As filed with the Securities and Exchange Commission on September 9, 1996.
Registration No. 333-____
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
(503) 685-7000
(Address, including zip code, and telephone number,
including area code, of Principal Executive Offices)
DEAN M. FREED
Vice President and 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 LLP
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 statement 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. [ ]
<PAGE>
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]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. [ ]
__________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Amount Offering Aggregate
Title of Securities to Be Price Per Offering Amount of
to Be Registered Registered Share(1) Price(1) Registration Fee
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, without
par value 2,133,448 Shares $13.6875 $29,201,570 $10,070
<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 $13.6875 per share,
which was the average of the high and low prices of the Common Stock
on September 5, 1996 as reported in The Wall Street Journal for NASDAQ
National Market Issues.
</FN>
</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.
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<PAGE>
PROSPECTUS
MENTOR GRAPHICS CORPORATION
2,133,448 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 __________, 1996, 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" BEGINNING 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 __________, 1996.
<PAGE>
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
60661. 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 SEC also maintains a site on the World Wide Web
that contains reports, proxy statements and other information regarding
registrants that file electronically with the SEC. The address of that site
is http://www.sec.gov.
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, Vice President and 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.
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<PAGE>
RISK FACTORS
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 name recognition, more extensive
engineering, manufacturing and marketing capabilities and greater
financial, technological and personnel resources than the Company. There
can be no assurance that the Company will have the financial resources,
marketing, distribution and service capability, depth of key personnel or
technological knowledge to compete successfully in the EDA market in the
future. The primary competitors for the Company's products are Cadence
Design Systems, Inc., Synopsys, Inc., Viewlogic Systems, Inc., COMPASS
Design Automation, Inc., Zuken-Redac, Intergraph Corporation and numerous
small companies. The EDA industry has become increasingly competitive and
the Company's results may be adversely affected by the actions of existing
or future competitors. Such actions may include the development or
acquisition of new technologies, the introduction of new products, the
assertion by third parties of patent or similar intellectual property
rights, and the reduction of prices by competitors to gain or retain market
share. Industry consolidation or alliances may also affect the competitive
environment. In particular, competitive pressures from existing or new
competitors who offer lower prices or introduce new products could result
in delayed or deferred purchasing decisions by potential customers and
price reductions, both of which would adversely affect the Company's sales
and operating margins.
Key Personnel. The success of the Company depends on its ability to
attract and retain qualified technical, managerial, sales 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 retaining its key technical, sales and marketing employees or that it
can attract, assimilate or retain other qualified technical, managerial,
sales and marketing personnel in the future. If the Company is unable to
hire the necessary technical personnel, the development of new products
could be impaired. In addition, if the Company is unable to retain
qualified sales personnel, sales of its products would be negatively
affected.
Acquisition Strategy. Acquisitions of complementary businesses are an
integral part of the Company's overall business strategy. The Company has
recently consummated acquisitions of several companies. The Company
continually evaluates potential acquisition and investment opportunities.
There can be no assurance that products, technologies and businesses of
acquired companies, or the technical and sales personnel of such companies,
will be effectively assimilated with those of the Company. In addition, the
Company may incur significant expenses to complete acquisitions and
investments and to support the acquired products, technologies or
businesses. There can be no assurance that any acquired products,
technologies or businesses will contribute to the Company's revenues or
earnings to any material extent. Furthermore, the challenge of managing the
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<PAGE>
integration of multiple companies simultaneously is significant, and there
can be no assurance that the Company will be able to manage such
integration successfully.
Technological Change. The market for the Company's products is
characterized by rapidly changing technology, evolving 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.
Product Protection and Intellectual Property. The Company currently
relies upon a combination of patents, copyrights, trademarks and trade
secret laws to establish and protect its proprietary rights in its
products. The Company maintains as proprietary the software and other
portions of the technology incorporated in its products. The Company has
been issued and has applied for patents in the United States on various
aspects of its products. There can be no assurance that the steps taken by
the Company to protect its proprietary rights will be adequate to prevent
misappropriation of its technology or that the Company's competitors will
not independently develop technologies that are substantially equivalent or
superior to the Company's technology In addition, the laws of some foreign
countries do not protect the Company's proprietary rights to the same
extent as do the laws of the United States. No assurance can be given that
any patents currently held or issued to the Company in the future will not
be challenged, invalidated or circumvented or that the rights granted
thereunder will provide competitive advantages.
History of Losses; Repeated Restructuring Charges. Although the
Company was profitable in 1994 and 1995, 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 restructuring 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 charge related to
restructuring plans aimed at improving the Company's focus on its core
businesses of integrated circuit design and electronic systems design.
There can be no assurance as to the Company's ability to avoid future
restructuring charges or to achieve sustained profitability.
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
4
<PAGE>
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
Interconnectix, Inc., who acquired the Shares offered hereby in connection
with the merger of Interconnectix, Inc. with I Acquisition Sub, Inc., a
wholly-owned subsidiary of the Company. Many 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 owned as of offered by this
Selling Shareholder August 31, 1996 Prospectus
- ------------------- ----------------- -----------
<S> <C> <C>
David T. Barnes 2,247 2,247
Jacob Ben-Meir 63,259(1) 53,844
The Brentwood Group, Ltd. 2,262 2,012
Steven K. Chu 1,754 1,254
Design Solutions, Inc. 90,279 90,279
Patrick Fortner 34,777(2) 30,595
Scott Gibson 6,874 3,824
Kenneth D. Giles 1,549 1,549
Institutional Venture Management V 7,893 7,893
Institutional Venture Partners V 434,751 434,751
Harvey C. Jones 14,263(3) 9,401
Alexander Khainson 1,509 1,509
Richard M. Maiero 8,152 8,152
Mayfield Associates 17,705 17,705
Mayfield VI 424,938 424,938
Jonathan C. Morris 1,143 1,143
Oak Investment Partners V,
Limited Partnership 456,459 456,459
Oak V Affiliates Fund, Limited Partnership 10,267 10,267
Carol Peters and L. Michael Smith, JTWROS 3,290 3,290
Sanjeev Qazi 1,231 1,231
Gary Schrader 40 40
Kevin Simpson 35,338(4) 30,595
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Shares of Common
Stock beneficially Common Stock
Name of owned as of offered by this
Selling Shareholder August 31, 1996 Prospectus
- ------------------- ----------------- -----------
<S> <C> <C>
Gerald Taylor 939 939
Technology Research Group 7,685 7,685
U.S. Bancorp Capital Corporation 442,644 442,644
Jonathan Weiss 100,174(5) 86,250
Teoman M. Yatman 2,952 2,952
- ---------------
<FN>
(1) Includes 8,415 shares subject to exercisable options.
(2) Includes 4,182 shares subject to exercisable options.
(3) Includes 4,862 shares subject to exercisable options.
(4) Includes 4,743 shares subject to exercisable options.
(5) Includes 13,924 shares subject to exercisable options.
</FN>
</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
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<PAGE>
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.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the SEC are incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995, SEC File No. 0-13442.
2. The Company's Current Report on Form 8-K dated January 31, 1996,
as amended by Form 8-K/A Amendment No. 1 dated April 24, 1996.
3. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 1996.
4. 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 related schedules and the
supplemental consolidated financial statements of Mentor Graphics
Corporation and subsidiaries as of December 31, 1995 and 1994, and for each
of the years in the three-year period ended December 31, 1995, 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,
1995 or the Company's Current Report on Form 8-K/A Amendment No. 1 dated
April 24, 1996, 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, 1995
financial statements and supplemental 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
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<PAGE>
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.
The consolidated financial statements of Microtec Research, Inc. and
subsidiaries as of March 31, 1995 and 1994, and for each of the three years
in the period ended March 31, 1995, which are incorporated by reference in
this Prospectus from the Company's Current Report on Form 8-K dated January
31,1996, have been audited by Deloitte & Touche LLP, independent auditors,
as set forth in their report incorporated by reference herein, and are
included in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
8
<PAGE>
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................................... $10,070
Legal fees......................................... 1,500*
Accounting Fees.................................... 500*
Miscellaneous...................................... 100*
------
Total..................................... $12,170*
======
--------------------
*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 opposed to the best interests of the Company,
II-1
<PAGE>
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 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.
II-2
<PAGE>
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.
23A. Consent of KPMG Peat Marwick LLP.
23B. Consent of Deloitte & Touche LLP.
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.
II-3
<PAGE>
(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.
II-4
<PAGE>
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
September 6, 1996.
MENTOR GRAPHICS CORPORATION
By DEAN M. FREED
---------------------------------
Dean M. Freed
Vice President and General Counsel
II-5
<PAGE>
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 6th day of September, 1996.
Signature Title
--------- -----
(1) Principal Executive Officer:
*WALDEN C. RHINES President, Chief Executive
------------------------------------ Officer, and Director
Walden C. Rhines
(2) Principal Financial Officer:
*R. DOUGLAS NORBY Senior Vice President and
------------------------------------ Chief Financial Officer
R. Douglas Norby
(3) Principal Accounting Officer:
*RICHARD TREBING Corporate Controller and
------------------------------------ Chief Accounting Officer
Richard Trebing
(4) Directors:
*MARSHA B. CONGDON Director
------------------------------------
Marsha B. Congdon
*JAMES R. FIEBIGER Director
------------------------------------
James R. Fiebiger
*DAVID A. HODGES Director
------------------------------------
David A. Hodges
*FONTAINE K. RICHARDSON Director
------------------------------------
Fontaine K. Richardson
*JON A. SHIRLEY Director
------------------------------------
Jon A. Shirley
*By DEAN M. FREED
------------------------------------
Dean M. Freed, Attorney-in-Fact
II-6
<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.
23A. Consent of KPMG Peat Marwick LLP.
23B. Consent of Deloitte & Touche LLP.
24. Powers of Attorney.
EXHIBIT 5
September 6, 1996
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 2,133,446 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,
DEAN M. FREED
Dean M. Freed
EXHIBIT 23A
Consent of Independent Certified Public Accountants
---------------------------------------------------
We consent to incorporation by reference herein of our reports dated
January 29, 1996, relating to the consolidated balance sheets of Mentor
Graphics Corporation and subsidiaries as of December 31, 1995 and 1994, 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, 1995, which reports appear or are
incorporated by reference in the December 31, 1995 annual report on Form
10-K of Mentor Graphics Corporation. We also consent to incorporation by
reference herein of our report dated April 5, 1996, relating to the
supplemental consolidated balance sheets of Mentor Graphics Corporation and
subsidiaries as of December 31, 1995 and 1994, and the related supplemental
consolidated statements of operations, stockholders' equity, and cash flows
for each of the years in the three-year period ended December 31, 1995, all
as restated to give retroactive effect to the acquisition of Microtec
Research, Inc. on January 31, 1996 accounted for as a pooling of interests,
which report appears in the current report on Form 8-K/A Amendment No. 1
dated April 24, 1996 of Mentor Graphics Corporation. We also consent 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
September 5, 1996
EXHIBIT 23B
Consent of Deloitte & Touche LLP
We consent to incorporation by reference in this Registration
Statement of Mentor Graphics Corporation on Form S-3 of our report dated
April 28, 1995, relating to the consolidated financial statements of
Microtec Research, Inc. and subsidiaries as of March 31, 1995 and 1994, and
for each of the three years in the period ended March 31, 1995, contained
on pages F-29 through F-42 in Amendment No. 3 to Registration Statement No.
33-63733 of Mentor Graphics Corporation on Form S-4 under the Securities
Act of 1933, which report is incorporated by reference into the Current
Report on Form 8-K dated January 31, 1996 of Mentor Graphics Corporation.
We also consent to the reference to us under the heading "Experts" in the
Prospectus, which is a part of this Registration Statement.
DELOITTE & TOUCHE LLP
San Jose, California
September 5, 1996
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 under the Securities Act of shares of Common Stock of
Mentor Graphics issued pursuant to the Agreement and Plan of Merger among
Mentor Graphics, I Acquisition Sub, Inc. and Interconnectix, Inc. dated
August 18, 1996.
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-3 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: September 5, 1996.
WALDEN C. RHINES
---------------------------------------
Signature of 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 under the Securities Act of shares of Common Stock of
Mentor Graphics issued pursuant to the Agreement and Plan of Merger among
Mentor Graphics, I Acquisition Sub, Inc. and Interconnectix, Inc. dated
August 18, 1996.
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-3 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: September 6, 1996.
R. DOUGLAS NORBY
---------------------------------------
Signature of 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 under the Securities Act of shares of Common Stock of
Mentor Graphics issued pursuant to the Agreement and Plan of Merger among
Mentor Graphics, I Acquisition Sub, Inc. and Interconnectix, Inc. dated
August 18, 1996.
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-3 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: September 6, 1996.
RICHARD TREBING
---------------------------------------
Signature of Richard Trebing
<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 under the Securities Act of shares of Common Stock of
Mentor Graphics issued pursuant to the Agreement and Plan of Merger among
Mentor Graphics, I Acquisition Sub, Inc. and Interconnectix, Inc. dated
August 18, 1996.
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-3 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: September 5, 1996.
MARSHA B. CONGDON
---------------------------------------
Signature of 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 under the Securities Act of shares of Common Stock of
Mentor Graphics issued pursuant to the Agreement and Plan of Merger among
Mentor Graphics, I Acquisition Sub, Inc. and Interconnectix, Inc. dated
August 18, 1996.
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-3 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: September 5, 1996.
JAMES R. FIEBIGER
---------------------------------------
Signature of 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 under the Securities Act of shares of Common Stock of
Mentor Graphics issued pursuant to the Agreement and Plan of Merger among
Mentor Graphics, I Acquisition Sub, Inc. and Interconnectix, Inc. dated
August 18, 1996.
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-3 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: September 5, 1996.
DAVID A. HODGES
---------------------------------------
Signature of David A. Hodges
<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 under the Securities Act of shares of Common Stock of
Mentor Graphics issued pursuant to the Agreement and Plan of Merger among
Mentor Graphics, I Acquisition Sub, Inc. and Interconnectix, Inc. dated
August 18, 1996.
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-3 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: September 5, 1996.
FONTAINE K. RICHARDSON
---------------------------------------
Signature of 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 under the Securities Act of shares of Common Stock of
Mentor Graphics issued pursuant to the Agreement and Plan of Merger among
Mentor Graphics, I Acquisition Sub, Inc. and Interconnectix, Inc. dated
August 18, 1996.
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-3 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: September 5, 1996.
JON A. SHIRLEY
---------------------------------------
Signature of Jon A. Shirley
