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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) OCTOBER 9, 1995
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MENTOR GRAPHICS CORPORATION
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(Exact name of registrant as specified in charter)
OREGON 0-13442 93-0786033
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
8005 S.W. BOECKMAN ROAD, WILSONVILLE, OR 97070-7777
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (503) 685-7000
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NO CHANGE
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
Mentor Graphics Corporation, an Oregon corporation ("Mentor
Graphics"), M Acquisition Sub, Inc., a Delaware corporation and a wholly-owned
subsidiary of Mentor Graphics ("Sub"), and Microtec Research, Inc., a Delaware
corporation ("Microtec Research"), have entered into an Agreement and Plan of
Merger dated as of October 9, 1995 (the "Merger Agreement") pursuant to which
Sub will merge with and into Microtec Research (the "Merger") and Microtec
Research will become a wholly-owned subsidiary of Mentor Graphics. Under the
terms of the Merger Agreement, approved by the boards of directors of each
company, each outstanding share of Microtec Research common stock, par value
$.001 per share ("Microtec Common Stock"), will be converted into and represent
the right to receive .6930693 of a share of Mentor Graphics common stock, no
par value.
The transaction requires the approval of the stockholders of Microtec
Research and the expiration of governmental notification periods.
The holder of approximately 48% of the outstanding shares of Microtec
Common Stock has entered into an agreement with Mentor Graphics agreeing to
vote his shares of Microtec Common Stock in favor of the Merger Agreement.
Item 7. Exhibits
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
MENTOR GRAPHICS CORPORATION
(Registrant)
Date: October 26, 1995 By /s/ DEAN FREED
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Dean Freed
Vice President and General
Counsel
