As filed with the Securities and Exchange Commission on May 24, 2019
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.) |
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
(Full Title of the Plan)
John F. Runkel, Jr.
General Counsel and Corporate Secretary
Synopsys, Inc.
690 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, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered |
Amount to be
Registered(1) |
Proposed Maximum
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, as amended |
3,200,000 | $114.69 | $367,008,000 | $44,481.37 | ||||
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| (1) |
Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement on Form S-8 (this “ Registration Statement ”) shall also cover any additional shares of Synopsys, Inc.’s (the “ Registrant ”) common stock, par value $0.01 per share (“ Common Stock ”) 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) of the Securities Act. The proposed maximum offering price per share and proposed maximum aggregate offering price are based upon the average of the high and low prices of the Registrant’s Common Stock on May 22, 2019 as reported on the Nasdaq Global Select Market. |
EXPLANATORY NOTE
The Registrant has filed this Registration Statement pursuant to General Instruction E of Form S-8 to register an additional 3,200,000 shares of Common Stock issuable to eligible persons under the Synopsys, Inc. 2006 Employee Equity Incentive Plan, as amended (the “ Equity Incentive Plan ”).
The Registrant previously filed Form S-8 Registration Statements Nos. 333-134899 , 333-157791 , 333-174587 , 333-181875 , 333-189019 , 333-196428 , 333-206458 , 333-213246 , 333-217177 and 333-225237 relating to shares of Common Stock issuable under the Equity Incentive Plan (together, the “ Prior Equity Incentive Plan Registration Statements ”).
This Registration Statement relates to securities of the same class as those to which the Prior Equity Incentive Plan Registration Statements relate. Pursuant to General Instruction E of Form S-8, the contents of the Prior Equity Incentive Plan Registration Statements are incorporated herein by reference, including all attachments and exhibits thereto, except to the extent supplemented, amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant hereby incorporates by reference into this Registration Statement the following:
(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended October 31, 2018, filed with the Commission, pursuant to the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), on December 17, 2018 ;
(b) The Registrant’s Quarterly Reports on Form 10-Q for the quarters ended January 31, 2019 and April 30, 2019, filed with the Commission, pursuant to the Exchange Act, on February 25, 2019 and May 24, 2019 , respectively;
(c) The Registrant’s Current Reports on Form 8-K filed with the Commission, pursuant to the Exchange Act, on February 28, 2019 and April 9, 2019 ; and
(d) The description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on January 17, 1992, including any amendment or report filed for the purpose of updating such description (Commission File No. 000-19807).
In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 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. 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.
Item 8. Exhibits
|
Exhibit Number |
Exhibit Description |
Incorporated By Reference |
Filed
Herewith |
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| 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 | 10-K | 000-19807 | 3.2 | 12/17/18 | |||||||
| 4.1 | Specimen Common Stock Certificate (P) | S-1 | 33-45138 | 4.3 |
02/24/92
(effective
|
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| 5.1 | Opinion of Jones Day | X | ||||||||||
| 23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm | X | ||||||||||
| 23.2 | Consent of Jones Day (included in Exhibit 5.1) | X | ||||||||||
| 24.1 | Power of Attorney (included in signature page) | X | ||||||||||
| 99.1 | Synopsys, Inc. 2006 Employee Equity Incentive Plan, as amended | 8-K | 000-19807 | 10.4 | 4/9/2019 | |||||||
| (P) |
Paper exhibit |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 the 24th day of May, 2019.
| SYNOPSYS, INC. | ||
| By: | /s/ John F. Runkel, Jr. | |
| Name: John F. Runkel, Jr. | ||
| Title: General Counsel and Corporate Secretary | ||
KNOW ALL PERSONS BY THESE PRESENTS , 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, this Registration Statement has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
|
Signature |
Title |
Date |
||
| /s/ Aart J. de Geus |
Co-Chief Executive Officer (Co-Principal Executive |
|||
| Aart J. de Geus |
Officer) and Chairman of the Board of Directors |
May 24, 2019 | ||
| /s/ Chi-Foon Chan |
Co-Chief Executive Officer (Co-Principal Executive |
|||
| Chi-Foon Chan |
Officer), President and Director |
May 24, 2019 | ||
| /s/ Trac Pham |
Chief Financial Officer (Principal Financial Officer) |
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| Trac Pham | May 24, 2019 | |||
| /s/ Sudhindra Kankanwadi |
Vice President, Corporate Controller (Principal |
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| Sudhindra Kankanwadi |
Accounting Officer) |
May 24, 2019 | ||
| /s/ Janice D. Chaffin |
Director |
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| Janice D. Chaffin | May 24, 2019 | |||
| /s/ Bruce R. Chizen |
Director |
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| Bruce R. Chizen | May 24, 2019 | |||
| /s/ Mercedes Johnson |
Director |
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| Mercedes Johnson | May 24, 2019 | |||
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/s/ Chrysostomos L. Nikias |
Director | May 24, 2019 | ||
| Chrysostomos L. Nikias | ||||
|
/s/ John G. Schwarz |
Director | May 24, 2019 | ||
| John G. Schwarz | ||||
|
/s/ Roy Vallee |
Director | May 24, 2019 | ||
| Roy Vallee | ||||
|
/s/ Steven C. Walske |
Director | May 24, 2019 | ||
| Steven C. Walske | ||||
Exhibit 5.1
JONES DAY
SILICON VALLEY OFFICE • 1755 EMBARCADERO ROAD • PALO ALTO, CALIFORNIA 94303
TELEPHONE: +1.650.739.3939 • FACSIMILE: +1.650.739.3900
May 24, 2019
Synopsys, Inc.
690 East Middlefield Road
Mountain View, California 94043
| Re: |
Registration Statement on Form S-8 Filed by Synopsys, Inc. |
Ladies and Gentlemen:
We have acted as counsel for Synopsys, Inc., a Delaware corporation (the “ Company ”), in connection with the registration under the Securities Act of 1933 (the “ Act ”) of an aggregate of 3,200,000 shares (the “ Shares ”) of the Company’s common stock, par value $0.01 per share, that may be issued or delivered and sold pursuant to the Company’s 2006 Employee Equity Incentive Plan, as amended (the “ Plan ”). In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares that may be issued or delivered and sold pursuant to the Plan and the authorized forms of stock option, restricted stock or other applicable award agreements thereunder (the “ Award Agreements ”) will be, when issued or delivered and sold in accordance with the Plan and the Award Agreements, validly issued, fully paid and nonassessable, provided that the consideration for the Shares is at least equal to the stated par value thereof.
The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinion expressed herein. In addition, we have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the Plan and the Award Agreements will be in full force and effect at all times at which the Shares are issued or delivered and sold by the Company, and that the Company will take no action inconsistent with such resolutions.
In rendering the opinion above, we have assumed that each award under the Plan will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect the registration of the Shares under the Act. In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
| Very truly yours, |
| /s/ Jones Day |
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 14, 2018, with respect to the consolidated financial statements and the effectiveness of internal control over financial reporting, incorporated by reference herein.
/s/ KPMG LLP
Santa Clara, California
May 24, 2019