As filed with the Securities and Exchange Commission on August 18, 2015

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 Number)

690 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, as amended

Atrenta Inc. Amended and Restated 1998 Stock Option Plan

(Full Titles of the Plans)

John F. Runkel, Jr.

General Counsel and Corporate Secretary

Synopsys, Inc.

690 East Middlefield Road

Mountain View, California 94043

(650) 584-5000

(Name, Address 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 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   ¨    Smaller reporting company   ¨

 

 

Calculation of Registration Fee

 

 

Title of Securities to be

Registered

  Amount to be
Registered (1) 		 

Proposed Maximum
Offering Price

Per Share (4)

  Proposed Maximum
Aggregate Offering
Price (4) 		  Amount of
Registration Fee

Common Stock, $0.01 par value per share

  3,800,000(2)   $50.77   $192,926,000.00   $22,418.00

Common Stock, $0.01 par value per share

  133,238(3)   $38.97   $5,192,284.86   $603.34

Total

  3,936,044           $23,021.34

 

 

(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) Shares issuable by the Registrant under the Synopsys, Inc. 2006 Employee Equity Incentive Plan, as amended (the “Synopsys Plan”).
(3) Shares issuable by the Registrant upon exercise of outstanding stock options under the terms of the Atrenta Inc. Amended and Restated 1998 Stock Option Plan, assumed by the Registrant pursuant to the terms of that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 7, 2015, by and among the Registrant, Avenger Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Registrant; Atrenta Inc., a Delaware corporation, and Albert Clement as the Securityholders’ Agent (as defined therein) (the “Atrenta Plan”).
(4) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act. The offering price per share and aggregate offering price are based upon (i) in the case of shares issuable under the Synopsys Plan, the average of the high and low prices of the Registrant’s Common Stock in the consolidated reporting system on August 12, 2015 and (ii) in the case of shares issuable under the Atrenta Plan, the weighted average exercise price for shares issuable upon exercise of outstanding options under the Atrenta Plan.

 

 

 

EXPLANATORY NOTE

Synopsys, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 in respect of (i) additional shares of its common stock, par value $0.01 per share (“Common Stock”), issuable under the Synopsys, Inc. 2006 Employee Equity Incentive Plan, as amended (the “Synopsys Plan”) and (ii) shares of its Common Stock issuable under the Atrenta Plan (as defined below) pursuant to outstanding options, as described below.

Pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 7, 2015, by and among the Registrant, Avenger Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Registrant, Atrenta Inc., a Delaware corporation (“Atrenta”), and Albert Clement as the Securityholders’ Agent (as defined therein), the Registrant assumed all of the outstanding unvested stock options of Atrenta under the Atrenta Inc. Amended and Restated 1998 Stock Option Plan (the “Atrenta Plan”) at the closing of the Registrant’s acquisition of Atrenta, and such options became exercisable solely to purchase shares of common stock of the Registrant, with appropriate adjustments to the number of shares with respect to which such options are exercisable and the exercise price of such options, in accordance with the terms of the Merger Agreement.

The prospectuses containing information required by Part I of Form S-8 and related to this Registration Statement are omitted from this Registration Statement in accordance with the note to Part I of Form S-8. The Registrant will send or give to each participant in each plan a copy of a prospectus or documents containing information specified in Part I of Form S-8, as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”), prospectuses for the plans are not being filed with or included in this Registration Statement. The prospectuses for the plans and the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, each constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The Registrant hereby incorporates by reference in this Registration Statement the following documents and information previously filed with the Commission:

(a) The Registrant’s Annual Report on Form 10-K for its fiscal year ended October 31, 2014 as filed with the Commission on December 15, 2014;

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

(c) The description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on January 24, 1992, including any amendment or report filed for the purpose of updating such description (Commission File No. 000-19807).

 

* Any report (or portion thereof) “furnished” on Form 8-K shall not be incorporated herein by reference.

In addition, all documents subsequently filed by the 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. The Registrant’s Exchange Act file number with the Commission is 000-19807. Unless expressly incorporated into this Registration Statement, a report (or portion thereof) furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. 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.

 

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ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the Delaware General Corporation Law (“Delaware Law”) authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act.

The Registrant’s Restated Certificate of Incorporation provides that a director 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 Law, or (iv) for any transaction from which the director derived any improper personal benefit.

The Registrant’s Amended and Restated Bylaws provide for the indemnification of officers and directors to the fullest extent permissible under Delaware Law, which provisions are deemed to be a contract between the Registrant and each director and officer who serves in such capacity while such Amended and Restated Bylaws are in effect.

In addition, the Registrant has entered into indemnification agreements with its directors and executive officers, and intends to enter into indemnification agreements with any new directors and executive officers in the future. The 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
Number

  

Exhibit Description

   Incorporated By Reference   Filed
Herewith
      Form    File No.    Exhibit    Filing Date  
  3.1    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 Weil, Gotshal & Manges LLP               X
10.1    Synopsys, Inc. 2006 Employee Equity Incentive Plan, as amended    8-K    000-19807    10.23    04/16/15  
10.2    Atrenta Inc. Amended and Restated 1998 Stock Option Plan               X
23.1    Consent of KPMG LLP, Independent Registered Public Accounting Firm               X
23.2    Consent of Weil, Gotshal & Manges LLP (contained in Exhibit 5.1)               X
24.1    Power of Attorney (contained on signature page hereto)               X

 

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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 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.

(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 Securities 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 Securities 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 August 18, 2015.

 

SYNOPSYS, INC.
By:  

/s/ John F. Runkel, Jr.

  Name:   John F. Runkel, Jr.
  Title:   General Counsel and Corporate Secretary

 

5

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 Trac Pham and John F. Runkel, Jr., 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   August 18, 2015

/s/ Chi-Foon Chan

Chi-Foon Chan

   Co-Chief Executive Officer (Co-Principal Executive Officer), President and Director   August 18, 2015

/s/ Trac Pham

Trac Pham

   Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)   August 18, 2015

/s/ Alfred J. Castino

Alfred J. Castino

   Director   August 18, 2015

/s/ Janice D. Chaffin

Janice D. Chaffin

   Director   August 18, 2015

/s/ Bruce R. Chizen

Bruce R. Chizen

   Director   August 18, 2015

/s/ Deborah A. Coleman

Deborah A. Coleman

   Director   August 18, 2015

/s/ Chrysostomos L. Nikias

Chrysostomos L. Nikias

   Director   August 18, 2015

/s/ John G. Schwarz

John G. Schwarz

   Director   August 18, 2015

/s/ Roy Vallee

Roy Vallee

   Director   August 18, 2015

/s/ Steven C. Walske

Steven C. Walske

   Director   August 18, 2015

 

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EXHIBIT INDEX

 

Exhibit
Number

  

Exhibit Description

   Incorporated By Reference   Filed
Herewith
      Form    File No.    Exhibit    Filing Date  
  3.1    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 Weil, Gotshal & Manges LLP               X
10.1    Synopsys, Inc. 2006 Employee Equity Incentive Plan, as amended    8-K    000-19807    10.23    04/16/15  
10.2    Atrenta Inc. Amended and Restated 1998 Stock Option Plan               X
23.1    Consent of KPMG LLP, Independent Registered Public Accounting Firm               X
23.2    Consent of Weil, Gotshal & Manges LLP (contained in Exhibit 5.1)               X
24.1    Power of Attorney (contained on signature page hereto)               X

 

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Exhibit 5.1

 

LOGO

767 Fifth Avenue

New York, NY 10153

+1 212 310 8000 tel

+1 212 310 8007 fax

August 18, 2015

Synopsys, Inc.

690 East Middlefield Road

Mountain View, California 94043

Ladies and Gentlemen:

We have acted as counsel to Synopsys, Inc., a Delaware corporation (the “ Company ”), in connection with the preparation and filing with the U.S. Securities and Exchange Commission of the Company’s Registration Statement on Form S-8 (the “ Registration Statement ”), under the Securities Act of 1933, as amended (the “ Securities Act ”), relating to the issuance of (i) not more than an aggregate of 3,800,000 additional shares of the Company’s common stock, par value $0.01 per share (the “ Common Stock ”), under the Synopsys, Inc. 2006 Employee Equity Incentive Plan, as amended (the “ Synopsys Plan ”) and (ii) not more than an aggregate of 133,238 shares of Common Stock pursuant to the exercise of certain outstanding stock options (“ Stock Options ”) granted under the Atrenta Inc. Amended and Restated 1998 Stock Option Plan, as assumed by the Company on August 3, 2015, in connection with the Agreement and Plan of Merger, dated as of June 7, 2015, by and among the Company, Avenger Acquisition Corp., Atrenta Inc. and Albert Clement as the Securityholders’ Representative (the “ Atrenta Plan ” and together with the Synopsys Plan, the “ Plans ”).

In so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the Registration Statement and the Plans pursuant to which the shares of Common Stock will be issued and such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. As to all questions of fact material to our opinion that have not been independently established, we have relied upon the aforesaid agreements, instruments, certificates, documents and records and upon statements, representations, certificates and covenants of officers and representatives of the Company and of public officials, and have made such other investigations as we have deemed necessary or appropriate as a

August 18, 2015

Page 2

 

basis for the opinion expressed below. We have assumed that such statements, representations, certificates and covenants are and will continue to be true and complete without regard to any qualification as to knowledge or belief. We have also assumed that (i) each award agreement setting forth the terms of each award under the Synopsys Plan will be consistent with the Synopsys Plan and duly authorized and validly executed and delivered by the parties thereto and (ii) each award agreement setting forth the terms of each Stock Option under the Atrenta Plan is consistent with the Atrenta Plan and has been duly authorized and validly executed and delivered by the parties thereto.

Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that the 3,800,000 shares of Common Stock being registered for sale under the Synopsis Plan and the 133,238 shares of Common Stock being registered for sale under the Atrenta Plan, in each case, pursuant to the Registration Statement, have been duly authorized and, when issued and delivered in accordance with the Plans, as applicable, will be validly issued, fully paid, and non-assessable.

The opinion expressed herein is limited to the corporate laws of the State of Delaware, and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction.

We hereby consent to the use of this letter as an exhibit to the Registration Statement. In giving such consent we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ Weil, Gotshal & Manges LLP

Exhibit 10.2

ATRENTA INC.

AMENDED AND RESTATED 1998 STOCK OPTION PLAN

(Amended and Restated effective November 25, 2008)

1. Purposes of the Plan . The purposes of this Stock Option Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote the success of the Company’s business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the Administrator at the time of grant. Stock Purchase Rights, Stock Units, and Stock Appreciation Rights may also be granted under the Plan. The terms of the Plan as hereby amended and restated effective November 25, 2008, shall apply with respect to Awards granted on or after such date.

2. Definitions . As used herein, the following definitions shall apply:

(a) “ Administrator ” means the Board or any of its Committees as shall be administering the Plan in accordance with Section 4 hereof.

(b) “ Applicable Laws ” means the requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under the Plan.

(c) “ Award ” means an Option, Stock Purchase Right, Stock Unit or Stock Appreciation Right granted pursuant to the Plan.

(d) “ Award Agreement ” means a written or electronic agreement between the Company and a Participant evidencing the terms and conditions of an individual Award. The Award Agreement is subject to the terms and conditions of the Plan.

(e) “ Board ” means the Board of Directors of the Company.

(f) “ Code ” means the Internal Revenue Code of 1986, as amended.

(g) “ Committee ” means a committee of Directors appointed by the Board in accordance with Section 4 hereof.

(h) “ Common Stock ” means the Common Stock of the Company.

(i) “ Company ” means Atrenta Inc., a Delaware corporation.

(j) “ Consultant ” means any person who is not an Employee and who renders bona fide services to the Company or any Parent or Subsidiary as an independent contractor.

(k) “ Director ” means a member of the Board of Directors of the Company.

(l) “ Disability ” means total and permanent disability as defined in Section 22(e)(3) of the Code.

(m) “ Employee ” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary as a common-law employee. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. For purposes of Incentive Stock Options, no such leave may exceed ninety days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, on the 181st day of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonstatutory Stock Option. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company.

(n) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(o) “ Fair Market Value ” means, as of any date, the value of Common Stock determined as follows:

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation The NASDAQ Stock Market, or The Nasdaq Capital Market of The NASDAQ Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day prior to the time of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii) If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the Common Stock on the last market trading day prior to the day of determination; or

(iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator.

(p) “ Incentive Stock Option ” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code.

(q) “ Nonstatutory Stock Option ” means an Option not intended to qualify as an Incentive Stock Option.

(r) “ Officer ” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(s) “ Option ” means a stock option granted pursuant to the Plan.

 

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(t) “ Option Exchange Program ” means a program whereby outstanding Options or SARs are exchanged for Options or SARs with a lower exercise price, or Restricted Stock or Stock Units.

(c) “ Participant ” means the holder of an outstanding Award granted under the Plan.

(d) “ Parent ” means a “parent corporation , ” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(e) “ Plan ” means this Amended and Restated 1998 Stock Option Plan.

(f) “ Restricted Stock ” means shares of Common Stock acquired pursuant to a grant of a Stock Purchase Right under Section 1 1 below.

(g) “ Section 16(b) ” means Section 16(b) of the Securities Exchange Act of 1934, as amended.

(h) “ Service Provider ” means an Employee, Director or Consultant.

(i) “ Share ” means a share of the Common Stock, as adjusted in accordance with Section 12 below.

(j) “ Stock Appreciation Right” or “SAR ” means a right to receive the appreciation in the value of a Share above the Fair Market Value of a Share on the date of grant of the Award pursuant to Section 8(c) below.

(cc) “ Stock Purchase Right ” means a right to purchase Common Stock pursuant to Section 1 1 below.

(dd) “ Stock Unit ” means a bookkeeping entry representing the Company’s obligation to deliver one Share (or cash equivalent) on a future date pursuant to Section 11(e) below.

(ee) “ Subsidiary ” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

3. Stock Subject to the Plan . Subject to the provisions of Section 12 of the Plan, the maximum aggregate number of Shares which may be issued under the Plan is 51,143,076 Shares. The Shares may be authorized but unissued, or reacquired Common Stock.

If an Award is cancelled, expires or otherwise becomes unexercisable without having been exercised in full, or is surrendered pursuant to an Option Exchange Program, the unissued Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). However, Shares that have actually been issued under the Plan, upon exercise of either an Option, SAR or Stock Purchase Right, or settlement of a Stock Unit, shall not be returned to the Plan and shall not become available for future distribution under the Plan, except that if Shares of Restricted Stock reacquired by the Company pursuant to a forfeiture provision, such Shares shall become available for future grant under the Plan.

 

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4. Administration of the Plan .

(a) Administrator . The Plan shall be administered by the Board or a Committee appointed by the Board, which Committee shall be constituted to comply with Applicable Laws.

(b) Powers of the Administrator . Subject to the provisions of the Plan and, in the case of a Committee, the specific duties delegated by the Board to such Committee, and subject to the approval of any relevant authorities, the Administrator shall have the authority in its discretion:

(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom Awards may from time to time be granted hereunder;

(iii) to determine the number of Shares to be covered by each Award granted hereunder;

(iv) to approve forms of agreement for use under the Plan;

(v) to determine the terms and conditions, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised or settled (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Common Stock relating thereto, based in each case on such factors as the Administrator, in its sole discretion, shall determine;

(vi) to determine whether and under what circumstances an Option, SAR or Stock Unit may be settled in cash instead of Common Stock;

(vii) to reduce the exercise price of any Option or SAR to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Award has declined since the date the Award was granted;

(viii) to initiate an Option Exchange Program;

(ix) to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of qualifying for preferred tax treatment under foreign tax laws;

(x) to allow Participants to satisfy withholding tax obligations by electing to have the Company withhold from the Shares to be issued upon exercise of an Award that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the

 

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amount of tax to be withheld is to be determined. All elections by Participants to have Shares withheld for this purpose shall be made in such form and under such conditions as the Administrator may deem necessary or advisable;

(xi) to require that a Participant reimburse the Company or Subsidiary for the amount of any fringe benefit tax that may be payable by the Company or Subsidiary in connection with any Award granted to the Participant, which the Company or Subsidiary may collect by any reasonable method established by the Company or Subsidiary; and

(xii) to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan.

(c) Effect of Administrator’s Decision . All decisions, determinations and interpretations of the Administrator shall be final and binding on all Participants.

5. Eligibility .

(a) Awards may be granted to Service Providers. Incentive Stock Options may be granted only to Employees.

(b) Each Option shall be designated in the Award Agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options. For purposes of this Section 5(b), Incentive Stock Options shall be taken into account in the order in which they were granted. The Fair Market Value of the Shares shall be determined as of the time the Option with respect to such Shares is granted.

(c) Neither the Plan nor any Award shall confer upon any Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company, nor shall it interfere in any way with his or her right or the Company’s right to terminate such relationship at any time, with or without cause.

6. Term of Plan . The Plan became effective upon its adoption by the Board. The Plan shall continue in effect for a term of ten (10) years from the date of its amendment and restatement by the Board, subject to shareholder approval, on November 25, 2008, unless sooner terminated under Section 14 of the Plan.

7. Term of Options . The term of each Option shall be ten (10) years from the date of grant thereof, unless a shorter term is provided in the Award Agreement or otherwise required pursuant to the Plan. In the case of an Incentive Stock Option granted to a Participant who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, as determined under Section 424(d) of the Code, the term of the Option shall be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement or required pursuant to the Plan.

 

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8. Option Exercise Price and Consideration; Stock Appreciation Rights .

(a) Exercise Price . The per share exercise price for the Shares to be issued upon exercise of an Option shall be such price as is determined by the Administrator, but shall be subject to the following:

(i) In the case of an Incentive Stock Option

(A) granted to an Employee who, at the time of grant of such Option, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, as determined under Section 424(d) of the Code, the exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant.

(B) granted to any other Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

(ii) In the case of a Nonstatutory Stock Option, the exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant.

(iii) Notwithstanding the foregoing, Options may be granted with a per Share exercise price other than as required above pursuant to a merger or other corporate transaction.

(b) Consideration . The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator. Such consideration may consist of (1) cash, (2) check, (3) other Shares which (x) in the case of Shares acquired upon exercise of an Option, have been owned by the Participant for more than six months on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (4) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan, or (5) Shares which would otherwise have been issued upon exercise pursuant to a “net exercise,” (6) any combination of the foregoing, or (7) any other methods of payment as may be approved by the Administrator to the extent permitted under Applicable Law. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company.

(c) Stock Appreciation Rights . The Administrator may award Stock Appreciation Rights subject to such terms and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion and set forth in an Award Agreement, subject to Applicable Laws. Stock Appreciation Rights shall be subject to the same provisions of the Plan which apply to Nonstatutory Stock Options that may only be exercised pursuant to a “net exercise” (that is, by the withholding of Shares that would otherwise be issued upon exercise in payment of the exercise price); provided, however, that the Administrator may determine, in its sole discretion, to issue cash in lieu of some or all of the Shares that would otherwise be issued upon exercise of the Stock Appreciation Right.

 

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9. Exercise of Option .

(a) Procedure for Exercise; Rights as a Stockholder . Any Option granted hereunder shall be exercisable according to the terms hereof at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. Unless the Administrator provides otherwise, vesting of Options granted hereunder shall be tolled during any unpaid leave of absence. An Option may not be exercised for a fraction of a Share.

An Option shall be deemed exercised when the Company receives: (i) written or electronic notice of exercise (in accordance with the Award Agreement) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option shall be issued in the name of the Participant or, if requested by the Participant, in the name of the Participant and his or her spouse. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 12 of the Plan.

Exercise of an Option in any manner shall result in a decrease in the number of Shares thereafter available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(b) Termination of Relationship as a Service Provider . If a Participant ceases to be a Service Provider, such Participant may exercise his or her Option within such period of time as is specified in the Award Agreement (of at least thirty (30) days) to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of the Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for three (3) months following the Participant’s termination. If, on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Participant does not exercise his or her Option within the time specified by the Administrator, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(c) Disability of Participant . If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement (of at least six (6) months) to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for twelve (12) months following the Participant’s termination. If, on the date of termination, the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Participant does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

 

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(d) Death of Participant . If an Participant dies while a Service Provider, the Option may be exercised within such period of time as is specified in the Award Agreement (of at least six (6) months) to the extent that the Option is vested on the date of death (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement) by the Participant’s estate or by a person who acquires the right to exercise the Option by bequest or inheritance. In the absence of a specified time in the Award Agreement, the Option shall remain exercisable for twelve (12) months following the Participant’s termination. If, at the time of death, the Participant is not vested as to the entire Option, the Shares covered by the unvested portion of the Option shall immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

(e) Buyout Provisions . The Administrator may at any time offer to buy out for a payment in cash or Shares, an Option previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the Participant at the time that such offer is made.

10. Non-Transferability of Options and Stock Purchase Rights . The Awards may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant.

11. Stock Purchase Rights and Stock Units .

(a) Rights to Purchase . Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other awards granted under the Plan and/or cash awards made outside of the Plan. A Stock Purchase Right may consist of an outright grant of Shares in consideration of service rendered by the Participant. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing or electronically of the terms, conditions and restrictions related to the offer, including the number of Shares that such person shall be entitled to purchase, the price to be paid (if any), and the time within which such person must accept such offer. The terms of the offer shall comply in all respects with Section 260.140.42 of Title 10 of the California Code of Regulations to the extent applicable. The offer shall be accepted by execution of a Restricted Stock purchase agreement in the form determined by the Administrator.

(b) Repurchase Option . Unless the Administrator determines otherwise, the Restricted Stock purchase agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser’s service with the Company for any reason (including death or disability). The purchase price for Shares repurchased pursuant to the Restricted Stock purchase agreement shall be the original price paid by the purchaser (if any) or if less, the then current Fair Market Value of the Shares, and may be paid by cancellation of any indebtedness of the purchaser to the Company. The repurchase option shall lapse at such rate as the Administrator may determine.

 

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(c) Other Provisions . The Restricted Stock purchase agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion.

(d) Rights as a Stockholder . Once the Stock Purchase Right is exercised, the purchaser shall have rights equivalent to those of a stockholder and shall be a stockholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No adjustment shall be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 12 of the Plan.

(e) Stock Units . The Administrator may award Stock Units subject to such terms and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion and set forth in an Award Agreement, subject to Applicable Laws. No cash consideration shall be required for the grant or settlement of Stock Units. The settlement of Stock Units shall be subject to such vesting conditions as shall be determined by the Administrator. Stock Units may be settled, at or after vesting, for an equivalent number of Shares and/or cash having an equivalent Fair Market Value, as determined in the sole discretion of the Administrator. Until Shares are issued in settlement of an Award (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 12 of the Plan. However, the Administrator may provide for the payment of dividend equivalents with respect to outstanding Stock Units in accordance with such terms and conditions as may be specified in the Award Agreement. Stock Units represent an unfunded and unsecured obligation of the Company, and a Participant shall have no rights other than those of a general creditor until the Award has been settled.

12. Adjustments Upon Changes in Capitalization, Merger or Asset Sale .

(a) Changes in Capitalization . Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Award, and the number of shares of Common Stock which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award, as well as the price per share of Common Stock covered by each such outstanding Award, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company. The conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award.

 

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(b) Dissolution or Liquidation . In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for a Participant to have the right to exercise his or her Award until fifteen (15) days prior to such transaction as to all of the Shares subject to such Award, including Shares as to which the Award would not otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option applicable to any Shares acquired upon exercise of an Award shall lapse as to all such Shares, provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously exercised or settled, an Award will terminate immediately prior to the consummation of such proposed action.

(c) Merger or Asset Sale . In the event of a merger of the Company with or into another corporation or the sale of substantially all of the assets of the Company, or other corporate reorganization or transaction (a “Corporate Transaction”), each outstanding Award shall be subject to the agreement of such Corporate Transaction. Such agreement may provide for one or more of the following: (i) the continuation of the outstanding Award by the Company, if the Company is a surviving corporation; (ii) the assumption of the outstanding Award by the surviving corporation or its parent or subsidiary; (iii) the substitution by the surviving corporation or its parent or subsidiary of its own awards for the outstanding Awards; (iv) immediate exercisability or vesting and accelerated expiration of the outstanding Awards; or (v) settlement of the full value of the outstanding Awards in cash or cash equivalents followed by cancellation of such Awards, in each case without the Participant’s consent. The Company shall have no obligation to treat outstanding Awards in a uniform manner.

13. Time of Granting Options and Stock Purchase Rights . The date of grant of an Award shall, for all purposes, be the date on which the Administrator makes the determination granting such Award, or such other date as is determined by the Administrator. Notice of the determination shall be given to each Service Provider to whom Award is so granted within a reasonable time after the date of such grant.

14. Amendment and Termination of the Plan .

(a) Amendment and Termination . The Board may at any time amend, alter, suspend or terminate the Plan.

(b) Stockholder Approval . The Board shall obtain stockholder approval of any Plan amendment to the extent necessary and desirable to comply with Applicable Laws.

(c) Effect of Amendment or Termination . No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

15. Conditions Upon Issuance of Shares .

 

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(a) Legal Compliance . Shares shall not be issued pursuant to an Award unless the exercise or settlement of such Award and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

(b) Investment Representations . As a condition to the exercise of an Award, the Administrator may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

16. Inability to Obtain Authority . The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

17. Reservation of Shares . The Company, during the term of this Plan, shall at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan.

18. Stockholder Approval . The Plan, as hereby amended and restated, shall be subject to approval by the stockholders of the Company within twelve (12) months after the date that such amendment and restatement is adopted by the Board. Such stockholder approval shall be obtained in the degree and manner required under Applicable Laws.

 

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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 12, 2014, with respect to the consolidated balance sheets of Synopsys, Inc. and subsidiaries as of November 1, 2014 and November 2, 2013, and the related consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended November 1, 2014, and the effectiveness of internal control over financial reporting of Synopsys, Inc. as of November 1, 2014, incorporated herein by reference.

Our report dated December 12, 2014, on the effectiveness of internal control over financial reporting as of November 1, 2014, contains an explanatory paragraph that states that Synopsys, Inc. excluded from their evaluation the internal control over financial reporting of Coverity, Inc. (Coverity), which Synopsys, Inc. acquired on March 24, 2014. This acquisition is discussed in Note 3 of Notes to Consolidated Financial Statements. As of and for the year ended November 1, 2014, Coverity represented, in the aggregate, approximately 1% of consolidated total assets and consolidated total revenue, respectively.

/s/ KPMG LLP

Santa Clara, California

August 18, 2015