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): February 12, 2013
CADENCE DESIGN SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-15867 | 77-0148231 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 2655 Seely Avenue, Building 5 San Jose, California |
95134 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
| (b) | Donald L. Lucas notified the Board of Directors (the “Board”) of Cadence Design Systems, Inc. (the “Company”) that he is retiring and has tendered his resignation as a member of the Board and any committees thereof, effective as of February 12, 2013. |
| (d) | On February 12, 2013, the Company announced that Young K. Sohn had been elected to the Board. The Board also appointed Mr. Sohn to serve on the Board’s Corporate Governance and Nominating Committee. Mr. Sohn will be compensated for his services and will enter into an indemnification agreement as described in the Company’s definitive proxy statement for its 2012 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 20, 2012. In connection with his appointment, Mr. Sohn received an option grant to purchase 10,000 shares of the Company’s common stock and an award of 7,500 shares of incentive stock pursuant to the Company’s 1995 Directors Stock Incentive Plan, both of which will vest fully on the first anniversary of the grant date, provided that he continuously serves as a member of the Board through that date. |
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit |
Description | |
| 99.01 | Cadence Design Systems, Inc. Press Release dated February 12, 2013. | |
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: February 12, 2013
| CADENCE DESIGN SYSTEMS, INC. | ||
| By: | /s/ James J. Cowie | |
| James J. Cowie | ||
| Senior Vice President, General Counsel and Secretary | ||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.01 | Cadence Design Systems, Inc. Press Release dated February 12, 2013. | |
Exhibit 99.01
Cadence Elects Young K. Sohn to Board of Directors
Donald L. Lucas to retire from Cadence Board
SAN JOSE, Calif. – February 12, 2013 – Cadence Design Systems, Inc. (NASDAQ: CDNS) today announced the election of Young K. Sohn, president and chief strategy officer of Samsung Electronics, to its board of directors. Mr. Sohn brings substantial industry, financial, operational and governance expertise to Cadence through his experience in executive leadership at leading semiconductor firms and advisory roles in investment firms. The Company also announced the retirement of Donald L. Lucas from the board.
“We are pleased and honored to have Young Sohn join our board,” said John B. Shoven, Ph.D., Cadence’s chairman of the board of directors. “Cadence is committed to continuing its leadership role in the development of the next generation of electronics. Young’s broad industry experience and business expertise will be valuable in helping Cadence deliver on this commitment as our customers develop increasingly complex systems based on advanced semiconductors.”
In addition to his position at Samsung Electronics, Sohn also serves as a senior advisor at Silver Lake, a private investment firm, and Inphi Corporation. He previously served as president and chief executive officer of Inphi Corporation from August 2007 to February 2012, and as a director of Inphi Corporation from July 2007 to February 2012. Prior to joining Inphi, Sohn served as president of Agilent Technologies, Inc.’s Semiconductor Group from August 2003 until his retirement in March 2005, as chief executive officer of Oak Technology, Inc. from 1999 until it was acquired by Zoran Corporation in August 2003, and in executive positions at Quantum Corporation from 1992 to 1999, including as co-president and general manager.
Sohn also serves on the board of directors of Cymer, Inc., and he is on the North American Executive Board for the MIT Sloan School of Management.
Donald L. Lucas, who has served as a director of Cadence since the company was formed in 1988 and served as chairman of the board from 1988 to 2004, announced his retirement from the board, effective immediately.
“Don Lucas has played a foundational role in the creation and successful growth of Cadence over more than twenty five years,” said Dr. Shoven. “We are very grateful to him for his vision and leadership and years of service to Cadence and wish him well in his retirement.”
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, hardware, IP, 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 the company, its products, and services is available at www.cadence.com.
Cadence and the Cadence logo are registered trademarks of Cadence Design Systems, Inc. All other trademarks are the property of their respective owners.
For more information, please contact:
Investors and Shareholders
Alan Lindstrom
Cadence Design Systems, Inc.
408-944-7100
investor_relations@cadence.com
Media and Industry Analysts
Anna del Rosario
Cadence Design Systems, Inc.
(408)944-7355
annadr@cadence.com
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