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.

Frequently Asked Questions

The 2005 Non-Employee Directors Equity Incentive Plan aims to attract and retain qualified individuals to serve on Synopsys' Board of Directors by providing them with equity-based compensation. It includes initial option grants upon appointment and subsequent equity awards (options or restricted stock) tied to their annual cash retainer, vesting over time as long as they continue to serve on the Board.

The amendments to the ESPP were approved by stockholders to increase the number of shares available for issuance by an additional 4,000,000 shares and to raise the maximum number of shares participants can purchase on any semi-annual purchase date from 1,000,000 to 2,000,000. These changes allow for greater participation and provide employees with more opportunity to acquire company stock.

In connection with the Nassda acquisition, Synopsys elected to assume Nassda's outstanding stock options and shares available under the Nassda Corporation 2001 Stock Option Plan. This allows former Nassda employees who continue to provide services to Synopsys to have their existing options recognized and potentially be granted new options under this assumed plan.

Synopsys has a $250.0 million senior unsecured revolving credit facility maturing in April 2007. As of April 30, 2005, there were no outstanding borrowings. A temporary borrowing of $75.0 million was made on May 3, 2005, in connection with the Nassda acquisition, and this amount was fully repaid by May 27, 2005. The company was in compliance with all covenants related to the facility.