As filed with the Securities and Exchange Commission on February 22, 2012
Registration No. 333-74278
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Magma Design Automation, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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77-0454924
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1650 Technology Drive
San Jose, California 95110
(Address, Including Zip Code, of Principal
Executive Offices)
Magma Design Automation, Inc. 2001 Stock Incentive Plan
Magma Design Automation, Inc. 2001 Employee Stock Purchase Plan
Magma
Design Automation, Inc. 1998 Stock Incentive Plan
Magma Design Automation, Inc. 1997 Stock Incentive Plan
Moscape, Inc. 1997 Incentive Stock Plan
(Full Title of the Plans)
Brian Cabrera
Vice President, General Counsel and Corporate Secretary
Synopsys, Inc.
700 East Middlefield Road
Mountain View, California 94043
(650) 584-5000 (Name, Address and Telephone Number, including Area Code, of Agent for Service)
Copies to:
James R. Griffin
Dewey & LeBoeuf LLP
1950 University Avenue, Suite 500
East Palo Alto, California 94303
(650) 845-7000
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
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 the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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TERMINATION OF REGISTRATION
This Post-Effective Amendment No. 1 to Form S-8
Registration Statement (this Post-Effective Amendment No. 1) is being filed in order to deregister all securities remaining unsold under that certain Registration Statement on Form S-8 (File No. 333-74278) (the
Registration Statement) which was filed on November 30, 2001 to register 7,127,655 shares of the common stock, par value $0.0001 per share (the Common Stock) of Magma Design Automation, Inc. (Magma),
consisting of 2,000,000 shares of the Common Stock issuable under the Magma Design Automation, Inc. 2001 Stock Incentive Plan; 1,000,000 shares of the Common Stock issuable under the Magma Design Automation, Inc. 2001 Employee Stock Purchase Plan;
3,927,886 shares of the Common Stock issuable under the Magma Design Automation, Inc. 1998 Stock Incentive Plan; 51,428 shares of the Common Stock issuable under the Magma Design Automation, Inc. 1997 Stock Incentive Plan; and 148,341 shares of the
Common Stock issuable under the Moscape, Inc. 1997 Incentive Stock Plan.
On February 22, 2012 pursuant to the terms of that certain
Agreement and Plan of Merger, dated as of November 30, 2011 (the Merger Agreement), by and among Synopsys, Inc. (Synopsys), Lotus Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Synopsys
(Merger Sub), and Magma, Merger Sub merged with and into Magma (the Merger), with Magma surviving the Merger as a wholly-owned subsidiary of Synopsys. Pursuant to the Merger, each outstanding share of the Common Stock was
converted into the right to receive $7.35 in cash, without interest.
As a result of the Merger, Magma has terminated all offerings of its
securities pursuant to existing registration statements, including the Registration Statement. Effective upon the filing of this Post-Effective Amendment No. 1, Magma hereby removes from registration all of the securities registered under the
Registration Statement that remain unsold as of the date hereof.
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SIGNATURES
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 San Jose, State of California, on February 22, 2012.
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MAGMA DESIGN AUTOMATION, INC.
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By:
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/s/ Patrick Bombach
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Name:
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Patrick Bombach
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Title:
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Vice President and Secretary
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