<PAGE>
As filed with the Securities and Exchange Commission
on December 30, 1994
Registration No. 33-_________
_______________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MENTOR GRAPHICS CORPORATION
(Exact name of issuer as specified in charter)
____________________
Oregon 93-0786033
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
8005 SW Boeckman Road
Wilsonville, Oregon 97070-7777
(Address of principal executive offices) (Zip Code)
Mentor Graphics Corporation 1989 Employee Stock Purchase Plan
(Full title of the plan)
_______________________
FRANK S. DELIA
Vice President, Chief Administrative Officer
Mentor Graphics Corporation
8005 SW Boeckman Road
Wilsonville, Oregon 97070-7777
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(503) 685-7000
____________________
Copy to:
STUART CHESTLER
Stoel Rives Boley Jones & Grey
900 SW Fifth Avenue
Portland, Oregon 97204-1268
___________________<PAGE>
<PAGE>2
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ------------------------------------------------------------------------------
Proposed Proposed Amount
Title of Maximum Maximum of
Securities Amount Offering Aggregate Regis-
to Be to Be Price Per Offering tration
Registered Registered Share(1) Price(1) Fee
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
without par
value 2,000,000 Shares $14.1875 $28,375,000 $9,785
- ------------------------------------------------------------------------------
<FN>
1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) of the Securities
Act of 1933. The calculation of the registration fee is
based on $14.1875, which was the average of the high and
low prices of the Common Stock on December 22, 1994 as
reported in The Wall Street Journal for NASDAQ National
Market Issues.
</TABLE>
<PAGE>
<PAGE>II-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
---------------------------------------
The following documents filed by Mentor Graphics
Corporation (the "Company") with the Securities and Exchange
Commission are incorporated herein by reference:
(a) The Company's latest annual report filed
pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 or the latest prospectus filed
pursuant to Rule 424(b) under the Securities Act of 1933
that contains audited financial statements for the
Company's latest fiscal year for which such statements
have been filed.
(b) All other reports filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934
since the end of the fiscal year covered by the annual
report or prospectus referred to in (a) above.
(c) The description of the authorized capital stock
of the Company contained in the Company's registration
statement filed under section 12 of the Securities
Exchange Act of 1934, including any amendment or report
filed for the purpose of updating the description.
All reports and other documents subsequently filed by
the Company pursuant to sections 13(a) and (c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended, prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from
the date of the filing of such reports and documents.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Article V of the Company's Bylaws indemnifies
directors and officers to the fullest extent permitted by the <PAGE>
<PAGE>II-2
Oregon Business Corporation Act (Act). The effects of Article
V are summarized as follows:
(a) The Article grants a right of indemnification in
respect of any action, suit, or proceeding (other
than an action by or in the right of the Company)
against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement
actually and reasonably incurred, if the persons
concerned acted in good faith and in a manner the
person reasonably believed to be in or not opposed to
the best interests of the Company, was not adjudged
liable on the basis of receipt of an improper
personal benefit and, with respect to any criminal
action or proceeding had no reasonable cause to
believe the conduct was unlawful. The termination of
an action, suit or proceeding by judgment, order,
settlement, conviction, or plea of nolo contendere
does not, of itself, create a presumption that the
person did not meet the required standards of
conduct.
(b) The Article grants a right of indemnification in
respect of any action or suit by or in the right of
the Company against the expenses (including
attorneys' fees) actually and reasonably incurred if
the person concerned acted in good faith and in a
manner the person reasonably believed to be in or not
opposed to the best interests of the Company, except
that no right of indemnification will be granted if
the person is adjudged to be liable to the Company.
(c) Every person who has been wholly successful on the
merits of a controversy described in (a) or (b) above
is entitled to indemnification as a matter of right.
(d) The Company is required to promptly indemnify a
director or officer unless it is determined by a
majority of disinterested directors or by independent
counsel that the person's actions did not meet the
relevant standard for indemnification. If the
disinterested directors or independent counsel
determine that indemnification is not required, the
person seeking indemnification may petition a court
for an independent determination. In any court
action, the Company will have the burden of proving
that indemnification would not be proper. Neither
the disinterested directors' failure to make a
determination regarding indemnification for the claim
nor an actual determination that the person failed to
meet the applicable standard will be a defense to<PAGE>
<PAGE>II-3
such action or create a presumption that the person
is not entitled to indemnification.
(e) The Company will advance to a director or officer the
expenses incurred in defending any action, suit or
proceeding in advance of its final disposition if the
director or officer affirms in good faith that he or
she is entitled to indemnification and undertakes to
repay any amount advanced if it is determined by a
court that the person is not entitled to
indemnification.
(f) The Company may obtain insurance for the protection
of its directors and officers against any liability
asserted against them in their official capacities.
The rights of indemnification described above are not
exclusive of any other rights of indemnification to which the
persons indemnified may be entitled under any bylaw, agreement,
vote of shareholders or directors, or otherwise.
The Company has also entered into Indemnity
Agreements with all directors and officers. While the
Indemnity Agreements in large part incorporate the
indemnification provisions of the Act as described above, they
vary from the Act in several respects. The Indemnity
Agreements obligate the Company to provide the maximum
indemnification protection allowed under Oregon law, which is
intended to provide indemnification broader than that expressly
authorized by the Act. The most significant effect of the
Indemnity Agreements is to add indemnification for judgments
and settlements of derivative lawsuits to the fullest extent
permitted by law as may be limited by public policy
considerations applied by the courts.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
4.A. Restated Articles of Incorporation of the
Company, as amended. Incorporated by reference
to Exhibit 4A of the Company's Registration
Statement on Form S-3, Reg. No. 33-23024.
4.B. Bylaws of the Company. Incorporated by
reference to Exhibit 4B of the Company's
Registration Statement on Form S-3, Reg. No.
33-56759.
<PAGE>
<PAGE>II-4
5. Opinion of Counsel.
23. Consent of Accountants.
24. Powers of Attorney.
Item 9. Undertakings.
------------
(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 Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represents a
fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
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 Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liabil-
ity under the Securities Act of 1933, each new 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.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant
<PAGE>
<PAGE>II-5
to section 13(a) or section 15(d) of the Securities Exchange
Act of 1934 that is incorporated by reference in the
registration statement 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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 Act and will be governed by the final
adjudication of such issue.
<PAGE>
<PAGE>II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, 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 author-
ized, in the City of Wilsonville, State of Oregon, on this 29th
day of December, 1994.
MENTOR GRAPHICS CORPORATION
By /s/ Frank S. Delia
---------------------------------
Frank S. Delia, Vice President,
Chief Administrative Officer
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed below by the
following persons on December 29, 1994 in the capacities
indicated.
Signature Title
(1) Principal Executive Officer:
*WALDEN C. RHINES President, Chief
- ------------------------------- Executive Officer and
Walden C. Rhines Director
(2) Principal Financial Officer:
*R. DOUGLAS NORBY Senior Vice President
- ------------------------------- and Chief Financial
R. Douglas Norby Officer
(3) Principal Accounting Officer:
*JAMES J. LUTTENBACHER Corporate Controller
- ------------------------------ and Chief Accounting
James J. Luttenbacher Officer
<PAGE>
<PAGE>II-7
(4) Directors:
*MARSHA B. CONGDON Director
- ------------------------------
Marsha B. Congdon
*JAMES R. FIEBIGER Director
- ------------------------------
James R. Fiebiger
*DAVID R. HATHAWAY Director
- ------------------------------
David R. Hathaway
*FONTAINE K. RICHARDSON Director
- ------------------------------
Fontaine K. Richardson
*JON A. SHIRLEY Director
- ------------------------------
Jon A. Shirley
*DAVID N. STROHM Director
- ------------------------------
David N. Strohm
*By /s/ Frank S. Delia
-------------------------------
Frank S. Delia, Attorney-In-Fact<PAGE>
EXHIBIT INDEX
Exhibit Sequential
Number Document Description Page Number
- ------- -------------------- -----------
4A. Restated Articles of
Incorporation of the Company,
as amended. Incorporated by
reference to Exhibit 4A to the
Company's Registration
Statement on Form S-3
(Registration No. 33-23024).
4B. Bylaws of the Company.
Incorporated by reference to
Exhibit 4B to the Company's
Registration Statement on Form
S-3, Reg. No. 33-56759.
5. Opinion of Counsel.
23. Consent of Accountants.
24. Powers of Attorney.
<PAGE>
EXHIBIT 5
December 29, 1994
Mentor Graphics Corporation
8005 SW Boeckman Road
Wilsonville, Oregon 97070-7777
I have acted as counsel for Mentor Graphics
Corporation (the "Company") in connection with the filing of a
Registration Statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended,
covering 2,000,000 shares of Common Stock, without par value
(the "Shares"), of the Company to be issued by the Company
pursuant to the Company's 1989 Employee Stock Purchase Plan
(the "Plan"). I have reviewed the corporate actions of the
Company in connection with this matter and have examined those
documents, corporate records, and other instruments I deemed
necessary for the purposes of this opinion.
Based on the foregoing, it is my opinion that:
1. The Company is a corporation duly organized and
validly existing under the laws of the State of Oregon; and
2. The Shares are duly authorized and, when issued and
sold in accordance with the terms of the Plan, will be legally
issued, fully paid, and nonassessable.
I hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
FRANK S. DELIA
Frank S. Delia
<PAGE>
EXHIBIT 23
Consent of Independent Certified Public Accountants
---------------------------------------------------
We consent to incorporation by reference herein of
our reports dated February 1, 1994, relating to the
consolidated balance sheets of Mentor Graphics Corporation and
subsidiaries as of December 31, 1993 and 1992, and the related
consolidated statements of operations, stockholders' equity,
and cash flows and related schedules for each of the years in
the three-year period ended December 31, 1993, which reports
appear or are incorporated by reference in the December 31,
1993 annual report on Form 10-K of Mentor Graphics Corporation.
Our reports refer to a change in the method of accounting for
income taxes.
KPMG PEAT MARWICK LLP
December 30, 1994
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
(1989 Employee Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of MENTOR GRAPHICS CORPORATION does
hereby constitute and appoint WALDEN C. RHINES, R. DOUGLAS
NORBY AND FRANK S. DELIA, his true and lawful attorneys and
agents to do any and all acts and things and execute in his
name (whether on behalf of Mentor Graphics Corporation or as an
officer or director of said Company, or otherwise) any and all
instruments which said attorney and agent may deem necessary or
advisable in order to enable Mentor Graphics Corporation to
comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the
Securities Act of 1933, as amended, of 2,000,000 shares of
Common Stock of Mentor Graphics Corporation for issuance
pursuant to the 1989 Employee Stock Purchase Plan, including
specifically, but without limitation thereto, power and
authority to sign his name (whether on behalf of Mentor
Graphics Corporation or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8
and any amendment (including post-effective amendments) or
application for amendment thereof in respect to such Common
Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the
undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue
hereof.
DATED: December 14, 1994.
WALDEN C. RHINES
-------------------------------
Signature
Walden C. Rhines
-------------------------------
Type or Print Name
<PAGE>
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
(1989 Employee Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of MENTOR GRAPHICS CORPORATION does
hereby constitute and appoint WALDEN C. RHINES, R. DOUGLAS
NORBY AND FRANK S. DELIA, his true and lawful attorneys and
agents to do any and all acts and things and execute in his
name (whether on behalf of Mentor Graphics Corporation or as an
officer or director of said Company, or otherwise) any and all
instruments which said attorney and agent may deem necessary or
advisable in order to enable Mentor Graphics Corporation to
comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the
Securities Act of 1933, as amended, of 2,000,000 shares of
Common Stock of Mentor Graphics Corporation for issuance
pursuant to the 1989 Employee Stock Purchase Plan, including
specifically, but without limitation thereto, power and
authority to sign his name (whether on behalf of Mentor
Graphics Corporation or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8
and any amendment (including post-effective amendments) or
application for amendment thereof in respect to such Common
Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the
undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue
hereof.
DATED: December 28, 1994.
R. DOUGLAS NORBY
-------------------------------
Signature
R. Douglas Norby
-------------------------------
Type or Print Name
<PAGE>
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
(1989 Employee Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of MENTOR GRAPHICS CORPORATION does
hereby constitute and appoint WALDEN C. RHINES, R. DOUGLAS
NORBY AND FRANK S. DELIA, his true and lawful attorneys and
agents to do any and all acts and things and execute in his
name (whether on behalf of Mentor Graphics Corporation or as an
officer or director of said Company, or otherwise) any and all
instruments which said attorney and agent may deem necessary or
advisable in order to enable Mentor Graphics Corporation to
comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the
Securities Act of 1933, as amended, of 2,000,000 shares of
Common Stock of Mentor Graphics Corporation for issuance
pursuant to the 1989 Employee Stock Purchase Plan, including
specifically, but without limitation thereto, power and
authority to sign his name (whether on behalf of Mentor
Graphics Corporation or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8
and any amendment (including post-effective amendments) or
application for amendment thereof in respect to such Common
Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the
undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue
hereof.
DATED: December 28, 1994.
JAMES J. LUTTENBACHER
-------------------------------
Signature
James J. Luttenbacher
-------------------------------
Type or Print Name
<PAGE>
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
(1989 Employee Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of MENTOR GRAPHICS CORPORATION does
hereby constitute and appoint WALDEN C. RHINES, R. DOUGLAS
NORBY AND FRANK S. DELIA, his true and lawful attorneys and
agents to do any and all acts and things and execute in his
name (whether on behalf of Mentor Graphics Corporation or as an
officer or director of said Company, or otherwise) any and all
instruments which said attorney and agent may deem necessary or
advisable in order to enable Mentor Graphics Corporation to
comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the
Securities Act of 1933, as amended, of 2,000,000 shares of
Common Stock of Mentor Graphics Corporation for issuance
pursuant to the 1989 Employee Stock Purchase Plan, including
specifically, but without limitation thereto, power and
authority to sign his name (whether on behalf of Mentor
Graphics Corporation or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8
and any amendment (including post-effective amendments) or
application for amendment thereof in respect to such Common
Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the
undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue
hereof.
DATED: December 28, 1994.
MARSHA B. CONGDON
-------------------------------
Signature
Marsha B. Congdon
-------------------------------
Type or Print Name
<PAGE>
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
(1989 Employee Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of MENTOR GRAPHICS CORPORATION does
hereby constitute and appoint WALDEN C. RHINES, R. DOUGLAS
NORBY AND FRANK S. DELIA, his true and lawful attorneys and
agents to do any and all acts and things and execute in his
name (whether on behalf of Mentor Graphics Corporation or as an
officer or director of said Company, or otherwise) any and all
instruments which said attorney and agent may deem necessary or
advisable in order to enable Mentor Graphics Corporation to
comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the
Securities Act of 1933, as amended, of 2,000,000 shares of
Common Stock of Mentor Graphics Corporation for issuance
pursuant to the 1989 Employee Stock Purchase Plan, including
specifically, but without limitation thereto, power and
authority to sign his name (whether on behalf of Mentor
Graphics Corporation or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8
and any amendment (including post-effective amendments) or
application for amendment thereof in respect to such Common
Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the
undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue
hereof.
DATED: December 22, 1994.
JAMES R. FIEBIGER
-------------------------------
Signature
James R. Fiebiger
-------------------------------
Type or Print Name
<PAGE>
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
(1989 Employee Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of MENTOR GRAPHICS CORPORATION does
hereby constitute and appoint WALDEN C. RHINES, R. DOUGLAS
NORBY AND FRANK S. DELIA, his true and lawful attorneys and
agents to do any and all acts and things and execute in his
name (whether on behalf of Mentor Graphics Corporation or as an
officer or director of said Company, or otherwise) any and all
instruments which said attorney and agent may deem necessary or
advisable in order to enable Mentor Graphics Corporation to
comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the
Securities Act of 1933, as amended, of 2,000,000 shares of
Common Stock of Mentor Graphics Corporation for issuance
pursuant to the 1989 Employee Stock Purchase Plan, including
specifically, but without limitation thereto, power and
authority to sign his name (whether on behalf of Mentor
Graphics Corporation or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8
and any amendment (including post-effective amendments) or
application for amendment thereof in respect to such Common
Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the
undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue
hereof.
DATED: December 28, 1994.
DAVID R. HATHAWAY
-------------------------------
Signature
David R. Hathaway
-------------------------------
Type or Print Name
<PAGE>
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
(1989 Employee Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of MENTOR GRAPHICS CORPORATION does
hereby constitute and appoint WALDEN C. RHINES, R. DOUGLAS
NORBY AND FRANK S. DELIA, his true and lawful attorneys and
agents to do any and all acts and things and execute in his
name (whether on behalf of Mentor Graphics Corporation or as an
officer or director of said Company, or otherwise) any and all
instruments which said attorney and agent may deem necessary or
advisable in order to enable Mentor Graphics Corporation to
comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the
Securities Act of 1933, as amended, of 2,000,000 shares of
Common Stock of Mentor Graphics Corporation for issuance
pursuant to the 1989 Employee Stock Purchase Plan, including
specifically, but without limitation thereto, power and
authority to sign his name (whether on behalf of Mentor
Graphics Corporation or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8
and any amendment (including post-effective amendments) or
application for amendment thereof in respect to such Common
Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the
undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue
hereof.
DATED: December 21, 1994.
FONTAINE K. RICHARDSON
-------------------------------
Signature
Fontaine K. Richardson
-------------------------------
Type or Print Name
<PAGE>
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
(1989 Employee Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of MENTOR GRAPHICS CORPORATION does
hereby constitute and appoint WALDEN C. RHINES, R. DOUGLAS
NORBY AND FRANK S. DELIA, his true and lawful attorneys and
agents to do any and all acts and things and execute in his
name (whether on behalf of Mentor Graphics Corporation or as an
officer or director of said Company, or otherwise) any and all
instruments which said attorney and agent may deem necessary or
advisable in order to enable Mentor Graphics Corporation to
comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the
Securities Act of 1933, as amended, of 2,000,000 shares of
Common Stock of Mentor Graphics Corporation for issuance
pursuant to the 1989 Employee Stock Purchase Plan, including
specifically, but without limitation thereto, power and
authority to sign his name (whether on behalf of Mentor
Graphics Corporation or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8
and any amendment (including post-effective amendments) or
application for amendment thereof in respect to such Common
Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the
undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue
hereof.
DATED: December 28, 1994.
JON A. SHIRLEY
-------------------------------
Signature
Jon A. Shirley
-------------------------------
Type or Print Name
<PAGE>
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
(1989 Employee Stock Purchase Plan)
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of MENTOR GRAPHICS CORPORATION does
hereby constitute and appoint WALDEN C. RHINES, R. DOUGLAS
NORBY AND FRANK S. DELIA, his true and lawful attorneys and
agents to do any and all acts and things and execute in his
name (whether on behalf of Mentor Graphics Corporation or as an
officer or director of said Company, or otherwise) any and all
instruments which said attorney and agent may deem necessary or
advisable in order to enable Mentor Graphics Corporation to
comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission in
respect thereof, in connection with the registration under the
Securities Act of 1933, as amended, of 2,000,000 shares of
Common Stock of Mentor Graphics Corporation for issuance
pursuant to the 1989 Employee Stock Purchase Plan, including
specifically, but without limitation thereto, power and
authority to sign his name (whether on behalf of Mentor
Graphics Corporation or as an officer or director of said
Company, or otherwise) to a Registration Statement on Form S-8
and any amendment (including post-effective amendments) or
application for amendment thereof in respect to such Common
Stock or any exhibits filed therewith; and to file the same
with the Securities and Exchange Commission; and the
undersigned does hereby ratify and confirm all that said
attorney and agent shall do or cause to be done by virtue
hereof.
DATED: December 28, 1994.
DAVID N. STROHM
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Signature
David N. Strohm
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Type or Print Name
