UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): September 8, 2017
SYNOPSYS, INC.
(Exact name of Registrant as specified in charter)
| Delaware | 000-19807 | 56-1546236 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
690 East Middlefield Road
Mountain View, California 94043
(Address of principal executive offices)
Registrant’s telephone number, including area code: (650) 584-5000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
On September 8, 2017, Synopsys, Inc.’s (“Synopsys”) Board of Directors approved a cash repatriation plan, whereby Synopsys will repatriate to the U.S. cash from its international subsidiaries in an amount of approximately $775 million to $850 million. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit |
Exhibit Title | |
| 99.1 | Press release dated September 8, 2017 announcing Synopsys, Inc.’s cash repatriation plan. | |
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.
| SYNOPSYS, INC. | ||||||
| Dated: September 8, 2017 | By: | /S/ JOHN F. RUNKEL, JR. | ||||
| John F. Runkel, Jr. | ||||||
| General Counsel and Corporate Secretary | ||||||
INDEX TO EXHIBITS
| Exhibit |
Exhibit Title | |
| 99.1 | Press release dated September 8, 2017 announcing Synopsys, Inc.’s cash repatriation plan. | |
Exhibit 99.1
PRESS RELEASE
INVESTOR CONTACT:
Lisa L. Ewbank
Synopsys, Inc.
650-584-1901
Synopsys-ir@synopsys.com
EDITORIAL CONTACT:
Carole Murchison
Synopsys, Inc.
650-584-4632
carolem@synopsys.com
Synopsys to Repatriate $775-$850 Million of International Cash
Updating GAAP targets; No Change to Non-GAAP targets
MOUNTAIN VIEW, Calif. – September 8, 2017 – Synopsys, Inc. (Nasdaq: SNPS) today announced that its board of directors has approved a plan to repatriate approximately $775 to $850 million of cash currently held offshore during the fourth quarter of fiscal year 2017. The repatriation is planned in anticipation of potential corporate tax reform, and the company expects to be able to realize the benefit of its existing R&D tax credits to reduce the tax payment on the repatriation. Synopsys expects to record a one-time tax expense, excluded from non-GAAP results, of approximately $160 to $180 million in the fourth quarter of fiscal year 2017. The related tax payment (after credits) of approximately $40 to $50 million is expected to be paid in the first half of fiscal year 2018.
Synopsys plans to use the repatriated cash consistent with its current capital allocation strategy: a combination of funding its operations, stock repurchases, acquisitions, and debt repayment.
As a result of the anticipated one-time tax expense, Synopsys is updating its GAAP earnings per share targets for the fourth quarter and fiscal year 2017. The company is not changing its non-GAAP targets, as this one-time tax expense will be excluded from its non-GAAP results.
New GAAP earnings per share target ranges:
| • | Q4 GAAP earnings (loss) per share: $(0.91) – $(0.71) |
| • | FY 2017 GAAP earnings per share: $0.75 – $0.95 |
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About Synopsys
Synopsys, Inc. (Nasdaq: SNPS) is the Silicon to Software™ partner for innovative companies developing the electronic products and software applications we rely on every day. As the world’s 15th largest software company, Synopsys has a long history of being a global leader in electronic design automation (EDA) and semiconductor IP and is also growing its leadership in software security and quality solutions. Whether you’re a system-on-chip (SoC) designer creating advanced semiconductors, or a software developer writing applications that require the highest security and quality, Synopsys has the solutions needed to deliver innovative, high-quality, secure products. Learn more at www.synopsys.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, including statements regarding the expected benefits of the repatriation plan, the target GAAP earnings per share for the fourth quarter and fiscal year 2017, and the expected timing of the tax payment. Forward-looking statements are subject to both known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. Such risks and uncertainties include, among others, Synopsys’ ability to execute the repatriation plan successfully and in the timeframe intended, Synopsys’ ability to realize its existing R&D tax credit; and the other risks and uncertainties set forth in the Risk Factors section of Synopsys’ most recently filed Quarterly Report on Form 10-Q. Synopsys assumes no obligation to update any forward-looking statement contained in this press release.
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