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OMB APPROVAL
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UNITED STATES OMB Number 3235-0145
SECURITIES AND EXCHANGE COMMISSION Expires: October 31, 1994
WASHINGTON, D.C. 20549 Estimated average burden
hours per form......14.90
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
MICROTEC RESEARCH, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
587200106
(CUSIP Number)
DEAN FREED
VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
MENTOR GRAPHICS CORPORATION
8005 S.W. BOECKMAN ROAD
WILSONVILLE, OREGON 97070-7777 (503) 685-7000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
OCTOBER 9, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and if filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
PAGE 1 OF 8 PAGES
EXHIBIT INDEX ON PAGE 8
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SCHEDULE 13D
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CUSIP NO. 587200106 PAGE 2 OF 8 PAGES
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MENTOR GRAPHICS CORPORATION
93-0786033
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
OREGON
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7 SOLE VOTING POWER
0
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NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 4,248,334
OWNED BY -------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,248,334
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.57%
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14 TYPE OF REPORTING PERSON*
C0
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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PAGE 3 OF 8 PAGES
ITEM 1. SECURITY AND ISSUER
This statement relates to certain voting rights held by the reporting
person with respect to certain shares of common stock, par value $.001 per
share (the "Microtec Common Stock"), of Microtec Research, Inc., a
Delaware corporation ("Microtec"). The executive offices of Microtec are
located at 2350 Mission College Boulevard, Santa Clara, California 95054.
Mentor Graphics and Microtec have entered into an Agreement and Plan of
Merger dated as of October 9, 1995, as amended November 6, 1995 (the
"Merger Agreement") pursuant to which M Acquisition Sub, Inc. ("Merger
Sub") would be merged with and into Microtec and Microtec would become a
wholly owned subsidiary of Mentor Graphics (the "Merger").
In connection therewith, Mentor Graphics has entered into a voting
agreement with Jerry Kirk, Chairman of the Board and Chief Executive
Officer of Microtec (the "Voting Agreement"), pursuant to which Mr. Kirk
has agreed to vote his 4,248,334 shares of Microtec Common Stock
(approximately 48% of the outstanding Microtec Common Stock) in favor of
the Merger Agreement and the Merger. Under the terms of the Voting
Agreement, Mr. Kirk has given Mentor Graphics a proxy to vote these shares
in favor of the Merger Agreement and the Merger.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Mentor Graphics Corporation, an Oregon
corporation ("Mentor Graphics"). Mentor Graphics is a supplier of
electronic design automation systems. The address of Mentor Graphics'
principal business and principal executive office is 8005 S.W. Boeckman
Road, Wilsonville, Oregon 97070-7777.
Mentor Graphics has not, during the last five years, been convicted in a
criminal proceeding nor has it been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction in which it was
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or state
securities laws or finding any violation with respect to such laws.
The following information is provided with respect to the directors and
executive officers of Mentor Graphics as of the date of this statement:
Name Principal Occupation or Employment
---- ----------------------------------
Mentor Graphics Directors:
Jon A. Shirley Chairman of the Board of Directors
of Mentor Graphics; private investor
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PAGE 4 OF 8 PAGES
Walden C. Rhines President, Chief Executive Officer and Director
of Mentor Graphics
Marsha B. Congdon Vice President, Policy and Strategy of US West,
Inc.
James R. Fiebiger Chairman of the Board of Directors and Managing
Director of Thunderbird Technologies, Inc.
Fontaine K. Richardson General Partner of Eastech Management Company
Mentor Graphics Executive Officers:
Jon A. Shirley Chairman of the Board of Directors
Walden C. Rhines President, Chief Executive Officer and Director
R. Douglas Norby Senior Vice President and Chief Financial Officer
Frank S. Delia Vice President and Chief Administrative Officer
Dean Freed Vice President, General Counsel and Secretary
James J. Luttenbacher Corporate Controller and Chief Accounting Officer
The business address of each of the individuals named above is in care of
Mentor Graphics Corporation, 8005 S.W. Boeckman Road, Wilsonville, OR
97070-7777. To the knowledge of Mentor Graphics, during the last five
years none of the individuals named above has been convicted in a criminal
proceeding nor has it been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction in which it was subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, Federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
To date, Mentor Graphics has not directly purchased any shares of
Microtec. The Merger Agreement contemplates Mentor Graphics' acquisition
of all outstanding shares of Microtec, including the 4,248,334 shares held
by Mr. Kirk. The Merger Agreement provides for each share of Microtec
Common Stock to be exchanged for 0.6930693 shares of the common stock, no
par value, of Mentor Graphics.
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PAGE 5 OF 8 PAGES
ITEM 4. PURPOSE OF TRANSACTION
As described above, Mentor Graphics has acquired certain voting rights
with respect to certain shares of Microtec Common Stock pursuant to the
Voting Agreement. The Voting Agreement was entered into in connection with
the Merger Agreement, which provides that Merger Sub would be merged with
and into Microtec and Microtec would become a wholly owned subsidiary of
Mentor Graphics.
The Voting Agreement provides that Jerry Kirk will vote his 4,248,334
shares of Microtec Common Stock (approximately 48% of the outstanding
Microtec Common Stock) in favor of the Merger Agreement and the Merger.
Under the Voting Agreement, Mr. Kirk has given Mentor Graphics a proxy to
vote these shares in favor of the Merger Agreement and the Merger.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of filing this statement, Mentor Graphics holds
certain voting rights with respect to 4,248,334 shares of
Microtec Common Stock of which Jerry Kirk is the holder of
record, which represents approximately 47.57% of the outstanding
shares of Microtec Common Stock (based on the 8,929,625 shares of
Common Stock indicated to be outstanding on December 29, 1995).
Mentor Graphics hereby expressly declares that the filing of this
statement shall not be construed as an admission that Mentor
Graphics is the beneficial owner of such shares.
To the knowledge of Mentor Graphics, as of the date of this Form
13D, none of the executive officers or directors of Mentor
Graphics beneficially owns any securities of Microtec.
(b) Jerry Kirk has sole power to vote the 4,248,334 shares with
respect to all matters except for approval of the Merger
Agreement and the Merger. Under the Voting Agreement, Mr. Kirk
has given Mentor Graphics a proxy to vote these shares in favor
of the Merger Agreement and the Merger. Mr. Kirk has sole
dispositive power with respect to all 4,248,334 shares.
(c) Since October 9, 1995, Mentor Graphics has not effected any
transactions related to the Microtec Common Stock.
(d) Not applicable.
(e) Not applicable.
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PAGE 6 OF 8 PAGES
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among Mentor Graphics, Jerry Kirk and any other
person with respect to any securities of Microtec except that:
(a) Mentor Graphics, Jerry Kirk and Microtec have entered into the
Voting Agreement which provides that Jerry Kirk will vote his
4,248,334 shares of Microtec Common Stock (approximately 48% of
the outstanding Microtec Common Stock) in favor of the Merger
Agreement and the Merger. Under the Voting Agreement, Mr. Kirk
has given Mentor Graphics a proxy to vote these shares in favor
of the Merger Agreement and the Merger.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
*(a) Agreement and Plan of Merger, dated as of October 9, 1995, as
amended November 6, 1995, among Mentor Graphics Corporation, M
Acquisition Sub, Inc. and Microtec Research, Inc.
**(b) Voting Agreement, dated October 9, 1995, between Mentor Graphics
Corporation, Microtec Research, Inc. and Jerry Kirk.
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* Incorporated by Reference to Amendment No. 1 to the Registration Statement on
Form S-4 (Registration No. 33-63733) of Mentor Graphics Corporation, filed
with the Commission on December 6, 1995.
** Incorporated by Reference to the Registration Statement on Form S-4
(Registration No. 33-63733) of Mentor Graphics Corporation, filed with the
Commission on October 27, 1995.
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PAGE 7 OF 8 PAGES
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 18, 1996 MENTOR GRAPHICS CORPORATION
By: /s/ Dean Freed
Title: Vice President, General
Counsel and Secretary
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PAGE 8 OF 8 PAGES
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
NUMBERED
DESCRIPTION PAGE
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<S> <C>
*(a) Agreement and Plan of Merger, dated as of
October 9, 1995, as amended November 6,
1995, among Mentor Graphics Corporation,
M Acquisition Sub, Inc. and Microtec
Research, Inc. N/A
**(b) Voting Agreement, dated October 9, 1995,
between Mentor Graphics Corporation,
Microtec Research, Inc. and Jerry Kirk. N/A
</TABLE>
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* Incorporated by Reference to Amendment No. 1 to the Registration Statement on
Form S-4 (Registration No. 33-63733) of Mentor Graphics Corporation, filed
with the Commission on December 6, 1995.
** Incorporated by Reference to the Registration Statement on Form S-4
(Registration No. 33-63733) of Mentor Graphics Corporation, filed with the
Commission on October 27, 1995.
