UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) ofOF ~~the~~THE

~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ~~of 1934~~OF 1934

Date of ~~Report~~report (Date of earliest event reported): February 1617, 2012

MAGMA DESIGN AUTOMATION, INC.

(Exact Name of Registrant as Specified in ~~its~~ Charter)

Delaware	000-33213	77-0454924
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1650 Technology Drive, San Jose, California		95110
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s telephone number, including area code: (408) 565-7500

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

1650 Technology Drive, San Jose,

California

95110

(Address of Principal Executive Offices)

(Zip Code)

~~Check~~(408) ~~the appropriate box below if the Form 8~~565-K7500 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~

¨(Registrant’s ~~Written~~Telephone ~~communications~~Number, ~~pursuant~~Including toArea ~~Rule 425 under the Securities Act (17 CFR 240.425~~Code)

Not Applicable

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

¨	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))

~~Item~~ITEM 51.0702. ~~Submission~~Termination of ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

~~(a)-(b).~~ On February 1617, 2012, Magma Design Automation, Inc. (the “Company”) ~~held~~converted ~~its~~all ~~Special~~$3,250,000 ~~Meeting~~principal amount of ~~Stockholders~~the outstanding 6.00% Convertible Senior Notes due 2014 (the “~~Special Meeting~~Notes”) inat ~~connection~~face ~~with~~value ~~the~~into ~~adoption~~1,805,555 shares of the ~~Agreement~~Company’s ~~and~~common ~~Plan~~stock of(plus ~~Merger,~~cash ~~dated~~in ~~November 30~~lieu of fractional shares), ~~2011~~and, byconcurrently ~~and~~with ~~among~~the ~~Synopsys~~conversion, ~~Inc.,~~paid ~~Lotus~~(a) an ~~Acquisition~~inducement ~~Corp.,~~fee ~~and~~equal to six percent (6%) of the principal ~~Company,~~amount asof ~~such~~Notes ~~agreement~~plus ~~may~~(b) accrued beinterest ~~amended~~through ~~from~~the ~~time~~conversion date, to ~~time~~satisfy (and discharge the ~~“Merger~~Indenture ~~Agreement”).~~dated ~~Results~~as of ~~the~~September 11, ~~voting~~2009 at between the ~~Special~~Company ~~Meeting~~and ~~are~~U.S. ~~set~~Bank ~~forth~~National ~~below~~Association, governing the Notes.

Proposal No. 1. The stockholders adopted the Merger Agreement. The voting results were as follows:

For		Against		Abstain
47,152,535		260,113		35,501

Proposal No. 2. The Company solicited proxies with respect to a proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies if there were insufficient votes at the time of the Special Meeting to adopt the Merger Agreement. The adjournment proposal, which was unnecessary in light of the adoption of the Merger Agreement as indicated above, was not submitted to the Company’s stockholders for approval at the Special Meeting.

Proposal No. 3. The stockholders voted on an advisory basis on the approval of the “golden parachute” compensation that may be paid or become payable to Magma’s named executive officers in connection with the merger, including the agreements and understandings pursuant to which such compensation may be paid or become payable. The voting results were as follows:

For		Against		Abstain
40,184,732		5,179,841		2,083,576

SIGNATURE

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

		Magma Design Automation, Inc.
	Magma Design Automation, Inc. (Registrant)
		(Registrant)
	By:	/s/ PETER S. TESHIMA
	By:	/s/ Peter S. Teshima
Date: February 17, 2012		Peter S. Teshima
Date: February 16, 2012		Peter S. Teshima
		Corporate Vice President, Finance and Chief Financial Officer

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