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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): June 13, 2023
CADENCE DESIGN SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware 000-15867 00-0000000
(State or Other Jurisdiction
of Incorporation)		 (Commission File Number) (I.R.S. Employer
Identification No.)
2655 Seely Avenue, 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareCDNSNasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐







Item 8.01 Other Events.

On June 13, 2023, Cadence Design Systems, Inc. (the “Company”) issued a press release announcing its entry into an accelerated share repurchase agreement with HSBC Bank USA, National Association to repurchase an aggregate of $200 million of shares of the Company’s common stock. A copy of the press release is attached hereto as Exhibit 99.01 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.  Description
  
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



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: June 13, 2023
CADENCE DESIGN SYSTEMS, INC.
By: 
/s/ John M. Wall
 
John M. Wall
 
Senior Vice President and Chief Financial Officer



For more information, please contact:
Cadence Investor Relations
408-944-7100
[email protected]


Cadence Announces $200 Million Accelerated Share Repurchase Agreement

SAN JOSE, Calif., June 13, 2023—Cadence Design Systems, Inc. (Nasdaq: CDNS) today announced that it has entered into an accelerated share repurchase (ASR) agreement with HSBC Bank USA, National Association to repurchase an aggregate of $200 million of Cadence common stock.

Under the ASR agreement, Cadence will receive an initial share delivery of approximately 600,000 shares, with the remainder, if any, to be settled in the third quarter of 2023 upon completion of the repurchases. The final number of shares that Cadence will repurchase under the ASR agreement will be based on Cadence’s daily volume-weighted average share prices during the term of the ASR agreement, less a discount.

About Cadence
Cadence is a pivotal leader in electronic systems design, building upon more than 30 years of computational software expertise. The company applies its underlying Intelligent System Design™ strategy to deliver software, hardware and IP that turn design concepts into reality. Cadence customers are the world’s most innovative companies, delivering extraordinary electronic products from chips to boards to complete systems for the most dynamic market applications, including hyperscale computing, 5G communications, automotive, mobile, aerospace, consumer, industrial and healthcare. For nine years in a row, Fortune magazine has named Cadence one of the 100 Best Companies to Work For. Learn more at cadence.com.

Forward-Looking Statements
This document contains forward-looking statements, including statements regarding the timing and amount of shares repurchased under the ASR agreement. Forward-looking statements are based on current expectations and preliminary assumptions that are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking


statements. These forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside Cadence’s control, including, among others: (i) the market price of Cadence common stock during the repurchase period; (ii) the ability of HSBC Bank USA, National Association to buy or borrow shares of Cadence common stock; (iii) the impact of global and regional economic and market conditions, including illiquidity and other risks of instability in the banking and financial services industry; and (iv) corporate and regulatory requirements. For a detailed discussion of other cautionary statements related to Cadence, please refer to Cadence’s filings with the U.S. Securities and Exchange Commission, which include Cadence’s most recent reports on Form 10-K and Form 10-Q, including Cadence’s future filings.
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