As filed with the Securities and Exchange Commission on May 31, 2013

Registration No. 333-            






Washington, D.C. 20549










(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.)

700 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

(Full title of the plan)



Brian E. Cabrera

Vice President, General Counsel and Corporate Secretary

Synopsys, Inc.

700 East Middlefield Road

Mountain View, California 94043

(650) 584-5000

(Name, address, including zip code, and telephone number,

including area code and address 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   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨






Title of Securities

to be Registered



to be

Registered (1)




Offering Price

Per Share (2)




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

  5,000,000 shares   $35.76   $178,775,000   $24,384.91



(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) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rules 457(c) and (h) promulgated under the Securities Act. The offering price per share and aggregate offering price are based upon the average of the high and low prices of the Registrant’s Common Stock on May 29, 2013 as reported on the NASDAQ Global Select Market.





Synopsys, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 relating to 5,000,000 shares of its common stock, par value $0.01 per share (the “Common Stock”) issuable to eligible persons under the Synopsys, Inc. 2006 Employee Equity Incentive Plan (the “2006 Plan”).

The Registrant previously filed Form S-8 Registration Statements Nos. 333-134899, 333-157791, 333-174587 and 333-181875 (together, the “Prior 2006 Plan Registration Statements”), filed with the Securities and Exchange Commission (the “Commission”) on June 9, 2006, March 9, 2009, May 27, 2011 and June 4, 2012, respectively, relating to shares of Common Stock issuable under the 2006 Plan.

This Registration Statement relates to securities of the same class as those to which the Prior 2006 Plan Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the contents of the Prior 2006 Plan Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.


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 May 31, 2013.



/s/ Brian E. Cabrera


Brian E. Cabrera

Vice President, General Counsel

and Corporate Secretary


KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Brian M. Beattie and Brian E. Cabrera, 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:







/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 31, 2013

/s/ Chi-Foon Chan

Chi-Foon Chan

   Co-Chief Executive Officer (Co-Principal Executive Officer), President and Director   May 31, 2013

/s/ Brian M. Beattie

Brian M. Beattie


Chief Financial Officer

(Principal Financial Officer)

  May 31, 2013

/s/ Esfandiar Naddaf

Esfandiar Naddaf

   Vice President, Corporate Controller (Principal Accounting Officer)   May 31, 2013

/s/ Alfred J. Castino

Alfred J. Castino

   Director   May 31, 2013

/s/ Bruce R. Chizen

Bruce R. Chizen

   Director   May 31, 2013

/s/ Deborah A. Coleman

Deborah A. Coleman

   Director   May 31, 2013

/s/ Chrysostomos L. Nikias

Chrysostomos L. Nikias

   Director   May 31, 2013

/s/ John G. Schwarz

John G. Schwarz

   Director   May 31, 2013

/s/ Roy Vallee

Roy Vallee

   Director   May 31, 2013

/s/ Steven C. Walske

Steven C. Walske

   Director   May 31, 2013




Incorporated By Reference




Exhibit Description




File No.




Filing Date



  3.1    Amended and 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     


(effective date)

  5.1    Opinion of Cooley LLP                  X
10.1    2006 Employee Equity Incentive Plan, as amended    8-K    000-19807    10.24      04/08/13   
23.1    Consent of KPMG LLP, Independent Registered Public Accounting Firm                  X
23.2    Consent of Cooley LLP (contained in Exhibit 5.1)                  X
24.1    Power of Attorney (contained on signature page hereto)                  X