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): August 7, 2008

MAGMA DESIGN AUTOMATION, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-33213	77-0454924
(Commission File Number)	(I.R.S. Employer Identification Number)
1650 Technology Drive, San Jose, California	95110
(Address of principal executive offices)	(Zip Code)

(408) 565-7500

(Registrant’s telephone number, including area code)

Not applicable

(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:

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

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On August 7, 2008, Magma Design Automation, Inc. (“Magma”) issued a press release reporting selected preliminary financial results for the quarter ended August 3, 2008. The press release is furnished as Exhibit 99.1 to this Form 8-K.

The information included under this Item 2.02 of this Form 8-K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished herewith:

Exhibit No.	Description
99.1	Press Release issued August 7, 2008.

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.

	MAGMA DESIGN AUTOMATION, INC.
Dated: August 7, 2008
	By:	/s/ Peter S. Teshima
		Peter S. Teshima
		Corporate Vice President- Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued August 7, 2008.

EX-99.1

Exhibit 99.1

News Release

Magma Announces Selected Preliminary Results for First Quarter, Will Revise Fiscal 2009 Guidance

SAN JOSE, Calif., Aug. 7, 2008 — Magma^® Design Automation Inc. (Nasdaq: LAVA) today announced selected preliminary results for its fiscal 2009 first quarter, ended Aug. 3, 2008. Magma estimates total revenue for the first quarter is in the range of $44.5 million to $45.5 million, compared to its previous target revenue range of $50.0 million to $51.5 million. Magma estimates first-quarter GAAP earnings per share to be a loss in the range of $(0.43) to $(0.38), compared to its previous target of a loss in the range of $(0.38) to $(0.36), and non-GAAP earnings per share to be in the range of $(0.04) to $0.01, compared to its previous target range of $0.07 to $0.09. A table providing a reconciliation of selected preliminary non-GAAP results to preliminary GAAP results appears below.

Non-GAAP net income for the first quarter of fiscal year 2009 excludes the effects of amortization of intangible assets, deferred stock-based compensation, interest expense, debt discount accretion and restructuring charges. A reconciliation of Magma’s selected preliminary non-GAAP results to GAAP results is included in this press release.

The first-quarter results were due to delays in customer purchasing decisions and to channel transition. These results are preliminary and subject to the company’s management completing its customary quarterly close.

Magma is scheduled to release final results for its first quarter and to announce revised guidance for fiscal year 2009, ending May 3, 2009, in its first-quarter earnings release on Aug. 28, 2008.

Earnings Conference Call

Magma will discuss results for its first quarter, as well as financial guidance, during a live conference call Aug. 28, 2008 at 2 p.m. PDT (5 p.m. EDT). The call will be available by both webcast and telephone. To listen via webcast, visit the Investor Relations section of Magma’s website at http://investor.magma-da.com/events.cfm. To listen via telephone call either of the numbers below:

U.S. & Canada:	(888) 219-1456, code #9688422
Elsewhere:	(913) 312-1227, code #9688422

Following completion of the call, a webcast replay will be available at http://investor.magma-da.com/events.cfm through Sept. 4, 2008. Those without Internet access may listen to a replay by telephone through Sept. 4 by calling:

U.S. & Canada:	(888) 203-1112, code #9688422
Elsewhere:	(719) 457-0820, code #9688422

AS OF AUGUST 3, 2008

IMPACT OF PRELIMINARY NON-GAAP ADJUSTMENTS ON FORWARD-LOOKING DILUTED NET

INCOME (LOSS) PER SHARE

(Unaudited)

	Quarter Ended August 3, 2008
GAAP loss per share	$(0.43) to $(0.38)
Amortization of intangible assets	$0.18
Amortization of deferred stock-based compensation	$0.14
Interest expense, amortization of debt discount accretion and restructuring	$0.07
Non-GAAP net income/loss per share	$(0.04) to $0.01

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “safe harbor” provision of the Private Securities Litigation Reform Act of 1995. Magma’s expectations with respect to the financial results for the first quarter ended Aug. 3, 2008 are preliminary, and final results may change. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from Magma’s current expectations.

About Magma Design Automation

Magma’s software for designing integrated circuits (ICs) is used to create complex, high-performance chips required in cellular telephones, electronic games, WiFi, MP3 players, DVD/digital video, networking, automotive electronics and other electronic applications. Magma’s EDA software for IC implementation, analysis, physical verification, circuit simulation and characterization is recognized as embodying the best in semiconductor technology, enabling the world’s top chip companies to “Design Ahead of the Curve”™ while reducing design time and costs. Magma is headquartered in San Jose, Calif., with offices around the world. Magma’s stock trades on Nasdaq under the ticker symbol LAVA. Visit Magma Design Automation on the Web at www.magma-da.com.

Magma is a registered trademark and “Design Ahead of the Curve” is a trademark of Magma Design Automation Inc.

LAVA-F

CONTACTS:
Magma Design Automation Inc.
Press Relations	Investor Relations
Monica Marmie	Milan G. Lazich
Director, Marketing Communications	Vice President, Corporate Marketing
(408) 565-7689	(408) 565-7706
mmarmie@magma-da.com	milan.lazich@magma-da.com