UNITED
STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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SCHEDULE 14A INFORMATION
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Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
x
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Filed by a Party other than the
Registrant
o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for
Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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o
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Definitive Proxy Statement
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o
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Definitive Additional Materials
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x
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Soliciting Material Pursuant to
§240.14a-12
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SYNPLICITY,
INC.
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(Name
of Registrant as Specified In Its Charter)
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the
appropriate box):
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x
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No fee required.
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o
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Fee computed on table below per
Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to
which transaction applies:
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(2)
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Aggregate number of securities to
which transaction applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth
the amount on which the filing fee is calculated and state how it was
determined):
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(4)
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Proposed maximum aggregate value of
transaction:
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(5)
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Total fee paid:
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o
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Fee paid previously with preliminary
materials.
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o
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration
Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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SYNPLICITY
FAQS
For Optionees and Shareholders with Options, Shares or Restricted Stock
Units Granted Under the
Synplicity, Inc. 1995 Stock Option Plan
Synplicity, Inc. 2000 Stock Plan
Synplicity, Inc. 2000 Director Option Plan or
Synplicity, Inc. 2000 Employee Stock Purchase Plan
·
INTRODUCTION
The
following is a series of Frequently Asked Questions about how the proposed
acquisition of Synplicity, Inc. by Synopsys, Inc. will affect
optionees of Synplicity who hold options and/or restricted stock units under
the Synplicity, Inc. 1995 Stock Option Plan, the Synplicity, Inc.
2000 Stock Plan, the Synplicity, Inc. 2000 Director Option Plan or outside
such aforementioned plans. Furthermore,
you will find how the proposed acquisition shall affect your participation in
the 2000 Employee Stock Purchase Plan.
Additional information can also be found in the Summary, Merger
Agreement and other sections of the Proxy Statement. A copy of the Proxy Statement is available on
the Synplicity intranet at http://investor.synplicity.com/sec.cfm.
·
DEFINITIONS
OF COMMONLY USED TERMS
1995 Plan
: Synplicity, Inc.
1995 Stock Option Plan.
2
2000 Plan
:
Synplicity, Inc.
2000 Stock Plan.
2000 Director Plan
: Synplicity, Inc. 2000 Director Option Plan.
ESPP
: 2000 Employee Stock Purchase Plan.
Proxy Statement:
The definitive
proxy statement of Synplicity filed with the Securities Exchange Commission on April 17,
2008.
Letter of Transmittal.
Each Synplicity shareholder who holds
physical stock certificates will be required to complete a legal document known
as a Letter of Transmittal and submit that document to Synopsys payment agent,
U.S. Bank, N.A., in order to exchange such shareholders Synplicity shares for
the Merger Consideration. To receive the
Merger Consideration, each Synplicity optionee whose options will not be
assumed by Synopsys and cancelled will be required to complete a Letter of
Transmittal and submit that document to U.S. Bank, N.A.
Merger
: The merger of St. Andrews Acquisition Corp.,
a wholly-owned subsidiary of Synopsys, with and into Synplicity.
Merger Agreement
: The
agreement signed by Synopsys, St. Andrews Acquisition Corp. and Synplicity
setting forth the mechanics by which Synplicity will merge with a wholly owned
subsidiary of Synopsys.
Merger Consideration.
Each share of Synplicity common stock
outstanding prior to the closing of the Merger will be converted into the right
to receive $8.00 in cash, without interest.
Payment Agent
:
U.S. Bank, N.A. or any other
agent or agents as may be agreed upon by Synopsys and Synplicity.
Plan
: All stock option plans,
programs, agreements or arrangements of Synplicity, collectively, including
the 1995 Plan,
the 2000 Plan, the 2000
Director Plan and any other non-plan option grant, agreement or arrangement
with respect to Synplicity common stock.
RSUs:
Restricted stock units granted under the 2000 Plan.
Synplicity:
Synplicity, Inc.
Synopsys
: Synopsys, Inc.
·
GENERAL
INFORMATION
Q1: When will the transaction close?
A1:
The transaction is expected
to close on May 15, 2008, subject to the approval of Synplicity
shareholders and required regulatory approvals and clearances.
·
STOCK OPTIONS
Q2:
How will my options be treated in the Merger?
3
A2:
The treatment
of your options will differ depending on the exercise price of your options
and/or the Plan under which your options were granted. You can determine which Plan(s) your
options were granted under and the applicable exercise price by logging into
E*Trade or contacting Penny Miller at penny@synplicity.com or 408-251-6019.
Synopsys will assume and convert into options to acquire Synopsys
common stock those options outstanding immediately prior to the closing of the
Merger granted under (1) the 2000 Plan without regard to the per share
exercise price and (2) the 1995 Plan with a per share exercise price of
exactly $8.00 (the Assumed Options).
The Assumed Options generally will be subject to the terms and
conditions set forth in the applicable Plan under which the options were
granted and the individual stock option agreements, including the vesting
schedule. However, the exercise price of
each Assumed Option and the number of shares of Synopsys common stock subject
to such Assumed Option will be adjusted as described in Question and Answer 3.
Synopsys will
not
assume any Synplicity
options granted (1) under the 1995 Plan, other than those with an exercise
price equal to exactly $8.00, (2) under the 2000 Director Plan or (3) outside
any Synplicity option plan that are unexpired, unexercised and outstanding
immediately prior to the closing of the Merger.
Instead, all of the options that are not assumed will fully accelerate
and become 100% vested in connection with the Merger. All unassumed vested options with a per share
exercise price of less than $8.00 will be cancelled and converted into the
right to receive a cash amount equal to $8.00 (without interest) minus the
exercise per share price, subject to applicable withholding tax. For example, if the per share exercise price
of your option is $5.00, you will receive $3.00 per share ($8.00 - $5.00 =
$3.00), subject to applicable withholding tax.
Any unassumed options with an exercise price equal to or greater than
$8.00, regardless of whether they become fully vested in connection with the
Merger, will be cancelled and extinguished at the close of the Merger.
Q3:
What
will be the terms of my Assumed Options?
A3:
Assumed Options will be
subject to the terms and conditions set forth in the applicable Plan under
which the options were granted and the individual stock option agreements
(including the vesting schedule), except as described below.
(a)
Number of Shares
.
Each Assumed Option will be exercisable, subject to any applicable
vesting, for the number of shares of Synopsys common stock equal to the product
of the number of Synplicity shares that were issuable upon exercise of the
Assumed Option immediately prior to the closing of the Merger multiplied by the
Exchange Ratio (as defined below), rounded down to the nearest whole
share. For example, assuming the
Exchange Ratio is 0.35 and you own 100 shares of Synplicity common stock, you
will receive 35 shares of Synopsys common stock (0.35 x 100 = 35) in exchange
for your 100 shares of Synplicity common stock.
(b)
Exercise price
. Each
Assumed Option will have a new exercise price equal to the quotient determined
by dividing the Assumed Options original exercise price by the Exchange Ratio
(as defined below), rounded up to the nearest whole cent. For example, assuming the Exchange Ratio is
0.35 and the original exercise price of your Assumed Option is $5.00, your new
per share exercise price shall be $14.29 ($5.00 ÷ 0.35 = $14.29).
4
(c)
Underlying Shares
. As
mentioned above, your Assumed Options will be exercisable for Synopsys common
stock, instead of Synplicity common stock.
(d)
Exchange Ratio
. The
Exchange Ratio will be calculated immediately prior to the completion of the
Merger by dividing $8.00 by the average of the closing sales prices of Synopsys
common stock as quoted on the Nasdaq Global Select Market for the 10
consecutive trading days ending with the trading day that is three trading days
prior to the completion of the merger.
For example, assuming the average closing sales prices of Synopsys
common stock is $22.85, the Exchange Ratio shall be 0.35 ($8.00 ÷ $22.85 =
0.35).
(e)
Other terms
. All
references to Synplicity in the applicable Plan and in your individual stock
option agreements will be references to Synopsys. All other terms and conditions of your
Assumed Options, including the vesting schedule, will remain the same as the
terms and conditions of your Synplicity options immediately prior to the
closing of the Merger.
Q4:
Can
I exercise my vested options prior to the closing of the Merger
?
A4:
Yes, you can exercise your
vested options at any time prior to the closing of the Merger (subject to the
terms of the applicable Plan and insider trading rules and any blackout
periods that Synplicity has or may impose) provided that the options have not
expired. If you wish to exercise your
vested options, you must timely submit a properly executed exercise notice and
pay the applicable exercise price in accordance with the terms of your
options. Please note that in order to
process any exercise before the closing of the Merger, you must submit all
applicable documentation and monies no later than 1:00 p.m. Pacific Time
on Friday, May 9, 2008. If you do
not submit your exercise notice and pay the applicable exercise price prior to
such time, your option may not be exercised before the Merger is closed.
Note, however, you
do not
need to exercise your vested options in order to receive the Merger
Consideration if your options will not be assumed or to have your eligible
options assumed provided the Merger closes.
Q5:
What
is the Merger Consideration payable with respect to Synplicity common stock?
A5:
Pursuant to the Merger Agreement, each
Synplicity shareholder will receive $8.00 in cash, without interest, for each
share of Synplicity common stock.
Q6:
If my options are not being assumed by Synopsys and I
am not a current shareholder, what is the procedure for me to receive my Merger
Consideration
?
A6:
If your options are not assumed and you are eligible to receive the
Merger Consideration in exchange for the cancellation of your options, then
Synopsys will cause the Payment Agent to distribute the Merger Consideration to
you, less the option exercise price and applicable payroll taxes after you
complete and execute the Letter of Transmittal.
5
Q7:
If I am a current shareholder, what is the procedure
for me to receive my Merger Consideration
?
A7:
If you are a shareholder who holds physical stock certificates at the
time the Merger is completed, a letter will be mailed to you no later than
three days after the closing of the Merger from the Payment Agent containing a
Letter of Transmittal and instructions explaining what you must do to effect
the surrender of your share certificates in exchange for the Merger
Consideration. In order for you to
receive your Merger Consideration, you should return the following items to the
Payment Agent:
·
An executed Letter of Transmittal, and
·
Share certificates evidencing your ownership in Synplicity common
stock.
If you hold your Synplicity shares in your E*Trade or
other brokerage account, your broker will coordinate with the Payment
Agent. Your broker may ask you to
complete some forms to receive the Merger Consideration.
Q8:
When should I expect to receive my Merger
Consideration?
A8:
Synopsys will deposit cash
sufficient to deliver the aggregate Merger Consideration in trust with the
Payment Agent within three days after the close of the Merger. The Payment Agent will distribute the Merger
Consideration shortly thereafter to you if you hold physical Synplicity stock
certificates. You must first deliver
your executed Letter of Transmittal and share certificates to the Payment Agent
before you will receive any proceeds.
Q9:
What if I do not hold my shares in a brokerage account
and am unable to find the share certificates evidencing my stock ownership?
A9:
You will need to prepare an
affidavit acknowledging that your share certificate has been lost, stolen or
destroyed. Synopsys or the Payment Agent
may require you to post a bond in order for the Payment Agent to issue the
Merger Consideration to you. Once the
Payment Agent has received the proper materials from you, the Payment Agent
will issue, in exchange for such lost, stolen or destroyed share certificate,
the Merger Consideration.
Q10:
May I transfer my shares of Synplicity common
stock after the close of the Merger?
A10:
No.
You may not transfer your shares of Synplicity common stock after the close of
the Merger. If you hold physical
certificates for your Synplicity shares, you may follow the instructions on the
Letter of Transmittal to have the Merger Consideration paid to someone
else. If any portion of the Merger
Consideration is to be paid to a person other than the person in whose name the
surrendered share certificate is registered in its records, the Payment Agent
will only issue such Merger Consideration if the certificate representing such
shares and presented to the Payment Agent is properly endorsed or is otherwise
accompanied by all documents required to evidence and effect such transfer
.
·
RESTRICTED STOCK UNITS (RSUs)
Q11:
How will my RSUs be treated in the Merger?
A11:
Synopsys will assume all
outstanding Synplicity RSUs in the Merger (the Assumed RSUs). The Assumed RSUs will be subject to the terms
and conditions set forth in the 2000 Plan and
6
the related RSU award agreement as in effect
immediately prior to the close of the Merger.
RSU holders will receive additional information prior to the closing of
the Merger regarding vesting of RSUs.
However, the number of shares of Synopsys common stock subject to such
Assumed RSUs will be adjusted as described in Question and Answer 12.
Q12:
What
will be the terms of my Assumed RSUs
?
A12:
Assumed RSUs generally will
be subject to the terms and conditions set forth in the 2000 Plan under which
the RSUs were granted and the individual restricted stock unit award
agreements, except for certain terms as described below.
(a)
Number of Shares
. The
number of shares of Synopsys common stock subject to each Assumed RSU will
equal the product of the number of Synplicity shares subject to the RSU
immediately prior to the closing of the Merger multiplied by the Exchange Ratio
(as defined below), rounded down to the nearest whole share. For example, assuming the Exchange Ratio is
0.35 and you own Synplicity RSUs with 100 shares of Synplicity common stock
subject to such RSUs, your assumed RSUs will now have 35 shares of Synopsys
common stock subject to such RSUs (0.35 x 100 = 35).
(b)
Exchange Ratio
. The
Exchange Ratio will be calculated immediately prior to the completion of the
Merger by dividing $8.00 by the average of the closing sales prices of Synopsys
common stock as quoted on the Nasdaq Global Select Market for the 10
consecutive trading days ending with the trading day that is three trading days
prior to the completion of the merger.
For example, assuming the average closing sales prices of Synopsys
common stock is $22.85, the Exchange Ratio shall be 0.35 ($8.00 ÷ $22.85 =
0.35).
(d)
Underlying Shares
. As
mentioned above, your Assumed RSUs will become RSUs to acquire Synopsys common
stock, instead of Synplicity common stock.
(e)
Other terms
. All
references to Synplicity in the 2000 Plan and in your individual restricted
stock unit award agreements will be references to Synopsys. All other terms and conditions of your
Assumed RSUs, including the vesting schedule, will remain the same as the terms
and conditions of your RSUs immediately prior to the close of the Merger. RSU holders will receive additional
information prior to the close of the Merger regarding vesting of RSUs.
·
EMPLOYEE STOCK PURCHASE PLAN (ESPP)
Q13:
Will I be able to make further purchases under the
ESPP?
A13:
Synplicity has
agreed to cause a final purchase under the ESPP to occur the business day prior
to the closing of the Merger. This means
that the purchase period which begins on May 1, 2008 will be
truncated. There will be no further
offering or purchase periods after the closing of the Merger. Once the Merger has occurred, Synplicity
employees will be provided information about the Synopsys employee stock
purchase plan for future offerings.
Q14:
What
if I own shares purchased through Synplicitys ESPP
?
A14:
Shares of Synplicity common
stock purchased in the final purchase period under Synplicitys ESPP prior to
the close of the Merger will be automatically converted into the right to
receive
7
$8.00 in cash, without interest, on the same
basis as all other shares of Synplicity common stock, except no share
certificate will be issued representing those shares.
Q15:
When
will I receive the Merger Consideration for the ESPP shares
?
A15:
You will not receive a stock certificate or
brokerage account deposit of shares for the shares you purchase in the last
ESPP purchase period. Instead, the
Payment Agent will remit the Merger Consideration, less any applicable tax
withholding, to you within 5 business days after receipt of your properly
completed and duly executed Letter of Transmittal
.
·
TAX TREATMENT
THE INFORMATION IN THIS SECTION IS INTENDED TO BE A GENERAL
DISCUSSION FOR INFORMATION ONLY. YOU
SHOULD CONSULT YOUR PERSONAL TAX ADVISOR FOR INDIVIDUAL ADVICE AND THE
PARTICULAR TAX CONSEQUENCES OF THE MERGER TO YOU IN LIGHT OF YOUR SPECIFIC
CIRCUMSTANCES.
FURTHERMORE, THE TAX INFORMATION BELOW APPLIES ONLY TO U.S.
TAXPAYERS. IF YOU ARE A TAXPAYER IN
ANOTHER JURISDICTION, YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISOR.
Q16:
Are
there any tax consequences if my options are being assumed by Synopsys?
A16:
No. The assumption of
your options by Synopsys will not give rise to a tax event.
Q17:
Are there any tax
consequences if my out of the money options are cancelled and extinguished?
A17:
Out of the
money options are any of your options which have an exercise per share price of
greater than $8.00. The cancellation of
your out of the money options from the 1995 Plan will not give rise to a tax
event.
Q18:
How will I be taxed if my
options are not assumed and I am entitled to the Merger Consideration?
A18:
You
will recognize ordinary income in the amount of your aggregate cash payment to
the extent the Merger Consideration of $8.00 per share exceeds the per share
exercise price of your options at the time such cash is paid to you, regardless
of whether your options are incentive stock options or nonstatutory stock
options. Such income will constitute
wages and will therefore be subject to the collection of applicable federal and
state income and employment withholding taxes. See pages 42 to 43 of the
Proxy Statement for an explanation of the tax impacts.
Q19:
How will I be
taxed if I decide to exercise my options prior to the Merger?
A19:
If you exercise incentive stock options prior to the
Merger, your receipt of cash consideration in the Merger will be a
disqualifying disposition of the shares underlying the incentive stock
option. You will recognize ordinary
income equal to the excess, if any, of the lesser of (i) the fair market
value of the shares underlying your exercised option as of the date of exercise
minus the aggregate exercise price or (ii) the total amount you realize in
the Merger for shares
8
underlying your exercised option
minus the aggregate exercise price. Such
income will constitute wages but will not be subject to collection of federal
and state income and employment withholding taxes. To the extent you exercise nonstatutory stock
options prior to the Merger, you will recognize ordinary income equal to the
excess, if any, of the fair market value of the shares underlying your exercised
option as of the date of exercise minus the aggregate exercise price.
Such income will
constitute wages and will therefore be subject to the collection of applicable
federal and state income and employment withholding taxes
.
Any additional gain or loss realized upon the disposition of
option shares for in the Merger, for either type of option, will be short-term
capital gain or loss (assuming you hold such shares as a capital asset).
Q20:
Are there any tax
consequences if my RSUs are being assumed by Synopsys?
A20:
No. The assumption of
your RSUs by Synopsys will not give rise to a tax event.
Q21:
Are there any tax
consequences if I purchased shares under the ESPP?
A21:
In general, you do not recognize income
either at the time rights to purchase shares are granted to you or when you
exercise such rights and purchase shares of common stock under the ESPP during
an offering period.
The tax consequences of
the Merger on the disposition of common stock you purchased, under the ESPP
will depend upon how long you held such shares.
If you held the shares for both (i) one year after acquiring the
shares and (ii) two years after the date on which the offering commenced,
you will have a qualifying disposition and be entitled to certain beneficial
tax treatment, including certain long term capital gains. Otherwise, you will have a disqualifying
disposition and you will be required to recognize a larger amount of your
gains, if any, as ordinary income, and not long term capital gains.
·
NEXT
STEPS
Q22:
When will I be able to sell Synopsys shares I acquire by
exercising an Assumed Option or upon vesting of an RSU? Will there be any trading restrictions?
A22:
Synopsys has agreed to file
a registration statement with the SEC within seven business days after the
closing of the Merger. Until the
registration statement is on file, you may not sell Synopsys shares you acquire
upon exercise of Assumed Options or vesting of assumed RSUs. In addition you may be subject to mandatory
trading windows if you are an executive officer or other person deemed to be an
insider for purposes of Synopsys insider trading compliance program. Information about the Synopsys insider
trading compliance program will be provided to you after the closing of the Merger. Regardless of whether you are subject to the
mandatory trading windows, you are subject to the general compliance
obligations set forth in the Synopsys insider trading compliance program and
you may violate United States securities laws if you sell Synopsys shares while
in possession of material nonpublic information about Synopsys. You will receive a copy of the Synopsys
insider trading policy and training regarding the insider trading compliance
program.
·
ADDITIONAL
QUESTIONS?
Q23:
I have other questions that were not answered here. Who can I ask?
A23:
Contact Penny Miller at
penny@synplicity.com or 408-251-6019.
9
·
FORWARD-LOOKING
STATEMENTS
This
document contains forward-looking statements that involve risks and
uncertainties concerning Synopsys proposed acquisition of Synplicity. Actual events or results may differ
materially from those described in this document due to a number of risks and
uncertainties. The potential risks and
uncertainties include, among others, the possibility that the transaction will
not close, that the closing may be delayed or that the companies may be
required to modify aspects of the transaction to obtain regulatory approval. Neither Synopsys nor Synplicity undertakes
any obligation to update these forward-looking statements to reflect events or
circumstances after the date of this document.
·
ADDITIONAL
INFORMATION ABOUT THE PROPOSED ACQUISITION AND WHERE TO FIND IT
On
April 17, 2008, Synplicity filed a definitive proxy statement filed with
the Securities and Exchange Commission (the SEC) regarding the proposed
acquisition of Synplicity by Synopsys. Investors and security holders of
Synplicity are urged to read the definitive proxy statement and any other
relevant materials filed by Synopsys or Synplicity with the SEC because they
contain, or will contain, important information about Synopsys, Synplicity and
the proposed acquisition. The definitive
proxy statement has been mailed to the security holders of Synplicity. The definitive proxy statement and other
relevant materials (when they become available), and any other documents filed
by Synopsys or Synplicity with the SEC, may be obtained free of charge at the
SECs web site at www.sec.gov. In addition, investors and security holders may
obtain free copies of the documents filed with the SEC by Synopsys by
contacting Synopsys Investor Relations, 700 East Middlefield Road, Mountain
View, California, 94043, (650) 584-5000. Investors and security holders may
obtain free copies of the documents filed with the SEC by Synplicity by
contacting Synplicity Investor Relations, 600 W. California Avenue, Sunnyvale,
California, 94086, (408) 215-6000.
Synplicity and its officers and directors may be
deemed to be participants in the solicitation of proxies from Synplicitys
shareholders with respect to the Merger.
A description of any interests that these officers and directors have in
the Merger will be available in the Proxy Statement. Additional information
concerning Synplicitys directors and executive officers is set forth in
Synplicitys Amendment No.1 to Annual Report on Form 10-K, which was filed
with the SEC on April 4, 2008.
These documents are available free of charge at the SECs web site at
www.sec.gov or by going to Synplicitys Investor Relations page on its
corporate website at www.synplicity.com.
10
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