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 ~~January 12~~April 8, 2005

NASSDA CORPORATION

(Exact Name of the Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-33291		77-0494462
(Commission File Number)		(I.R.S. Employer Identification No.)

2650 San Tomas Expressway, Santa Clara, California		95051
(Address of Principal Executive Offices)		(Zip Code)

(408) 988-9988

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

ý Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 28.0201. ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On ~~January 12~~April 8, 2005, Nassda Corporation (“Nassda”) issued a press release announcing the agreement in principle to settle the Delaware merger litigation brought in connection with the proposed merger of Nassda with a wholly owned subsidiary of Synopsys, Inc. Nassda intends to provide its ~~results~~stockholders ~~for~~of record as of March 8, 2005 with a proxy supplement that contains information about the ~~three~~annual ~~months~~meeting ~~ended~~of stockholders, ~~December 31~~the proposed merger and the proposed Delaware merger litigation settlement in addition to the information provided in the proxy statement. Nassda adjourned its annual meeting of stockholders held on April 8, ~~2004~~2005 and reconvened it for 10:00 a.m. on Wednesday, April 27, 2005, at Nassda’s principal executive offices, to act upon the matters set forth in Nassda’s Proxy Statement dated March 10, 2005. The full text of the press release is ~~attached hereto~~ furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated ~~herein~~ by reference.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit		Description
99.1		Press Release, dated ~~January~~April 128, 2005, of Nassda Corporation

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: January 12, 2005
Dated: April 8, 2004
	NASSDA CORPORATION
	By:	/s/ Sang S. Wang
		Sang S. Wang
		Chairman and Chief Executive Officer
	By:	/s/ Tammy S. Liu
		Tammy S. Liu
		Chief Financial Officer and Vice President, Finance and Administration

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated January 12, 2005 of Nassda Corporation

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