SYNOPSYS INC (Form: S-8, Received: 05/31/2013 17:26:51)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on May 31, 2013

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

(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):

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	$35.76	$178,775,000	$24,384.91

(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)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and (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 the Registrant’s Common Stock on May 29, 2013 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 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 ”).

The Registrant previously filed Form S-8 Registration Statements Nos. 333-134899, 333-157791, 333-174587 and 333-181875 (together, the “ Prior 2006 Plan Registration Statements ”), filed with the Securities and Exchange Commission (the “Commission”) on June 9, 2006, March 9, 2009, May 27, 2011 and June 4, 2012, respectively, relating to shares of Common Stock issuable under the 2006 Plan.

This Registration Statement relates to securities of the same class as those to which the Prior 2006 Plan 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 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 May 31, 2013.


SYNOPSYS, INC.

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

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, 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, 2013

/s/ Chi-Foon Chan Chi-Foon Chan	Co-Chief Executive Officer (Co-Principal Executive Officer), President and Director	May 31, 2013

/s/ Brian M. Beattie Brian M. Beattie	Chief Financial Officer (Principal Financial Officer)	May 31, 2013

/s/ Esfandiar Naddaf Esfandiar Naddaf	Vice President, Corporate Controller (Principal Accounting Officer)	May 31, 2013

/s/ Alfred J. Castino Alfred J. Castino	Director	May 31, 2013

/s/ Bruce R. Chizen Bruce R. Chizen	Director	May 31, 2013

/s/ Deborah A. Coleman Deborah A. Coleman	Director	May 31, 2013

/s/ Chrysostomos L. Nikias Chrysostomos L. Nikias	Director	May 31, 2013

/s/ John G. Schwarz John G. Schwarz	Director	May 31, 2013

/s/ Roy Vallee Roy Vallee	Director	May 31, 2013

/s/ Steven C. Walske Steven C. Walske	Director	May 31, 2013

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

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

10.1

2006 Employee Equity Incentive Plan, as amended

8-K

000-19807

10.24

04/08/13

23.1

Consent of KPMG LLP, Independent Registered Public Accounting Firm

23.2

Consent of Cooley LLP (contained in Exhibit 5.1)

24.1

Power of Attorney (contained on signature page hereto)

EXHIBIT 5.1

LOGO

Michael E. Tenta

T: +1 650 843 5636

mtenta@cooley.com

May 31, 2013

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 5,000,000 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”).

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 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 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.

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 20, 2012, with respect to the consolidated balance sheets of Synopsys, Inc. and subsidiaries (the Company) as of November 3, 2012 and October 29, 2011, 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 November 3, 2012, and the effectiveness of internal control over financial reporting as of November 3, 2012, incorporated herein by reference.

Our report dated December 20, 2012, on the effectiveness of internal control over financial reporting as of November 3, 2012 contains an explanatory paragraph that states that the Company excluded from their evaluation the internal control over financial reporting of SpringSoft, Inc., which the Company acquired a controlling interest in as of October 1, 2012, and Emulation & Verification Engineering S.A. (EVE), which Synopsys, Inc. acquired on October 4, 2012, as discussed in Note 3 of the notes to the consolidated financial statements. As of and for the year ended November 3, 2012, SpringSoft, Inc. and EVE represented, in the aggregate, less than 4% and 1% of consolidated total assets and total revenue, respectively.

/s/ KPMG LLP

Santa Clara, California

May 31, 2013