Securities Registration: Employee Benefit Plan (s-8)
May 24 2019 - 5:09PM
Edgar (US Regulatory)
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)
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Delaware
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56-1546236
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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
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Amount to be
Registered(1)
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Proposed Maximum
Offering Price
Per Share(2)
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Proposed Maximum
Aggregate Offering
Price(2)
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Amount of
Registration Fee
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Common Stock, $0.01 par value per share, issuable under the
Synopsys, Inc. 2006 Employee Equity Incentive Plan, as amended
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3,200,000
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$114.69
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$367,008,000
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$44,481.37
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(1)
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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 Registrants receipt of consideration which results in an increase in the number of the Registrants outstanding shares of Common Stock.
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(2)
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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 Registrants Common Stock on May 22, 2019 as reported
on the Nasdaq Global Select Market.
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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
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333-174587
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333-181875
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333-189019
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333-196428
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333-206458
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333-213246
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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 Registrants 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 Registrants 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 Registrants 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 Registrants 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
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.
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SYNOPSYS, INC.
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By:
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/s/ John F. Runkel, Jr.
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Name: John F. Runkel, Jr.
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Title: General Counsel and Corporate Secretary
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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 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.
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Signature
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Title
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Date
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/s/ Aart J. de Geus
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Co-Chief
Executive Officer
(Co-Principal
Executive
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Aart J. de Geus
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Officer) and Chairman of the Board of Directors
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May 24, 2019
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/s/
Chi-Foon
Chan
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Co-Chief
Executive Officer
(Co-Principal
Executive
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Chi-Foon
Chan
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Officer), President and Director
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May 24, 2019
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/s/ Trac Pham
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Chief Financial Officer (Principal Financial Officer)
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Trac Pham
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May 24, 2019
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/s/ Sudhindra Kankanwadi
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Vice President, Corporate Controller (Principal
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Sudhindra Kankanwadi
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Accounting Officer)
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May 24, 2019
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/s/ Janice D. Chaffin
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Director
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Janice D. Chaffin
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May 24, 2019
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/s/ Bruce R. Chizen
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Director
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Bruce R. Chizen
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May 24, 2019
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/s/ Mercedes Johnson
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Director
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Mercedes Johnson
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May 24, 2019
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/s/ Chrysostomos L. Nikias
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Director
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May 24, 2019
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Chrysostomos L. Nikias
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/s/ John G. Schwarz
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Director
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May 24, 2019
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John G. Schwarz
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/s/ Roy Vallee
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Director
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May 24, 2019
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Roy Vallee
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/s/ Steven C. Walske
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Director
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May 24, 2019
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Steven C. Walske
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