As filed with the Securities and Exchange Commission on June 4, 2012

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)

 

 

 

Delaware   56-1546236

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

700 East Middlefield Road

Mountain View, California 94043

(650) 584-5000

(Address of Principal Executive Offices, including Zip Code)

 

 

Synopsys, Inc. 2006 Employee Equity Incentive Plan

Synopsys, Inc. Employee Stock Purchase 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   ¨
Non-accelerated filer   ¨   (Do not check if a smaller reporting company)    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, issuable under the Synopsys, Inc. 2006 Employee Equity Incentive Plan

  5,000,000 shares    $28.89   $144,450,000    $16,554

Common Stock, $0.01 par value per share, issuable under the Synopsys, Inc. Employee Stock Purchase Plan

  5,000,000 shares    $28.89   $144,450,000    $16,554

 

 

(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 Common Stock of Synopsys, Inc. (the “Registrant”) that become issuable in respect of the shares identified in the above table 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 the purpose of computing the amount of the registration fee pursuant to Rules 457(c) and (h) 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 the Registrant’s Common Stock on June 1, 2012 as reported on the NASDAQ Global Select Market.

 

 

 

EXPLANATORY NOTE

Synopsys, Inc. (the “ Registrant ”) is filing this Registration Statement on Form S-8 relating to (i) 5,000,000 shares of its common stock, par value $0.01 per share (the “ Common Stock ”) issuable to eligible persons under the Synopsys, Inc. 2006 Employee Equity Incentive Plan (the “ 2006 Plan ”) and (ii) 5,000,000 shares of Common Stock issuable to eligible persons under the Synopsys, Inc. Employee Stock Purchase Plan (the “ ESPP ”).

The Registrant previously filed Form S-8 Registration Statements Nos. 333-134899, 333-157791, and 333-174587 (together, the “ Prior 2006 Plan Registration Statements ”) relating to shares of Common Stock issuable under the 2006 Plan. The Registrant previously filed Form S-8 Registration Statements Nos. 333-151067, 333-125224, 333-108507, 333-63216, 333-38810, 333-77597, 333-50947, and 333-166274 (together, the “ Prior ESPP Registration Statements ”) relating to shares of Common Stock issuable under the ESPP.

This Registration Statement relates to securities of the same class as those to which the Prior 2006 Plan Registration Statements and the Prior ESPP Registration Statements relate, 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 2006 Plan Registration Statements and Prior ESPP Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

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 June 4, 2012.

 

SYNOPSYS, INC.
By:  

/s/ Brian E. Cabrera

 

Brian E. Cabrera

Vice President, General Counsel

and Corporate Secretary

POWER OF ATTORNEY

K NOW  A LL  P ERSONS  B Y  T HESE  P RESENTS ,  that each person whose signature appears below constitutes and appoints Brian M. Beattie and Brian E. Cabrera, 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 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:

 

Name

  

Title

 

Date

/s/ Aart J. de Geus

Aart J. de Geus

   Co-Chief Executive Officer (Co-
Principal Executive Officer) and Chairman of
the Board of Directors 		 

May 31, 2012

/s/ Chi-Foon Chan

Chi-Foon Chan

  

Co-Chief Executive Officer (Co-Principal

Executive Officer), President and Director

 

May 31, 2012

 

/s/ Brian M. Beattie

Brian M. Beattie

  

Chief Financial Officer

(Principal Financial Officer)

 

May 31, 2012

 

/s/ Esfandiar Naddaf

Esfandiar Naddaf

   Vice President, Corporate Controller
(Principal Accounting Officer) 		 

May 31, 2012

 

/s/ Alfred J. Castino

Alfred J. Castino

  

Director

 

 

May 31, 2012

 

/s/ Bruce R. Chizen

Bruce R. Chizen

  

Director

 

 

May 31, 2012

 

/s/ Deborah A. Coleman

Deborah A. Coleman

  

Director

 

 

June 1, 2012

 

/s/ Chrysostomos L. Nikias

Chrysostomos L. Nikias

  

Director

 

 

May 31, 2012

 

/s/ John G. Schwarz

John G. Schwarz

  

Director

 

 

May 31, 2012

 

/s/ Roy Vallee

Roy Vallee

  

Director

 

 

May 31, 2012

 

/s/ Steven C. Walske

Steven C. Walske

  

Director

 

 

May 31, 2012

 

EXHIBIT INDEX

 

Exhibit
  

Exhibit Description

   Incorporated By Reference   Filed
Herewith

Number

      Form    File No.    Exhibit    Filing Date  
3.1    Amended and Restated Certificate of Incorporation    10-Q    000-19807    3.1    09/15/03  
3.2    Amended and Restated Bylaws    8-K    000-19807    3.2    05/23/12  
4.1    Specimen Common Stock Certificate    S-1    33-45138    4.3    02/24/92  
               (effective date)  
5.1    Opinion of Cooley LLP               X
10.1    2006 Employee Equity Incentive Plan, as amended    8-K    000-19807    10.35    04/05/12  
10.2    Employee Stock Purchase Plan, as amended    8-K    000-19807    10.21    04/05/12  
23.1    Consent of KPMG LLP, Independent Registered Public Accounting Firm               X
24.1    Power of Attorney (contained on signature page hereto)               X

Exhibit 5.1

 

LOGO  

 

Michael E. Tenta

T: +1 650 843 5636

mtenta@cooley.com

 

June 4, 2012

Synopsys, Inc.

700 East Middlefield Road

Mountain View, California 94043

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the filing by Synopsys, Inc. (the “Company”) of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 10,000,000 shares of the Company’s Common Stock, $0.01 par value (the “Shares”), pursuant to the Company’s 2006 Employee Equity Incentive Plan (the “Plan”) and the Company’s Employee Stock Purchase Plan (the “ESPP”).

In connection with this opinion, we have examined and relied upon the Registration Statement and related Prospectuses, the Company’s Amended and Restated Certificate of Incorporation and Bylaws, as currently in effect, the Plan, the ESPP and the originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as we deem necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.

Our opinion is expressed only with respect to the federal laws of the United States of America and the General Corporation Law of the State of Delaware. We express no opinion as to whether the laws of any particular jurisdiction other than those identified above are applicable to the subject matter hereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the ESPP and the Registration Statement and related Prospectuses, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

We consent to the filing of this opinion as an exhibit to the Registration Statement.

Synopsys, Inc.

June 4, 2012

Page Two

 

Sincerely,

C OOLEY LLP

 

By:  

    /s/ Michael E. Tenta                 

   
      Michael E. Tenta            

 

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Synopsys, Inc.:

We consent to the use of our report dated December 15, 2011, with respect to the consolidated balance sheets of Synopsys, Inc. and subsidiaries (the Company) as of October 29, 2011 and October 30, 2010, 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 29, 2011, and the effectiveness of internal control over financial reporting as of October 29, 2011, incorporated herein by reference.

Our report on the consolidated financial statements refers to changes in the Company’s method of accounting for business combinations in fiscal 2010.

/s/ KPMG LLP

Santa Clara, California

June 1, 2012