UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 12, 2006
CADENCE DESIGN SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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000-15867
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77-0148231 |
| (State or Other Jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
| of Incorporation)
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Identification No.) |
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| 2655 Seely Avenue, Building 5 |
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| San Jose, California
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95134 |
| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (408) 943-1234
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 8.01. Other Events.
On December 12, 2006, Cadence Design Systems, Inc. (“Cadence”) issued a press release relating
to a proposed offering of $250 million principal amount of senior convertible notes due 2011 and
$250 million principal amount of senior convertible notes due 2013 in a transaction exempt from
registration under the Securities Act of 1933, as amended (the “Securities Act”). As required by
Rule 135c(d) under the Securities Act, this press release is filed as exhibit 99.1 to this Current
Report on Form 8-K.
On December 12, 2006, Cadence issued a press release announcing that its Board of Directors
has authorized the repurchase of up to $500 million of its common stock, effective immediately. This
is in addition to the amount remaining under Cadence’s previous repurchase authorization. This
press release is filed as Exhibit 99.2 to this Current Report on Form 8-K.
By virtue of this Current Report on Form 8-K, Cadence disclosed today that an individual filed
suit against Cadence and five other companies on November 8, 2006 in the United States District
Court for the Eastern District of Texas. The suit alleges that products of Cadence and the other
defendants infringe a patent for an electronic simulation and emulation system that is owned by the
plaintiff. The plaintiff seeks unspecified damages and attorneys’ fees and costs. Cadence disputes
the plaintiff’s claims and intends to defend the lawsuit vigorously.
Item 9.01. Financial Statements and Exhibits.
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| Exhibit |
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Description |
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99.1
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Press release dated December 12, 2006 regarding the offering of senior
convertible notes. |
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99.2
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Press release dated December 12, 2006 regarding common stock repurchase authorization. |