8-KMaterial AgreementsFinancial EventsExhibits & Filings

SYNOPSYS INC 8-K Report, Material Agreement (May 27, 2005)

Filed May 27, 2005For Securities:SNPS

Summary

This Form 8-K filing by Synopsys, Inc. (SNPS) on May 27, 2005, primarily details several key corporate governance and compensation plan updates. A significant event is the adoption of the Fiscal 2005 Individual Compensation Plan for Vicki Andrews, Senior Vice President of Worldwide Sales. Furthermore, Synopsys announced the approval of the 2005 Non-Employee Directors Equity Incentive Plan and amendments to the Employee Stock Purchase Plan (ESPP) by its stockholders on May 23, 2005. These approvals involve the reservation of 300,000 shares for the directors' plan, which includes initial option grants and subsequent equity awards tied to annual retainers, and the increase of authorized shares and purchase limits for the ESPP. Additionally, the filing clarifies Synopsys' assumption of outstanding stock options from Nassda Corporation following its acquisition. The report also updates on Synopsys' credit facility, noting a temporary $75.0 million borrowing for the Nassda acquisition, which was fully repaid by May 27, 2005. Investors should note the increased cash retainer for non-employee directors and the expanded equity incentive programs, which are designed to align compensation with company performance and attract/retain talent.

Key Highlights

  • 1Synopsys adopted a Fiscal 2005 Individual Compensation Plan for its Senior Vice President of Worldwide Sales.
  • 2Stockholders approved the 2005 Non-Employee Directors Equity Incentive Plan, reserving 300,000 shares for equity awards.
  • 3The Employee Stock Purchase Plan (ESPP) received stockholder approval for amendments, increasing authorized shares and semi-annual purchase limits.
  • 4Synopsys assumed outstanding stock options from Nassda Corporation as part of its acquisition.
  • 5The annual cash retainer for non-employee directors was significantly increased from $25,000 to $125,000.
  • 6Synopsys temporarily drew $75.0 million on its revolving credit facility for the Nassda acquisition, which was repaid by the filing date.
  • 7The 2005 Non-Employee Directors Equity Incentive Plan includes automatic initial option grants and subsequent equity awards tied to annual retainers.

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