8-K

 
                      SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC  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):  JANUARY 3, 1997



                        COOPER & CHYAN TECHNOLOGY, INC.
- --------------------------------------------------------------------------------
            (Exact Name of Registrant as Specified in Its Charter)


                                   DELAWARE
- --------------------------------------------------------------------------------
                (State or Other Jurisdiction of Incorporation)


            0-26750                                  77-049778
            -------                                  ---------
   (Commission File Number)               (IRS Employer Identification No.)



     1601 SOUTH DE ANZA BOULEVARD, CUPERTINO, CALIFORNIA             95014
- --------------------------------------------------------------------------------
     (Address of Principal Executive Offices)                      (Zip Code)



                                (408) 366-6966
- --------------------------------------------------------------------------------
             (Registrant's Telephone Number, Including Area Code)



                                NOT APPLICABLE
- --------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)


This report on Form 8-K consists of 3 sequentially numbered pages.
The exhibit index is located at sequentially numbered page 2.

 
                   INFORMATION TO BE INCLUDED IN THE REPORT
                   ----------------------------------------

ITEM 5:  OTHER EVENTS.

     On January 3, 1996, Cooper & Chyan Technology, Inc. ("CCT") issued a press
release concerning requests for additional information received from the Federal
Trade Commission with respect to CCT's proposed merger with Cadence Design
Systems, Inc.  A copy of the press release is attached as an exhibit to this
report on Form 8-K.

ITEM 7:  FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits.
     ---------

     The following exhibit is filed herewith:

     99.01  Press Release dated January 3, 1997.



                                  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.

                                 COOPER & CHYAN TECHNOLOGY, INC.



Date:  January 6, 1996           By /s/ Robert D. Selvi
                                    -------------------
                                    Robert D. Selvi
                                    Chief Financial Officer


                               INDEX TO EXHIBITS
                               -----------------


 
 Exhibit
  Number            Description of Exhibit
- ----------   ------------------------------------
 
99.01        Press Release dated January 3, 1997.

                                       2

EX-99.01

 
                                                                   Exhibit 99.01
                                                                   -------------

FOR IMMEDIATE RELEASE

For more information, contact:



H. Raymond Bingham                  Robert D. Selvi
Cadence Design Systems, Inc.        Cooper & Chyan Technology, Inc.
408-944-7503                        408-342-5581

           FTC REQUESTS ADDITIONAL INFORMATION ON CADENCE/CCT MERGER

     San Jose and Cupertino, California -- January 3, 1997 -- Cadence Designs
Systems, Inc. (NYSE-CDN) and Cooper & Chyan Technology, Inc. (NASDAQ-CCTI) today
announced that they each have received requests for additional information from
the United Stated Federal Trade Commission with respect to their proposed
merger.  The companies intend to respond promptly to the FTC request.

     The FTC action has the effect of extending the waiting period under the
Hart-Scott-Rodino Act applicable to the transaction until twenty (20) calendar
days after both parties substantially comply with the request for additional
information.

     The proposed transaction is subject to other closing conditions, including
approval by the CCT stockholders.  A meeting of the CCT stockholders to vote on
the proposed Cadence merger is scheduled for January 24, 1997.

     Cadence Design Systems, Inc. provides comprehensive services and technology
for the product development requirements of the world's leading electronics
companies.  The company is headquartered in San Jose, Calif. and traded on the
New York Stock Exchange under the symbol CDN.

     CCT is a leader in fast circuit interconnection software for PCBs, MCMs,
and ICs.  Founded in 1989, it is headquartered in Cupertino, California, and has
operations in North America, Europe and Japan.