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): November 16, 2017

 

 

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, Building 5

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))

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 16, 2017, Cadence Design Systems, Inc. (“Cadence”) announced that Anirudh Devgan has been appointed President of Cadence, effective November 16, 2017. Lip-Bu Tan, Cadence’s current President and Chief Executive Officer, resigned from his position as President of Cadence effective immediately prior to Mr. Devgan’s appointment. Mr. Tan will continue to serve as Chief Executive Officer and a director of Cadence.

Mr. Devgan, age 48, has held several positions at Cadence since May 2012, including his current role as Executive Vice President, Research and Development since March 2017, Senior Vice President, Research and Development from November 2013 to March 2017, and Corporate Vice President, Research and Development from May 2012 to November 2013. Prior to joining Cadence, from May 2005 to March 2012, Mr. Devgan served as Corporate Vice President and General Manager of the Custom Design Business Unit at Magma Design Automation, Inc., a chip design software company.

On November 16, 2017, Cadence and Mr. Devgan entered into a First Amendment (the “Amendment”) to the March 16, 2015 employment agreement with Mr. Devgan, which was previously filed as Exhibit 10.01 to Cadence’s quarterly report on Form 10-Q for the quarter ended March 31, 2015 (the “Original Agreement”). Pursuant to the Amendment, Mr. Devgan’s annualized base salary has been increased to $500,000 and he is eligible to earn an incentive bonus targeted at 100% of his annualized base salary in accordance with Cadence’s Senior Executive Bonus Plan.

The Amendment also amends the Original Agreement to provide that the lump-sum severance payment that may be payable to Mr. Devgan 30 days following the one-year anniversary of his “Transition Commencement Date” (as defined in the Original Agreement) be increased to (i) 100% of his annual base salary where there is no “Change in Control” (as defined in the Original Agreement), and (ii) 150% of his annual base salary in connection with a “Change in Control,” in each case subject to the other terms and conditions of the Original Agreement, as amended by the Amendment.

Except as amended by the Amendment, the Original Agreement remains in effect and Mr. Devgan’s employment at Cadence will continue to be on an “at will” basis, and he will continue to participate in the benefit programs available to executives of Cadence.

The foregoing summary does not purport to be complete and is qualified in its entirety by the Original Agreement, filed as Exhibit 10.01 to Cadence’s quarterly report on Form 10-Q for the quarter ended March 31, 2015, as amended by the Amendment, filed as Exhibit 10.01 hereto, which amendment is incorporated herein by reference.

In connection with his promotion, Mr. Devgan will be required to relocate to Cadence’s San Jose headquarters and, to assist with such relocation, Mr. Devgan will be offered a monthly allowance of $18,000 for temporary living quarters for up to ten continuous months or until the completion of his relocation, whichever is sooner, and will be reimbursed for up to $40,000 in moving expenses.

In addition, the Compensation Committee of Cadence’s Board of Directors approved an incentive stock award to Mr. Devgan, effective as of November 14, 2017 (the “Grant Date”), with a Grant Date value of approximately $2,000,000 and vesting subject to the achievement of a performance objective. If such objective is achieved, 1/6 th of the shares underlying the award will vest approximately every six months over three years.

There are no arrangements or understandings between Mr. Devgan and any other person pursuant to which he was appointed as President of Cadence. Mr. Devgan does not have any family relationship with any director or other executive officer of Cadence, and there are no transactions in which Mr. Devgan has an interest requiring disclosure under Item 404(a) of Regulation of S-K.


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.
  

Description

10.01    First Amendment to Employment Agreement, effective November 16, 2017, between Cadence Design Systems, Inc. and Anirudh Devgan.
99.01    Press Release issued by Cadence Design Systems, Inc. on November 16, 2017.


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: November 16, 2017

 

CADENCE DESIGN SYSTEMS, INC.
By:  

/s/ James J. Cowie

  James J. Cowie
  Senior Vice President, General Counsel and Secretary

E XHIBIT 10.01

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT WITH ANIRUDH DEVGAN

THIS FIRST AMENDMENT (this “ First Amendment ”) to the Employment Agreement (as defined below) is made and entered into effective November 16, 2017 by and between Cadence Design Systems, Inc. (the “ Company ”) and ANIRUDH DEVGAN (“ Executive ”).

WITNESSETH

WHEREAS, the Company and Executive are parties to that certain Employment Agreement effective March 16, 2015 (the “ Employment Agreement ”) pursuant to which Executive is employed by the Company;

WHEREAS, the Company and Executive desire to amend the Employment Agreement in connection with Executive’s promotion to President and relocation to the Company’s headquarters office in San Jose, California; and

WHEREAS, all terms capitalized but not defined herein shall have the meanings ascribed to them in the Employment Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties hereto hereby agree as follows:

1. Effective as of the date hereof, the Employment Agreement is hereby amended as follows:

a. Each of sections 1.2(a) and 4.3(a) of the Employment Agreement and clause 1 of the form of Executive Transition and Release Agreement attached as Exhibit A to the Employment Agreement are hereby amended by replacing the words “Senior Vice President of Research and Development” with “President”.

b. The Executive’s Base Salary provided pursuant to section 2.1 of the Employment Agreement shall be Five Hundred Thousand Dollars ($500,000) per year.

c. The Executive’s annual Target Bonus provided pursuant to section 2.2 of the Employment Agreement shall be one hundred percent (100%) of Executive’s Base Salary, and shall continue to be governed by the terms of the Bonus Plan and any guidelines thereunder.

d. Executive has committed to relocate to Company headquarters in San Jose, California by October 2018 and, therefore, section 4.3(c) of the Employment Agreement is hereby amended by replacing the word “Austin” with “San Jose”. In addition, the reference to the “Austin Office” in section 1.4 of the Employment Agreement is hereby deleted.

e. Section 4.5(a)(2) of the Employment Agreement is hereby amended by replacing the words and figures “thirty-seven and one-half percent (37.5%)” with “fifty percent (50%)”.

 

-1-


f. Clause 6(a)(i) of the form of Executive Transition and Release Agreement attached as Exhibit A to the Employment Agreement is hereby amended by replacing the figure “75%” with the figure “100%”.

2. Each of the parties hereto hereby confirms that the Employment Agreement, except as expressly amended by this First Amendment, remains in full force and effect.

3. This First Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

4. This First Amendment shall be governed by the laws of the State of California, without regard to its conflicts of laws principles.

IN WITNESS WHEREOF, the parties have executed this FIRST AMENDMENT on this 16 th day of November, 2017, to be effective as set forth above.

 

CADENCE DESIGN SYSTEMS, INC.     EXECUTIVE
By:  

/s/ Christina Jones

   

/s/ Anirudh Devgan

      Anirudh Devgan
Name:   Christina Jones    
Title:  

Senior Vice President

Global Human Resources

   

 

-2-

E XHIBIT 99.01

For more information, please contact:

Investor relations

Alan Lindstrom

Cadence Design Systems, Inc.

408-944-7100

investor_relations@cadence.com

Media relations

Craig Cochran

Cadence Design Systems, Inc.

408-944-7039

newsroom@cadence.com

Cadence Appoints Anirudh Devgan as President

SAN JOSE, Calif., Nov 16, 2017— Cadence Design Systems, Inc. (NASDAQ: CDNS) today announced that Anirudh Devgan, executive vice president and general manager of the Digital & Signoff Group and the System & Verification Group, has been appointed president of Cadence, effective immediately.

Dr. Devgan will report to Lip-Bu Tan, Cadence chief executive officer. Together, they will further the company’s System Design Enablement strategy by accelerating the momentum in the core electronic design automation (EDA) business and delivering to the expanding needs of its growing customer base.

As Cadence’s President, Dr. Devgan will oversee Cadence’s EDA products, including the digital implementation and signoff, functional verification, custom IC design, PCB and packaging businesses. Additionally, he will be responsible for the corporate strategy, marketing and business development functions.

“This is an exciting time for Cadence, and Anirudh will play a key leadership role as we capture opportunities that are being driven by groundbreaking trends in high performance and edge computing, automotive electronics and machine learning, among others,” said Lip-Bu Tan, CEO of Cadence. “Anirudh is a visionary and an innovator and a strong team leader with broad operational experience. Both Cadence and its customers will benefit from his enhanced role. I am delighted to partner with him to further our System Design Enablement strategy by accelerating the strong momentum in our existing businesses and by expanding into new areas. The Cadence Board and management team join me in congratulating Anirudh on his promotion.”

“It is an honor to step into the role of president as Cadence continues to execute well across all areas of our business,” said Anirudh Devgan. “I look forward to working closely with Lip-Bu and my talented colleagues to accelerate our momentum and drive further growth.”

Anirudh Devgan is a 25-year industry veteran. Prior to joining Cadence in 2012, he was at Magma Design Automation, Inc. for seven years where he was general manager of the Custom Design Business Unit. He also spent 12 years at IBM in a variety of technical and management roles. He received numerous awards there, including the IBM Outstanding Innovation award. Dr. Devgan is an IEEE Fellow and has numerous research papers and patents. He received a Bachelor of Technology degree in electrical engineering from the Indian Institute of Technology, Delhi, and M.S. and Ph.D. degrees in electrical and computer engineering from Carnegie Mellon University.


About Cadence

Cadence enables electronic systems and semiconductor companies to create the innovative end products that are transforming the way people live, work and play. Cadence software, hardware and semiconductor IP are used by customers to deliver products to market faster. The company’s System Design Enablement strategy helps customers develop differentiated products—from chips to boards to systems—in mobile, consumer, cloud datacenter, automotive, aerospace, IoT, industrial and other market segments. Cadence is listed as one of Fortune Magazine’s 100 Best Companies to Work For. Learn more at www.cadence.com .

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