SECURITIES AND EXCHANGE COMMISSION
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 12, 2002
CADENCE DESIGN SYSTEMS, INC.
| DELAWARE (State or Other Jurisdiction of Incorporation) |
1-10606 (Commission File Number) |
77-0148231 (IRS Employer Identification No.) |
2655 SEELY AVENUE, BUILDING 5
SAN JOSE, CALIFORNIA 95134
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (408) 943-1234
| Item 7. Financial Statements, Pro Forma and Exhibits. | ||||||||
| Item 9. Regulation FD Disclosure. | ||||||||
| Signature | ||||||||
| EXHIBIT INDEX | ||||||||
| EXHIBIT 99.1 | ||||||||
| EXHIBIT 99.2 | ||||||||
| EXHIBIT 99.3 | ||||||||
| EXHIBIT 99.4 | ||||||||
Item 7. Financial Statements, Pro Forma and Exhibits.
| (a) | Financial Statements of Business Acquired. | |
| Not applicable. | ||
| (b) | Pro Forma Financial Information. | |
| Not applicable. | ||
| (c) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | H. Raymond Bingham Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings. | |
| 99.2 | William Porter Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings. | |
| 99.3 | Certification of the Chief Executive Officer, H. Raymond Bingham, of Cadence Design Systems, Inc., Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002. | |
| 99.4 | Certification of the Chief Financial Officer, William Porter, of Cadence Design Systems, Inc., Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002. |
Item 9. Regulation FD Disclosure.
On November 12, 2002, the Chief Executive Officer, H. Raymond Bingham, and the Chief Financial Officer, William Porter, of Cadence Design Systems, Inc., a Delaware corporation (the “Registrant”), each delivered sworn statements to the Securities and Exchange Commission in accordance with Commission Order No. 4-460 (June 27, 2002) and the published Statement of the Commission Staff (July 29, 2002). A copy of each of these sworn statements is attached hereto as an Exhibit.
On November 12, 2002, each of the Chief Executive Officer, H. Raymond Bingham, and the Chief Financial Officer, William Porter, of Cadence Design Systems, Inc., a Delaware corporation (the “Registrant”), made certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, accompanying the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 28, 2002. A copy of each of these certifications is attached hereto as an Exhibit.
2
Signature
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 as of November 12, 2002
| CADENCE DESIGN SYSTEMS, INC. | ||||
| By: | /s/ William Porter | |||
| William Porter Senior Vice President and Chief Financial Officer |
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | H. Raymond Bingham Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings. | |
| 99.2 | William Porter Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings. | |
| 99.3 | Certification of the Chief Executive Officer, H. Raymond Bingham, of Cadence Design Systems, Inc., Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002. | |
| 99.4 | Certification of the Chief Financial Officer, William Porter, of Cadence Design Systems, Inc., Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002. |