsidiaries) will be converted into the right to receive in cash an amount per
share equal to the Offer Price and (iii) each share of common stock, par value
$0.001 per share, of Purchaser that is issued and outstanding immediately prior
to the Merger will be converted into one share of common stock, par value $0.001
per share, of the surviving corporation. The Offer, the Merger and the other
transactions contemplated by the Merger Agreement are subject to the
satisfaction or waiver of certain conditions, including receipt of regulatory
approvals, as set forth in the Merger Agreement.
Concurrently with the execution and delivery of the Merger Agreement,
and as a condition and inducement to the willingness of Synopsys and Purchaser
to enter into the Merger Agreement, certain directors and executive officers
of the Company and certain of their spouses (the "Stockholders"), in their
capacity as stockholders of the Company, entered into a Stockholder Tender
Agreement (the "Stockholder Tender Agreement") with Synopsys. Pursuant to the
Stockholder Tender Agreement and as more fully described therein, each
Stockholder, among other things, (i) agreed to tender into the Offer, and not
withdraw, all Company Common Shares of which he or she is the beneficial owner
(including Company Common Shares subsequently received due to the exercise of
options or otherwise) or has the sole right to vote and dispose, and any
Company Common Shares over which such Stockholder subsequently acquires
beneficial ownership (the "Subject Shares"), (ii) granted to Synopsys an
irrevocable option for 60 days to purchase the Subject Shares at a price of
$7.00 per share, exercisable if Purchaser has acquired Company Common Shares
pursuant to the Offer and such Stockholder failed to tender into the Offer or
has withdrawn any of his or her Subject Shares, (iii) agreed to vote any of
his or her Subject Shares (A) in favor of the adoption of the Merger Agreement
and approving the transactions contemplated by the Merger Agreement, including
the Merger and (B) against (other than the transactions contemplated by the
Merger Agreement) any "Alternative Transaction" or any action that would or is
designed to delay, prevent or frustrate the Offer and the transactions
contemplated by the Merger Agreement, (iv) granted Synopsys an irrevocable
proxy to vote all of their Subject Shares as contemplated by clause (iii) of
this paragraph, (v) subject the Subject Shares to certain transfer
restrictions and (vi) agreed that they and their representatives would not
solicit, initiate or encourage any inquiries or proposals from, discuss or
negotiate with, or provide any non-public information to, any person relating
to or otherwise facilitate an Alternative Transaction. "Alternative
Transaction" means, other than the transactions contemplated by the Merger
Agreement, (1) any merger, consolidation, share exchange, recapitalization,
business combination or other similar transaction involving the Company or its
subsidiaries whose assets, individually or in the aggregate, would constitute
40 percent or more of the consolidated assets of the Company, (2) any sale,
lease, exchange, mortgage, pledge, transfer or other disposition of 40 percent
or more of the assets of the Company and its subsidiaries in a single
transaction or series of related transactions, (3) any tender offer or
exchange offer for 40 percent or more of the outstanding Company Common Shares
or the filing of a registration statement under the Securities Act of 1933, as
amended, in connection therewith or (4) any public announcement of a proposal,
plan or intention to do any of the foregoing or any agreement to engage in any
of the foregoing.
The Stockholder Tender Agreement terminates when and if the Merger
Agreement is terminated without the consummation of the Merger.
Synopsys owns 40,562 exchangeable shares of Numerical Technologies
Canada, Inc. (the "Exchangeable Shares") acquired in October 2000 when the
Company acquired an entity in which Synopsys held an equity investment, each of
which is exchangeable at no additional cost into one Company Common Share at
any time. Not including Company Common Shares that the Stockholders may
subsequently receive due to the exercise of options and including the 40,562
Exchangeable Shares owned by Synopsys, as a result of entering into the
Stockholder Tender Agreement and accepting the proxies granted thereunder, as
of January 21, 2003, Synopsys may be deemed to have beneficial ownership of an
aggregate of 6,382,483 Company Common Shares that were either owned by the
Stockholders or over which the Stockholders had the power to vote and dispose.
In the aggregate, such Company Common Shares represented approximately 18.9%
of the outstanding Company Common Shares that were deemed to be outstanding
for purposes of calculating the beneficial ownership of Synopsys under Section
13(d) of the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder (the "Exchange Act").
Including Company Common Shares that the Stockholders may subsequently
receive due to the exercise of options and including the 40,562 Exchangeable
Shares owned by Synopsys, as a result of entering into the Stockholder Tender
Agreement and accepting the proxies granted thereunder, as of January 21, 2003,
Synopsys may be deemed to have beneficial ownership of an aggregate of 7,090,103
Company Common Shares that were either owned by the Stockholders or over which
the Stockholders had the power to vote and dispose. Such Company Common Shares
represented approximately 21.0% of the outstanding Company Common Shares that
were deemed to be outstanding for purposes of calculating the beneficial
ownership of Synopsys under Section 13(d) of the Exchange Act.
Two Stockholders, Messrs. Pati and Wang, have pre-established Rule 10b5-1
trading plans. Pursuant to these trading plans, Messrs. Pati and Wang, have sold
119,700 and 105,000 Company Common Shares, respectively, since entering into the
Stockholder Tender Agreement, which sales are reflected in the information
provided in this form. In addition, Messrs. Pati and Wang may continue to make
sales of Company Common Shares in accordance with their respective Rule 10b5-1
trading plans following the filing of this form, in which event the number of
Company Common Shares beneficially owned by Synopsys will automatically be
correspondingly reduced.
All percentages of Company Common Shares beneficially owned described in
this form are based upon 33,712,870 Company Common Shares outstanding at
January 21, 2003.
The Merger Agreement and the Stockholder Agreement are described in
more detail in Synopsys' Statement on Schedule 13D under the Exchange Act filed
with respect to the Company Common Shares, dated January 22, 2003.