SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported): December 3, 2001
Synopsys, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-19807 56-1546236
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
700 East Middlefield Road, Mountain View, California 94043-4033
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 561-989-7000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On December 3, 2001, Synopsys, Inc., a Delaware corporation (the
"Company") and Maple Forest Acquisition L.L.C., a Delaware limited liability
company and a direct wholly-owned subsidiary of the Company ("Merger Sub")
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Avant! Corporation, a Delaware corporation ("Avant!"). Pursuant to the Merger
Agreement, and subject to the terms and conditions thereof, Avant! shall be
merged with and into Merger Sub and the Merger Sub shall be the surviving
corporation. In the merger each outstanding share of common stock, par value
$.0001 per share, of Avant! shall be converted into and be exchanged for the
right to receive 0.371 of a share of common stock, par value $.01 per share, of
the Company.
In connection with the execution of the Merger Agreement, the Company
entered into a Voting Agreement with certain directors and officers of Avant!
who are also stockholders of Avant! pursuant to which, among other things, each
such director and officer has agreed to vote his shares of Avant! common stock
in favor of the merger.
Also in connection with the execution of the Merger Agreement, the
Company obtained a binder of insurance, effective after the closing of the
merger, with a AAA rated insurer to pay all damages, penalties and costs arising
out of the Avant! litigation with Cadence. The total premium will be $335
million dollars. The policy coverage limit is $500 million plus accrued interest
in the first $250 million of the premium. In the event that amounts paid out on
the policy are less than $250 million plus accrued interest, the Company will be
entitled to a refund of the difference.
Consummation of the merger is subject to various conditions, including
the approval by the stockholders of Avant! of the merger and the approval of the
stockholders of the Company of the issuance of Company common stock in
connection with the merger, and the receipt of customary regulatory approvals.
The Merger Agreement and the Voting Agreement are attached hereto as
Exhibit 2.1 and 9.1, respectively, and are incorporated herein by reference in
their entirety. The foregoing descriptions of the Merger Agreement and the
Voting Agreement do not purport to be complete and are qualified in their
entirety by reference to the full text of such agreements.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
Exhibit 2.1 Agreement and Plan of Merger, dated as of December 3, 2001,
among Synopsys, Inc., Maple Forest Acquisition L.L.C., and Avant! Corporation
Exhibit 9.1 Voting Agreement, dated as of December 3, 2001, by and among
Moriyuki Chimura, Gerald C. Hsu, Fu-Hwa (Howard) Ko, Sheng-Chun (Paul) Lo,
Viraj J. Patel, Amy Sakasegawa, Scott Spangenberg and Charles L. St. Clair and
Synopsys, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 5, 2001
SYNOPSYS, INC.
(Registrant)
By: /s/ Steve Shevick
Name: Steve Shevick
Title: Vice President, Investor
Relations and Legal
EXHIBIT INDEX
PAGE
Exhibit 2.1 Agreement and Plan of Merger, dated as of December 3, 2001,
among Synopsys, Inc., Maple Forest Acquisition L.L.C., and
Avant! Corporation.
Exhibit 9.1 Voting Agreement, dated as of December 3, 2001, by and
among Moriyuki Chimura, Gerald C. Hsu, Fu-Hwa (Howard) Ko,
Sheng-Chun (Paul) Lo, Viraj J. Patel, Amy Sakasegawa,
Scott Spangenberg and Charles L. St. Clair and Synopsys,
Inc.