As filed with the Securities and Exchange Commission on October 29, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CADENCE DESIGN SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
00-0000000
(I.R.S. Employer Identification No.)
2655 Seely Avenue, Building 5
San Jose, California 95134 
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated Employee Stock Purchase Plan
(Full title of the plan)
Karna Nisewaner
Senior Vice President, General Counsel and Corporate Secretary
Cadence Design Systems, Inc.
2655 Seely Avenue, Building 5
San Jose, California 95134 
(Name and address of agent for service)
(408) 943-1234 
(Telephone number, including area code, of agent for service)
Copy to:
Mark M. Bekheit
Tad J. Freese
Kathleen M. Wells
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
(650) 328-4600
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
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 7(a)(2)(B) of the Securities Act. ☐



EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by Cadence Design Systems, Inc., a Delaware corporation (the “Registrant”), for the purpose of registering an additional 3,500,000 shares of its common stock, par value $0.01 per share (the “Common Stock”), to be issued to eligible employees of the Registrant and its affiliates pursuant to the Registrant’s Amended and Restated Employee Stock Purchase Plan (the “ESPP”). These additional shares of Common Stock are additional securities of the same class as other securities relating to the ESPP for which registration statements on Form S-8 (File Nos. 333-34599, 333-65116, 333-101693, 333-116681, 333-135003, 333-150948, 333-159486, 333-188449 and 333-226293) are effective. In accordance with Section E of the General Instructions to Form S-8, the contents of the above-referenced prior registration statements are incorporated into this Registration Statement by reference to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.     Incorporation of Documents by Reference 
(a)The following documents filed by the Registrant with the Securities and Exchange Commission (the “SEC”) are incorporated by reference in this Registration Statement to the extent not replaced hereby: The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, which includes audited financial statements for the Registrant’s latest fiscal year, filed with the SEC on February 14, 2024;
(b)All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and
(c)The description of the Registrant’s Common Stock contained in Exhibit 4.4 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 14, 2024, including any amendment or report filed for the purpose of updating such description.
In addition, all documents that the Company subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this Registration Statement, prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Notwithstanding the foregoing, the Registrant is not incorporating by reference any documents, portions of documents, exhibits or other information that is deemed to have been “furnished” to, rather than “filed” with, the SEC.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8.    Exhibits
Exhibit
Number		DescriptionIncorporated By Reference
FormFile No.Exhibit
No.		Filing DateProvided
Herewith
4.1
8-K
000-15867
3.1
5/6/2024




(P)     Paper exhibit.




SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on this 29th day of October, 2024.  
CADENCE DESIGN SYSTEMS, INC.
By:
/s/ Anirudh Devgan
Anirudh Devgan
President and Chief Executive Officer

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Anirudh Devgan, John M. Wall and Karna Nisewaner, and each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
/s/ Anirudh Devgan
President, Chief Executive Officer and Director
(Principal Executive Officer)
October 29, 2024
Anirudh Devgan



/s/ John M. Wall
Senior Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
October 29, 2024
John M. Wall



/s/ Mary Louise Krakauer
Chair of the Board of Directors
October 29, 2024
Mary Louise Krakauer




/s/ Mark W. Adams
Director
October 29, 2024
Mark W. Adams



/s/ Ita Brennan
Director
October 29, 2024
Ita Brennan



/s/ Lewis Chew
Director
October 29, 2024
Lewis Chew



/s/ Julia Liuson
Director
October 29, 2024
Julia Liuson



/s/ James D. Plummer
Director
October 29, 2024
James D. Plummer



/s/ Alberto Sangiovanni-Vincentelli
Director
October 29, 2024
Alberto Sangiovanni-Vincentelli



/s/ Young K. Sohn
Director
October 29, 2024
Young K. Sohn






0000813672EX-FILING FEESxbrli:sharesiso4217:USDxbrli:pure00008136722024-10-292024-10-29000081367212024-10-292024-10-29

Exhibit 107.1
Calculation of Filing Fee Table

Form S-8
(Form Type)

Cadence Design Systems, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security TypeSecurity Class TitleFee Calculation RuleAmount Registered (1)Proposed Maximum Offering Price Per ShareMaximum Aggregate Offering PriceFee RateAmount of Registration Fee
Equity
Common Stock, $0.01 par value per share
457(c) and 457(h)
3,500,000.00 (2)
$249.08 (3)
$871,780,000
$153.10 per $1,000,000
$133,469.52
Total Offering Amounts
$871,780,000
$133,469.52
Total Fee Offsets (4)
$—
Net Fee Due
$133,469.52

(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Registrant’s Amended and Restated Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.
(2)Represents 3,500,000 shares of the Registrant’s common stock available for future issuance under the ESPP.
(3)Pursuant to Rules 457(c) and 457(h) under the Securities Act, the proposed maximum offering price per share is estimated solely for the purpose of calculating the registration fee and is based upon the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Global Select Market on October 23, 2024, which date is within five business days prior to filing this registration statement.
(4)The Registrant does not have any fee offsets.





140 Scott Drive
Menlo Park, California 94025
Tel: +1.650.328.4600 Fax: +1.650.463.2600
www.lw.com
lathama.jpg
FIRM / AFFILIATE OFFICES
AustinMilan
BeijingMunich
BostonNew York
BrusselsOrange County
Century City    Paris
ChicagoRiyadh
DubaiSan Diego
DüsseldorfSan Francisco
FrankfurtSeoul
HamburgSilicon Valley
Hong KongSingapore
HoustonTel Aviv
LondonTokyo
Los AngelesWashington, D.C.
Madrid


October 29, 2024




Cadence Design Systems, Inc.
2655 Seely Avenue, Building 5
San Jose, California 95134


Re: Registration Statement on Form S-8: 3,500,000 shares of common stock, par value $0.01 per share

To the addressee set forth above:
We have acted as special counsel to Cadence Design Systems, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of an aggregate of 3,500,000 shares of common stock of the Company, par value $0.01 per share (the “Shares”), issuable pursuant to the Company’s Amended and Restated Employee Stock Purchase Plan (the “ESPP”).
The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on October 29, 2024 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by and pursuant to the ESPP, and assuming in each case that the individual


October 29, 2024
Page 2
image_0a.jpg
issuances under the ESPP are duly authorized by all necessary corporate action of the Company and duly issued in accordance with the requirements of law and the ESPP (and the agreements duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Sincerely,

/s/ Latham & Watkins LLP






CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Cadence Design Systems, Inc. of our report dated February 13, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Cadence Design Systems, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023.

/s/ PricewaterhouseCoopers LLP

San Jose, California
October 29, 2024


v3.24.3
Submission
Oct. 29, 2024
Submission [Line Items]  
Central Index Key 0000813672
Registrant Name Cadence Design Systems, Inc.
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.24.3
Offerings - Offering: 1
Oct. 29, 2024
USD ($)
shares
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, $0.01 par value per share
Amount Registered | shares 3,500,000
Proposed Maximum Offering Price per Unit 249.08
Maximum Aggregate Offering Price $ 871,780,000
Fee Rate 0.01531%
Amount of Registration Fee $ 133,469.52
Offering Note
(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Registrant’s Amended and Restated Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.
(2)Represents 3,500,000 shares of the Registrant’s common stock available for future issuance under the ESPP.
(3)Pursuant to Rules 457(c) and 457(h) under the Securities Act, the proposed maximum offering price per share is estimated solely for the purpose of calculating the registration fee and is based upon the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Global Select Market on October 23, 2024, which date is within five business days prior to filing this registration statement.
(4)The Registrant does not have any fee offsets.
v3.24.3
Fees Summary
Oct. 29, 2024
USD ($)
Fees Summary [Line Items]  
Total Offering $ 871,780,000
Total Fee Amount 133,469.52
Total Offset Amount 0
Net Fee $ 133,469.52
Cadence Design Systems (NASDAQ:CDNS)
Historical Stock Chart
From Oct 2024 to Nov 2024 Click Here for more Cadence Design Systems Charts.
Cadence Design Systems (NASDAQ:CDNS)
Historical Stock Chart
From Nov 2023 to Nov 2024 Click Here for more Cadence Design Systems Charts.