As filed
with the Securities and Exchange Commission on May 21, 2008
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)
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Delaware
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56-1546236
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(State or Other
Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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700 East Middlefield Road
Mountain View, California 94043
(650) 584-5000
(Address of Principal
Executive Offices, including Zip Code)
Synopsys, Inc.
Employee Stock Purchase Plan
Synopsys, Inc.
International Employee Stock Purchase Plan
(Full Titles of the Plans)
Aart J. De Geus
Chief Executive Officer
Synopsys, Inc.
700 East Middlefield Road
Mountain View, California 94043
(650) 584-5000
(Name,
address, including zip code, and telephone number,
including area code, 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 small 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):
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Large accelerated
filer
x
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Accelerated filer
o
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Non-accelerated
filer
o
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Smaller reporting
company
o
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(Do not check if
smaller reporting
company)
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CALCULATION OF REGISTRATION FEE
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Title of Securities to be
Registered
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Amount to be
Registered (1)
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Proposed Maximum
Offering Price Per
Share (2)
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Proposed Maximum
Aggregate Offering
Price (2)
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Amount of
Registration
Fee
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Common Stock,
$0.01 par value per share
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4,000,000
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$
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24.600
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$
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98,400,000.00
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$
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3,867.12
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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 Statement Nos. 333-125224, 333-108507, 333-63216, 333-38810,
333-77597, and 333-50947. 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, pursuant to Rule 416(a) promulgated
under the Securities Act. In addition,
pursuant to Rule 416(c) under the Securities Act, this registration
statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the employee benefit plans described herein.
(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 May 14,
2008, in accordance with Rule 457(c) of the Securities Act.
The chart below details the calculation of the registration fee:
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Title of Securities to be Registered
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Number of
Shares
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Offering Price
Per Share
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Aggregate Offering
Price
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Common Stock, $0.01 par value per share, reserved
for issuance under the Employee Stock Purchase Plan (including the
international component referred to as the International Employee Stock
Purchase Plan)
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4,000,000
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$
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24.600
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$
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98,400,000.00
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Total
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4,000,000
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$
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98,400,000.00
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Item 8
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Exhibits
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Exhibit
Number
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Description
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4.3
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Specimen Common
Stock Certificate(1)
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5.1
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Opinion of
Cooley Godward Kronish LLP
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10.16
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Employee Stock
Purchase Plan(2)
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10.17
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International
Employee Stock Purchase Plan(3)
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23.1
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Consent of KPMG
LLP, Independent Registered Public Accounting Firm
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23.2
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Consent of
Cooley Godward Kronish LLP (contained in Exhibit 5.1)
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24.1
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Power of
Attorney (contained on the signature page)
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(1)
Incorporated by reference from exhibit to
the Company’s Registration Statement on Form S-1 (File No. 33-45138)
which became effective February 24, 1992.
(2)
Incorporated by reference from Appendix B
to the Company’s Definitive Proxy Statement filed with the Securities and
Exchange Commission on March 4, 2008.
(3)
Incorporated by reference from Appendix C
to the Company’s Definitive Proxy Statement filed with the Securities and
Exchange Commission on March 4, 2008.
Item 9
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Undertakings
1.
The
undersigned Registrant hereby undertakes:
(a)
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;
(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 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.
(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;
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Provided, however,
that paragraphs (a)(i) and (a)(ii) 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 Securities Exchange Act of 1934 that are incorporated by reference herein.
(b)
That, for the
purpose of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(c)
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.
(d)
That, for the
purpose of determining liability of the Registrant under the Securities Act of
1933 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.
2.
The
undersigned Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant’s
annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial
bona fide
offering thereof.
3.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933 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 Securities and Exchange 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 May 19, 2008.
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SYNOPSYS, INC.
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By:
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/s/ AART J. DE GEUS
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Aart J. de Geus
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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 Brian M. Beattie,
and each or any one of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his 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 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 substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.
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