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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Synplicity, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Public Relations:
Nancy Sheffield
Tsantes Consulting Group
(408) 426-4906
nsheffield@tsantes.com
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Investor Relations:
John J. Hanlon
Synplicity, Inc.
(408) 215-6000
ir@synplicity.com
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SYNPLICITY ANNOUNCES FIRST QUARTER 2008 RESULTS
SUNNYVALE, Calif., April 22, 2008—Synplicity®, Inc. (Nasdaq: SYNP), a leading supplier of innovative IC design and
verification solutions, today announced financial results for the quarter ended March 31, 2008.
Revenue
for the quarter ended March 31, 2008 was $18.6 million, compared to $14.9 million for the quarter ended March 31, 2007. On a generally accepted
accounting principles (GAAP) basis, net loss was $1.9 million, or $(0.07) per diluted share for the quarter ended March 31, 2008 compared to a net income of $654,000, or $0.02 per
diluted share for the quarter ended March 31, 2007. For the quarter ended March 31, 2008, GAAP net loss included $1.4 million in expenses related to the pending merger of
Synplicity and Synopsys, Inc., $849,000 in amortization of intangible assets and $809,000 of stock-based compensation expense. For the quarter ended March 31, 2007, GAAP net income included
$248,000 in amortization of intangible assets and $879,000 of stock-based compensation expense.
"We
are pleased to report that revenue in the first quarter of 2008 came in ahead of our expectations," said Gary Meyers, president and CEO of Synplicity. "Our Confirma™
product line for ASIC verification again showed substantial year over year revenue growth. Our unique combination of
hardware, software and global support organization is driving market share gains in this important segment," concluded Meyers.
On
March 20, 2008, Synplicity and Synopsys announced that the companies had signed a definitive merger agreement for Synplicity to be acquired by Synopsys. The closing of the
merger is subject to the satisfaction of certain conditions, including the approval of Synplicity's shareholders and other regulatory approvals, including HSR approval.
Audio Webcast
The Company's earnings call will be webcast today at 2:00 p.m. Pacific, and may be accessed at
http://investor.synplicity.com
. The
Company will discuss its first quarter 2008 results. Following completion of the call, a rebroadcast of the webcast
will be available at http://investor.synplicity.com through June 30, 2008. For those without access to the Internet, a replay of the call will be available from 5:00 p.m. Pacific on
April 22, 2008 through May 6, 2008. To listen to a replay, call (719) 457-0820, access code 1479317.
Business Outlook
In light of the pending acquisition of Synplicity by Synopsys, Synplicity is withdrawing its 2008 business outlook and will not be providing a business outlook
for the second quarter of 2008.
About Synplicity
Synplicity®, Inc. (Nasdaq: SYNP) is a leading supplier of innovative software and hardware solutions for the design and verification of
semiconductors that serve a wide range of communications, military/aerospace, consumer, semiconductor, computer, and other electronic systems markets. Synplicity's FPGA implementation tools provide
outstanding performance, cost and time-to-market benefits by simplifying, improving and automating design planning, logic synthesis and physical synthesis for FPGA and DSP
designs. The combination of the company's ASIC verification and FPGA-based prototyping software tools and HAPS ASIC prototyping hardware, provide designers with a comprehensive
at-speed ASIC / ASSP verification flow known as the Confirma™ platform which dramatically accelerates functional verification of FPGAs and ASICs. Synplicity is the number one
supplier
of FPGA synthesis tools and its physical synthesis and ASIC verification technology are the recipients of several prestigious industry awards. Synplicity products support industry-standard
design languages (VHDL and Verilog) and run on popular platforms. The company operates in over 20 facilities worldwide and is headquartered in Sunnyvale, California. For more information visit
http://www.synplicity.com.
Forward-Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties concerning Synopsys' proposed acquisition of Synplicity and the
acceptance of the Confirma platform. Actual events or results may differ materially from those described in this document due to a number of risks and uncertainties. The potential risks and
uncertainties include, among others, the possibility that the transaction will not close, that the closing may be delayed or that the companies may be required to modify aspects of the transaction to
obtain regulatory approval, as well as lack of customer acceptance of the Confirma platform. Neither Synopsys nor Synplicity undertakes any obligation to update these forward-looking statements to
reflect events or circumstances after the date of this document.
Additional Information
On April 17, 2008, Synplicity filed a definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") regarding the proposed
acquisition of Synplicity by Synopsys. Investors and security holders of Synplicity are urged to read the definitive proxy statement and any other relevant materials filed by Synopsys or Synplicity
with the SEC because they contain, or will contain, important information about Synopsys, Synplicity and the proposed acquisition. The definitive proxy statement has been mailed to the security
holders of Synplicity. The definitive proxy statement and other relevant
materials (when they become available), and any other documents filed by Synopsys or Synplicity with the SEC, may be obtained free of charge at the SEC's web site at www.sec.gov. In addition,
investors and security holders may obtain free copies of the documents filed with the SEC by Synopsys by contacting Synopsys Investor Relations, 700 East Middlefield Road, Mountain View, California,
94043, (650) 584-5000. Investors and security holders may obtain free copies of the documents filed with the SEC by Synplicity by contacting Synplicity Investor Relations, 600 W.
California Avenue, Sunnyvale, California, 94086, (408) 215-6000.
Synplicity
and its officers and directors may be deemed to be participants in the solicitation of proxies from Synplicity's shareholders with respect to the merger. A description of any
interests that these officers and directors have in the merger will be available in the proxy statement. Additional information concerning Synplicity's directors and executive officers is set forth in
Synplicity's Amendment No.1 to Annual Report on Form 10-K, which was filed with the SEC on April 4, 2008. These documents are available free of charge at the SEC's web site
at www.sec.gov or by going to Synplicity's Investor Relations page on its corporate website at www.synplicity.com.
###
Synplicity
is a registered trademark of Synplicity, Inc. All other brands or products are the trademarks or registered trademarks of their owners.
SYNPLICITY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
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March 31,
2008
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December 31,
2007(1)
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(unaudited)
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Assets:
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Current assets:
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Cash and cash equivalents and short-term investments
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$
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47,269
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$
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42,991
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Restricted cash
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2,700
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2,700
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Accounts receivable, net
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12,037
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15,513
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Inventories
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3,354
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1,308
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Prepaid expenses
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2,471
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1,807
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Other current assets
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823
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724
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Short-term deferred tax assets
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3,872
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2,701
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Total current assets
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72,526
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67,744
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Restricted cash
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2,700
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2,700
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Property and equipment, net
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3,652
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3,206
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Goodwill
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9,098
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9,098
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Intangible assets, net
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9,340
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10,189
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Other assets
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1,370
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1,340
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Long-term deferred tax assets
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7,136
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7,073
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Total assets
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$
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105,822
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$
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101,350
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Liabilities and Shareholders' Equity:
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Current liabilities:
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Accounts payable
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$
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5,225
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$
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2,067
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Accrued liabilities
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2,732
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1,715
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Accrued compensation
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4,926
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5,258
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Deferred revenue
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19,061
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18,616
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Short-term other liabilities
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99
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36
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Short-term deferred income taxes
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1,614
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922
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Total current liabilities
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33,657
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28,614
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Long-term other liabilities
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279
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427
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Long-term deferred income taxes
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1,558
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2,317
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Shareholders' equity:
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Common stock
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63,011
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61,320
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Retained earnings
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6,981
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8,837
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Accumulated other comprehensive loss
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336
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(165
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)
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Total shareholders' equity
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70,328
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69,992
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Total liabilities and shareholders' equity
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105,822
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$
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101,350
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-
(1)
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Derived
from audited financial statements.
SYNPLICITY, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
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Three Months Ended
March 31,
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2008
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2007
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Revenue:
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License and systems
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$
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8,115
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$
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3,884
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Maintenance
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7,159
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6,617
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Bundled license and services
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3,316
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4,398
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Total revenue
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18,590
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14,899
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Cost of revenue:(2)
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Cost of license and systems
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1,310
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30
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Cost of maintenance
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501
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382
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Cost of bundled license and services
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46
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95
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Amortization of intangible assets
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550
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248
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Total cost of revenue
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2,407
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755
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Gross profit
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16,183
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14,144
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Operating expenses:(2)
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Research and development
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6,899
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5,795
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Sales and marketing
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7,434
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6,213
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General and administrative
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2,332
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2,059
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Amortization of intangible assets
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299
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—
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Costs related to pending acquisition
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1,419
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—
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Total operating expenses
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18,383
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14,067
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Income (loss) from operations
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(2,200
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)
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77
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Other income, net
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122
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885
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Income (loss) before income taxes
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(2,078
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)
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962
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Income tax provision (benefit)
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(222
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)
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308
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Net income (loss)
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$
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(1,856
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)
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$
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654
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Net income (loss) per share:
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Basic and diluted net income (loss) per share
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$
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(0.07
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)
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$
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0.02
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Shares used in basic per share calculation
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26,442
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26,720
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Shares used in diluted per share calculation
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26,442
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27,719
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-
(2)
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Amortization
of stock-based compensation expense relates to the following:
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Three Months Ended
March 31,
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2008
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2007
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Cost of maintenance
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$
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28
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$
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23
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Research and development
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344
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394
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Sales and marketing
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224
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233
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General and administrative
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213
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229
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QuickLinks
SYNPLICITY ANNOUNCES FIRST QUARTER 2008 RESULTS
SYNPLICITY, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
SYNPLICITY, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited)
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