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): November 18, 2008

CADENCE DESIGN SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction
of Incorporation) 000-15867
(Commission File Number) 77-0148231
(I.R.S. Employer
Identification No.)

2655 Seely Avenue, Building 5 San Jose, California	95134 (Zip Code)
(Address of Principal Executive Offices)

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

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))

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

On November 18, 2008, Cadence Design Systems, Inc. (“Cadence”) received a letter from The NASDAQ Stock Market (“Nasdaq”) indicating that Cadence is not in compliance with the filing requirements under Nasdaq Marketplace Rule 4310(c)(14) because Cadence did not timely file its Quarterly Report on Form 10-Q for the quarter ended September 27, 2008 (“Form 10-Q”).

The delay in the filing of the Form 10-Q is related to the previously announced investigation being conducted by the Audit Committee of Cadence’s Board of Directors and its independent counsel. Cadence will file the Form 10-Q as soon as practicable.

The Nasdaq letter also stated that Cadence may submit a plan to regain compliance no later than January 19, 2009.

A copy of the press release announcing the receipt of the letter from Nasdaq is attached hereto as Exhibit 99.01 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.01	Press Release issued by Cadence Design Systems, Inc. on November 24, 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.

Dated: November 24, 2008

CADENCE DESIGN SYSTEMS, INC.
By:	/s/ James J. Cowie
	James J. Cowie
	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.01	Press Release issued by Cadence Design Systems, Inc. on November 24, 2008.

EX-99.01

Exhibit 99.01

For more information, please contact:

Investors and Shareholders
Jennifer Jordan
Cadence Design Systems, Inc.
408-944-7100
investor_relations@cadence.com

Media and Industry Analysts
Adolph Hunter
Cadence Design Systems, Inc.
408-914-6016
publicrelations@cadence.com

Cadence Receives Notice from NASDAQ due to Delay in Filing its

Quarterly Report on Form 10-Q

SAN JOSE, Calif.— Nov. 24, 2008—Cadence Design Systems, Inc. (NASDAQ: CDNS) today announced that it received a letter from The NASDAQ Stock Market on November 18, 2008 indicating that the company is not in compliance with the filing requirements under NASDAQ Marketplace Rule 4310(c)(14) because it did not timely file its Quarterly Report on Form 10-Q for the quarter ended September 27, 2008 with the Securities and Exchange Commission.

The delay in the filing of the Quarterly Report on Form 10-Q for the quarter ended September 27, 2008 is related to the previously announced investigation being conducted by the Audit Committee of Cadence’s Board of Directors and its independent counsel. Cadence will file the Quarterly Report on Form 10-Q for the quarter ended September 27, 2008 as soon as practicable.

The NASDAQ letter also stated that Cadence may submit a plan to regain compliance no later than January 19, 2009. If Cadence has not previously filed its Quarterly Report on Form 10-Q for the quarter ended September 27, 2008, then prior to the January 19, 2009 deadline, Cadence will file a compliance plan with NASDAQ. Following a review of such compliance plan, the NASDAQ staff may grant Cadence an extension of time to regain compliance. During this time, and through the extension period which may be granted to Cadence by the NASDAQ staff, Cadence’s securities will continue to be listed on The NASDAQ Global Select Market.

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. 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 Cadence and its products and services is available at www.cadence.com.

Cadence is a registered trademark and the Cadence logo is a trademark of Cadence Design Systems, Inc. All other trademarks are the property of their respective owners.

The statements contained above regarding the timing of the filing of the Quarterly Report on Form 10-Q and the previously announced investigation 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 risks, uncertainties and other factors, many of which are outside Cadence’s control including but not limited to: (i) the effects of Cadence’s previously announced restructuring and management changes on Cadence’s business, including its ability to retain key employees; (ii) the outcome of the previously announced investigation being conducted by the audit committee; and (iii) the effects of any litigation or other proceedings to which Cadence is or may become a party.

For a detailed discussion of these and other cautionary statements, please refer to the company’s filings with the Securities and Exchange Commission, including the company’s Annual Report on Form 10-K for the year ended December 29, 2007 and the risk factors section of the company’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2008.

# # #