<PAGE>   1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 2001
                                                           REGISTRATION NO. 333-
================================================================================


                       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)

<TABLE>
<CAPTION>
<S>                                                    <C>
                    DELAWARE                                        77-0148231
 (State or Other Jurisdiction of Incorporation         (I.R.S. Employer Identification No.)
                or Organization)
</TABLE>

                          2655 SEELY AVENUE, BUILDING 5
                           SAN JOSE, CALIFORNIA 95134
               (Address of Principal Executive Offices) (Zip Code)
                             ----------------------

                          CADENCE DESIGN SYSTEMS, INC.
                      2001 EMPLOYEE STOCK PURCHASE PLAN AND
                   NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                           (Full titles of the Plans)
                             ----------------------

                              R.L. SMITH MCKEITHEN
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND 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)
                             ----------------------
                                   COPIES TO:
                            GREGORY J. CONKLIN, ESQ.
                           GIBSON, DUNN & CRUTCHER LLP
                        ONE MONTGOMERY STREET, 31ST FLOOR
                         SAN FRANCISCO, CALIFORNIA 94104
                                 (415) 393-8200

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================
    Title of
   Securities                            Proposed Maximum    Proposed Maximum      Amount of
      to be            Amount to be       Offering Price     Aggregate Offering   Registration
  Registered(1)       Registered (2)       per Share (3)          Price (3)           Fee(3)
----------------------------------------------------------------------------------------------
<S>                  <C>                 <C>                 <C>                  <C>
Common Stock, par
value $0.01 per
share                2,500,000 shares          $17.20            $43,000,000         $10,750
==============================================================================================
</TABLE>


<PAGE>   2


================================================================================

(1)     Includes, with respect to each share of Common Stock, Rights, pursuant
        to the registrant's Amended and Restated Rights Agreement, dated as of
        February 1, 2000, between the Registrant and ChaseMellon Shareholder
        Services, L.L.C., as Rights Agent, and until a triggering event
        thereunder, the Rights trade with, and cannot be separated from, the
        Common Stock.

(2)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the Cadence 2001 Employee Stock
        Purchase Plan and Non-Qualified Employee Stock Purchase Plan (together,
        the "Plans") by reason of any stock dividend, stock split,
        recapitalization or other similar transaction effected without the
        receipt of consideration which results in an increase in the number of
        the outstanding shares of Cadence Design Systems, Inc. Common Stock.

(3)     Calculated solely for purposes of calculating the amount of the
        registration fee under Rule 457(c) The price per share and aggregate
        offering price are based upon the average of the high and low sales
        price of Registrant's Common Stock on July 11, 2001 as reported on the
        New York Stock Exchange.

================================================================================

<PAGE>   3


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

        Pursuant to the instructions to Form S-8, Part I (Information Required
in the Section 10(a) Prospectus) is not filed as part of this Registration
Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

        The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission (the "Commission"):

               (a)    The Registrant's Annual Report on Form 10-K for the fiscal
                      year ended December 30, 2000, including all material
                      incorporated by reference therein;

               (b)    The Registrant's Quarterly Report on Form 10-Q for the
                      fiscal quarter ended March 31, 2001, including all
                      material incorporated by reference therein;

               (c)    The Registrant's Current Reports on Form 8-K filed with
                      the Commission on January 8, March 5 and April 18, 2001;

               (d)    The description of the Registrant's Common Stock to be
                      offered hereby contained in the Registrant's Registration
                      Statement on Form 8-A filed with the Commission on August
                      29, 1990;

               (e)    The description of the Registrant's Preferred Share
                      Purchase Rights set forth in Exhibit 99.1 to the
                      Registrant's Current Report on Form 8-K filed with the
                      Commission on February 16, 1996.

        All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act") after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby 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.

        Any document, and 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 other subsequently filed document that
also is incorporated or deemed to be incorporated by reference herein, modifies
or supersedes such document or statement. Any such document or statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement. Subject to the foregoing,
all information appearing in this Registration Statement is qualified in its
entirety by the information appearing in the documents incorporated by
reference.

Item 4. Description of Securities

        Not Applicable.


                                      II-1
<PAGE>   4


Item 5. Interests of Named Experts and Counsel

        Not Applicable.

Item 6. Indemnification of Directors and Officers

        Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any of its directors or officers who was or is a party
or is threatened to be made a party to any third party proceeding by reason of
the fact that such person is or was a director or officer of the corporation
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that such person's conduct was
unlawful. In a derivative action, i.e., one by or in the right of a corporation,
the corporation is permitted to indemnify any of its directors or officers
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made if such person shall have been
adjudged liable to the corporation, unless and only to the extent that the court
in which such action or suit was brought shall determine upon application that
such person is fairly and reasonably entitled to indemnity for such expenses
despite such adjudication of liability.

        Article VII of the Registrant's currently effective Certificate of
Incorporation eliminates the personal liability of its directors for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law or (iv) for any transaction from which the
director derived an improper personal benefit. In addition, as permitted by
Section 145 of the Delaware General Corporation Law, the Bylaws of the
Registrant provide that: (a) the Registrant is required to indemnify its
directors and officers and persons serving in such capacities in other business
entities (including, for example, subsidiaries of the Registrant) at the
Registrant's request (such directors, officers and other persons are
collectively, "Covered Persons"), to the fullest extent permitted by Delaware
law, including those circumstances in which indemnification would otherwise be
discretionary; (b) the Registrant is required to advance expenses, as incurred
to such Covered Persons in connection with defending a proceeding; (c) the
indemnitee(s) of the Registrant have the right to bring suit, and to be paid the
expenses of prosecuting such suit if successful, to enforce the rights to
indemnification under the Bylaws or to advancement of expenses under the Bylaws;
(d) the rights conferred in the Bylaws are not exclusive and the Registrant is
authorized to enter into indemnification agreements with such directors,
officers and employees; (e) the Registrant is required to maintain director and
officer liability insurance to the extent reasonably available; and (f) the
Registrant may not retroactively amend the Bylaws indemnification provision in a
way that is adverse to such Covered Persons.

        The Registrant has entered into indemnity agreements with each of its
executive officers and directors that provide the maximum indemnity allowed to
officers and directors by Section 145 of the Delaware General Corporation Law
and the Bylaws, as well as certain additional procedural protections. The
Registrant also maintains a limited amount of director and officer insurance.
The indemnification provision in the Bylaws, and the indemnity agreements
entered into between the Registrant and its officers or directors, may be
sufficiently broad to permit indemnification of the Registrant's officers and
directors for liability arising under the Securities Act of 1933, as amended
(the "1933 Act").

Item 7. Exemption from Registration Claimed

        Not Applicable.

Item 8. Exhibits

Exhibit Number           Exhibit


                                      II-2
<PAGE>   5

4.1     Instruments Defining Rights of Stockholders. Reference is made to the
        Registrant's Registration Statement on Form 8-A filed with the
        Commission on August 29, 1990 incorporated by reference pursuant to
        Items 3(c) and (d);

5.1     Opinion and consent of Gibson, Dunn & Crutcher LLP.

23.1    Consent of Arthur Andersen LLP, Independent Public Accountants.

23.2    Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1).

24.1    Power of Attorney (included on the signature pages to this Registration
        Statement on Form S-8).

Item 9. Undertaking

        A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided however, that clauses (1)(i) and (l)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof, and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold upon the termination of the
offering under the Plans.

        B. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnity provisions incorporated by reference in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.


                                      II-3
<PAGE>   6


                                   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 13th day
of July, 2001.

                             CADENCE DESIGN SYSTEMS, INC.

                             By: /s/ H. Raymond Bingham
                                 -----------------------------------------------
                                             H. Raymond Bingham
                                 President, Chief Executive Officer and Director

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints H. Raymond Bingham and R.L. Smith
McKeithen, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his 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 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 substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
           SIGNATURE                           TITLE                           DATE

<S>                               <C>                                      <C>
    /s/ H. Raymond Bingham        President, Chief Executive               July 13, 2001
-----------------------------     Officer and Director
    H. Raymond Bingham            (Principal Executive Officer)


    /s/ William Porter            Senior Vice President, Chief             July 13, 2001
-----------------------------     Financial Officer (Principal
    William Porter                Financial Officer and
                                  Principal Accounting Officer)


    /s/ Donald L. Lucas           Chairman of the Board of                 July 13, 2001
-----------------------------     Directors
    Donald L. Lucas


    /s/ Susan L. Bostrom          Director                                 July 2, 2001
-----------------------------
    Susan L. Bostrom


    /s/ Dr. Leonard Y.W. Liu      Director                                 July 13, 2001
-----------------------------
    Dr. Leonard Y.W. Liu


  /s/ Dr. Alberto Sanionvanni     Director                                 July 3, 2001
-----------------------------
    Dr. Alberto Sangiovanni-
    Vincentelli
</TABLE>


                                      II-4
<PAGE>   7


<TABLE>
<S>                               <C>                                      <C>
    /s/ George M. Scalise         Director                                 July 2, 2001
-----------------------------
    George M. Scalise


    /s/ Dr. John B. Shoven        Director                                 July 1, 2001
-----------------------------
    Dr. John B. Shoven


    /s/ Roger S. Siboni           Director                                 July 13, 2001
-----------------------------
    Roger S. Siboni
</TABLE>




                                      II-5
<PAGE>   8


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number        Exhibit
--------------        -------
<S>                   <C>
4.1                   Instruments Defining Rights of Stockholders. Reference is
                      made to the Registrant's Registration Statement on Form
                      8-A filed with the Commission on August 29, 1990
                      incorporated by reference pursuant to Items 3(c) and (d);

5.1                   Opinion and consent of Gibson, Dunn & Crutcher LLP.

23.1                  Consent of Arthur Andersen LLP, Independent Public
                      Accountants.

23.2                  Consent of Gibson, Dunn & Crutcher LLP (contained in
                      Exhibit 5.1).

24.1                  Power of Attorney (included on the signature pages to this
                      Registration Statement on Form S-8).
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "f74093s-8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20832}]
{"company-data": {"conformed-name": "CADENCE DESIGN SYSTEMS INC", "cik": "0000813672", "assigned-sic": "7372", "irs-number": "770148231", "state-of-incorporation": "DE", "fiscal-year-end": "0102"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65116", "film-number": "1681130"}, "business-address": {"street1": "2655 SEELY ROAD BLDG 5", "city": "SAN JOSE", "state": "CA", "zip": "95134", "phone": "4089431234"}, "mail-address": {"street1": "555 RIVER OAKS PARKWAY", "city": "SAN JOSE", "state": "CA", "zip": "95134"}, "former-company": {"former-conformed-name": "ECAD INC /DE/", "date-changed": "19880609"}}
1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13, 2001
                                                           REGISTRATION NO. 333-
================================================================================

                       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                                        77-0148231
 (State or Other Jurisdiction of Incorporation         (I.R.S. Employer Identification No.)
                or Organization)
2655 SEELY AVENUE, BUILDING 5
                           SAN JOSE, CALIFORNIA 95134
               (Address of Principal Executive Offices) (Zip Code)
                             ----------------------

                          CADENCE DESIGN SYSTEMS, INC.
                      2001 EMPLOYEE STOCK PURCHASE PLAN AND
                   NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN
                           (Full titles of the Plans)
                             ----------------------

                              R.L. SMITH MCKEITHEN
              SENIOR VICE PRESIDENT, GENERAL COUNSEL AND 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)
                             ----------------------
                                   COPIES TO:
                            GREGORY J. CONKLIN, ESQ.
                           GIBSON, DUNN & CRUTCHER LLP
                        ONE MONTGOMERY STREET, 31ST FLOOR
                         SAN FRANCISCO, CALIFORNIA 94104
                                 (415) 393-8200

                         CALCULATION OF REGISTRATION FEE
==============================================================================================
    Title of
   Securities                            Proposed Maximum    Proposed Maximum      Amount of
      to be            Amount to be       Offering Price     Aggregate Offering   Registration
  Registered(1)       Registered (2)       per Share (3)          Price (3)           Fee(3)
----------------------------------------------------------------------------------------------
Common Stock, par
value $0.01 per
share                2,500,000 shares          $17.20            $43,000,000         $10,750
==============================================================================================
2

================================================================================

(1)     Includes, with respect to each share of Common Stock, Rights, pursuant
        to the registrant's Amended and Restated Rights Agreement, dated as of
        February 1, 2000, between the Registrant and ChaseMellon Shareholder
        Services, L.L.C., as Rights Agent, and until a triggering event
        thereunder, the Rights trade with, and cannot be separated from, the
        Common Stock.

(2)     This Registration Statement shall also cover any additional shares of
        Common Stock which become issuable under the Cadence 2001 Employee Stock
        Purchase Plan and Non-Qualified Employee Stock Purchase Plan (together,
        the "Plans") by reason of any stock dividend, stock split,
        recapitalization or other similar transaction effected without the
        receipt of consideration which results in an increase in the number of
        the outstanding shares of Cadence Design Systems, Inc. Common Stock.

(3)     Calculated solely for purposes of calculating the amount of the
        registration fee under Rule 457(c) The price per share and aggregate
        offering price are based upon the average of the high and low sales
        price of Registrant's Common Stock on July 11, 2001 as reported on the
        New York Stock Exchange.

================================================================================
3

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

        Pursuant to the instructions to Form S-8, Part I (Information Required
in the Section 10(a) Prospectus) is not filed as part of this Registration
Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

        The Registrant hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Securities and
Exchange Commission (the "Commission"):

               (a)    The Registrant's Annual Report on Form 10-K for the fiscal
                      year ended December 30, 2000, including all material
                      incorporated by reference therein;

               (b)    The Registrant's Quarterly Report on Form 10-Q for the
                      fiscal quarter ended March 31, 2001, including all
                      material incorporated by reference therein;

               (c)    The Registrant's Current Reports on Form 8-K filed with
                      the Commission on January 8, March 5 and April 18, 2001;

               (d)    The description of the Registrant's Common Stock to be
                      offered hereby contained in the Registrant's Registration
                      Statement on Form 8-A filed with the Commission on August
                      29, 1990;

               (e)    The description of the Registrant's Preferred Share
                      Purchase Rights set forth in Exhibit 99.1 to the
                      Registrant's Current Report on Form 8-K filed with the
                      Commission on February 16, 1996.

        All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended (the "1934 Act") after the date
of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby 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.

        Any document, and 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 other subsequently filed document that
also is incorporated or deemed to be incorporated by reference herein, modifies
or supersedes such document or statement. Any such document or statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement. Subject to the foregoing,
all information appearing in this Registration Statement is qualified in its
entirety by the information appearing in the documents incorporated by
reference.

Item 4. Description of Securities

        Not Applicable.

                                      II-1
4

Item 5. Interests of Named Experts and Counsel

        Not Applicable.

Item 6. Indemnification of Directors and Officers

        Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify any of its directors or officers who was or is a party
or is threatened to be made a party to any third party proceeding by reason of
the fact that such person is or was a director or officer of the corporation
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, if such person acted in good faith and in a
manner such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that such person's conduct was
unlawful. In a derivative action, i.e., one by or in the right of a corporation,
the corporation is permitted to indemnify any of its directors or officers
against expenses (including attorneys' fees) actually and reasonably incurred by
such person in connection with the defense or settlement of such action or suit
if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification shall be made if such person shall have been
adjudged liable to the corporation, unless and only to the extent that the court
in which such action or suit was brought shall determine upon application that
such person is fairly and reasonably entitled to indemnity for such expenses
despite such adjudication of liability.

        Article VII of the Registrant's currently effective Certificate of
Incorporation eliminates the personal liability of its directors for monetary
damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law or (iv) for any transaction from which the
director derived an improper personal benefit. In addition, as permitted by
Section 145 of the Delaware General Corporation Law, the Bylaws of the
Registrant provide that: (a) the Registrant is required to indemnify its
directors and officers and persons serving in such capacities in other business
entities (including, for example, subsidiaries of the Registrant) at the
Registrant's request (such directors, officers and other persons are
collectively, "Covered Persons"), to the fullest extent permitted by Delaware
law, including those circumstances in which indemnification would otherwise be
discretionary; (b) the Registrant is required to advance expenses, as incurred
to such Covered Persons in connection with defending a proceeding; (c) the
indemnitee(s) of the Registrant have the right to bring suit, and to be paid the
expenses of prosecuting such suit if successful, to enforce the rights to
indemnification under the Bylaws or to advancement of expenses under the Bylaws;
(d) the rights conferred in the Bylaws are not exclusive and the Registrant is
authorized to enter into indemnification agreements with such directors,
officers and employees; (e) the Registrant is required to maintain director and
officer liability insurance to the extent reasonably available; and (f) the
Registrant may not retroactively amend the Bylaws indemnification provision in a
way that is adverse to such Covered Persons.

        The Registrant has entered into indemnity agreements with each of its
executive officers and directors that provide the maximum indemnity allowed to
officers and directors by Section 145 of the Delaware General Corporation Law
and the Bylaws, as well as certain additional procedural protections. The
Registrant also maintains a limited amount of director and officer insurance.
The indemnification provision in the Bylaws, and the indemnity agreements
entered into between the Registrant and its officers or directors, may be
sufficiently broad to permit indemnification of the Registrant's officers and
directors for liability arising under the Securities Act of 1933, as amended
(the "1933 Act").

Item 7. Exemption from Registration Claimed

        Not Applicable.

Item 8. Exhibits

Exhibit Number           Exhibit

                                      II-2
5

4.1     Instruments Defining Rights of Stockholders. Reference is made to the
        Registrant's Registration Statement on Form 8-A filed with the
        Commission on August 29, 1990 incorporated by reference pursuant to
        Items 3(c) and (d);

5.1     Opinion and consent of Gibson, Dunn & Crutcher LLP.

23.1    Consent of Arthur Andersen LLP, Independent Public Accountants.

23.2    Consent of Gibson, Dunn & Crutcher LLP (contained in Exhibit 5.1).

24.1    Power of Attorney (included on the signature pages to this Registration
        Statement on Form S-8).

Item 9. Undertaking

        A. The undersigned Registrant hereby undertakes: (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this Registration Statement (i) to include any prospectus required by Section
10(a)(3) of the 1933 Act; (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided however, that clauses (1)(i) and (l)(ii) shall
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act, each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof, and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold upon the termination of the
offering under the Plans.

        B. Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or controlling persons of the Registrant
pursuant to the indemnity provisions incorporated by reference in Item 6, or
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3
6

                                   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 13th day
of July, 2001.

                             CADENCE DESIGN SYSTEMS, INC.

                             By: /s/ H. Raymond Bingham
                                 -----------------------------------------------
                                             H. Raymond Bingham
                                 President, Chief Executive Officer and Director

                                POWER OF ATTORNEY

        KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints H. Raymond Bingham and R.L. Smith
McKeithen, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his 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 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 substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
SIGNATURE                           TITLE                           DATE
/s/ H. Raymond Bingham        President, Chief Executive               July 13, 2001
-----------------------------     Officer and Director
    H. Raymond Bingham            (Principal Executive Officer)

    /s/ William Porter            Senior Vice President, Chief             July 13, 2001
-----------------------------     Financial Officer (Principal
    William Porter                Financial Officer and
                                  Principal Accounting Officer)

    /s/ Donald L. Lucas           Chairman of the Board of                 July 13, 2001
-----------------------------     Directors
    Donald L. Lucas

    /s/ Susan L. Bostrom          Director                                 July 2, 2001
-----------------------------
    Susan L. Bostrom

    /s/ Dr. Leonard Y.W. Liu      Director                                 July 13, 2001
-----------------------------
    Dr. Leonard Y.W. Liu

  /s/ Dr. Alberto Sanionvanni     Director                                 July 3, 2001
-----------------------------
    Dr. Alberto Sangiovanni-
    Vincentelli
II-4
7
/s/ George M. Scalise         Director                                 July 2, 2001
-----------------------------
    George M. Scalise

    /s/ Dr. John B. Shoven        Director                                 July 1, 2001
-----------------------------
    Dr. John B. Shoven

    /s/ Roger S. Siboni           Director                                 July 13, 2001
-----------------------------
    Roger S. Siboni
II-5
8

                                  EXHIBIT INDEX
Exhibit Number        Exhibit
--------------        -------
4.1                   Instruments Defining Rights of Stockholders. Reference is
                      made to the Registrant's Registration Statement on Form
                      8-A filed with the Commission on August 29, 1990
                      incorporated by reference pursuant to Items 3(c) and (d);

5.1                   Opinion and consent of Gibson, Dunn & Crutcher LLP.

23.1                  Consent of Arthur Andersen LLP, Independent Public
                      Accountants.

23.2                  Consent of Gibson, Dunn & Crutcher LLP (contained in
                      Exhibit 5.1).

24.1                  Power of Attorney (included on the signature pages to this
                      Registration Statement on Form S-8).