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): October 24, 2005

CADENCE DESIGN SYSTEMS, INC.

(Exact name of registrant as specified in charter)

Delaware
(State or other jurisdiction
of incorporation) 1-10606
(Commission file number) 77-0148231
(I.R.S. Employer
Identification Number)

2655 Seely Avenue, Building 5
San Jose, California
(Address of principal executive offices) 95134
(Zip Code)

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

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))

TABLE OF CONTENTS

	Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

     On October 24, 2005, Cadence informed the New York Stock Exchange (the “NYSE”) that Cadence expects to voluntarily cease trading on the NYSE, effective on or about October 28, 2005, and to trade solely on the NASDAQ National Market (“NASDAQ”) starting on October 31, 2005.

     A copy of the press release announcing Cadence’s transfer from dual-listing on both the NYSE and NASDAQ to solely listing on NASDAQ is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

     (c) Exhibits

Exhibit	Description
99.1	Press release issued by Cadence Design Systems, Inc. on October 26, 2005

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: October 26, 2005

CADENCE DESIGN SYSTEMS, INC.
By:	/s/ R.L. Smith McKeithen
	R.L. Smith McKeithen
	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit
No.	Description
99.1	Press Release issued by Cadence Design Systems, Inc. on October 26, 2005

EX-99.1

Exhibit 99.1

For Media and press inquiries
Adolph Hunter
Cadence Design Systems, Inc.
Tel: 408.914.6016
publicrelations@cadence.com

For investor relation inquiries:
Jennifer Jordan
Cadence Design Systems, Inc.
Tel: 408-944-7499
Investor_relations@cadence.com

Stefan Anikewich
Hill & Knowlton
Tel: 212-885-0505
stefan.anikewich@hillandknowlton.com

CADENCE TO LIST SOLELY ON NASDAQ
UNDER NEW SYMBOL ‘CDNS’

Trading to Commence Oct. 31, 2005

     SAN JOSE, Calif. — Oct. 26, 2005 — Cadence Design Systems, Inc. (NYSE: CDN) (Nasdaq: CDN) today announced that it will list its common stock solely on the NASDAQ National Market and discontinue the company’s dual listing with the NYSE. The stock will cease trading under the symbol CDN on both the NYSE and NASDAQ on Oct. 28, 2005 and begin trading on NASDAQ under the new symbol CDNS at market open Oct. 31, 2005.

     Bill Porter, Cadence® senior vice president and chief financial officer, commented, “Cadence’s experience with being dual listed gave us an opportunity to compare the relative benefits of both marketplaces. After careful analysis, we determined that the NASDAQ electronic trading platform is the preferred marketplace for many of the institutional investors trading Cadence shares.”

     “Cadence and NASDAQ share a vision of using technology to innovate and enable business,” said Bob Greifeld, NASDAQ president and CEO. “Cadence is a natural fit for NASDAQ, the recognized leader in listing industry-defining companies.”

     Mike Fister, president and CEO of Cadence Design Systems, Inc., concluded by observing, “NASDAQ has been a successful platform for many innovative, growing technology companies. We believe that our association with NASDAQ will afford us an opportunity to reinforce our position as a technology and market leader.”

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 and verify advanced semiconductors, printed circuit boards and systems used in consumer electronics, networking and telecommunications equipment, and computer systems. Cadence reported 2004 revenues of approximately $1.2 billion, and has approximately 5,000 employees. The company is headquartered in San Jose, Calif., 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

The statements contained above may include forward looking statements based on 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 uncertainties and other factors, many of which are outside Cadence’s control, including, among others: Cadence’s ability to compete successfully in the design automation product and the commercial electronic design and methodology services industries; the mix of products and services sold and the timing of significant orders for its products; economic uncertainty; fluctuations in rates of exchange between the U.S. dollar and the currencies of other countries in which Cadence does business; and the acquisition of other companies or the failure to successfully integrate those it acquires.
For a detailed discussion of these and other cautionary statements, please refer to the company’s filings with the Securities and Exchange Commission. These include the company’s Annual Report on Form 10-K for the year ended January 1, 2005, and the company’s Quarterly Report on Form 10-Q for the quarter ended July 2, 2005.

Cadence and the Cadence logo are registered trademarks of Cadence Design Systems in the United States and other countries. All other trademarks are the property of their respective owners.