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): ~~May~~ 28June 9, 2010

VIRAGE LOGIC CORPORATION

(Exact name of registrant as specified in its charter)

000-31089

(Commission File Number)

Delaware

77-0416232

(State or other jurisdiction

of incorporation)

(I.R.S. Employer

Identification No.)

47100 Bayside Parkway

Fremont, California 94538

(Address of principal executive offices, with zip code)

(510) 360-8000

(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 (see General Instruction A.2. below):

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

¨x 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))

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Appointment~~Virage Logic Corporation, a Delaware corporation (the “Company”), Synopsys, Inc., a Delaware corporation (“Parent”) and Vortex Acquisition Corp., a Delaware corporation and direct wholly owned subsidiary of ~~Manoj~~Parent ~~Gujral~~(“Sub”) have entered into an Agreement and Plan of Merger (the “Merger Agreement”) dated as of June 9, 2010. Pursuant to ~~Compensation~~the Merger Agreement and ~~Nominating~~subject to the conditions set forth therein, Sub will merge with and ~~Governance~~into ~~Committees~~the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent.

OnAs ~~May 26,~~a ~~2010,~~result of the ~~Board~~Merger, ofeach ~~Directors~~outstanding (share of the ~~“Board”)~~Company’s common stock, other than shares of ~~Virage~~common ~~Logic~~stock ~~Corporation~~held ~~(the~~directly “or indirectly by Company”) ~~appointed~~or ~~Manoj Gujral~~the toParent ~~serve~~(which will be cancelled as a ~~director~~result ~~effective~~of ~~immediately.~~the ~~Mr. Gujral~~Merger), ~~was~~and ~~appointed~~other asthan athose ~~Class~~shares IIwith ~~director~~respect ~~and~~to ~~his~~which ~~term~~appraisal ofrights ~~office~~are ~~will~~perfected ~~expire~~in ataccordance with the ~~Annual~~Delaware ~~Meeting~~General ofCorporation ~~Stockholders~~Law in ~~2011.~~connection ~~Mr. Gujral~~with ~~was~~the Merger, ~~not~~will ~~initially~~be ~~appointed~~converted into the right to ~~serve~~receive on$12.00 ~~any committees~~in ofcash, ~~the~~without ~~Board~~interest.

AtThe acompletion ~~meeting~~of onthe ~~May 28~~Merger is subject to customary closing conditions, ~~2010~~including, among others, (1) adoption of the ~~Board~~Merger ~~appointed~~Agreement ~~Mr.~~by the Company’s stockholders, (2) ~~Gujral~~the toabsence ~~serve~~of onan injunction or other governmental action that would prevent the ~~Compensation~~closing, (3) the ~~Committee~~absence ~~and~~of ~~Nominating~~any ~~and~~action ~~Governance~~initiated ~~Committee~~by ofa governmental entity that would, among other things, prohibit the ~~Board.~~consummation ~~The~~of ~~Board~~the ~~also~~transactions ~~approved~~contemplated by the ~~payment~~Merger toAgreement, ~~Mr.~~(4) ~~Gujral~~the expiration or termination of ~~cash~~the ~~retainers~~applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (i5) ~~$8,750~~subject ~~per~~to ~~quarter~~certain ~~for~~materiality ~~Board~~exceptions, ~~service~~the ~~(in~~accuracy ~~lieu~~ of the ~~$7,500~~Company’s ~~approved~~representations byor ~~written~~warranties ~~consent~~in ~~on May 26,~~the ~~2010)~~Merger Agreement, (ii6) ~~$5,000~~the ~~per~~performance ~~year~~in ~~for~~all material ~~service~~respects onof the ~~Compensation~~Company’s ~~Committee~~covenants in the Merger Agreement, and (~~iii~~7) ~~$1,000~~the ~~per~~absence ~~year~~of ~~for~~any ~~service~~Material Adverse Effect on the ~~Nominating~~Company ~~and~~since ~~Governance~~the ~~Committee~~date of the Merger Agreement.

~~Amendments~~The Merger Agreement contains customary representations and warranties of the parties. In addition, the Company has agreed to ~~Severance~~various covenants ~~Agreements~~and ~~with~~agreements ~~Alexander~~in ~~Shubat~~the Merger Agreement, including, among other things (1) to conduct its business in the usual, regular and ~~Brian~~ordinary ~~Sereda~~course of business during the period between the execution of the Merger Agreement and the closing of the Merger and (2) not to support or solicit alternate transaction proposals, subject to customary exceptions for the Company to respond to and support unsolicited proposals in the exercise of the fiduciary duties of the Board of Directors.

AtThe aMerger ~~meeting~~Agreement oncontains ~~May 28,~~certain ~~2010,~~termination ~~the~~rights ~~Board~~for ~~approved~~both the ~~entry by the~~ Company ~~into~~and ~~Amended~~Parent, and ~~Restated~~further ~~Severance~~provides ~~Agreements~~that ~~with Messrs.~~upon ~~Shubat~~termination ~~and~~of ~~Sereda,~~ the ~~Company’s~~Merger ~~Chief~~Agreement ~~Executive~~under ~~Officer~~certain ~~and~~circumstances ~~Chief~~the ~~Financial~~Company ~~Officer,~~would ~~respectively.~~be ~~These~~required ~~agreements~~to ~~amend~~pay ~~and~~Parent ~~restate~~a ~~the~~termination ~~Change~~fee ~~in Control Agreements effective as~~ of ~~March 30,~~$11 ~~2010~~million.

~~Pursuant~~The toforegoing ~~the~~description ~~amended~~of ~~severance~~the ~~agreements,~~Merger inAgreement and the ~~event~~transactions ofcontemplated athereby ~~termination~~is ~~without~~not ~~“cause”~~complete orand ais ~~resignation~~subject ~~for~~to ~~“good~~and ~~reason”~~qualified ~~(as such terms are defined~~ in ~~the~~its ~~agreements),~~entirety ~~whether~~by orreference ~~not related~~ to athe ~~change~~Merger ~~in control~~Agreement, ~~(i) Mr. Shubat~~a ~~would~~copy beof ~~entitled~~which tois ~~entitled~~attached tohereto ~~receive~~as ~~two~~Exhibit ~~years~~2.1 ~~of base salary continuation~~ and ~~monthly payments from~~ the ~~Company for~~terms aof ~~period~~which ofare ~~two~~incorporated ~~years~~herein inby anreference. ~~amount~~The ~~equal~~Merger toAgreement ~~health~~has ~~insurance~~been ~~premiums~~attached ~~under~~to ~~COBRA~~provide orinvestors ~~applicable~~with information ~~state~~regarding ~~law,~~its ~~(ii) Mr~~terms. ~~Sereda~~ ~~would~~It beis ~~entitled~~not tointended ~~entitled~~ to ~~receive~~provide ~~one~~any ~~year~~other offactual ~~base~~information ~~salary~~about ~~continuation~~the ~~and~~Company. ~~monthly~~In ~~payments~~particular, ~~from~~ the ~~Company~~ ~~for~~assertions aembodied ~~period of one year~~ in anthe ~~amount~~representations ~~equal~~and towarranties ~~health~~contained ~~insurance~~in ~~premiums under COBRA or applicable state law, and (iii)~~ the ~~exercise~~Merger ~~period~~Agreement ~~with~~are ~~respect~~qualified ~~to any outstanding stock options held~~ by ~~either Mr. Shubat or Mr. Sereda~~ ~~will~~information bein ~~extended~~confidential ~~from~~disclosure 90schedules ~~days~~provided ~~following~~by the ~~executive’s~~Company ~~termination~~in ~~date~~connection towith athe ~~period~~signing of ~~one~~the ~~year~~Merger ~~following such termination date~~Agreement. InThese ~~addition,~~disclosure inschedules ~~the~~contain ~~event~~information ofthat amodifies, ~~termination~~qualifies ~~without~~and ~~cause~~creates orexceptions ~~with good reason within 3 months prior~~ to, orthe 12representations ~~months~~and ~~after,~~warranties aset ~~change~~forth in ~~control,~~the ~~(i) Mr~~Merger Agreement. ~~Shubat~~ ~~would~~Moreover, becertain ~~entitled~~representations toand ~~receive~~warranties ain ~~lump~~the ~~sum~~Merger ~~payment~~Agreement ~~equal~~were toused ~~two times his target bonus~~ for the ~~year~~purpose of ~~termination,~~allocating ~~(ii) Mr. Sereda~~risk ~~would~~between ~~be entitled to receive a lump sum payment equal to his target bonus for~~ the ~~year of termination~~Company, ~~and~~Parent ~~(iii) each of Messrs. Shubat~~ and ~~Sereda~~Sub, ~~would~~rather bethan ~~entitled~~establishing tomatters ~~full acceleration~~ of ~~vesting~~fact. Accordingly, ofthe ~~all~~representations ~~equity~~and ~~based~~warranties ~~awards~~in ~~then~~the ~~held~~Merger byAgreement ~~him.~~may ~~Severance~~not ~~benefits~~constitute ~~for~~the ~~each~~actual state of ~~Messrs. Shubat and~~facts ~~Sereda~~about ~~are conditioned on~~ the ~~executive~~Company, ~~executing~~Parent aor ~~release in favor of the Company~~Sub.

~~The~~In ~~foregoing~~addition, ~~description~~the isCompany’s ~~not~~directors, aholding outstanding shares representing ~~complete~~approximately ~~description~~7% of the ~~amended~~Company’s ~~severance~~common ~~agreements~~stock issued and isoutstanding ~~qualified~~on inJune ~~its~~9, ~~entirety~~2010, byhave ~~reference~~entered tointo ~~the~~voting ~~amended~~agreements ~~severance~~with ~~agreements~~Parent, ~~which~~a ~~the~~form ~~Company~~of ~~will~~which ~~file~~is attached hereto as anExhibit ~~exhibit~~99.1, pursuant to ~~its~~which ~~Quarterly~~they ~~Report~~have onagreed ~~Form~~to ~~10-Q~~vote ~~for~~all of their respective shares of the ~~quarter~~Company’s ~~ended~~common ~~June~~stock ~~30, 2010~~in favor of the adoption of the Merger Agreement.

2Item 8.01 Other Events.

On June 10, 2010, the Company issued a press release announcing the signing of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Additional Information and Where to Find It

The Company intends to file with the Securities and Exchange Commission (“SEC”) preliminary and definitive proxy statements and other relevant materials in connection with the proposed transaction. The proxy statement will be mailed to the stockholders of the Company. Before making any voting or investment decision with respect to the proposed transaction, investors and stockholders of the Company are urged to read the proxy statement and the other relevant materials when they become available because they will contain important information about the proposed transaction, the Company and Parent. Investors and security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC’s Web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by the Company at its corporate Web site at www.viragelogic.com in the Investor Relations section, or by contacting Investor Relations at Virage Logic Corporation, 47100 Bayside Parkway, Fremont, CA 94538.

The Company and its officers and directors may be deemed to be participants in the solicitation of proxies from the Company’s stockholders with respect to the proposed transaction. A description of any interests that these officers and directors have in the proposed transaction will be available in the proxy statement. In addition, Parent may be deemed to have participated in the solicitation of proxies from the Company’s stockholders in favor of the approval of the proposed transaction. Information concerning Parent’s directors and executive officers is set forth in Parent’s proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on February 5, 2010 and Annual Report on Form 10-K for the year ended October 31, 2009. These documents are available free of charge at the SEC’s Web site at www.sec.gov or by going to Synopsys’ Investor Relations page on its corporate Web site at www.synopsys.com.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits. The following documents are filed as exhibits to this report.


2.1		Agreement and Plan of Merger among Virage Logic Corporation, Synopsys, Inc. and Vortex Acquisition Corp. dated June 9, 2010

99.1		Form of Voting Agreement and Irrevocable Proxy entered into as of June 9, 2010 by and between Synopsys, Inc. and each director of Virage Logic Corporation

99.2		Joint Press Release issued by the Company and Parent on June 10, 2010

SIGNATURES

Pursuant to the ~~requirement~~requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this ~~Current~~report ~~Report~~ to be signed on ~~its~~ its behalf by the undersigned hereunto duly authorized.

Date: June 4, 2010	VIRAGE LOGIC CORPORATION
Date: June 10, 2010	VIRAGE LOGIC CORPORATION
	By:	/S/ BRIAN SEREDA
	Name:	Brian Sereda
		Brian Sereda
	Title:	Vice President of Finance and Chief Financial Officer
		Vice President of Finance and Chief Financial Officer

3EXHIBIT INDEX


2.1		Agreement and Plan of Merger among Virage Logic Corporation, Synopsys, Inc. and Vortex Acquisition Corp. dated June 9, 2010

99.1		Form of Voting Agreement and Irrevocable Proxy entered into as of June 9, 2010 by and between Synopsys, Inc. and each director of Virage Logic Corporation

99.2		Joint Press Release issued by the Company and Parent on June 10, 2010

Filing Compare · VIRAGE LOGIC CORP