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): December 12, 2006

CADENCE DESIGN SYSTEMS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-15867	77-0148231
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of 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

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 (see General Instruction A.2. below):

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 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2

Item 8.01. Other Events.

     On December 12, 2006, Cadence Design Systems, Inc. (“Cadence”) issued a press release relating to a proposed offering of $250 million principal amount of senior convertible notes due 2011 and $250 million principal amount of senior convertible notes due 2013 in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). As required by Rule 135c(d) under the Securities Act, this press release is filed as exhibit 99.1 to this Current Report on Form 8-K.

     On December 12, 2006, Cadence issued a press release announcing that its Board of Directors has authorized the repurchase of up to $500 million of its common stock, effective immediately. This is in addition to the amount remaining under Cadence’s previous repurchase authorization. This press release is filed as Exhibit 99.2 to this Current Report on Form 8-K.

     By virtue of this Current Report on Form 8-K, Cadence disclosed today that an individual filed suit against Cadence and five other companies on November 8, 2006 in the United States District Court for the Eastern District of Texas. The suit alleges that products of Cadence and the other defendants infringe a patent for an electronic simulation and emulation system that is owned by the plaintiff. The plaintiff seeks unspecified damages and attorneys’ fees and costs. Cadence disputes the plaintiff’s claims and intends to defend the lawsuit vigorously.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits

Exhibit	Description
99.1	Press release dated December 12, 2006 regarding the offering of senior convertible notes.
99.2	Press release dated December 12, 2006 regarding common stock repurchase authorization.

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: December 12, 2006

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

EXHIBIT INDEX

Exhibit	Description
99.1	Press release dated December 12, 2006 regarding the offering of senior convertible notes.
99.2	Press release dated December 12, 2006 regarding common stock repurchase authorization.

EX-99.1

Exhibit 99.1

For more information, please contact:
Jennifer Jordan	Adolph Hunter
Investors and Shareholders	Media and Industry Analysts
Cadence Design Systems, Inc.	Cadence Design Systems, Inc.
408.944.7100	408.914.6016
investor_relations@cadence.com	publicrelations@cadence.com

CADENCE DESIGN SYSTEMS ANNOUNCES INTENTION TO OFFER $500 MILLION SENIOR CONVERTIBLE NOTES

     SAN JOSE, Calif., December 12, 2006 — Cadence Design Systems, Inc. (NASDAQ: CDNS) today announced its intention to commence an offering, subject to market and other conditions, of $250 million principal amount of convertible senior notes due 2011 and $250 million principal amount of convertible senior notes due 2013, in each case to be offered and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. For each series of notes, the interest rate, conversion rate, and other terms of the notes are to be determined by negotiations among Cadence and the initial purchasers of the notes. Cadence also intends to enter into separate warrant transactions with one or more of the initial purchasers of the notes and/or their affiliates and anticipates that the warrants will have an exercise price that is approximately 75 percent higher than the closing price of Cadence’s common stock on the date the warrants are issued.

     Cadence intends to use up to approximately $200 million of the net proceeds of this offering to repurchase a portion of its zero coupon zero yield senior convertible notes due 2023 and a portion of the net proceeds to fund the cost of the convertible note hedge transactions described below. Cadence intends to use the remainder of the proceeds from the sale of the 2011 and 2013 notes to purchase shares of its common stock concurrently with, and possibly after, pricing of the notes. These repurchases will be made pursuant to Cadence’s stock repurchase programs.

     Cadence intends to enter into convertible note hedge transactions in its common stock with one or more of the initial purchasers of the 2011 and 2013 notes and/or their affiliates, in order to limit potential dilution from conversion of the notes.

     In connection with the convertible note hedge transactions and the separate warrant transactions, the initial purchasers (or affiliates thereof) that will be parties to those transactions have advised Cadence that they expect to enter into various derivative transactions with respect to Cadence common stock and/or purchase Cadence common stock in secondary market transactions concurrently with or shortly after the pricing of the notes, and may enter into or unwind various derivative transactions with respect to Cadence common stock and/or purchase or sell 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 2011 and 2013 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.

     The matters discussed in this release include 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 2011 and 2013 notes or consummate the offering, enter into the convertible note hedge transactions or the separate warrant transactions, 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 is providing this information as of the date of this news release and assumes no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this press release.

2

EX-99.2

Exhibit 99.2

For more information, please contact:
Jennifer Jordan	Adolph Hunter
Investors and Shareholders	Media and Industry Analysts
Cadence Design Systems, Inc.	Cadence Design Systems, Inc.
408.944.7100	408.914.6016
investor_relations@cadence.com	publicrelations@cadence.com

CADENCE DESIGN SYSTEMS ANNOUNCES AUTHORIZATION OF $500 MILLION STOCK REPURCHASE

     San Jose, Calif., December 12, 2006 — Cadence Design Systems, Inc. (NASDAQ: CDNS) today announced that its Board of Directors has approved an authorization to repurchase up to $500 million of its common stock, effective immediately. This is in addition to the approximately $153 million remaining from Cadence’s previous stock repurchase authorization.

     Share repurchases under this authorization may be made in the open market or in privately negotiated transactions. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements and other market conditions.

     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, consumer electronics, networking and telecommunications equipment, and computer systems. Cadence reported 2005 revenues of approximately $1.3 billion, and has approximately 5,200 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