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 Reported):   November 12, 2002

CADENCE DESIGN SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE
(State or Other Jurisdiction of
Incorporation) 1-10606
(Commission File Number) 77-0148231
(IRS Employer Identification No.)

2655 SEELY AVENUE, BUILDING 5
SAN JOSE, CALIFORNIA 95134
(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code:   (408) 943-1234

TABLE OF CONTENTS

	Item 7. Financial Statements, Pro Forma and Exhibits.
	Item 9. Regulation FD Disclosure.
Signature
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3
EXHIBIT 99.4

Item 7. Financial Statements, Pro Forma and Exhibits.

(a)	Financial Statements of Business Acquired.
	Not applicable.
(b)	Pro Forma Financial Information.
	Not applicable.
(c)	Exhibits.

Exhibit No.	Description
99.1	H. Raymond Bingham Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings.
99.2	William Porter Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings.
99.3	Certification of the Chief Executive Officer, H. Raymond Bingham, of Cadence Design Systems, Inc., Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002.
99.4	Certification of the Chief Financial Officer, William Porter, of Cadence Design Systems, Inc., Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002.

Item 9. Regulation FD Disclosure.

       On November 12, 2002, the Chief Executive Officer, H. Raymond Bingham, and the Chief Financial Officer, William Porter, of Cadence Design Systems, Inc., a Delaware corporation (the “Registrant”), each delivered sworn statements to the Securities and Exchange Commission in accordance with Commission Order No. 4-460 (June 27, 2002) and the published Statement of the Commission Staff (July 29, 2002). A copy of each of these sworn statements is attached hereto as an Exhibit.

       On November 12, 2002, each of the Chief Executive Officer, H. Raymond Bingham, and the Chief Financial Officer, William Porter, of Cadence Design Systems, Inc., a Delaware corporation (the “Registrant”), made certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, accompanying the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2002. A copy of each of these certifications is attached hereto as an Exhibit.

2

Signature

       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 as of November 12, 2002

CADENCE DESIGN SYSTEMS, INC.
By:	/s/ William Porter
	William Porter Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	H. Raymond Bingham Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings.
99.2	William Porter Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings.
99.3	Certification of the Chief Executive Officer, H. Raymond Bingham, of Cadence Design Systems, Inc., Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002.
99.4	Certification of the Chief Financial Officer, William Porter, of Cadence Design Systems, Inc., Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002.

EX-99.1 3 f85965exv99w1.htm EXHIBIT 99.1

Exhibit 99.1

Statement Under Oath of Principal Executive Officer and Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings

I, H. Raymond Bingham, President and Chief Executive Officer of Cadence Design Systems, Inc., state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of Cadence Design Systems, Inc., and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2) I have reviewed the contents of this statement with the Company’s audit committee.

(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• Annual Report on Form 10-K for the year ended December 29, 2001, filed with the Commission of Cadence Design Systems, Inc.;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Cadence Design Systems, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

/s/ H. Raymond Bingham	Subscribed and sworn to
H. Raymond Bingham November 11, 2002	before me this 11th day of November 2002.
	/s/ Joyce M. Brock
	Notary Public
	My Commission Expires: Aug. 20, 2003

EX-99.2 4 f85965exv99w2.htm EXHIBIT 99.2

Exhibit 99.2

Statement Under Oath of Principal Executive Officer and Principal Financial Officer
Regarding Facts and Circumstances Relating to Exchange Act Filings

I, William Porter, Senior Vice President and Chief Financial Officer of Cadence Design Systems, Inc., state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of Cadence Design Systems, Inc., and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2) I have reviewed the contents of this statement with the Company’s audit committee.

(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• Annual Report on Form 10-K for the year ended December 29, 2001, filed with the Commission of Cadence Design Systems, Inc.;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Cadence Design Systems, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

/s/ William Porter William Porter November 11, 2002	Subscribed and sworn to before me this 11th day of November 2002.
	/s/ Joyce M. Brock
	Notary Public
	My Commission Expires: Aug. 20, 2003

EX-99.3 5 f85965exv99w3.htm EXHIBIT 99.3

Exhibit 99.3

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

       In connection with the Quarterly Report on Form 10-Q for the period ended September 28, 2002 of Cadence Design Systems, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, H. Raymond Bingham, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ H. Raymond Bingham

H. Raymond Bingham
President and Chief Executive Officer
Date: November 11, 2002

EX-99.4 6 f85965exv99w4.htm EXHIBIT 99.4

Exhibit 99.4

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

       In connection with the Quarterly Report on Form 10-Q for the period ended September 28, 2002 of Cadence Design Systems, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William Porter, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William Porter William Porter
Senior Vice President and Chief Financial
Officer
Date: November 11, 2002

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EX-99.1

Exhibit 99.1

EX-99.2

exv99w2

EX-99.3

Exhibit 99.3

EX-99.4

Exhibit 99.4