As filed with the Securities and Exchange Commission on February
28, 1994.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
MENTOR GRAPHICS CORPORATION
(Exact name of registrant as specified in charter)
OREGON 93-0786033
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
8005 SW Boeckman Road
Wilsonville, Oregon 97070-7777
(Address of Principal (Zip Code)
Executive Offices)
Frank S. Delia
Vice President, General Counsel and Secretary
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 W. CHESTLER
Stoel Rives Boley Jones & Grey
900 SW Fifth Avenue
Portland, Oregon 97204-1268
Approximate date of commencement of proposed sale to the
public:As soon as practicable after this registration becomes
effective
If the only securities being registered on this Form are to be
offered pursuant to dividend or interest reinvestment plans,
please check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with a dividend or interest reinvestment plan,
check the following box. [X]
CALCULATION OF REGISTRATION FEE
_______________________________________________________________
Propose Proposed Amount
Maximum Maximum of
Amount Offering Aggregate Regis-
Title of Securities to Be Price Per Offering tration
to Be Registered Registered Share(1) Price(1) Fee
Common Stock, without
par value 420,613 Shares $13.32 $5,602,566 $1,932
_______________________________________________________________
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) under the Securities Act
of 1933. The calculation of the registration fee is based on
$13.32 per share, which was the average of the high and low prices
of the Common Stock on February 23, 1994, as reported in he Wall
Street Journal for NASDAQ National Market Issues.
The registrant hereby amends this registration statement
on such date or dates as may be necessary to delay its effective
date until the registrant shall file a further amendment which
specifically states that this registration statement shall
thereafter become effective in accordance with section 8(a) of the
Securities Act of 1933 or until the registration statement shall
become effective on such date as the Commission, acting pursuant
to said section 8(a), may determine.
2
CROSS-REFERENCE SHEET
SHOWING LOCATION IN THE PROSPECTUS OF ITEMS OF FORM S-3
Caption or
Registration Statement Item and Heading Location in Prospectus
1. Forepart of the Registration
Statement and Outside Front
Cover Page of Prospectus............ First Page of Prospectus
2. Inside Front and Outside Back
Cover Pages of Prospectus........... Available Information
3A. Summary Information................. The Company
3B. Risk Factors and Ratio of
Earnings to Fixed Charges........... Not Applicable
4. Use of Proceeds..................... Not Applicable
5. Determination of Offering Price..... Not Applicable
6. Dilution............................ Not Applicable
7. Selling Security Holders............ Selling Shareholders
8. Plan of Distribution................ Plan of Distribution
9. Description of Securities to be
Registered.......................... Not Applicable
10. Interests of Named Experts and
Counsel............................. Not Applicable
11. Material Changes.................... Recent Developments
12. Incorporation of Certain Documents
by Reference........................ Incorporation of
Certain Documents by
Reference
13. Disclosure of Commission Position
on Indemnification for
Securities Act Liabilities.......... Not Applicable
3
PROSPECTUS
MENTOR GRAPHICS CORPORATION
420,613 Shares of Common Stock
(without par value)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Common Stock of Mentor Graphics Corporation ("the
Company") offered hereby (the "Shares") may be sold by certain
shareholders of the Company (the "Selling Shareholders"). The
Company will not receive any of the proceeds from the offering.
The Common Stock of the Company is traded over-the-
counter in the NASDAQ National Market System. On February 23,
1994, the closing price for the Common Stock as reported in The
Wall Street Journal was $ 13.13 per share.
The Shares may be offered or sold from time to time
by the Selling Shareholders at market prices then prevailing,
in negotiated transactions or otherwise. Brokers or dealers
will receive commissions or discounts from Selling Shareholders
in amounts to be negotiated immediately prior to the sale. See
"PLAN OF DISTRIBUTION."
No person has been authorized to give any information
or to make any representations in connection with this offering
other than those contained in this Prospectus. This Prospectus
does not constitute an offering in any jurisdiction in which
such offering may not lawfully be made.
Neither the delivery of this Prospectus nor any sale
made hereunder shall, under any circumstances, create any
implication that there has been no change in the affairs of the
Company since the respective dates as to which information has
been given herein.
The date of this Prospectus is February 28, 1994.
THE COMPANY
Mentor Graphics Corporation (the "Company"), an
Oregon corporation organized in 1981, is headquartered in
Wilsonville, Oregon. The Company's common stock is traded on
the NASDAQ National Market System under the symbol MENT. The
Company designs, manufactures, markets and provides services
related to electronic design automation (EDA) software for the
integrated circuit and systems design markets. The address of
the principal executive offices of the Company is 8005 SW
Boeckman Road, Wilsonville, Oregon 97070-7777. The Company's
telephone number is (503) 685-7000.
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities Exchange Act of 1934 and in
accordance therewith files periodic reports and other
information with the Securities and Exchange Commission (the
"SEC"). Such reports, proxy statements, and other information
concerning the Company may be inspected and copies may be
obtained at prescribed rates at the offices of the SEC,
Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549,
as well as at the following regional offices: 75 Park Place,
Room 1228, New York, New York 10007; and 219 South Dearborn
Street, Room 1204, Chicago, Illinois 60604. The Company has
filed with the SEC a Registration Statement under the
Securities Act of 1933, as amended, with respect to the
securities offered pursuant to this Prospectus. For further
information, reference is made to the Registration Statement
and the exhibits thereto, which are available for inspection at
no fee at the public reference section of the SEC at its
principal office at Judiciary Plaza, 450 Fifth Street, NW,
Washington, D.C. 20549.
The Company hereby undertakes to provide without
charge to each person to whom a copy of this Prospectus is
delivered, upon written or oral request to Frank S. Delia, Vice
President, General Counsel and Corporate Secretary, 8005 SW
Boeckman Road, Wilsonville, Oregon 97070-7777, (503) 685-
7000, copies of any and all of the information that has been
incorporated by reference into this Prospectus, other than
exhibits to such information unless such exhibits are
specifically incorporated by reference therein. The
information relating to the Company contained in this
Prospectus does not purport to be comprehensive and should be
read together with the information contained in the documents
or portions of documents incorporated by reference into this
Prospectus.
2
SELLING SHAREHOLDERS
The Selling Shareholders are all former shareholders
of CheckLogic Systems, Inc. ("CheckLogic"), who acquired the
Shares offered hereby in connection with the merger of Mentor
Graphics Acquisition, Inc., a wholly-owned subsidiary of the
Company, with and into CheckLogic. All of the Selling
Shareholders, other than Mr. Chiang, are now employees of the
Company. The following table sets forth certain information
provided to the Company by the Selling Shareholders.
Shares of Common
Stock beneficially Common Stock
Name of Selling owned as of offered by this
Shareholder December 31, 1993 Prospectus
Chiou Min Chang 172,300 172,300
Wu-Tung Cheng 111,995 111,995
Josney Leung 60,305 60,305
S.H. Chiang 60,811 60,811
John A. Waicukauski 20,586(1) 15,202
_________________________
(1) Includes 5,384 shares subject to a stock option
exercisable prior to March 1, 1994
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the
Selling Shareholders, or by pledgees, donees, transferees or
other successors in interest. Such sales may be made in the
over-the-counter market or otherwise at prices and at terms
then prevailing or at prices related to the then current market
price, or in negotiated transactions. In addition, Wu-Tung
Cheng may sell up to 2,787 Shares to Susheel Chandra for $.072
per share pursuant to an option granted by Mr. Cheng to Mr.
Chandra. The Shares may be sold by one or more of the
following methods: (a) block trades in which the broker or
dealer so engaged will attempt to sell the Shares as agent but
may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer
as principal, in a market maker capacity or otherwise, and
resale by such broker or dealer for its account pursuant to
this Prospectus; and (c) ordinary brokerage transactions and
transactions in which the broker solicits purchasers. In
effecting sales, brokers or dealers engaged by the Selling
Shareholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or
discounts from the Selling Shareholders in amounts to be
negotiated immediately prior to the sale. The Selling
Shareholders, such brokers or dealers, and any other
3
participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933
(the "Act") in connection with such sales. In addition, any
securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus.
Upon the Company being notified by a Selling
Shareholder that any material arrangement has been entered into
with a broker or dealer for the sale of Shares through a block
trade or any other purchase by a broker or dealer as principal,
other than a purchase as a market maker in an ordinary trading
transaction, a supplemented prospectus will be filed, if
required, pursuant to Rule 424 under the Act, disclosing (i)
the name of such Selling Shareholder and of the participating
brokers or dealers, (ii) the number of Shares involved, (iii)
the price at which such Shares will be sold, (iv) the
commission paid or discounts or concessions allowed to such
brokers or dealers, where applicable, (v) that such brokers or
dealers did not conduct any investigation to verify the
information set out or incorporated by reference in this
Prospectus, and (vi) other facts material to the transaction.
RECENT DEVELOPMENTS
The following table shows certain information relating to the
Company's results of operations for the years endedDecember 31,
1993 and 1992, respectively:
Year ended December 31, 1993 1992
Total Revenues $ 339,775 $ 350,766
Operating loss $ (29,392) $ (40,732)
Net loss $ (32,073) $ (50,861)
Net loss per common
and common equivalent share $ (.69) $ (1.13)
Weighted average number of common and
common equivalent shares outstanding 46,410 45,142
The reduction in revenues was primarily the result of exiting
the hardware business. In the past two years, the Company has
been executing a plan to move to a software-only business model.
Revenues have also been negatively impacted by a poor world-wide
economy. The results of operations were impacted by a plan for
restructuring approved by management in December 1993. The charge
taken in the fourth quarter totaled $24,800 and is included in
4
the operating loss above. The costs associated with the plan
consist primarily of direct costs related to the severance
and relocation of employees, facilities' closures and write-offs
of excess equipment and intangible software technology assets
related to product development activities.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1992, Commission
File No. 0-13442.
2. The Company's Quarterly Reports on Form 10-Q for
the fiscal quarters ended March 31, 1993, June
30, 1993, and September 30, 1993.
3. The description of the Common Stock contained in
the Company's Registration Statement on Form 8-A
filed with the Securities and Exchange
Commission under section 12 of the Securities
Exchange Act of 1934, as amended.
All reports and other documents subsequently filed by
the Company pursuant to sections 13(a), 13(c), 14, and 15(d) of
the Securities Exchange Act of 1934, as amended, prior to the
termination of the offering 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.
EXPERTS
The consolidated financial statements and schedules of
Mentor Graphics Corporation and subsidiaries as of December 31,
1992 and 1991 and for each of the years in the three-year period
ended December 31, 1992, appearing or incorporated by reference in
the Company's Annual Report on Form 10-K for the year ended
December 31,1992, have been incorporated by reference herein in
reliance upon the reports of KPMG Peat Marwick, independent
certified public accounts, incorporated by reference herein, and
upon the authority ofsaid firm as experts in accounting and
auditing. To the extent that KPMG Peat Marwick audits and reports
on consolidated financial statements of Mentor Graphics
Corporation and subsidiaries issued at future dates, and consents
to the use of their report thereon, such financial statements will
be incorporated by reference in the registration statement in
reliance upon their report and said authority.
5
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
All expenses in connection with the issuance and
distribution of the securities being registered will be paid by
the Company. The following is an itemized statement of these
expenses:
Registration fee........................ $ 1,932
Legal fees.............................. 1,500*
Accounting Fees......................... 5,000*
Miscellaneous........................... 100*
Total.............................. $ 8,532
____________________
*Estimated
Item 15. Indemnification of Directors and Officers.
Article V of the Company's Bylaws indemnifies directors
and officers to the fullest extent permitted by the 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 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, 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
II-1
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 the 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 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 the 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
II-2
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 16. Exhibits.
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 3B to the Company's Annual
Report on Form 10-K for the year ended December
31, 1989, File No. 0-13442.
5. Opinion of Counsel.
23. Consent of Accountants. See Page II-7.
24. Powers of Attorney.
Item 17. 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-
II-3
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
liability 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 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.
II-4
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-3 and has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wilsonville, State of Oregon, on
February 28, 1994.
MENTOR GRAPHICS CORPORATION
By
Frank S. Delia
Vice President,
Chief Administrative Officer
II-5
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities indicated on this 28th day of
February, 1994.
Signature Title
(1) Principal Executive Officer:
*WALDEN C. RHINES President,
Walden C. Rhines Chief Executive Officer,
and Director
(2) Principal Financial Officer:
R. DOUGLAS NORBY Executive Vice President
R. Douglas Norby and Chief Financial
Officer
(3) Principal Accounting Officer:
JAMES J. LUTTENBACHER Corporate Controller and
James J. Luttenbacher Chief Accounting Officer
(4) Directors:
*THOMAS H. BRUGGERE Director
Thomas H. Bruggere
*MARSHA B. CONGDON Director
Marsha B. Congdon
*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
Frank S. Delia, Attorney-in-Fact
II-6
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to incorporation by reference herein of our
reports dated February 2, 1993, relating to the consolidated
balance sheets of Mentor Graphics Corporation and subsidiaries
as of December 31, 1992 and 1991, 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, 1992, which reports appear or are incorporated by
reference in the December 31, 1992 annual report on Form 10-K of
Mentor Graphics Corporation, and to references to our Firm under
the heading "Experts" in the prospectus.
KPMG PEAT MARWICK
Portland, Oregon,
February 28, 1994
II-7
EXHIBIT INDEX
Sequential
Exhibit Page
Number Document Description 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 3B to the Company's Annual
Report on Form 10-K for the year
ended December 31, 1989, File No.
0-13442.
5. Opinion of Counsel.
23. Consent of Independent Certified .
Public Accountants
See Page II-7.
24. Powers of Attorney.
EXHIBIT 5
February 28, 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-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, covering the resale of
420,613 shares of Common Stock, without par value, (the "Shares")
of the Company by the holders thereof (the "Selling
Shareholders"). The Shares were issued to the Selling
Shareholders pursuant to the Plan and Agreement of Merger between
the Company, Mentor Graphics Acquisition, Inc. and CheckLogic
Systems, Inc., dated December 1, 1993. I have reviewed the
corporate actions of the Company in connection with this matter
and have examined those documents, corporate records, and other
instruments we deemed necessary for the purposes of this opinion.
Based on the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly
existing under the laws of the State of Oregon;
2. The Shares have been duly authorized and are 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,
Dean M. Freed
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of MENTOR GRAPHICS CORPORATION does
hereby constitute and appoint THOMAS H. BRUGGERE
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 shares of Common Stock of Mentor
Graphics Corporation issued pursuant to the Plan and Agreement of
Merger among Mentor Graphics Corporation, Mentor Graphics
Acquisition, Inc. and CheckLogic Systems, Inc., dated December 1,
1993, 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-3
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: _____________, 19__.
_________________________________
Signature
Walden C. Rhines
POWER OF ATTORNEY
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 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 shares of Common Stock of Mentor
Graphics Corporation issued pursuant to the Plan and Agreement of
Merger among Mentor Graphics Corporation, Mentor Graphics
Acquisition, Inc. and CheckLogic Systems, Inc., dated December 1,
1993, 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-3
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: _____________, 19__.
_________________________________
Signature
Thomas H. Bruggere
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of MENTOR GRAPHICS CORPORATION does
hereby constitute and appoint THOMAS H. BRUGGERE, WALDEN C.
RHINES 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 shares of Common Stock of Mentor
Graphics Corporation issued pursuant to the Plan and Agreement of
Merger among Mentor Graphics Corporation, Mentor Graphics
Acquisition, Inc. and CheckLogic Systems, Inc., dated December 1,
1993, 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-3
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: _____________, 19__.
_________________________________
Signature
Marsha B. Congdon
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of MENTOR GRAPHICS CORPORATION does
hereby constitute and appoint THOMAS H. BRUGGERE, WALDEN C.
RHINES 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 shares of Common Stock of Mentor
Graphics Corporation issued pursuant to the Plan and Agreement of
Merger among Mentor Graphics Corporation, Mentor Graphics
Acquisition, Inc. and CheckLogic Systems, Inc., dated December 1,
1993, 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-3
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: _____________, 19__.
_________________________________
Signature
David R. Hathaway
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of MENTOR GRAPHICS CORPORATION does
hereby constitute and appoint THOMAS H. BRUGGERE, WALDEN C.
RHINES 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 shares of Common Stock of Mentor
Graphics Corporation issued pursuant to the Plan and Agreement of
Merger among Mentor Graphics Corporation, Mentor Graphics
Acquisition, Inc. and CheckLogic Systems, Inc., dated December 1,
1993, 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-3
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: _____________, 19__.
_________________________________
Signature
Fontaine K. Richardson
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of MENTOR GRAPHICS CORPORATION does
hereby constitute and appoint THOMAS H. BRUGGERE, WALDEN C.
RHINES 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 shares of Common Stock of Mentor
Graphics Corporation issued pursuant to the Plan and Agreement of
Merger among Mentor Graphics Corporation, Mentor Graphics
Acquisition, Inc. and CheckLogic Systems, Inc., dated December 1,
1993, 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-3
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: _____________, 19__.
_________________________________
Signature
Jon A. Shirley
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned,
an officer and/or director of MENTOR GRAPHICS CORPORATION does
hereby constitute and appoint THOMAS H. BRUGGERE, WALDEN C.
RHINES 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 shares of Common Stock of Mentor
Graphics Corporation issued pursuant to the Plan and Agreement of
Merger among Mentor Graphics Corporation, Mentor Graphics
Acquisition, Inc. and CheckLogic Systems, Inc., dated December 1,
1993, 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-3
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: _____________, 19__.
_________________________________
Signature
David N. Strom
