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): August 11, 2003

CADENCE DESIGN SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	1-10606	77-0148231
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer
Incorporation)		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 5. Other Events and Required FD Disclosure
	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Signature
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

Item 5. Other Events and Required FD Disclosure

     On August 11, 2003, Cadence Design Systems, Inc. announced its intention to commence, and announced the pricing of, an offering of $350,000,000 in aggregate principal amount of senior convertible notes to be issued pursuant to Rule 144A. For additional information concerning this offering, refer to the exhibit contained in this Current Report on Form 8-K.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

               The following exhibits are filed as part of this Report:

No.	Exhibit
99.1	Press Release dated August 11, 2003 regarding the offering of Senior Convertible Notes.
99.2	Press Release dated August 11, 2003 regarding the pricing of Senior Convertible Notes

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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 August 13, 2003

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

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued by Cadence Design Systems, Inc., dated August 11, 2003.
99.2	Press Release issued by Cadence Design Systems, Inc., dated August 11, 2003.

4 EX-99.1 3 f92454exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 CADENCE DESIGN SYSTEMS ANNOUNCES INTENTION TO OFFER $350 MILLION SENIOR CONVERTIBLE NOTES SAN JOSE, CALIF., AUGUST 11, 2003 -- Cadence Design Systems, Inc. (NYSE: CDN) today announced its intention to commence an offering, subject to market conditions, of $350 million principal amount of zero coupon zero yield senior convertible notes due 2023 to be offered and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The conversion rate and other terms of the notes are to be determined by negotiations between the company and the initial purchasers of the notes. Cadence expects to grant the initial purchasers an option to purchase up to an additional $50 million principal amount of senior convertible notes. Cadence intends to use a portion of the proceeds to purchase up to $100 million of shares of its common stock concurrently with, and possibly after, pricing of the notes. These repurchases will be made pursuant to Cadence's previously announced stock repurchase program. Cadence intends to enter into a convertible bond hedge transaction with one of the initial purchasers with respect to its common stock to limit potential dilution from conversion of the notes. Cadence also intends to enter into a call option transaction with one of the initial purchasers. Cadence expects to expend an aggregate of approximately $63 million of the net proceeds of the offering in connection with these two transactions. Cadence plans to use the remainder of the proceeds for general corporate purposes. In connection with the convertible bond hedge transaction and call option transaction, the initial purchaser that is a party to those transactions has advised Cadence that it will purchase Cadence common stock in secondary market transactions prior to pricing of the notes, and expects to enter into various over-the-counter derivative transactions with respect to Cadence common stock simultaneously with, and possibly after, pricing of the notes and may continue to purchase Cadence common stock in secondary market transactions following pricing of the notes. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Except for historical information, the matters discussed in this release contain forward-looking statements. These statements are based on current expectations or beliefs and are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including without limitation, whether or not Cadence will offer the notes or consummate the offering, or enter into the bond hedge transaction or the call option transaction, the anticipated terms of the notes and the offering, and the anticipated use of the proceeds of the offering. For a detailed discussion of these and other cautionary statements, please refer to Cadence's most recent filings with the Securities and Exchange Commission. Cadence does not undertake any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of this press release. 2 EX-99.2 4 f92454exv99w2.txt EXHIBIT 99.2 Exhibit 99.2 CADENCE DESIGN SYSTEMS PRICES $350 MILLION SENIOR CONVERTIBLE NOTES OFFERING SAN JOSE, CALIF., AUGUST 11, 2003 -- Cadence Design Systems, Inc. (NYSE: CDN) today announced the pricing of its offering of $350 million principal amount of zero coupon zero yield senior convertible notes due 2023 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The notes will be initially convertible, subject to certain conditions, into shares of Cadence's common stock at a conversion rate of 63.8790 shares of common stock per $1,000 principal amount of notes, representing an initial effective conversion price of approximately $15.65 per share. The initial conversion price represents a premium of approximately 17% to the closing price of the Company's common stock on August 11, 2003, which was $13.38 per share. Cadence has granted the initial purchasers an option to purchase up to an additional $70 million principal amount of senior convertible notes. Cadence intends to use a portion of the proceeds to purchase approximately 8 million shares of its common stock for an aggregate purchase price of approximately $107 million. These repurchases will be made pursuant to Cadence's previously announced stock repurchase program. Cadence has entered into a convertible bond hedge transaction with one of the initial purchasers with respect to its common stock to limit potential dilution from conversion of the notes. Cadence has also entered into a call option transaction with one of the initial purchasers, which eliminates the dilutive effect of conversion of the notes at prices below approximately $23 per share. Cadence has agreed to expend an aggregate of approximately $65 million of the net proceeds of the offering, which represent the costs of the convertible hedge transaction partially offset by the proceeds of the call option transaction. Cadence plans to use the remainder of the proceeds for general corporate purposes. The notes will be redeemable at the Company's option beginning in August 2008 at a redemption price of 100% of their principal amount. Holders of the notes will have the right to require the Company to repurchase some or all of their notes on August 15, 2008, August 15, 2013 and August 15, 2018 and upon certain events constituting a fundamental change. In connection with the convertible bond hedge transaction and call option transaction, the initial purchaser that is a party to those transactions has advised Cadence that it has purchased Cadence common stock in secondary market transactions prior to the pricing of the notes, and expects to enter into various over-the-counter derivative transactions with respect to Cadence common stock concurrently with the pricing of the notes. This announcement is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The notes have not been registered under the Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Except for historical information, the matters discussed in this release contain forward-looking statements. These statements are based on current expectations or beliefs and are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including without limitation, whether or not Cadence will consummate the offering, the bond hedge transaction or the call option transaction, and the anticipated use of the proceeds of the offering. For a detailed discussion of these and other cautionary statements, please refer to Cadence's most recent filings with the Securities and Exchange Commission. Cadence does not undertake any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of this press release. 2 -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                                                                    Exhibit 99.1

        CADENCE DESIGN SYSTEMS ANNOUNCES INTENTION TO OFFER $350 MILLION
                            SENIOR CONVERTIBLE NOTES

SAN JOSE, CALIF., AUGUST 11, 2003 -- Cadence Design Systems, Inc. (NYSE: CDN)
today announced its intention to commence an offering, subject to market
conditions, of $350 million principal amount of zero coupon zero yield senior
convertible notes due 2023 to be offered and sold to qualified institutional
buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The
conversion rate and other terms of the notes are to be determined by
negotiations between the company and the initial purchasers of the notes.

Cadence expects to grant the initial purchasers an option to purchase up to an
additional $50 million principal amount of senior convertible notes. Cadence
intends to use a portion of the proceeds to purchase up to $100 million of
shares of its common stock concurrently with, and possibly after, pricing of the
notes. These repurchases will be made pursuant to Cadence's previously announced
stock repurchase program.

Cadence intends to enter into a convertible bond hedge transaction with one of
the initial purchasers with respect to its common stock to limit potential
dilution from conversion of the notes. Cadence also intends to enter into a call
option transaction with one of the initial purchasers. Cadence expects to expend
an aggregate of approximately $63 million of the net proceeds of the offering in
connection with these two transactions. Cadence plans to use the remainder of
the proceeds for general corporate purposes.

In connection with the convertible bond hedge transaction and call option
transaction, the initial purchaser that is a party to those transactions has
advised Cadence that it will purchase Cadence common stock in secondary market
transactions prior to pricing of the notes, and expects to enter into various
over-the-counter derivative transactions with respect to Cadence common stock
simultaneously with, and possibly after, pricing of the notes and may continue
to purchase Cadence common stock in secondary market transactions following
pricing of the notes.

This announcement is neither an offer to sell nor a solicitation of an offer to
buy any of these securities and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

The notes have not been registered under the Securities Act of 1933, as amended,
or any state securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements.

Except for historical information, the matters discussed in this release contain
forward-looking statements. These statements are based on current expectations
or beliefs and are subject to factors and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements, including without limitation, whether or not Cadence will offer the
notes or consummate the offering, or enter into the bond hedge transaction or
the call option transaction, the anticipated terms of the notes and the
offering, and the anticipated use of the proceeds of the offering. For a
detailed discussion of these and other cautionary statements, please refer to
Cadence's most recent filings with the Securities and Exchange Commission.

Cadence does not undertake any obligation to update any forward-looking
statements to reflect events or circumstances occurring after the date of this
press release.

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EX-99.2

                                                                    Exhibit 99.2

                   CADENCE DESIGN SYSTEMS PRICES $350 MILLION

                        SENIOR CONVERTIBLE NOTES OFFERING

SAN JOSE, CALIF., AUGUST 11, 2003 -- Cadence Design Systems, Inc. (NYSE: CDN)
today announced the pricing of its offering of $350 million principal amount of
zero coupon zero yield senior convertible notes due 2023 to qualified
institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended.

The notes will be initially convertible, subject to certain conditions, into
shares of Cadence's common stock at a conversion rate of 63.8790 shares of
common stock per $1,000 principal amount of notes, representing an initial
effective conversion price of approximately $15.65 per share. The initial
conversion price represents a premium of approximately 17% to the closing price
of the Company's common stock on August 11, 2003, which was $13.38 per share.

Cadence has granted the initial purchasers an option to purchase up to an
additional $70 million principal amount of senior convertible notes.

Cadence intends to use a portion of the proceeds to purchase approximately 8
million shares of its common stock for an aggregate purchase price of
approximately $107 million. These repurchases will be made pursuant to Cadence's
previously announced stock repurchase program.

Cadence has entered into a convertible bond hedge transaction with one of the
initial purchasers with respect to its common stock to limit potential dilution
from conversion of the notes. Cadence has also entered into a call option
transaction with one of the initial purchasers, which eliminates the dilutive
effect of conversion of the notes at prices below approximately $23 per share.
Cadence has agreed to expend an aggregate of approximately $65 million of the
net proceeds of the offering, which represent the costs of the convertible hedge
transaction partially offset by the proceeds of the call option transaction.
Cadence plans to use the remainder of the proceeds for general corporate
purposes.

The notes will be redeemable at the Company's option beginning in August 2008 at
a redemption price of 100% of their principal amount. Holders of the notes will
have the right to require the Company to repurchase some or all of their notes
on August 15, 2008, August 15, 2013 and August 15, 2018 and upon certain events
constituting a fundamental change.

In connection with the convertible bond hedge transaction and call option
transaction, the initial purchaser that is a party to those transactions has
advised Cadence that it has purchased Cadence common stock in secondary market
transactions prior to the pricing of the notes, and expects to enter into
various over-the-counter derivative transactions with respect to Cadence common
stock concurrently with the pricing of the notes.

This announcement is neither an offer to sell nor a solicitation of an offer to
buy any of these securities and shall not constitute an offer, solicitation or
sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

The notes have not been registered under the Securities Act of 1933, as amended,
or any state securities laws and may not be offered or sold in the United States
absent registration or an applicable exemption from the registration
requirements.

Except for historical information, the matters discussed in this release contain
forward-looking statements. These statements are based on current expectations
or beliefs and are subject to factors and uncertainties that could cause actual
results to differ materially from those described in the forward-looking
statements, including without limitation, whether or not Cadence will consummate
the offering, the bond hedge transaction or the call option transaction, and the
anticipated use of the proceeds of the offering. For a detailed discussion of
these and other cautionary statements, please refer to Cadence's most recent
filings with the Securities and Exchange Commission. Cadence does not undertake
any obligation to update any forward-looking statements to reflect events or
circumstances occurring after the date of this press release.

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