As filed with the Securities and Exchange Commission on May 22, 2020
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-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 | |
(Address of Principal Executive Offices) | (Zip Code) |
Synopsys, Inc. 2006 Employee Equity Incentive Plan, as amended
Synopsys, Inc. Employee Stock Purchase 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
(Name and address of agent for service)
(650)584-5000
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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” inRule 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 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, as amended | 3,500,000 | $165.70 | $579,950,000 | $75,278 | ||||
Common Stock, $0.01 par value per share, issuable under the Synopsys, Inc. Employee Stock Purchase Plan, as amended | 5,000,000 | $165.70 | $828,500,000 | $107,539 | ||||
Total | 8,500,000 | — | — | $182,817 | ||||
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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 onForm 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 20, 2020 as reported on the Nasdaq Global Select Market. |
EXPLANATORY NOTE
The Registrant has filed this Registration Statement pursuant to General Instruction E ofForm S-8 to register (i) an additional 3,500,000 shares of Common Stock issuable to eligible persons under the Synopsys, Inc. 2006 Employee Equity Incentive Plan, as amended (the “Equity Incentive Plan”) and (ii) an additional 5,000,000 shares of Common Stock issuable to eligible persons under the Synopsys, Inc. Employee Stock Purchase Plan, as amended (the “ESPP”).
The Registrant previously filedForm S-8 Registration Statements Nos. 333-134899,333-157791,333-174587,333-181875,333-189019,333-196428,333-206458,333-213246,333-217177,333-225237 and333-231761 relating to shares of Common Stock issuable under the Equity Incentive Plan (together, the “PriorEquity Incentive Plan Registration Statements”). The Registrant previously filedForm S-8 Registration Statements Nos. 333-50947,333-77597,333-38810,333-63216,333-108507,333-125224,333-151067,333-166274,333-181875,333-196428,333-213246 and333-225237 relating to shares of Common Stock issuable under the ESPP (together, the “Prior ESPP Registration Statements”).
This Registration Statement relates to securities of the same class as those to which the Prior Equity Incentive Plan Registration Statements and Prior ESPP Registration Statements relate. Pursuant to General Instruction E ofForm S-8, the contents of the Prior Equity Incentive Plan Registration Statements and Prior ESPP 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 onForm 10-K for the fiscal year ended October 31, 2019, filed with the Commission, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), onDecember 20, 2019;
(b) The Registrant’s Quarterly Reports onForm 10-Q for the quarters ended January 31, 2020 and April 30, 2020, filed with the Commission, pursuant to the Exchange Act, onFebruary 21, 2020 andMay 22, 2020, respectively;
(c) The Registrant’s Current Reports onForm 8-K filed with the Commission, pursuant to the Exchange Act, onDecember 19, 2019,February 27, 2020 andApril 15, 2020; and
(d) The description of the Common Stock contained in the Registrant’s Registration Statement onForm 8-A filed with the Commission on January 17, 1992, including any amendment or report filed for the purpose of updating such description (Commission FileNo. 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 onForm 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 | 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 | 10-K | 000-19807 | 3.2 | 12/17/18 | |||||||||||||||||
4.1 | Specimen Common Stock Certificate | S-1 | 33-45138 | 4.3 | | 02/24/92 (effective date | ) | |||||||||||||||
5.1 | Opinion of Jones Day | X | ||||||||||||||||||||
10.4 | Synopsys, Inc. 2006 Employee Equity Incentive Plan, as amended | 8-K | 000-19807 | 10.4 | 04/15/20 | |||||||||||||||||
10.7 | Synopsys, Inc. Employee Stock Purchase Plan, as amended | 8-K | 000-19807 | 10.7 | 04/15/20 | |||||||||||||||||
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 |
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 onForm 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 22nd day of May, 2020.
SYNOPSYS, INC. | ||
By: | /s/ John F. Runkel, Jr. | |
Name: John F. Runkel, Jr. Title: General Counsel and Corporate Secretary |
Power of Attorney
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 lawfulattorney-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 saidattorneys-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 saidattorneys-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 Aart J. de Geus | Co-Chief Executive Officer(Co-Principal Executive Officer) and Chairman of the Board of Directors | May 22, 2020 | ||
/s/Chi-Foon Chan Chi-Foon Chan | Co-Chief Executive Officer(Co-Principal Executive Officer), President and Director | May 22, 2020 | ||
/s/ Trac Pham Trac Pham | Chief Financial Officer (Principal Financial Officer) | May 22, 2020 | ||
/s/ Sudhindra Kankanwadi Sudhindra Kankanwadi | Vice President, Corporate Controller (Principal Accounting Officer) | May 22, 2020 | ||
/s/ Janice D. Chaffin Janice D. Chaffin | Director | May 22, 2020 | ||
/s/ Bruce R. Chizen Bruce R. Chizen | Director | May 22, 2020 | ||
/s/ Mercedes Johnson Mercedes Johnson | Director | May 22, 2020 |
/s/ Chrysostomos L. Nikias Chrysostomos L. Nikias | Director | May 22, 2020 | ||
/s/ John G. Schwarz John G. Schwarz | Director | May 22, 2020 | ||
/s/ Roy Vallee Roy Vallee | Director | May 22, 2020 | ||
/s/ Steven C. Walske Steven C. Walske | Director | May 22, 2020 |