UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT ~~Pursuant to Section 13 or 15(d) of~~

~~The~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~December~~Date 2,of ~~2002~~Report (Date of earliest event reported): January 12, 2003

Date of report (Date of earliest event reported)

NUMERICAL TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-30005	94-3232104
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
70 West Plumeria Drive, San Jose, California		95134-2134
(Address of principal executive offices)		(Zip Code)

70Registrant’s ~~West~~telephone ~~Plumeria~~number, ~~Drive~~including area code: (408) 919-1910

~~San~~(Former ~~Jose~~name or former address, ~~California~~if ~~95134-2134~~changed since last report)

~~(Address~~Item of5. Other ~~principal~~Events. ~~executive offices)~~

On January 12, 2003, Numerical Technologies, Inc. (~~408~~“Numerical”), Synopsys, Inc. (“Synopsys”) and Neon Acquisition Corporation, a wholly-~~919-1910~~owned subsidiary of Synopsys (“Purchaser”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). A copy of the Merger Agreement is attached hereto as Exhibit 2.1. Concurrently with the execution of the Merger Agreement, Synopsys and certain of Numerical’s executive officers and directors entered into a Stockholder Tender Agreement (the “Tender Agreement”), a copy of which is attached hereto as Exhibit 2.2.

~~(Registrant~~Subject to the terms and conditions of the Merger Agreement, Purchaser will make a tender offer for all of the outstanding shares of Numerical’s ~~telephone number~~common stock at a price to the Numerical stockholders of $7.00 per share (the “Offer”), ~~including~~which ~~area~~will ~~code~~be followed by a merger of Purchaser with and into Numerical, with Numerical to survive the merger and to become a wholly-owned subsidiary of Synopsys (the “Merger”).

~~Item~~For ~~5. Other~~further ~~Events~~information, reference is made to the following exhibits, the contents of which are hereby incorporated by reference, (i) the Merger Agreement referred to above, (ii) the Tender Agreement referred to above, and ~~Regulation~~(iii) FDthe ~~Disclosure~~press release jointly issued by Numerical and Synopsys on January 13, 2003 announcing the signing of the Merger Agreement and the related Tender Agreement.

OnNumerical ~~December~~security 2,holders ~~2002~~and ~~Numerical~~any ~~Technologies,~~potential ~~Inc.~~investors (in Numerical) ~~announced~~are ~~that~~advised ~~Larry~~to ~~Hollatz~~carefully ~~resigned~~read asthe ~~its~~tender ~~President~~offer statement on Schedule TO, the solicitation/recommendation statement on Schedule 14D-9 and any other documents ~~Chief~~Numerical ~~Executive~~or ~~Officer~~Synopsys ~~(CEO).~~files ~~Dr.~~with ~~Naren~~the K.Securities ~~Gupta,~~and anExchange ~~advisor~~Commission toin connection with the ~~company~~proposed ~~since~~tender ~~its~~offer ~~inception~~or merger when such documents become available because they will contain important information about the proposed transaction. Investors and asecurity ~~member~~holders ofmay ~~Numerical’s~~obtain ~~Board~~free copies of ~~Directors~~these ~~since~~documents ~~1997,~~(when ~~has~~available) ~~agreed~~and toother ~~step~~documents infiled asby Numerical at the ~~company~~SEC’s ~~interim~~website ~~president~~at ~~and~~www.sec.gov. ~~CEO,~~These ~~effective~~documents (when available) may also be obtained for free by ~~immediately~~contacting Investor Relations at (408) 919-1910 at Numerical.

AThe ~~copy~~press ofrelease announcing the ~~press~~transaction ~~release~~was previously ~~issued~~filed by Numerical ~~regarding~~filed ~~the~~on ~~above~~Schedule is14D-9 ~~attached~~ as an ~~exhibit~~a ~~hereto~~preliminary ~~and~~communication on January 12, 2003. The Offer is ~~incorporated~~subject byto ~~reference~~several ~~herein~~conditions, including the expiration of applicable waiting periods under antitrust laws and other customary conditions.

~~Item~~In ~~7. Financial~~addition, ~~Statements~~Numerical issued a Press Release dated as of January 15, 2003 announcing (i) operating results for Numerical’s fourth quarter and ~~Exhibits~~fiscal year 2002 and (ii) a lawsuit filed against Numerical and its board of directors on January 14, 2003. The information that is set forth in Numerical’s Press Release dated as of January 15, 2003 is incorporated herein by reference.

Item 7. Financial Statements and Exhibits.

(c)

Exhibits.

~~Press~~2.1 ~~Release~~Agreement byand Plan of Merger dated as of January 12, 2003 among Numerical Technologies, Inc., ~~dated December 2~~Synopsys, ~~2002~~Inc. and Neon Acquisition Corporation.

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2.2		Stockholder Tender Agreement dated as of January 12, 2003 among Synopsys, Inc., William H. Davidow, Abbas el Gamal, Narendra K. Gupta, Harvey Jones, Thomas Kailath, Richard Mora, Yagyensh C. Pati, Sushma Pati, Yao-Ting Wang, and Atul and Preethi Sharan.

99.1		Press Release dated January 13, 2003.*

99.2		Press Release dated January 15, 2003.

Previously filed on Schedule 14D-9 as a preliminary communication.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned ~~thereunto~~hereunto duly authorized.

Dated: January 16, 2003						NUMERICAL TECHNOLOGIES, INC.

						/s/ Naren Gupta
						Naren Gupta Chief Executive Officer and President

	NUMERICAL TECHNOLOGIES, INC.
Dated: December 3, 2002	By:	/s/ Richard S. Mora
	Richard S. Mora Chief Operating Officer and Chief Financial Officer

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INDEX TO EXHIBITS

These Exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K:

Exhibit Number		Description of Document

2.1		Agreement and Plan of Merger dated as of January 12, 2003 among Numerical Technologies, Inc., Synopsys, Inc. and Neon Acquisition Corporation.

2.3		Stockholder Tender Agreement dated as of January 12, 2003 among Synopsys, Inc., William H. Davidow, Abbas el Gamal, Narendra K. Gupta, Harvey Jones, Thomas Kailath, Richard Mora, Yagyensh C. Pati, Sushma Pati, Yao-Ting Wang, and Atul and Preethi Sharan.

99.1		Press Release dated January 13, 2003.*

99.2		Press Release dated January 15, 2003.

EXHIBIT NUMBER		DESCRIPTION
99.1		Press Release by Numerical Technologies, Inc. dated December 2, 2002.

Previously filed on Schedule 14D-9 as a preliminary communication.

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