<PAGE>
As filed with the Securities and Exchange Commission
on June 9, 1995.
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)
_______________
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 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>2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
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 1,512,146
par value Shares $17.0625 $25,800,991 $8,897
- --------------------------------------------------------------------------------
<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 $17.0625 per share, which was
the average of the high and low prices of the Common Stock
on June 2, 1995 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>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>
PROSPECTUS
MENTOR GRAPHICS CORPORATION
1,512,146 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 June __,
1995, 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" ON PAGE 3 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 June __, 1995.
<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 Dean M. Freed,
General Counsel, 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>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 was 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>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.
<PAGE>5
SELLING SHAREHOLDERS
The Selling Shareholders are all former shareholders
of Exemplar Logic, Inc. ("Exemplar"), who acquired the Shares
offered hereby in connection with the merger of Spinnaker
Acquisition, Inc., a wholly-owned subsidiary of the Company,
with and into Exemplar. Most of the Selling Shareholders are
now employees of the Company. No Selling Shareholder is an
officer or director 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 May 31, 1995 Prospectus
- --------------- ------------------ ---------------
<S> <C> <C>
Frank Bailey 7,029 7,029
Robert Barker 24,016/1 21,087
Elizabeth Brann 3,046 3,046
Nanette Collins 6,033 6,033
Peter Collins 11,246 11,246
Robert Condon 22,493 22,493
Robertus Dekker 18,978/2 11,246
Ewald Detjens 740,439 740,439
Margaret Duval 1,405 1,405
Gershon Gannott 84,350 84,350
Robert Gardner 110,974/3 99,259
Gary Hromadko 42,175 42,175
Lawrence Lapides 14,058 14,058
Michiel Ligthart 26,476 26,476
Eyal Odiz 16,869/4 11,246
Jerrold Petruzzelli 121,870 121,870
Ron Ranauro 16,870 16,870
Elizabeth Scherer 497 497
Allen Sha 4,217 4,217
James Straus 84,350 84,350
Mary Straus 14,058 14,058
Altera Corporation 25,565 25,560
Draper Assoc. II, LP 34,762 34,762
Kazuyoshi Hatano 5,623 5,623
INOWARE21, Inc. 28,116 28,116
Yasuhiro Itoh 7,029 7,029
Toru Katagiri 8,435 8,435
Hiroshi Koyama 7,029 7,029
Hiroyuki Shimizu 2,811 2,811
Kenshi Tachikawa 25,305 25,305
Taugumi Fujitani 2,811 2,811
Bernie Vonderschmitt 12,780 12,780
Yasushi Yamamoto 8,435 8,435
(See footnotes on following page.)
____________________
<FN>
<PAGE>6
/1 Includes 2,929 shares subject to options exercisable prior
to July 30, 1995.
/2 Includes 7,732 shares subject to options exercisable prior
to July 30, 1995.
/3 Includes 11,715 shares subject to options exercisable prior
to July 30, 1995.
/4 Includes 5,623 shares subject to options exercisable prior
to July 30, 1995.
</TABLE>
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 under the Act 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
<PAGE>7
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.
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, 1994, Commission File No. 0-
13442.
2. The Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 1995.
3. The description of the Common Stock contained in the
Company's Registration Statement on Form 8-A filed with
the Securities and Exchange Commission under section 12
of the Securities Exchange Act of 1934, as amended.
All reports and other documents subsequently filed by
the Company pursuant to sections 13(a), 13(c), 14, and 15(d) of
the Securities Exchange Act of 1934, as amended, prior to the
termination of the offering shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of the
filing of such reports and documents.
EXPERTS
The consolidated financial statements and schedules of
Mentor Graphics Corporation and subsidiaries as of December 31,
1994 and 1993, and for each of the years in the three-year period
ended December 31, 1994, 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, 1994,
in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts
in accounting and auditing. The reports of KPMG Peat Marwick LLP
covering the December 31, 1994 financial statements refer to a
change in the method of accounting for certain debt and equity
securities and income taxes. To the extent that KPMG Peat
Marwick LLP 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>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........................ $ 8,897
Legal fees.............................. 1,500*
Accounting Fees......................... 500*
Miscellaneous........................... 100*
------
Total.............................. $10,997*
======
____________________
*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>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>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. Incorporated by
reference to Exhibit 4B to the Company's
Registration Statement on Form S-3 (Registration
No. 33-56759).
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
<PAGE>II-4
or section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each new
post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
<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
June 8, 1995.
MENTOR GRAPHICS CORPORATION
By /s/ DEAN M. FREED
--------------------------
Dean M. Freed
General Counsel
<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 8th day
of June, 1995.
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
*JAMES R. FIEBIGER Director
---------------------------
James R. Fiebiger
*FONTAINE K. RICHARDSON Director
---------------------------
Fontaine K. Richardson
*JON A. SHIRLEY Director
---------------------------
Jon A. Shirley
*By /s/ 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 (Registration No. 33-56759).
5. Opinion of Counsel.
23. Consent of Accountants.
24. Powers of Attorney.
EXHIBIT 5
June 9, 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-3 (the "Registration
Statement") under the Securities Act of 1933, as amended,
covering the resale of 1,512,146 shares of Common Stock,
without par value (the "Shares"), of the Company by the holders
thereof (the "Selling Shareholders"). 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/ 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,
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 certain debt and equity securities and income
taxes.
KPMG PEAT MARWICK LLP
Portland, Oregon
June 8, 1995
<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 DEAN M. FREED, his true and
lawful attorney and agent 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, Spinnaker Acquisition, Inc. and Exemplar
Logic, Inc. dated May 31, 1995, 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: June 7, 1995.
/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 DEAN M. FREED, his true and
lawful attorney and agent 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, Spinnaker Acquisition, Inc. and Exemplar
Logic, Inc. dated May 31, 1995, 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: June 8, 1995.
/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 DEAN M. FREED, his true and
lawful attorney and agent 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, Spinnaker Acquisition, Inc. and Exemplar
Logic, Inc. dated May 31, 1995, 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: June 7, 1995.
/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 DEAN M. FREED, his true and
lawful attorney and agent 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, Spinnaker Acquisition, Inc. and Exemplar
Logic, Inc. dated May 31, 1995, 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: June 6, 1995.
/s/ MARSHA B. CONGDON
-------------------------------
Signature
Marsha B. Congdon
<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 DEAN M. FREED, his true and
lawful attorney and agent 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, Spinnaker Acquisition, Inc. and Exemplar
Logic, Inc. dated May 31, 1995, 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: June 7, 1995.
/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 DEAN M. FREED, his true and
lawful attorney and agent 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, Spinnaker Acquisition, Inc. and Exemplar
Logic, Inc. dated May 31, 1995, 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: June 7, 1995.
/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 DEAN M. FREED, his true and
lawful attorney and agent 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, Spinnaker Acquisition, Inc. and Exemplar
Logic, Inc. dated May 31, 1995, 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: June 7, 1995.
/s/ JON A. SHIRLEY
-------------------------------
Signature
Jon A. Shirley
