S-8 POS 1 a08-14665_4s8pos.htm S-8 POS

As filed with the Securities and Exchange Commission on May 16, 2008

Registration No. 333-47834




Washington, D.C. 20549



Post-Effective Amendment No. 1 to








(Exact name of Registrant as specified in its charter)




(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)


600 West California Avenue

Sunnyvale, California 94086

(408) 215-6000

(Address, including zip code, of principal executive offices)



1995 Stock Option Plan

2000 Stock Plan (formerly known as 2000 Stock Option Plan)

2000 Director Option Plan

2000 Employee Stock Purchase Plan

(Full title of the plan)



Brian Cabrera

Vice President, General Counsel

and Corporate Secretary

Synopsys, Inc.

700 East Middlefield Road

Mountain View, California 94043

(Name and address of agent for service)



(650) 584-5000

(Telephone number, including area code, of agent for service)



With a copy to:


Mark Leahy

Fenwick & West LLP

801 California Street

Mountain View, California 94041

(650) 988-8500


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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer x

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o



(Do not check if a smaller reporting company)







The Registration Statement on Form S-8 (Registration No. 333-47834) (the “Registration Statement”) of Synplicity, Inc., a California corporation (“Synplicity”), pertaining to the registration of an aggregate of 13,695,389 shares of Synplicity’s common stock for issuance under its 1995 Stock Option Plan, 2000 Stock Plan (formerly known as 2000 Stock Option Plan), 2000 Director Option Plan, and 2000 Employee Stock Purchase Plan, to which this Post-Effective Amendment No. 1 relates was filed with the Securities and Exchange Commission on October 12, 2000. On October 12, 2000, the Securities and Exchange Commission declared the Registration Statement effective.


Synopsys, Inc., a Delaware corporation (“Synopsys”), St. Andrews Acquisition Corp., a California corporation and wholly owned subsidiary of Synopsys, and Synplicity have entered into an Agreement and Plan of Merger (the “Merger Agreement”) that provides for, among other things, the merger of St. Andrews Acquisition Corp. with and into Synplicity with Synplicity surviving as a wholly owned subsidiary of Synopsys (the “Merger”) and the conversion of all outstanding shares of Synplicity’s common stock into the right to receive $8.00 per share of cash, without interest.


On May 15, 2008, Synopsys acquired outstanding shares of Synplicity’s common stock and subsequently effected the Merger pursuant to Section 1103 of the Corporations Code of the State of California. The Merger became effective as specified in an Agreement of Merger filed with the Secretary of State of the State of California on May 15, 2008. At the conclusion of the Merger, shares of Synplicity’s common stock will cease to be listed on the Nasdaq Global Market and will be deregistered under the Securities Exchange Act of 1934.


In connection with the Merger, Synplicity has terminated all offerings of its common stock pursuant to its existing registration statements, including the Registration Statement. In accordance with an undertaking made by Synplicity in the Registration Statement to remove from registration, by means of a post-effective amendment, any securities shares of its common stock that remain unsold at the termination of the offering, Synplicity hereby removes from registration all shares of Synplicity’s common stock registered under the Registration Statement that remain unsold as of May 15, 2008.






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 Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on May 16, 2008.





/s/ Erika Varga



Erika Varga



President, Chief Executive Officer, Chief Financial
Officer, Vice President, Secretary and Sole Director