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): June 6, 2002
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: 650-584-5000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On June 6, 2002, Synopsys, Inc., a Delaware corporation ("Synopsys"),
completed its acquisition of Avant! Corporation, a Delaware corporation
("Avant!"), through the merger (the "Merger") of Avant! with and into Maple
Forest Acquisition L.L.C. ("Maple Forest"), a Delaware limited liability company
and a wholly-owned subsidiary of Synopsys, pursuant to the terms of the
Agreement and Plan of Merger, dated as of December 3, 2001, as amended, by and
among Synopsys, Maple Forest and Avant! (the "Merger Agreement").
Under the terms of the Merger Agreement, former Avant! stockholders
have the right to receive 0.371 of a Synopsys common share for each former
Avant! common share (plus cash in lieu of fractional shares). As of June 6,
2002, former Avant! stockholders have the right to receive approximately 14.5
million shares of Synopsys. In addition, holders of former Avant! stock options
are collectively entitled to receive up to approximately 2.3 million additional
Synopsys common shares upon the exercise of such stock options from time to time
in accordance with the terms and conditions thereof.
Further information about the Merger, including the full text of the
Merger Agreement, is available in Synopsys' proxy statement/prospectus dated May
2, 2002.
Synopsys stockholders approved the issuance of the Synopsys common
shares in the Merger at the annual meeting of Synopsys stockholders held on June
4, 2002.
A copy of the press release announcing the completion of the Merger is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit 99.1 Press release dated June 6, 2002.
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: June 6, 2002
SYNOPSYS, INC.
(Registrant)
By: /s/ Steven K. Shevick
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Name: Steven K. Shevick
Title: Vice President--Investor
Relations and Legal, General
Counsel
EXHIBIT INDEX
PAGE
Exhibit 99.1 Press release dated June 6, 2002.