<PAGE>
As filed with the Securities and Exchange Commission
on December 6, 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]<PAGE>
<PAGE>2
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- ---------------------------------------------------------------------------
Proposed 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
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without
par value 2,442,597 Shares $13.125 $32,059,086 $11,055
_____________________________________________________________________________
<FN>
(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 $13.125 per share, which was the average of the high
and low prices of the Common Stock on November 29, 1994 as
reported in The Wall Street Journal for NASDAQ National
Market Issues.
</TABLE>
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.<PAGE>
<PAGE>3
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
3. Summary Information, Risk
Factors and Ratio of
Earnings to Fixed Charges........... The Company, Risk Factors
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.................... Not Applicable
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<PAGE>
<PAGE>
PROSPECTUS
MENTOR GRAPHICS CORPORATION
2,442,597 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 ____________,
199__, the closing price for the Common Stock as reported in
The Wall Street Journal was $_____ 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."
SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN RISKS
RELATED TO AN INVESTMENT IN THE COMMON STOCK.
_______________
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 _______________, 199__.
<PAGE>
<PAGE>2
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 supports 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: 7 World Trade
Center, 13th Floor, New York, New York 10048; and CitiCorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60621. 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, Chief Administrative Officer, General Counsel and
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.<PAGE>
<PAGE>3
RISK FACTORS
History of Losses; Repeated Restructuring Charges.
-------------------------------------------------
In the years ended December 31, 1993, 1992, and 1991, the
Company incurred net losses of $32,073,000, $50,861,000, and
$61,613,000, respectively, including restructure charges of
$24,800,000, $12,900,000, and $27,100,000, respectively. The
1993 restructuring charge related to a restructuring plan
approved in December 1993 aimed at reducing operating expenses
by streamlining and reorganizing Company operations. The 1992
and 1991 restructuring charges related to restructuring plans
aimed at improving the Company's focus on its core businesses
of integrated circuit design and electronic systems design.
Revenues for the past three years have been negatively impacted
by a poor Japanese economy. While difficult to predict, the
Company's revenues may continue to be negatively impacted by
general weakness in Japan. Although the Company has been
profitable in 1994, there can be no assurance as to the
Company's ability to avoid future restructuring charges or to
achieve sustained profitability.
Shift Away From Hardware Sales. The Company
------------------------------
historically has sold complete EDA systems including software
provided by the Company and hardware purchased from third party
suppliers, principally Hewlett-Packard Company and Sun
Microsystems, Inc. During the last three years, the Company
has been executing a plan to exit from the hardware business
and to sell software only. The majority of the Company's
customers now meet their hardware needs by working directly
with hardware vendors.
Technological Change. The market for the Company's
--------------------
products is characterized by rapidly changing technology,
evolution of new industry standards and frequent introductions
of new products and product enhancements. The Company's
success will depend upon its continued ability to enhance its
existing products, to introduce new products on a timely and
cost-effective basis to meet evolving customer requirements, to
achieve market acceptance for new product offerings and to
respond to emerging industry standards and other technological
changes. There can be no assurance that the Company will be
successful in developing new products or enhancing its existing
products or that such new or enhanced products will receive
market acceptance.
Competition. The EDA industry is highly competitive
-----------
and has been characterized by rapid technological advances in
application software, operating systems and hardware. Some of
the Company's competitors and potential competitors may have
greater financial and marketing resources than the Company.
There can be no assurance that the Company will have the<PAGE>
<PAGE>4
financial resources, marketing, distribution and service
capability, depth of key personnel or technological knowledge
to compete successfully in the EDA market.
Key Personnel. The success of the Company depends on
-------------
its ability to attract and retain qualified technical,
managerial and marketing personnel. Competition for such
personnel is intense in the software industry and there can be
no assurance that the Company will be successful in attracting
and retaining such personnel.
Possible Volatility of Stock Price. The market price
----------------------------------
of the Company's Common Stock may be subject to wide
fluctuations in response to quarter-to-quarter variations in
operating results, changes in earnings estimates by analysts,
announcements of technological innovations or new products by
the Company or its competitors, general conditions in the
software and computer industries and other events or factors.
In addition, the stocks of many technology companies have
experienced extreme price and volume fluctuations which have
often been unrelated to the companies' operating performance.
Such market fluctuations, as well as general economic,
political and market conditions, may adversely affect the
market price of the Company's Common Stock.
SELLING SHAREHOLDERS
The Selling Shareholders are all former shareholders
of Model Technology Incorporated ("MTI"), 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 MTI. All of the Selling Shareholders
are now employees of the Company. No Selling Shareholder is an
officer of the Company. The following table sets forth certain
information provided to the Company by the Selling
Shareholders.
<TABLE>
<CAPTION>
Shares of Common
Stock beneficially Common Stock
Name of Selling owned as of offered by this
Shareholder December 1, 1994 Prospectus
- --------------- ---------------- -------------
<S> <C> <C>
Walter R. Vines 1,089,774 1,089,774
Robert D. Hunter 864,304 864,304
The John T. Montague 490,020<F1> 488,519
Revocable Trust
___________________
<FN>
<F1> Includes 1,501 shares beneficially owned by John T.
Montague, the trustee and beneficiary of The John T.
Montague Revocable Trust, in his individual or other
capacities.
</TABLE>
<PAGE>
<PAGE>5
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. 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
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.
<PAGE>
<PAGE>6
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, 1993, Commission File
No. 0-13442.
2. The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 1994, June 30, 1994,
and September 30, 1994.
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 as of December 31, 1993 and
1992, and for each of the years in the three-year period ended
December 31, 1993, have been incorporated by reference herein
and included or incorporated by reference in the Company's
Annual Report on Form 10-K for the year ended December 31,
1993, in reliance upon the reports of KPMG Peat Marwick,
independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as
experts in accounting and auditing. To the extent that KPMG
Peat Marwick audits and reports on financial statements of
Mentor Graphics Corporation issued at future dates, and
consents to the use of their reports thereon, such financial
statements also will be incorporated by reference herein in
reliance upon their reports and said authority.<PAGE>
<PAGE>II-1
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........................ $11,055
Legal fees.............................. 1,500*
Accounting Fees......................... 500*
Miscellaneous........................... 100*
------
Total.............................. $13,155*
======
____________________
*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<PAGE>
<PAGE>II-2
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<PAGE>
<PAGE>II-3
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.
5. Opinion of Counsel.
23. Consent of Accountants.
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-
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.<PAGE>
<PAGE>II-4
(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.
<PAGE>
<PAGE>II-5
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
December 5, 1994.
MENTOR GRAPHICS CORPORATION
By /s/ FRANK S. DELIA
---------------------------------
Frank S. Delia
Vice President,
Chief Administrative Officer
<PAGE>
<PAGE>II-6
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 5th day of
December, 1994.
Signature Title
--------- -----
(1) Principal Executive Officer:
*WALDEN C. RHINES President,
- ----------------------------------- Chief Executive Officer,
Walden C. Rhines and 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
(4) Directors:
__________________________________ 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
__________________________________ Director
David N. Strohm
*By /s/ FRANK S. DELIA
- ----------------------------------
Frank S. Delia,
Attorney-in-Fact
<PAGE>
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.
5. Opinion of Counsel.
23. Consent of Accountants.
24. Powers of Attorney.
<PAGE>
EXHIBIT 4B
BYLAWS
OF
MENTOR GRAPHICS CORPORATION
ARTICLE I
SHAREHOLDERS
1.1 Annual Meeting. The annual meeting of the shareholders
--------------
shall be held on the third Wednesday in the month of May in
each year at the hour of 3:00 p.m., for the purpose of electing
directors and transacting such other business as may come
before the meeting. If the day fixed for the annual meeting is
a legal holiday, the meeting shall be held on the next
succeeding Friday.
1.2 Failure to Hold Annual Meeting. If the annual meeting is
------------------------------
not held at the designated time, the President or the Board of
Directors may call the annual meeting at a time fixed by the
calling party not more than 60 days after the designated time
by proper notice designating the meeting as the annual meeting.
If the annual meeting is not held at the designated time or
during the 60-day period thereafter, the annual meeting may be
called by the holders of not less than one-tenth of all the
shares entitled to vote at the meeting. In such event, notice
shall be given not more than 15 days after the expiration of
such 60-day period. The notice shall fix the time of the
meeting at the earliest date permissible under the applicable
notice requirements.
1.3 Special Meetings. Special meetings of the shareholders
----------------
may be called by the President or by the Board of Directors,
and shall be called by the President at the request of the
holders of not less than one-tenth of all the outstanding
shares of the corporation entitled to vote at the meeting.
1.4 Place of Meetings. Meetings of the shareholders shall be
-----------------
held at the principal business office of the corporation or at
such other place as may be determined by the Board of
Directors.
1.5 Notice of Meetings. Written or printed notice stating the
------------------
place, day and hour of the meeting and, in case of a special
meeting, the purpose or purposes for which the meeting is
called, shall be mailed to each shareholder entitled to vote at
the meeting at the shareholder's address as it appears on the
stock transfer records of the corporation, with postage thereon
prepaid, not less than 10 nor more than 60 days before the date
of the meeting, by or at the direction of the President, the
Secretary or the officer or persons calling the meeting.
1.6 Waiver of Notice. Whenever any notice is required to be
----------------
given to any shareholder of the corporation, a waiver thereof
in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
1.7 Record Date.
-----------
(a) The Board of Directors may fix a record date for the
purpose of determining shareholders entitled to notice of a
shareholders' meeting, to demand a special meeting, to vote or
to take any other action, which date shall not be more than 70
days before the meeting or action requiring a determination of
shareholders.
<PAGE>
<PAGE>2
(b) If no record date is fixed for the determination of
shareholders entitled to notice of and to vote at a
shareholders' meeting, the record date shall be the close of
business on the day before the first notice is delivered to
shareholders.
(c) A determination of shareholders entitled to notice of
or to vote at a shareholders' meeting is effective for any
adjournment of the meeting unless the Board of Directors fixes
a new record date, which it must do if the meeting is adjourned
to a date more than 120 days after the date fixed for the
original meeting.
1.8 Voting Records. The officer or agent having charge of the
--------------
stock transfer books for shares of the corporation shall make,
at least 10 days before each meeting of shareholders, a
complete record of the shareholders entitled to vote at such
meeting, or any adjournment thereof, arranged in alphabetical
order, with the address of and the number of shares held by
each, which record, for a period of 10 days prior to such
meeting, shall be kept on file at the registered office of the
corporation and shall be subject to inspection by any
shareholder at any time during usual business hours. Such
record shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of
any shareholder during the whole time of the meeting. The
original stock transfer book shall be prima facie evidence as
to who are the shareholders entitled to examine such record or
transfer books or to vote at any meeting of shareholders.
Failure to comply with the requirements of this section shall
not affect the validity of any action taken at such meeting.
1.9 Quorum. A majority of the outstanding shares of the
------
corporation entitled to vote, represented in person or by
proxy, shall constitute a quorum at a meeting of shareholders.
If a quorum is present at a meeting, a majority may adjourn the
meeting from time to time to a different time and place without
further notice. At such adjourned meeting at which a quorum is
present, any business may be transacted which might have been
transacted at the meeting as originally held. The shareholders
present at a duly organized meeting may continue to transact
business until adjournment, notwithstanding the withdrawal of
enough shareholders to leave less than a quorum.
1.10 Manner of Acting. Unless otherwise required by law or the
----------------
articles of incorporation, any question submitted to the
shareholders shall be approved if the number of shares voted in
favor of such question exceeds the number of shares voted in
opposition. Any action which is required or permitted to be
taken by the shareholders at a meeting may be taken without a
meeting if a consent in writing setting forth the action so
taken is signed by all of the shareholders entitled to vote on
the matter. The action shall be effective on the date when the
last signature is placed on the consent or at such earlier time
as is set forth therein. Such consent, which shall have the
same effect as a unanimous vote of the shareholders, shall be
filed with the minutes of the corporation.
1.11 Proxies. At all meetings of shareholders, a shareholder
-------
may vote by proxy executed in writing by the shareholder or by
a duly authorized attorney in fact. The proxy shall be filed
with the Secretary of the corporation before or at the time of
the meeting. No proxy shall be valid after 11 months from the
date of its execution, unless otherwise provided in the proxy.
1.12 Voting of Shares by Certain Holders.
-----------------------------------
(a) Shares standing in the name of another corporation
may be voted by such officer, agent or proxy as the bylaws of
such corporation may prescribe, or, in the absence of such
provision, as the board of directors of such corporation may
determine.<PAGE>
<PAGE>3
(b) Shares held by an administrator, executor, guardian
or conservator may be voted by the holder, either in person or
by proxy, without a transfer of such shares into the holder's
name. Shares standing in the name of a trustee may be voted by
that trustee, either in person or by proxy, but no trustee
shall be entitled to vote shares without a transfer of such
shares into the trustee's name.
(c) Shares standing in the name of a receiver may be
voted by such receiver, and shares held by or under the control
of a receiver may be voted by such receiver without the
transfer thereof into the receiver's name if authority to do so
is contained in an appropriate order of the court by which such
receiver was appointed.
(d) A shareholder whose shares are pledged shall be
entitled to vote such shares until the shares have been
transferred into the name of the pledgee, and thereafter the
pledgee shall be entitled to vote the shares so transferred.
(e) Neither treasury shares, nor shares of its own stock
held by the corporation in a fiduciary capacity, nor shares
held by another corporation if a majority of the shares
entitled to vote for the election of directors of such other
corporation is held by the corporation, shall be voted at any
meeting or counted in determining the total number of
outstanding shares at any given time.
1.13 Acquisition of Control Shares. As provided in Section 10,
-----------------------------
Chapter 820, Oregon Laws 1987 and to the fullest extent
permitted by that section, the corporation shall be authorized
to require a holder of control shares to sell the control
shares to the corporation for fair value. The term "control
shares" shall have the same meaning as that term has in Chapter
820, Oregon Laws 1987. The procedures for acquisition of
control shares pursuant to this section shall be that the Board
of Directors shall determine the fair value of the control
shares and shall give notice to the holder of the control
shares of the fair value and the time at which payment for the
control shares will be available. The corporation will then
make payment for the control shares against delivery of the
shares.
ARTICLE II
BOARD OF DIRECTORS
2.1 General Powers. The business and affairs of the
--------------
corporation shall be managed by its Board of Directors.
2.2 Number, Tenure and Qualification. The number of directors
--------------------------------
of the corporation shall be set by resolution of the Board or
action of the company's shareholders, and the number of
directors shall be not less than 5 or more than 9. The
directors shall hold office until the next annual meeting of
shareholders and until their successors shall have been elected
and qualified. Directors need not be residents of the State of
Oregon or shareholders of the corporation. The number of
directors may be increased or decreased from time to time by
resolution or by amendment to the bylaws, but no decrease shall
have the effect of shortening the term of any incumbent
director.
2.3 Regular Meetings. A regular meeting of the Board of
----------------
Directors shall be held without other notice than this bylaw
immediately after, and at the same place as, the annual meeting
of shareholders. The Board of Directors may provide, by
resolution, the time and place, either within or without the
State of Oregon, for the holding of additional regular meetings
without other notice than the resolution.<PAGE>
<PAGE>4
2.4 Special Meetings. Special meetings of the Board of
----------------
Directors may be called by or at the request of the President
or by one-third of the directors. The person or persons
authorized to call special meetings of the Board of Directors
may fix any place, either within or without the State of
Oregon, as the place for holding any special meeting of the
Board of Directors called by them.
2.5 Notice. Written notice of any special meeting of the
------
Board of Directors shall be given at least 10 days prior to the
meeting by personal delivery, by mail or by telegram. If
mailed, notice shall be deemed to be given when deposited in
the United States mails addressed to the director at the
director's business address, with postage thereon prepaid. If
by telegram, notice shall be deemed to be given when the
telegram is delivered to the telegraph company. The attendance
of a director at a meeting shall constitute a waiver of notice
of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any
business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the
purpose of, any regular or special meeting of the Board of
Directors need be specified in the notice or waiver of notice
of such meeting.
2.6 Waiver of Notice. Whenever any notice is required to be
----------------
given to any director of the corporation, a waiver thereof in
writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall
be deemed equivalent to the giving of such notice.
2.7 Quorum. A majority of the number of directors fixed by
------
Section 2.2 of this Article II shall constitute a quorum for
the transaction of business at any meeting of the Board of
Directors.
2.8 Chairman; Manner of Acting.
--------------------------
(a) The Board of Directors shall appoint a chairman from
among the members of the Board who shall preside at all
meetings of the Board. The act of the majority of the
directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, unless a different
number is provided by law, the articles of incorporation or
these bylaws.
(b) Members of the Board of Directors may hold a board
meeting by conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other. Participation in such a meeting
shall constitute presence in person at the meeting.
(c) Any action which is required or permitted to be taken
by the directors at a meeting may be taken without a meeting if
a consent in writing setting forth the action so taken is
signed by all of the directors entitled to vote on the matter.
The action shall be effective on the date when the last
signature is placed on the consent or at such earlier time as
is set forth therein. Such consent, which shall have the same
effect as a unanimous vote of the directors, shall be filed
with the minutes of the corporation.
2.9 Vacancies. Except as hereinafter provided, any vacancy
---------
occurring in the Board of Directors may be filled by the
affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors, or by a
sole remaining director. Any directorship to be filled by
reason of any increase in the number of directors of the
corporation fixed by the bylaws may be filled by the
affirmative vote of a majority of the number of directors fixed
by the bylaws prior to such increase; provided that not more
than two such directorships may be filled by the directors
during any one period between annual meetings of the
shareholders of the <PAGE>
<PAGE>5
corporation. Any such directorship not so filled by the
directors shall be filled by election at the next annual
meeting of shareholders or at a special meeting of shareholders
called for that purpose. A director elected to fill a vacancy
shall be elected to serve until the next annual meeting of
shareholders and until a successor shall be elected and
qualified.
2.10 Compensation. By resolution of the Board of Directors,
------------
the directors may be paid their expenses, if any, of attendance
at each meeting of the Board of Directors, and may be paid a
fixed sum for attendance at each meeting of the Board of
Directors or a stated salary as director. No such payment
shall preclude any director from serving the corporation in any
other capacity and receiving compensation therefor.
2.11 Presumption of Assent. A director of the corporation who
---------------------
is present at a meeting of the Board of Directors at which
action on any corporate matter is taken shall be presumed to
have assented to the action taken unless the director's dissent
to the action is entered in the minutes of the meeting or
unless a written dissent to the action is filed with the person
acting as the secretary of the meeting before the adjournment
thereof or forwarded by certified or registered mail to the
Secretary of the corporation immediately after the adjournment
of the meeting. The right to dissent shall not apply to a
director who voted in favor of the action.
2.12 Transactions with Directors.
---------------------------
(a) Any contract or other transaction or determination
between the corporation and one or more of its directors, or
between the corporation and another party in which one or more
of its directors are interested, shall be valid notwithstanding
the relationship or interest or the presence or participation
of such director or directors in a meeting of the Board of
Directors or a committee thereof which acts upon or in
reference to such contract, transaction, or determination, if:
the fact of such relationship or interest is disclosed or known
to the Board of Directors or committee and it authorizes,
approves or ratifies the contract, transaction or determination
by a vote or consent sufficient for the purpose without
counting the votes or consents of such interested directors; or
the fact of such relationship or interest is disclosed or known
to the shareholders entitled to vote and they authorize,
approve or ratify such contract, transaction or determination
by vote or written consent; or the contract, transaction or
determination is fair and reasonable to the corporation.
(b) Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the Board
of Directors or committee which authorizes or ratifies such
contract, transaction or determination. The interested
directors shall not be disqualified from voting as shareholders
for ratification or approval of such contract, transaction or
determination.
(c) None of the provisions of this section shall
invalidate any contract, transaction or determination which
would otherwise be valid under applicable law.
2.13 Removal. All or any number of the directors may be
-------
removed, with or without cause, at a meeting called expressly
for that purpose, by a vote of the holders of a majority of the
shares then entitled to vote at an election of directors.
ARTICLE III
EXECUTIVE COMMITTEE
3.1 Designation. The Board of Directors may designate two or
-----------
more directors to constitute an executive committee. The
designation of an executive committee, and the delegation of
authority to it, shall not operate to relieve the Board of
Directors, or any member thereof, of any <PAGE>
<PAGE>6
responsibility imposed by law. No member of the executive
committee shall continue to be a member thereof after ceasing
to be a director of the corporation. The Board of Directors
shall have the power at any time to increase or decrease the
number of members of the executive committee, to fill vacancies
thereon, to change any member thereof and to change the
functions or terminate the existence thereof.
3.2 Powers. During the interval between meetings of the Board
------
of Directors, and subject to such limitations as may be imposed
by resolution of the Board of Directors, the executive
committee may have and may exercise all the authority of the
Board of Directors in the management of the corporation,
provided that the executive committee shall not have the
authority of the Board of Directors in reference to amending
the articles of incorporation; adopting a plan of merger or
consolidation; recommending to the shareholders the sale,
lease, exchange, mortgage, pledge or other disposition of all
or substantially all the property and assets of the corporation
otherwise than in the usual regular course of its business;
recommending to the shareholders a voluntary dissolution of the
corporation or a revocation thereof; or amending the bylaws of
the corporation.
3.3 Procedures; Meetings; Quorum.
----------------------------
(a) The Board of Directors shall appoint a chairman from
among the members of the executive committee and shall appoint
a secretary who may, but need not, be a member of the executive
committee. The chairman shall preside at all meetings of the
executive committee and the secretary of the executive
committee shall keep a record of its acts and proceedings.
(b) Regular meetings of the executive committee, of which
no notice shall be necessary, shall be held on such days and at
such places as shall be fixed by resolution adopted by the
executive committee. Special meetings of the executive
committee shall be called at the request of the President or of
any member of the executive committee, and shall be held upon
such notice as is required by these bylaws for special meetings
of the Board of Directors, provided that notice by word of
mouth or telephone shall be sufficient if received in the city
where the meeting is to be held not later than the day
immediately preceding the day of the meeting.
(c) Attendance of any member of the executive committee
at a meeting shall constitute a waiver of notice of the
meeting. A majority of the executive committee, from time to
time, shall be necessary to constitute a quorum for the
transaction of any business, and the act of a majority of the
members present at a meeting at which a quorum is present shall
be the act of the executive committee. Members of the
executive committee may hold a meeting of such committee by
means of conference telephone or similar communications
equipment by means of which all persons participating in the
meeting can hear each other, and participation in such a
meeting shall constitute presence in person at the meeting.
(d) Any action which may be taken at a meeting of the
executive committee may be taken without a meeting if a consent
in writing setting forth the actions so taken shall be signed
by all members of the executive committee entitled to vote with
respect to the subject matter thereof. The action shall be
effective on the date when the last signature is placed on the
consent or at such earlier time as is set forth therein. The
consent shall have the same effect as a unanimous vote of the
executive committee.
(e) The Board of Directors may vote to pay the members of
the executive committee a reasonable fee as compensation for
attendance at meetings of the executive committee.<PAGE>
<PAGE>7
ARTICLE IV
OFFICERS
4.1 Number. The officers of the corporation shall be a
------
President and Chief Executive Officer, one or more Senior Vice
Presidents, one or more Vice Presidents, a Secretary, and a
Treasurer. Such other officers and assistant officers as may
be deemed necessary may be appointed by the Board of Directors
and shall have such powers and duties as may be prescribed by
the Board of Directors. Any two or more offices may be held by
the same person.
4.2 Election and Term of Office. The officers of the
--------------------------
corporation shall be appointed annually by the Board of
Directors at the first meeting of the Board of Directors held
after the annual meeting of the shareholders. If the
appointment of officers shall not be held at the meeting, it
shall be held as soon thereafter as is convenient. Each
officer shall hold office until a successor shall have been
duly appointed and shall have qualified or until the officer's
death, resignation or removal in the manner hereinafter
provided.
4.3 Removal. Any officer or agent appointed by the Board of
-------
Directors may be removed by the Board of Directors whenever in
its judgment the best interests of the corporation would be
served thereby, but removal shall be without prejudice to the
contract rights, if any, of the person so removed. Appointment
of an officer or agent shall not of itself create contract
rights.
4.4 Vacancies. A vacancy in any office because of death,
---------
resignation, removal, disqualification or otherwise, may be
filled by the Board of Directors for the unexpired portion of
the term.
4.5 President and Chief Executive Officer. The President and
-------------------------------------
Chief Executive Officer (herein referred to as the "President")
shall be the chief executive officer of the corporation and
shall be in general charge of its business and affairs, subject
to the control of the Board of Directors. The President shall
preside at all meetings of the shareholders. The President may
execute on behalf of the corporation all contracts, agreements,
stock certificates and other instruments, including all
contracts, agreements and instruments calling for the signature
of the president of the corporation. The President shall from
time to time report to the Board of Directors all matters
within the President's knowledge affecting the corporation
which should be brought to the attention of the Board. The
President may vote all shares of stock in other corporations
owned by the corporation and shall be empowered to execute
proxies, waivers of notice, consents and other instruments in
the name of the corporation with respect to such stock. The
President shall perform such other duties as may be required by
the Board of Directors.
4.6 Senior Vice President. In the absence of the President,
---------------------
or in the event of the President's death, inability or refusal
to act, the Senior Vice President (or, if there is more than
one Senior Vice President, the Senior Vice Presidents, in the
order designated by the Board of Directors, or in the absence
of any designation, then in the order of their appointment)
shall perform the duties of the President, and when so acting,
shall have all of the powers of and be subject to all
restrictions upon the President. The Senior Vice Presidents
may vote all shares of stock in other corporations owned by the
corporation and shall be empowered to execute proxies, waivers
of notice, consents and other instruments in the name of the
corporation with respect to such stock. The Senior Vice
Presidents shall perform such other duties as may be assigned
from time to time by the President or by the Board of
Directors.
4.7 Vice Presidents. In the absence of the Senior Vice
---------------
President or in the event of the death, inability or refusal to
act of the Senior Vice President, the Vice President (or in the
event there be more than one Vice President, the Vice
Presidents in the order designated at the time of their <PAGE>
<PAGE>8
appointment, or in the absence of any designation, then in the
order of their appointment) shall perform the duties of the
President, and when so acting shall have all of the powers of,
and be subject to all the restrictions upon, the President.
Any Vice President shall perform such other duties as may be
assigned from time to time by the President or the Board of
Directors.
4.8 Secretary. The Secretary shall keep the minutes of all
---------
meetings of the directors and shareholders, and shall have
custody of the minute books and other records pertaining to the
corporate business. The Secretary may vote all shares of stock
in other corporations owned by the corporation and shall be
empowered to execute proxies, waivers of notice, consents and
other instruments in the name of the corporation with respect
to such stock. The Secretary shall countersign all stock
certificates and other instruments requiring the seal of the
corporation and shall perform such other duties as may be
required by the Board of Directors. In the absence of the
Secretary, an Assistant Secretary may perform the duties of the
Secretary.
4.9 Treasurer. Subject to the direction and control of the
---------
Senior Vice President and Chief Financial Officer, the
Treasurer shall be legal custodian of all moneys, notes,
securities and other valuables that may come into the
possession of the corporation. The Treasurer shall deposit all
funds of the corporation which come into the Treasurer's hands
in depositories which the Board of Directors may designate.
The Treasurer shall pay the funds out only on the check of the
corporation signed in the manner authorized by the Board of
Directors. The Treasurer shall perform such other duties as
the Senior Vice President and Chief Financial Officer may
require. In the absence of the Treasurer, an Assistant
Treasurer may perform the duties of the Treasurer.
4.10 Salaries. The salaries of officers shall be fixed from
--------
time to time by the Board of Directors and no officer shall be
prevented from receiving such salary because the officer is
also a director of the corporation.
ARTICLE V
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES
AND OTHER AGENTS
5.1 Directors and Officers. The corporation shall indemnify
----------------------
its directors and officers to the fullest extent permitted by
the Oregon Business Corporation Act (Act), as the same exists
or may hereafter be amended (but, in the case of alleged
occurrences of actions or omissions preceding any such
amendment, only to the extent that such amendment permits the
corporation to provide broader indemnification rights than the
Act permitted the corporation to provide prior to such
amendment).
5.2 Employees and Other Agents. The corporation shall have
-------------------------
power to indemnify its employees and other agents as set forth
in the Act.
5.3 No Presumption of Bad Faith. The termination of any
---------------------------
proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent shall not, of itself,
create a presumption that the person did not act in good faith
and in a manner which the person reasonably believed to be in
or not opposed to the best interests of the corporation, and,
with respect to any criminal proceeding, that the person had
reasonable cause to believe that the conduct was unlawful.
5.4 Advances of Expenses. The expenses incurred by a director
--------------------
or officer in any proceeding shall be paid by the corporation
in advance at the written request of the director or officer,
if the director or officer:<PAGE>
<PAGE>9
(a) furnishes the corporation a written affirmation of
such person's good faith belief that such person is entitled to
be indemnified by the corporation; and
(b) furnishes the corporation a written undertaking to
repay such advance to the extent that it is ultimately
determined by a court that such person is not entitled to be
indemnified by the corporation. Such advances shall be made
without regard to the person's ability to repay such expenses
and without regard to the person's ultimate entitlement to
indemnification under this bylaw or otherwise.
5.5 Enforcement. Without the necessity of entering into an
-----------
express contract, all rights to indemnification and advances
under this bylaw shall be deemed to be contractual rights and
be effective to the same extent and as if provided for in a
contract between the corporation and the director or officer
who serves in such capacity at any time while this bylaw and
relevant provisions of the Act and other applicable law, if
any, are in effect. Any right to indemnification or advances
granted by this bylaw to a director or officer shall be
enforceable by or on behalf of the person holding such right in
any court of competent jurisdiction if (a) the claim for
indemnification or advances is denied, in whole or in part, or
(b) no disposition of such claim is made within ninety (90)
days of request therefor. The claimant in such enforcement
action, if successful in whole or in part, shall be entitled to
be paid also the expense of prosecuting a claim. It shall be a
defense to any such action (other than an action brought to
enforce a claim for expenses incurred in connection with any
proceeding in advance of its final disposition when the
required affirmation and undertaking have been tendered to the
corporation) that the claimant has not met the standards of
conduct which make it permissible under the Act for the
corporation to indemnify the claimant for the amount claimed,
but the burden of proving such defense shall be on the
corporation. Neither the failure of the corporation (including
its Board of Directors, independent legal counsel or its
shareholders) to have made a determination prior to the
commencement of such action that indemnification of the
claimant is proper in the circumstances because the claimant
has met the applicable standard of conduct set forth in the
Act, nor an actual determination by the corporation (including
its Board of Directors, independent legal counsel or its
shareholders) that the claimant has not met such applicable
standard of conduct, shall be a defense to the action or create
a presumption that the claimant has not met the applicable
standard of conduct.
5.6 Non-Exclusivity of Rights. The rights conferred on any
-------------------------
person by this bylaw shall not be exclusive of any other right
which such person may have or hereafter acquire under any
statute, provision of the Articles of Incorporation, bylaws,
agreement, vote of shareholders or disinterested Directors or
otherwise, both as to action in the person's official capacity
and as to action in another capacity while holding office. The
corporation is specifically authorized to enter into individual
contracts with any or all of its directors, officers, employees
or agents respecting indemnification and advances, to the
fullest extent permitted by the law.
5.7 Survival of Rights. The rights conferred on any person by
------------------
this bylaw shall continue as to a person who has ceased to be a
director, officer, employee or other agent and shall inure to
the benefit of the heirs, executors and administrators of such
a person.
5.8 Insurance. To the fullest extent permitted by the Act,
---------
the corporation, upon approval by the Board of Directors, may
purchase insurance on behalf of any person required or
permitted to be indemnified pursuant to this bylaw.
5.9 Amendments. Any repeal of this bylaw shall only be
----------
prospective and no repeal or modification hereof shall
adversely affect the rights under this bylaw in effect at the
time of the alleged occurrence of any action or omission to act
that is the cause of any proceeding against any agent of the
corporation.<PAGE>
<PAGE>10
5.10 Savings Clause. If this bylaw or any portion hereof shall
--------------
be invalidated on any ground by any court of competent
jurisdiction, the corporation shall indemnify each director,
officer or other agent to the fullest extent permitted by any
applicable portion of this bylaw that shall not have been
invalidated, or by any other applicable law.
5.11 Certain Definitions. For the purposes of this bylaw, the
-------------------
following definitions shall apply:
(a) The term "proceeding" shall be broadly construed and
shall include, without limitation, the investigation,
preparation, prosecution, defense, settlement and appeal of any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative.
(b) The term "expenses" shall be broadly construed
and shall include, without limitation, expense of
investigations, judicial or administrative proceedings or
appeals, attorneys fees and disbursements and any expenses of
establishing a right to indemnification under Section 5.5 of
this bylaw, but shall not include amounts paid in settlement,
judgments or fines.
(c) The term "corporation" shall include, in
addition to the resulting or surviving corporation, any
constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and
authority to indemnify its directors, officers, employees or
agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this bylaw
with respect to the resulting or surviving corporation as the
person would have with respect to such constituent corporation
if its separate existence had continued.
(d) References to a "director," "officer,"
"employee," or "agent" of the corporation shall include,
without limitation, situations where such person is serving at
the request of the corporation as a director, officer,
employee, trustee or agent of another corporation, partnership,
joint venture, trust or other enterprise.
(e) References to "other enterprises" shall include
employee benefit plans; references to "fines" in the Act shall
include any excise taxes assessed on a person with respect to
an employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a
director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit
plan, its participants, or beneficiaries; and a person who
acted in good faith and in a manner the person reasonably
believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner "not opposed to the best interests of
the corporation" as referred to in this bylaw.
ARTICLE VI
CERTIFICATES FOR SHARES AND THEIR TRANSFER
6.1 Certificates for Shares.
-----------------------
(a) Certificates representing shares of the corporation
shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President
or a Vice President and by the Secretary or an Assistant
Secretary and may be sealed with the seal <PAGE>
<PAGE>11
of the corporation or a facsimile thereof. All certificates
for shares shall be consecutively numbered or otherwise
identified.
(b) The name and address of the person to whom the shares
represented thereby are issued, with the number of shares and
date of issue, shall be entered on the stock transfer books of
the corporation. All certificates surrendered to the
corporation for transfer shall be cancelled and no new
certificate shall he issued until the former certificate for a
like number of shares shall have been surrendered and
cancelled, except that in case of a lost, destroyed or
mutilated certificate a new one may be issued therefor upon
such terms and indemnity to the corporation as the Board of
Directors may prescribe.
6.2 Transfer of Shares. Transfer of shares of the corporation
------------------
shall be made only on the stock transfer books of the
corporation by the holder of record thereof or by the holder's
legal representative, who shall furnish proper evidence of
authority to transfer, or by the holder's attorney thereunto
authorized by power of attorney duly executed and filed with
the Secretary of the corporation. The person in whose name
shares stand on the books of the corporation shall he deemed by
the corporation to be the owner thereof for all purposes.
6.3 Transfer Agent and Registrar. The Board of Directors may
----------------------------
from time to time appoint one or more Transfer Agents and one
or more Registrars for the shares of the corporation, with such
powers and duties as the Board of Directors shall determine by
resolution. The signatures of the President or Vice President
and the Secretary or Assistant Secretary upon a certificate may
be facsimiles if the certificate is manually signed on behalf
of a Transfer Agent or by a Registrar other than the
corporation itself or an employee of the corporation.
6.4 Officer Ceasing to Act. In case any officer who has
----------------------
signed or whose facsimile signature has been placed upon a
stock certificate shall have ceased to be such officer before
such certificate is issued, it may be issued by the corporation
with the same effect as if the signer were such officer at the
date of its issuance.
6.5 Fractional Shares. The corporation shall not issue
-----------------
certificates for fractional shares.
ARTICLE VII
CONTRACTS, LOANS, CHECKS AND OTHER INSTRUMENTS
7.1 Contracts. The Board of Directors may authorize any
---------
officer or officers and agent or agents to enter into any
contract or execute and deliver any instrument in the name of
and on behalf of the corporation, and such authority may be
general or confined to specific instances.
7.2 Loans. No loans shall he contracted on behalf of the
-----
corporation and no evidence of indebtedness shall be issued in
its name unless authorized by a resolution of the Board of
Directors. Such authority may be general or confined to
specific instances.
7.3 Checks, Drafts, etc. All checks, drafts or other orders
--------------------
for the payment of money and notes or other evidences of
indebtedness issued in the name of the corporation shall be
signed by such officer or officers and agent or agents of the
corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors.<PAGE>
<PAGE>12
ARTICLE VIII
SEAL
The seal of the corporation shall be circular in form and shall
have inscribed thereon the name of the corporation and the
state of incorporation and the words "Corporate Seal."
ARTICLE IX
AMENDMENTS
These bylaws may be altered, amended or repealed and new bylaws
may be adopted by the Board of Directors at any regular or
special meeting, subject to repeal or change by action of the
shareholders of the corporation.
EXHIBIT 5
December 5, 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 2,442,597 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 Model Technology Incorporated, dated November 28,
1994. 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;
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,
/s/ FRANK S. DELIA
Frank S. Delia
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,
and to reference to our firm under the heading "Experts" in the
prospectus. Our reports refer to a change in the method of
accounting for income taxes.
KPMG PEAT MARWICK LLP
Portland, Oregon
December 5, 1994
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 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
between Mentor Graphics Corporation, Mentor Graphics
Acquisition, Inc. and Model Technology Incorporated, dated
November 28, 1994, 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: December 1, 1994.
/s/ WALDEN C. RHINES
-------------------------------
Signature
Walden C. Rhines<PAGE>
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 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
between Mentor Graphics Corporation, Mentor Graphics
Acquisition, Inc. and Model Technology Incorporated, dated
November 28, 1994, 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: December 5, 1994.
/s/ R. DOUGLAS NORBY
-------------------------------
Signature
R. Douglas Norby<PAGE>
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 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
between Mentor Graphics Corporation, Mentor Graphics
Acquisition, Inc. and Model Technology Incorporated, dated
November 28, 1994, 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: December 5, 1994.
/s/ JAMES J. LUTTENBACHER
-------------------------------
Signature
James J. Luttenbacher<PAGE>
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 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
between Mentor Graphics Corporation, Mentor Graphics
Acquisition, Inc. and Model Technology Incorporated, dated
November 28, 1994, 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: December 2, 1994.
/s/ JAMES R. FIEBIGER
----------------------------------
Signature
James R. Fiebiger<PAGE>
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 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
between Mentor Graphics Corporation, Mentor Graphics
Acquisition, Inc. and Model Technology Incorporated, dated
November 28, 1994, 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: December 2, 1994.
/s/ DAVID R. HATHAWAY
-------------------------------
Signature
David R. Hathaway<PAGE>
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 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
between Mentor Graphics Corporation, Mentor Graphics
Acquisition, Inc. and Model Technology Incorporated, dated
November 28, 1994, 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: December 2, 1994.
/s/ FONTAINE K. RICHARDSON
-------------------------------
Signature
Fontaine K. Richardson<PAGE>
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 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
between Mentor Graphics Corporation, Mentor Graphics
Acquisition, Inc. and Model Technology Incorporated, dated
November 28, 1994, 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: December 2, 1994.
/s/ JON A. SHIRLEY
-------------------------------
Signature
Jon A. Shirley
