SEC Company Response from CADENCE DESIGN SYSTEMS (CDNS) — Jul 25, 2008
CADENCE DESIGN SYSTEMS INC
Date: July 25, 2008 · CIK: 0000813672 · Accession: 0000950134-08-013347
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-10606
Referenced dates: July 21, 2008
Letter
VIA EDGAR, FACSIMILE AND MESSENGER Division of Corporation Finance United States Securities and Exchange Commission Form 10-K for the Fiscal Year Ended December 29, 2007 Filed February 26, 2008 Definitive Proxy Statement Filed March 25, 2008 File No. 001-10606
Dear Ms. Collins and Mr. Gilmore:
On behalf of Cadence Design Systems, Inc., a Delaware corporation (“Cadence”), by this letter I am responding to the comments of the Staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) in the letter dated July 21, 2008 (the “Comment Letter”), relating to (i) Cadence’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007 (the “2007 Form 10-K”) and (ii) Cadence’s Definitive Proxy Statement filed March 25, 2008 (the “Proxy Statement”). For ease of reference, the headings and numbered paragraph below correspond to the headings and numbered comment in the Comment Letter. Cadence’s response is set forth in ordinary type beneath the corresponding Staff comment from the Comment Letter appearing in bold type.
Kathleen Collins
Patrick Gilmore
Securities and Exchange Commission
July 25, 2008
Page 2
This letter is being filed with the SEC on EDGAR supplementally as correspondence and a complete copy of this letter in paper format is also being forwarded by courier.
Definitive Proxy Statement filed March 25, 2008
Compensation Discussion Analysis
Annual Cash Incentive Compensation, page 27
1.
We note your response to comment 7. In your response, you do not state whether the target bonuses established for your named executive officers for 2007 differed from the target bonuses specified in the officers’ employment agreements. Please tell us if the target bonuses for your officers for 2007 were those set forth in their employments agreements or whether the targets were modified by the compensation committee. If the latter, please tell us what the target bonuses were for 2007 and the specific factors the compensation committee considered in determining to modify the target bonuses from those set forth in the employment agreements. Please also confirm that you will include a similar discussion in future periods in which the target bonuses are modified from the disclosed figures.
As set forth on page 27 of the Proxy Statement, the Compensation Committee reviewed the target bonus amounts for Cadence’s named executive officers in February 2007 and did not make any changes for 2007. Accordingly, the target bonuses for Cadence’s named executive officers for 2007 were those set forth in their respective employment agreements, with the exception of the target bonus for Mr. William Porter, which was increased by the Compensation Committee most recently in 2006 as described on page 34 of the Proxy Statement. Mr. Porter’s target bonus was not further amended for 2007. In future filings, Cadence will include such disclosure in periods in which the target bonuses for the named executive officers are modified by the Compensation Committee from the disclosed figures, including factors the Compensation Committee considered in determining to modify any target bonus.
******************
Kathleen Collins
Patrick Gilmore
Securities and Exchange Commission
July 25, 2008
Page 3
As always, Cadence is available to discuss further its responses to the Staff’s comments. Cadence is planning to file its Quarterly Report on Form 10-Q for the second quarter of 2008 on or about July 29, 2008. Accordingly, Cadence respectfully requests that the Staff complete its review of this response letter as soon as practicable.
If you have any questions or comments regarding the foregoing, please do not hesitate to call me at (415) 393-8322.
Sincerely,
/s/ Stewart L. McDowell
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[GIBSON, DUNN & CRUTCHER LLP LETTERHEAD]
July 25, 2008
(415) 393-8322
C 18861-00008
(415) 374-8461
VIA
EDGAR, FACSIMILE AND MESSENGER
Kathleen Collins, Accounting Branch Chief
Patrick Gilmore, Senior Staff Accountant
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Mail Stop 4561
Washington, D.C. 20549
Re:
Cadence Design Systems, Inc.
Form 10-K for the Fiscal Year Ended December 29, 2007
Filed February 26, 2008
Definitive Proxy Statement Filed March 25, 2008
File No. 001-10606
Dear Ms. Collins and Mr. Gilmore:
On behalf of Cadence Design Systems, Inc., a Delaware corporation (“Cadence”), by this letter
I am responding to the comments of the Staff (the “Staff”) of the Securities and Exchange
Commission (the “SEC”) in the letter dated July 21, 2008 (the “Comment Letter”), relating to (i)
Cadence’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007 (the “2007 Form
10-K”) and (ii) Cadence’s Definitive Proxy Statement filed March 25, 2008 (the “Proxy Statement”).
For ease of reference, the headings and numbered paragraph below correspond to the headings and
numbered comment in the Comment Letter. Cadence’s response is set forth in ordinary type beneath
the corresponding Staff comment from the Comment Letter appearing in bold type.
Kathleen Collins
Patrick Gilmore
Securities and Exchange Commission
July 25, 2008
Page 2
This letter is being filed with the SEC on EDGAR supplementally as correspondence and a
complete copy of this letter in paper format is also being forwarded by courier.
Definitive Proxy Statement filed March 25, 2008
Compensation Discussion Analysis
Annual Cash Incentive Compensation, page 27
1.
We note your response to comment 7. In your response, you do not state whether the target
bonuses established for your named executive officers for 2007 differed from the target
bonuses specified in the officers’ employment agreements. Please tell us if the target
bonuses for your officers for 2007 were those set forth in their employments agreements or
whether the targets were modified by the compensation committee. If the latter, please tell
us what the target bonuses were for 2007 and the specific factors the compensation committee
considered in determining to modify the target bonuses from those set forth in the employment
agreements. Please also confirm that you will include a similar discussion in future periods
in which the target bonuses are modified from the disclosed figures.
As set forth on page 27 of the Proxy Statement, the Compensation Committee reviewed the
target bonus amounts for Cadence’s named executive officers in February 2007 and did not
make any changes for 2007. Accordingly, the target bonuses for Cadence’s named executive
officers for 2007 were those set forth in their respective employment agreements, with the
exception of the target bonus for Mr. William Porter, which was increased by the
Compensation Committee most recently in 2006 as described on page 34 of the Proxy Statement.
Mr. Porter’s target bonus was not further amended for 2007. In future filings, Cadence
will include such disclosure in periods in which the target bonuses for the named executive
officers are modified by the Compensation Committee from the disclosed figures, including
factors the Compensation Committee considered in determining to modify any target bonus.
******************
Kathleen Collins
Patrick Gilmore
Securities and Exchange Commission
July 25, 2008
Page 3
As always, Cadence is available to discuss further its responses to the Staff’s comments.
Cadence is planning to file its Quarterly Report on Form 10-Q for the
second quarter of 2008 on or
about July 29, 2008. Accordingly, Cadence respectfully requests that the Staff complete its review
of this response letter as soon as practicable.
If you have any questions or comments regarding the foregoing, please do not hesitate to call
me at (415) 393-8322.
Sincerely,
/s/ Stewart L. McDowell
Stewart L. McDowell
cc:
Kevin S. Palatnik — Cadence Design Systems, Inc.
James J. Cowie — Cadence Design Systems, Inc.