8-K

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): June 17, 2010

CADENCE DESIGN SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-15867	77-0148231
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2655 Seely Avenue, Building 5
San Jose, California
(Address of Principal Executive Offices)
95134
(Zip Code)

(408) 943-1234
(Registrant’s telephone number, including area code)

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)

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))

Item 2.01. Completion of Acquisition or Disposition of Assets.

On June 17, 2010, Cadence Design Systems, Inc. (“Cadence”) completed its previously announced acquisition of Denali Software, Inc. (“Denali”) pursuant to the Agreement and Plan of Merger, dated May 12, 2010, by and among Cadence, Eagle Subsidiary Corporation, a wholly-owned subsidiary of Cadence (“Acquisition Sub”), Denali and Mark Gogolewski (solely in his capacity as shareholder agent) (as amended, the “Merger Agreement”).

Under the terms of the Merger Agreement, Acquisition Sub merged with and into Denali (the “Merger”), with Denali continuing as the surviving entity and becoming a wholly-owned subsidiary of Cadence. The aggregate merger consideration pursuant to the Merger Agreement, after taking into account the adjustments for certain expenses contemplated by the Merger Agreement, is equal to approximately $313.5 million. Denali has approximately $47.5 million in cash and cash equivalents as of June 17, 2010.

A copy of the press release announcing the closing of the Merger is attached as Exhibit 99.01 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment of this Form 8-K by September 2, 2010.

(b) Pro Forma Financial Information.

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment of this Form 8-K by September 2, 2010.

(d) Exhibits.

Exhibit No.	Description
99.01	Press Release issued by Cadence Design Systems, Inc. on June 17, 2010.

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: June 17, 2010

CADENCE DESIGN SYSTEMS, INC.
By:	/s/ James J. Cowie
	James J. Cowie
	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.01	Press Release issued by Cadence Design Systems, Inc. on June 17, 2010.

EX-99.01

Exhibit 99.1

For more information, please contact:

Investors and Shareholders
Jennifer Jordan
408-944-7100

Press and Industry Analysts
Lynne Cox
408-944-7669

CADENCE COMPLETES ACQUISITION OF DENALI

SAN JOSE, Calif. — JUNE 17, 2010 — Cadence Design Systems, Inc. (Nasdaq: CDNS), a leader in global electronics design innovation, today announced that it has successfully completed the acquisition of Denali Software, Inc., a Sunnyvale, Calif.-based provider of electronic design automation (EDA) software and intellectual property (IP).

Tightly aligned with Cadence’s strategy to deliver on the EDA360 vision for applications-driven system design, Denali’s product portfolio includes industry leading Memory Models, Design IP and Verification IP. The completion of this transaction enables Cadence to accelerate its EDA360 execution and expands the company’s solution portfolio to provide efficient, cost-effective system component modeling and IP integration.

“We envision a way forward for the electronics industry, called EDA360, that addresses the emerging shift to applications-driven systems and SoC Realization,” said Lip-Bu Tan, president and chief executive officer, Cadence. “Our customers’ needs are changing, and EDA providers must respond with their own EDA360 initiatives. The acquisition of Denali, and its world-class design and verification IP and memory models, gives Cadence a significant, first-mover advantage as we execute our strategy.”

The Denali team, including founders Sanjay Srivastava and Mark Gogolewski, will report to Nimish Modi, senior vice president, research and development, Front End Group, Cadence.

About Cadence

Cadence enables global electronic design innovation and plays an essential role in the creation of today’s integrated circuits and electronics. Customers use Cadence software and hardware, methodologies, and services to design, verify, and implement advanced semiconductors, consumer electronics, networking and telecommunications equipment, and computer systems. The company is headquartered in San Jose, California, with sales offices, design centers, and research facilities around the world to serve the global electronics industry. More information about the company, its products, and services is available at www.cadence.com.

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The statements contained above include forward-looking statements. These include, without limitation, the statements contained above regarding the potential benefits of the acquisition, as well as the statement by Lip-Bu Tan, Cadence’s president and chief executive officer. Such statements are based on Cadence’s current expectations or beliefs, as well as a number of preliminary assumptions about future events that are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Readers are cautioned not to put undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to a number of risks, uncertainties and other factors, many of which are outside Cadence’s control, including, among others: (i) the effects of the merger on Cadence’s financial results, the potential inability to successfully operate or integrate Denali’s business, including the potential inability to retain customers, key employees or vendors; (ii) the effect of the consummation of the merger on Cadence’s and Denali’s respective businesses, including the possibility that the consummation of the merger may result in reduced customer purchases of products or services; (iii) Cadence’s

ability to compete successfully in the electronic design automation product and the commercial electronic design and methodology services industries; (iv) Cadence’s ability to successfully complete and realize the expected benefits of the previously disclosed restructurings without significant unexpected costs or delays, and the success of Cadence’s other efforts to improve operational efficiency and growth; (v) the mix of products and services sold and the timing of significant orders for Cadence’s products, and its shift to a ratable license structure, which may result in changes in the mix of license types; (vi) change in customer demands, including the possibility that the previously disclosed restructurings and other efforts to improve operational efficiency could result in delays in customer purchases of products and services; (vii) economic and industry conditions in regions in which Cadence and Denali do business; (viii) fluctuations in rates of exchange between the U.S. dollar and the currencies of other countries in which Cadence does business; (ix) capital expenditure requirements, legislative or regulatory requirements, interest rates and Cadence’s ability to access capital and debt markets; (x) the effects of the previously disclosed restructurings and other efforts to improve operational efficiency on Cadence’s business, including its strategic and customer relationships, ability to retain key employees and stock prices; (xi) events that affect the reserves Cadence may take from time to time with respect to accounts receivable, taxes, litigation or other matters; and (xii) the effects of any litigation or other proceedings to which Cadence is or may become a party.

For a detailed discussion of these and other cautionary statements related to our business, please refer to Cadence’s filings with the Securities and Exchange Commission. These include Cadence’s Annual Report on Form 10-K for the year ended January 2, 2010, Cadence’s Quarterly Report on Form 10-Q for the quarter ended April 3, 2010 and Cadence’s future filings.

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