8-K

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 reportedJanuary 10, 2005

NASSDA CORPORATION

(Exact Name of the Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-33291	77-0494462
(Commission File Number)	(I.R.S. Employer Identification No.)
2650 San Tomas Expressway, Santa Clara, California	95051
(Address of Principal Executive Offices)	(Zip Code)

(408) 988-9988

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

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:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

ý   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))

Item 8.01. Other Events.

On November 30, 2004, Synopsys, Inc., a Delaware corporation (“Synopsys”), North Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Synopsys (“Merger Sub”) and Nassda Corporation, a Delaware corporation (“Nassda”), entered into an Agreement of Merger, pursuant to which, subject to satisfaction or waiver of the conditions therein, Merger Sub will merge with and into Nassda (the “Merger”).  Subject to the consummation of the Merger, Synopsys, Nassda and certain employees, officers and directors of Nassda have agreed to settle the outstanding litigation captioned Synopsys, Inc. v. An-Chang Deng, Nassda Corporation et al.; Superior Court of the State of California, County of Santa Clara; No. CV 787950  and Synopsys, Inc. v. Nassda Corp.; USDC, Northern District of California; No. C03-2519 (SI) and Synopsys, Inc. v. Nassda Corp.; USDC, Northern District of California; No. C03-2664 (SI).

On January 10, 2005, Nassda issued a press release, a copy of which is attached hereto as Exhibit 99.1, announcing that it had received a request for additional information from the Federal Trade Commission in connection with the Federal Trade Commission’s review of the Merger. The press release is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

(c)Exhibits

Exhibit	Description
99.1	Press Release, dated January 10, 2005, of Nassda Corporation

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SIGNATURES

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

Dated: January 10, 2005
	NASSDA CORPORATION
	By:	/s/ Sang S. Wang
		Sang S. Wang
		Chairman and Chief Executive Officer
	By:	/s/ Tammy S. Liu
		Tammy S. Liu
		Chief Financial Officer and Vice President, Finance and Administration

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EX-99.1

Exhibit 99.1

Press Release

For more information, contact:

Tammy Shu Hua Liu

Nassda Corporation

408-988-9988

tammy@nassda.com

Nassda Receives Request for Additional Information

from the Federal Trade Commission in connection with Review of

Proposed Acquisition by Synopsys

SANTA CLARA, Calif., January 10, 2005 — Nassda Corporation (Nasdaq: NSDA) today announced that the Federal Trade Commission (FTC) has requested additional information and documentary material in connection with its review of the proposed merger between Nassda and a subsidiary of Synopsys, Inc. (Nasdaq: SNPS).

The FTC request will result in an extension of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.  Nassda and Synopsys plan to respond promptly to the FTC request.

This announcement follows the announcement by Nassda on December 1, 2004 that Nassda and Synopsys had entered into a merger agreement providing for the acquisition of Nassda by Synopsys in an all cash transaction at $7.00 per share and, subject to the closing of the acquisition, to settle all outstanding litigation by Synopsys against Nassda and certain Nassda officers, directors and employees.

“Nassda intends to comply with the FTC’s request as quickly as possible, so that the parties and their customers can begin to realize the substantial benefits of the transactions,” said Sang S. Wang, Chairman and Chief Executive Officer of Nassda.

About Nassda

Nassda Corporation (NASDAQ: NSDA) is a leading provider of full-chip circuit verification software for complex nanometer semiconductors. Headquartered in Santa Clara, California, the company develops and markets simulation and analysis solutions for advanced ICs, especially for analog, mixed signal, memory, system-on-chip and high performance digital designs. Nassda’s products enable first silicon success, and improve product quality and production yield for its consumer, communication, computer, and memory customers. The company has sales and distribution offices throughout the world. For more information about Nassda, please visit the company’s website at www.nassda.com.

Forward Looking Statements

This press release contains forward-looking statements regarding the outcome of the proposed transaction between Nassda and Synopsys that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally preceded by words that imply a future state, such as “expects” or “anticipates,” or that imply that a particular future event or events will occur, such as “will,” “remain,” “may,” or the negative of these terms. Investors are cautioned that all forward-looking statements in this release involve risks and uncertainty, including without limitation, the outcome of regulatory approvals and the Nassda stockholder meeting. These risks, uncertainties and other factors may cause the outcome of any motion, proceeding or case to differ materially from those expressed or implied by the forward-looking statements.

Forward-looking statements are only predictions and the actual events or results may differ materially. Nassda cannot provide any assurance that its future results will meet expectations. In addition, historical information should not be considered a predictor of future performance. Neither Nassda nor any other person assumes responsibility for the accuracy and completeness of these forward-looking statements. Nassda disclaims any obligation to update information contained in any forward-looking statement.

For additional information and considerations regarding the risks faced by Nassda, see its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as filed with the Securities and Exchange Commission.

Additional Information About the Proposed Acquisition and Where to Find It

Nassda will file a proxy statement with the SEC in connection with the proposed transaction.  Nassda urges investors and security holders to read the proxy statement when it becomes available and any other relevant documents filed with the SEC because they will contain important information.  Investors and security holders will be able to obtain these documents free of charge at the website maintained by the SEC at www.sec.gov. Additionally, documents filed with the SEC by Nassda are available free of charge by contacting Investor Relations, Nassda, 2650 San Tomas Expressway, Santa Clara, California 95051 (Telephone: (408) 988-9988) and on Nassda’s website at www.nassda.com.  Documents on Nassda’s website will not be a part of the filing.

Nassda’s directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Nassda in connection with the transaction.  A description of certain of the interests of directors and executive officers of Nassda is set forth in the proxy statement for Nassda’s 2004 annual meeting of stockholders, which was filed with the SEC on January 14, 2004.  Sang S. Wang, Nassda’s Chief Executive Officer and Chairman, An-Chang Deng, Nassda’s President and Chief Operating Officer, and the other individual defendants have entered into certain settlement and release agreements with Synopsys, which will be effective upon the closing of the proposed acquisition, which will be described in the proxy statement.  The remaining directors and officers of Nassda are expected to enter into a release agreement with Synopsys, effective upon closing of the proposed acquisition, which will be described in the proxy statement.

Investors and security holders will be able to obtain additional information regarding the direct and indirect interests of Nassda’s directors and executive officers in the transaction by reading the definitive proxy statement when it becomes available.

Nassda is a registered trademark of Nassda Corporation.

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