S-8

As filed with the Securities and Exchange Commission on October 25, 2012

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CADENCE DESIGN SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 77-0148231 (I.R.S. Employer Identification No.)

2655 Seely Avenue, Building 5

San Jose, California 95134

(Address of Principal Executive Offices) (Zip Code)             

1995 Directors Stock Incentive Plan

(formerly the “1995 Directors Stock Option Plan”)

(Full title of the plan)

James J. Cowie, Esq.

Senior Vice President, General Counsel and Secretary

Cadence Design Systems, Inc.

2655 Seely Avenue, Building 5

San Jose, California 95134

(Name and address of agent for service)

(408) 943-1234

(Telephone number, including area code, of agent for service)

Copy to:

Stewart L. McDowell, Esq.

Gibson, Dunn & Crutcher LLP

555 Mission Street, Suite 3000

San Francisco, California 94105

(415) 393-8200

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee (2)
Common Stock, par value $0.01 per share	500,000 shares (3)	$12.28	$6,140,000.00	$837.50

(1) This Registration Statement shall also cover any additional shares of common stock which become issuable under the 1995 Directors Stock Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Cadence Design Systems, Inc. (the “Registrant”) common stock.

(2) Calculated solely for purposes of calculating the amount of the registration fee under Rules 457(c) and (h) of the Securities Act of 1933, as amended. The price per share and aggregate offering price are based upon the average of the high and low prices of common stock of the Registrant on October 23, 2012, as reported on the NASDAQ Global Select Market.

(3) Represents 500,000 additional shares of common stock authorized to be issued under the Plan. Shares available for issuance under the Plan were previously registered on a Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 7, 2003 (Registration No. 333-103657), May 22, 2003 (Registration No. 333-105481) and March 28, 2006 (Registration No. 333-132754).

NOTE

REGISTRATION OF ADDITIONAL SHARES AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8

This Registration Statement on Form S-8 is filed by Cadence Design Systems, Inc., a Delaware corporation (the “Registrant”), relating to 500,000 shares of its common stock, par value $0.01 per share (the “Common Stock”), issuable to each director of the Registrant who is not otherwise at the time of grant an employee of the Registrant and its affiliates under the Registrant’s 1995 Directors Stock Incentive Plan (the “Plan”). On March 7, 2003, May 22, 2003 and March 28, 2006, the Registrant filed with the Securities and Exchange Commission Registration Statements on Form S-8 (Registration Nos. 333-103657, 333-105481 and 333-132754, respectively) (together, the “Prior Registration Statements”), relating to shares of Common Stock issuable to eligible directors of the Registrant and its affiliates under the Plan. The Prior Registration Statements are currently effective. This Registration Statement relates to securities of the same class as those to which the Prior Registration Statements relate and is submitted in accordance with Section E of the General Instructions to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of the General Instructions to Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit Number	Exhibit Description
5.01	Opinion and consent of Gibson, Dunn & Crutcher LLP.
23.01	Consent of Independent Registered Public Accounting Firm.
23.02	Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.01).
24.01	Power of Attorney (included on the signature page to this Registration Statement on Form S-8).
99.01	The Registrant’s 1995 Directors Stock Incentive Plan (incorporated by reference as Exhibit 10.01 to the Registrant’s Quarterly Report on Form 10-Q filed on July 26, 2012).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of San Jose, state of California, on this 25th day of October, 2012.

CADENCE DESIGN SYSTEMS, INC.
By:	/s/ Lip-Bu Tan
	Lip-Bu Tan
	President, Chief Executive Officer and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Lip-Bu Tan, Geoffrey G. Ribar and James J. Cowie, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Lip-Bu Tan Lip-Bu Tan	President, Chief Executive Officer and Director (Principal Executive Officer)	October 25, 2012
/s/ Geoffrey G. Ribar Geoffrey G. Ribar	Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	October 25, 2012
/s/ Dr. John B. Shoven Dr. John B. Shoven	Chairman of the Board of Directors	October 25, 2012
/s/ Susan L. Bostrom Susan L. Bostrom	Director	October 25, 2012
/s/ Donald L. Lucas Donald L. Lucas	Director	October 25, 2012
/s/ Dr. James D. Plummer Dr. James D. Plummer	Director	October 25, 2012
/s/ Dr. Alberto Sangiovanni-Vincentelli Dr. Alberto Sangiovanni-Vincentelli	Director	October 25, 2012
/s/ George M. Scalise George M. Scalise	Director	October 25, 2012
/s/ Roger S. Siboni Roger S. Siboni	Director	October 25, 2012

EXHIBIT INDEX

Exhibit Number	Exhibit Description
5.01	Opinion and consent of Gibson, Dunn & Crutcher LLP.
23.01	Consent of Independent Registered Public Accounting Firm.
23.02	Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.01).
24.01	Power of Attorney (included on the signature page to this Registration Statement on Form S-8).
99.01	The Registrant’s 1995 Directors Stock Incentive Plan (incorporated by reference as Exhibit 10.01 to the Registrant’s Quarterly Report on Form 10-Q filed on July 26, 2012).

EX-5.01

Exhibit 5.01

October 25, 2012

(415) 393-8200

Cadence Design Systems, Inc.

2655 Seely Avenue, Building 5

San Jose, CA 95134

Re: Cadence Design Systems, Inc.

Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”), of Cadence Design Systems, Inc., a Delaware corporation (the “Company”), to be filed with the Securities and Exchange Commission (the “Commission”) on October 25, 2012 pursuant to the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 500,000 additional shares of the Company’s common stock, par value $0.01 (the “Shares”). The Shares subject to the Registration Statement are to be issued under the 1995 Directors Stock Incentive Plan (the “Plan”).

We have examined the originals, or photostatic or certified copies, of such records of the Company and certificates of officers of the Company and of public officials and such other documents as we have deemed relevant and necessary as the basis for the opinions set forth below. In our examination, we have assumed the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

Based upon the foregoing examination and in reliance thereon, and subject to the assumptions stated and in reliance on statements of fact contained in the documents that we have examined, we are of the opinion that the Shares, when issued and sold in accordance with the terms set forth in the Plan and against payment therefor, and when the Registration Statement has become effective under the Securities Act, will be validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

/s/ Gibson, Dunn & Crutcher, LLP

EX-23.01

Exhibit 23.01

The Board of Directors

Cadence Design Systems, Inc.:

We consent to the use of our reports dated February 23, 2012, with respect to the consolidated balance sheets of Cadence Design Systems, Inc. and subsidiaries as of December 31, 2011 and January 1, 2011, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2011, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of December 31, 2011, incorporated herein by reference.

/s/ KPMG LLP

Santa Clara, California

October 25, 2012