As filed with the Securities and Exchange Commission on December 4, 1995
Registration No. 33-_________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MENTOR GRAPHICS CORPORATION
(Exact name of issuer as specified in charter)
--------------------
Oregon 93-0786033
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
8005 SW Boeckman Road
Wilsonville, Oregon 97070-7777
(Address of principal executive offices) (Zip Code)
Mentor Graphics Corporation 1989 Employee Stock Purchase Plan
(Full title of the plan)
--------------------
DEAN M. FREED
General Counsel
Mentor Graphics Corporation
8005 SW Boeckman Road
Wilsonville, Oregon 97070-7777
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(503) 685-7000
--------------------
Copy to:
STUART CHESTLER
Stoel Rives
900 SW Fifth Avenue
Portland, Oregon 97204-1268
--------------------
<PAGE>2
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------
Proposed Amount
Title of Maximum Maximum of
Securities Amount Offering Aggregate Regis-
to Be to Be Price Per Offering tration
Registered Registered Share (1) Price(1) Fee
- ----------------------------------------------------------------------------
Common Stock,
without par
value 2,000,000 Shares $18.125 $36,250,000 $12,500
- ----------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933. The
calculation of the registration fee is based on $18.125, which was the
average of the high and low prices of the Common Stock on November 27,
1995 as reported in The Wall Street Journal for NASDAQ National Market
Issues.
<PAGE>II-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
---------------------------------------
The following documents filed by Mentor Graphics Corporation (the
"Company") with the Securities and Exchange Commission are incorporated
herein by reference:
(a) The Company's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
prospectus filed pursuant to Rule 424(b) under the Securities Act of
1933 that contains audited financial statements for the Company's
latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since the end of the fiscal
year covered by the annual report or prospectus referred to in (a)
above.
(c) The description of the authorized capital stock of the
Company contained in the Company's registration statement filed under
section 12 of the Securities Exchange Act of 1934, including any
amendment or report filed for the purpose of updating the description.
All reports and other documents subsequently filed by the Company
pursuant to sections 13(a) and (c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of
the filing of such reports and documents.
Item 4. Description of Securities.
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Article V of the Company's Bylaws indemnifies directors and
officers to the fullest extent permitted by the
<PAGE>II-2
Oregon Business Corporation Act (Act). The effects of Article V are
summarized as follows:
(a) The Article grants a right of indemnification in respect of any
action, suit, or proceeding (other than an action by or in the
right of the Company) against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement actually
and reasonably incurred, if the persons concerned acted in good
faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the Company, was not
adjudged liable on the basis of receipt of an improper personal
benefit and, with respect to any criminal action or proceeding
had no reasonable cause to believe the conduct was unlawful. The
termination of an action, suit or proceeding by judgment, order,
settlement, conviction, or plea of nolo contendere does not, of
itself, create a presumption that the person did not meet the
required standards of conduct.
(b) The Article grants a right of indemnification in respect of any
action or suit by or in the right of the Company against the
expenses (including attorneys' fees) actually and reasonably
incurred if the person concerned acted in good faith and in a
manner the person reasonably believed to be in or not opposed to
the best interests of the Company, except that no right of
indemnification will be granted if the person is adjudged to be
liable to the Company.
(c) Every person who has been wholly successful on the merits of a
controversy described in (a) or (b) above is entitled to
indemnification as a matter of right.
(d) The Company is required to promptly indemnify a director or
officer unless it is determined by a majority of disinterested
directors or by independent counsel that the person's actions did
not meet the relevant standard for indemnification. If the
disinterested directors or independent counsel determine that
indemnification is not required, the person seeking
indemnification may petition a court for an independent
determination. In any court action, the Company will have the
burden of proving that indemnification would not be proper.
Neither the disinterested directors' failure to make a
determination regarding indemnification for the claim nor an
actual determination that the person failed to meet the
applicable standard will be a defense to
<PAGE>II-3
such action or create a presumption that the person is not
entitled to indemnification.
(e) The Company will advance to a director or officer the expenses
incurred in defending any action, suit or proceeding in advance
of its final disposition if the director or officer affirms in
good faith that he or she is entitled to indemnification and
undertakes to repay any amount advanced if it is determined by a
court that the person is not entitled to indemnification.
(f) The Company may obtain insurance for the protection of its
directors and officers against any liability asserted against
them in their official capacities.
The rights of indemnification described above are not exclusive
of any other rights of indemnification to which the persons indemnified may
be entitled under any bylaw, agreement, vote of shareholders or directors,
or otherwise.
The Company has also entered into Indemnity Agreements with all
directors and officers. While the Indemnity Agreements in large part
incorporate the indemnification provisions of the Act as described above,
they vary from the Act in several respects. The Indemnity Agreements
obligate the Company to provide the maximum indemnification protection
allowed under Oregon law, which is intended to provide indemnification
broader than that expressly authorized by the Act. The most significant
effect of the Indemnity Agreements is to add indemnification for judgments
and settlements of derivative lawsuits to the fullest extent permitted by
law as may be limited by public policy considerations applied by the
courts.
Item 7. Exemption From Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
4.A. Restated Articles of Incorporation of the Company, as
amended. Incorporated by reference to Exhibit 4A of the
Company's Registration Statement on Form S-3, Reg.
No. 33-23024.
4.B. Bylaws of the Company. Incorporated by reference to Exhibit
4B of the Company's Registration Statement on Form S-3, Reg.
No. 33-56759.
<PAGE>II-4
5. Opinion of Counsel.
23. Consent of Accountants.
24. Powers of Attorney.
Item 9. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a posteffective 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 posteffective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant
<PAGE>II-5
to section 13(a) or section 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8, and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Wilsonville, State of Oregon, on
this 27th day of November, 1995.
MENTOR GRAPHICS CORPORATION
By DEAN M. FREED
-----------------------------------
Dean M. Freed, General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on
November 27, 1995 in the capacities indicated.
Signature Title
--------- -----
(1) Principal Executive Officer:
*WALDEN C. RHINES President, Chief
-------------------------- Executive Officer and
Walden C. Rhines Director
(2) Principal Financial Officer:
*R. DOUGLAS NORBY Senior Vice President
------------------------- and Chief Financial
R. Douglas Norby Officer
(3) Principal Accounting Officer:
*JAMES J. LUTTENBACHER Corporate Controller
------------------------- and Chief Accounting
James J. Luttenbacher Officer
(4) Directors:
*MARSHA B. CONGDON Director
------------------------
Marsha B. Congdon
<PAGE>II-7
*JAMES R. FIEBIGER Director
------------------------
James R. Fiebiger
*FONTAINE K. RICHARDSON Director
------------------------
Fontaine K. Richardson
*JON A. SHIRLEY Director
------------------------
Jon A. Shirley
*By DEAN M. FREED
-------------------------------
Dean M. Freed, Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
- ------- --------------------
4A. Restated Articles of Incorporation of the
Company, as amended. Incorporated by
reference to Exhibit 4A to the Company's
Registration Statement on Form S-3
(Registration No. 33-23024).
4B. Bylaws of the Company. Incorporated by
reference to Exhibit 4B to the Company's
Registration Statement on Form S-3, Reg. No.
33-56759.
5. Opinion of Counsel.
23. Consent of Accountants.
24. Powers of Attorney.
EXHIBIT 5
November 28, 1995
Mentor Graphics Corporation
8005 SW Boeckman Road
Wilsonville, Oregon 97070-7777
I have acted as counsel for Mentor Graphics Corporation (the
"Company") in connection with the filing of a Registration Statement on
Form S-8 (the "Registration Statement") under the Securities Act of 1933,
as amended, covering 2,000,000 shares of Common Stock, without par value
(the "Shares"), of the Company to be issued by the Company pursuant to the
Company's 1989 Employee Stock Purchase Plan (the "Plan"). I have reviewed
the corporate actions of the Company in connection with this matter and
have examined those documents, corporate records, and other instruments I
deemed necessary for the purposes of this opinion.
Based on the foregoing, it is my opinion that:
1. The Company is a corporation duly organized and validly existing
under the laws of the State of Oregon; and
2. The Shares are duly authorized and, when issued and sold in
accordance with the terms of the Plan, will be legally issued, fully paid,
and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
DEAN M. FREED
Dean M. Freed
EXHIBIT 23
Consent of Independent Certified Public Accountants
---------------------------------------------------
We consent to incorporation by reference herein of our reports
dated January 31, 1995, relating to the consolidated balance sheets of
Mentor Graphics Corporation and subsidiaries as of December 31, 1994 and
1993, 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, 1994, which reports appear or are
incorporated by reference in the December 31, 1994 annual report on Form
10-K of Mentor Graphics Corporation. Our reports refer to a change in the
method of accounting for certain debt and equity securities and income
taxes.
KPMG PEAT MARWICK LLP
December 1, 1995
EXHIBIT 24
POWER OF ATTORNEY
-----------------
The undersigned, an officer and/or director of MENTOR GRAPHICS
CORPORATION appoints WALDEN C. RHINES, R. DOUGLAS NORBY AND DEAN FREED, his
or her true and lawful attorney and agent to do any and all acts and things
and execute in his or her name (whether on behalf of Mentor Graphics or as
an officer or director of Mentor Graphics) any and all instruments which
the attorney may deem necessary or advisable in order to enable Mentor
Graphics to comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission, in connection with
the registration of 2,000,000 shares of Mentor Graphics common stock
reserved for issuance under the 1989 Employee Stock Purchase Plan.
This Power of Attorney specifically includes, without limitation, power and
authority to sign on behalf of the undersigned (whether on behalf of Mentor
Graphics or as an officer or director of Mentor Graphics) a Registration
Statement on Form S-8 and any amendment (including post-effective
amendments) or application for amendment 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 ratifies and confirms all that the
attorney shall do or cause to be done by virtue hereof.
DATED: November 27, 1995.
WALDEN C. RHINES
---------------------------------
Signature
Walden C. Rhines
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
The undersigned, an officer and/or director of MENTOR GRAPHICS
CORPORATION appoints WALDEN C. RHINES, R. DOUGLAS NORBY AND DEAN FREED, his
or her true and lawful attorney and agent to do any and all acts and things
and execute in his or her name (whether on behalf of Mentor Graphics or as
an officer or director of Mentor Graphics) any and all instruments which
the attorney may deem necessary or advisable in order to enable Mentor
Graphics to comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission, in connection with
the registration of 2,000,000 shares of Mentor Graphics common stock
reserved for issuance under the 1989 Employee Stock Purchase Plan.
This Power of Attorney specifically includes, without limitation, power and
authority to sign on behalf of the undersigned (whether on behalf of Mentor
Graphics or as an officer or director of Mentor Graphics) a Registration
Statement on Form S-8 and any amendment (including post-effective
amendments) or application for amendment 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 ratifies and confirms all that the
attorney shall do or cause to be done by virtue hereof.
DATED: November 27, 1995.
R. DOUGLAS NORBY
---------------------------------
Signature
R. Douglas Norby
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
The undersigned, an officer and/or director of MENTOR GRAPHICS
CORPORATION appoints WALDEN C. RHINES, R. DOUGLAS NORBY AND DEAN FREED, his
or her true and lawful attorney and agent to do any and all acts and things
and execute in his or her name (whether on behalf of Mentor Graphics or as
an officer or director of Mentor Graphics) any and all instruments which
the attorney may deem necessary or advisable in order to enable Mentor
Graphics to comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission, in connection with
the registration of 2,000,000 shares of Mentor Graphics common stock
reserved for issuance under the 1989 Employee Stock Purchase Plan.
This Power of Attorney specifically includes, without limitation, power and
authority to sign on behalf of the undersigned (whether on behalf of Mentor
Graphics or as an officer or director of Mentor Graphics) a Registration
Statement on Form S-8 and any amendment (including post-effective
amendments) or application for amendment 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 ratifies and confirms all that the
attorney shall do or cause to be done by virtue hereof.
DATED: November 13, 1995.
JAMES J. LUTTENBACHER
---------------------------------
Signature
James J. Luttenbacher
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
The undersigned, an officer and/or director of MENTOR GRAPHICS
CORPORATION appoints WALDEN C. RHINES, R. DOUGLAS NORBY AND DEAN FREED, his
or her true and lawful attorney and agent to do any and all acts and things
and execute in his or her name (whether on behalf of Mentor Graphics or as
an officer or director of Mentor Graphics) any and all instruments which
the attorney may deem necessary or advisable in order to enable Mentor
Graphics to comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission, in connection with
the registration of 2,000,000 shares of Mentor Graphics common stock
reserved for issuance under the 1989 Employee Stock Purchase Plan.
This Power of Attorney specifically includes, without limitation, power and
authority to sign on behalf of the undersigned (whether on behalf of Mentor
Graphics or as an officer or director of Mentor Graphics) a Registration
Statement on Form S-8 and any amendment (including post-effective
amendments) or application for amendment 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 ratifies and confirms all that the
attorney shall do or cause to be done by virtue hereof.
DATED: November 27, 1995.
Marsha B. Congdon
---------------------------------
Signature
Marsha B. Congdon
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
The undersigned, an officer and/or director of MENTOR GRAPHICS
CORPORATION appoints WALDEN C. RHINES, R. DOUGLAS NORBY AND DEAN FREED, his
or her true and lawful attorney and agent to do any and all acts and things
and execute in his or her name (whether on behalf of Mentor Graphics or as
an officer or director of Mentor Graphics) any and all instruments which
the attorney may deem necessary or advisable in order to enable Mentor
Graphics to comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission, in connection with
the registration of 2,000,000 shares of Mentor Graphics common stock
reserved for issuance under the 1989 Employee Stock Purchase Plan.
This Power of Attorney specifically includes, without limitation, power and
authority to sign on behalf of the undersigned (whether on behalf of Mentor
Graphics or as an officer or director of Mentor Graphics) a Registration
Statement on Form S-8 and any amendment (including post-effective
amendments) or application for amendment 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 ratifies and confirms all that the
attorney shall do or cause to be done by virtue hereof.
DATED: November 27, 1995.
James R. Fiebiger
---------------------------------
Signature
James R. Fiebiger
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
The undersigned, an officer and/or director of MENTOR GRAPHICS
CORPORATION appoints WALDEN C. RHINES, R. DOUGLAS NORBY AND DEAN FREED, his
or her true and lawful attorney and agent to do any and all acts and things
and execute in his or her name (whether on behalf of Mentor Graphics or as
an officer or director of Mentor Graphics) any and all instruments which
the attorney may deem necessary or advisable in order to enable Mentor
Graphics to comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission, in connection with
the registration of 2,000,000 shares of Mentor Graphics common stock
reserved for issuance under the 1989 Employee Stock Purchase Plan.
This Power of Attorney specifically includes, without limitation, power and
authority to sign on behalf of the undersigned (whether on behalf of Mentor
Graphics or as an officer or director of Mentor Graphics) a Registration
Statement on Form S-8 and any amendment (including post-effective
amendments) or application for amendment 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 ratifies and confirms all that the
attorney shall do or cause to be done by virtue hereof.
DATED: November 27, 1995.
Fontaine K. Richardson
---------------------------------
Signature
Fontaine K. Richardson
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
-----------------
The undersigned, an officer and/or director of MENTOR GRAPHICS
CORPORATION appoints WALDEN C. RHINES, R. DOUGLAS NORBY AND DEAN FREED, his
or her true and lawful attorney and agent to do any and all acts and things
and execute in his or her name (whether on behalf of Mentor Graphics or as
an officer or director of Mentor Graphics) any and all instruments which
the attorney may deem necessary or advisable in order to enable Mentor
Graphics to comply with the Securities Act of 1933, as amended, and any
requirements of the Securities and Exchange Commission, in connection with
the registration of 2,000,000 shares of Mentor Graphics common stock
reserved for issuance under the 1989 Employee Stock Purchase Plan.
This Power of Attorney specifically includes, without
limitation, power and authority to sign on behalf of the undersigned
(whether on behalf of Mentor Graphics or as an officer or director of
Mentor Graphics) a Registration Statement on Form S-8 and any amendment
(including post- effective amendments) or application for amendment 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
ratifies and confirms all that the attorney shall do or cause to be done by
virtue hereof.
DATED: November 27, 1995.
JON A. SHIRLEY
---------------------------------
Signature
Jon A. Shirley
