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): August 17, 2005
CADENCE DESIGN SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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1-10606
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77-0148231 |
| (State or Other Jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
| of Incorporation)
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Identification Number) |
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| 2655 Seely Avenue, Building 5
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95134 |
| San Jose, California
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(Zip Code) |
| (Address of Principal Executive Offices) |
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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:
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 1.01. Entry into a Material Definitive Agreement.
On August 17, 2005, Cadence Design Systems, Inc. (“Cadence”) and director Alberto
Sangiovanni-Vincentelli entered into a consulting agreement (the “Consulting Agreement”), effective
as of June 1, 2005. The Consulting Agreement provides for an annual consulting fee of $55,000 and
reimbursement of reasonable costs and expenses incurred in the performance of work under the
Consulting Agreement. Pursuant to the Consulting Agreement, Dr. Sangiovanni-Vincentelli will
provide technical and strategic advice to Cadence’s CEO with respect to potential acquisitions and
organizational and customer relations matters, serve as facilitator in customer and partner
meetings to discuss industry trends, collaboration on technology and business issues, represent
Cadence at industry, technical and government events, and participate in setting the direction of
the Cadence Berkeley Labs and of Cadence’s research partnerships. The Consulting Agreement also
contains confidentiality and non-solicitation provisions in favor of Cadence. A copy of the
Consulting Agreement is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
On August 17, 2005, the Board of Directors of Cadence approved amended annual retainer fees
for non-employee directors and the Chairman of the Board and approved an additional annual retainer
fee for the chairman of the recently created Technology Committee, effective as of August 17, 2005.
All other provisions relating to the compensation of non-employee directors remained unchanged. A
summary of non-employee director cash compensation is attached hereto as Exhibit 10.2 and is
incorporated by reference herein.
Item 5.05. Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On August 17, 2005, the Board of Directors of Cadence amended and restated Cadence’s Code of
Business Conduct (the “Code”), which applies to all Cadence directors, officers and employees,
including Cadence’s Chief Executive Officer and Chief Financial Officer. The Code was amended to
clarify:
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the obligation to comply with applicable laws; |
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the obligation to protect the integrity and confidentiality of assets and
information of Cadence and third parties; |
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how conflicts of interests, or potential conflicts of interests, and corporate
opportunities are to be disclosed and addressed; |
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Cadence’s procurement policy; |
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where to seek guidance and assistance regarding compliance with the Code; and |
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where to report possible misconduct under the Code. |
The Code was also amended to reorganize the provisions of the Code and to add headings and
subheadings to improve the organization of the Code. The amended and restated Code is attached
hereto as Exhibit 14.1 and is incorporated by reference herein. The amended and restated Code is
also posted on the investor relations page of Cadence’s website at www.cadence.com.