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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) JANUARY 31, 1996
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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 2. Acquisition or Disposition of Assets.
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by
and among, Mentor Graphics Corporation, an Oregon corporation ("Mentor
Graphics"), M Acquisition Sub, Inc., a Delaware corporation and wholly owned
subsidiary of Mentor Graphics ("Merger Sub"), and Microtec Research, Inc., a
Delaware corporation ("Microtec"), dated as of October 9, 1995, as amended on
November 6, 1995, Merger Sub was merged with and into Microtec (the "Merger").
As a result of the Merger, Microtec has become a wholly owned subsidiary of
Mentor Graphics.
At the time the Merger became effective on January 31, 1996 (the
"Effective Time"), each share of Common Stock of Microtec outstanding
immediately prior to the Effective Time was converted into and exchanged for
0.6930693 shares of Common Stock of Mentor Graphics. The aggregate number of
shares of Common Stock of Mentor Graphics issued in accordance with the terms
of the Merger Agreement upon such conversion and exchange was 6,223,340
shares. No fractional shares of Common Stock of Mentor Graphics were issued in
connection with such conversion and exchange. In lieu thereof, Mentor Graphics
will pay to the stockholders otherwise entitled to a fraction of a share an
amount in cash (rounded to nearest whole cent) equal to such fractional share
interest multiplied by $20.20.
In addition, pursuant to the Merger Agreement, Mentor Graphics has
reserved an aggregate of 687,925 shares of its Common Stock for issuance
upon exercise of previously outstanding options to purchase Microtec Common
Stock, which options vest and become exercisable in accordance with the terms
of the respective, original Microtec stock option agreements.
The amount of consideration paid in connection with the Merger was
determined in arms-length negotiations between officers of Mentor Graphics and
Microtec. The terms of the transaction were approved by the Boards of
Directors of Mentor Graphics, Merger Sub and Microtec and by the stockholders
of Merger Sub and Microtec.
In connection with the Merger, the former Chairman, Chief Executive
Officer and principal stockholder of Microtec, Jerry Kirk, entered into an
agreement with Mentor Graphics pursuant to which he will provide consulting
services to Mentor Graphics on a full time basis for a period of six months
after the Effective Time and on a part time basis for a period of eighteen
months thereafter. The agreement contains non-compete and a non-solicitation
provisions applicable for three years following the Effective Time.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired.
See "Financial Statements of Microtec Research, Inc." set forth on
pages F-29 through F-47 of Amendment No. 3 to the Registrant's Registration
Statement on Form S-4 (Reg. No. 33-63733) filed with the Securities and Exchange
Commission on January 10, 1996 and declared effective on January 10, 1996, which
financial statements are hereby incorporated herein by reference.
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(b) Pro Forma Financial Information.
See "Pro Forma Combined Condensed Financial Statements" set forth
on pages 36 through 39 of Amendment No. 3 to the Registrant's Registration
Statement on Form S-4 (Reg. No. 33-63733) filed with the Securities and Exchange
Commission on January 10, 1996 and declared effective on January 10, 1996, which
financial statements are hereby incorporated herein by reference.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated October 9, 1995, as
amended November 6, 1995, among Registrant, M Acquisition Sub,
Inc. and Microtec Research, Inc.
2.2 Certificate of Merger of M Acquisition Sub, Inc. into
Microtec Research, Inc. as filed with the Delaware Secretary of
State on January 31, 1996.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
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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: February 14, 1996 By: /s/ R. DOUGLAS NORBY
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R. Douglas Norby
Senior Vice President and Chief
Financial Officer
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION PAGE
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<S> <C> <C>
2.1 Agreement and Plan of Merger dated October 9, 1995,
as amended November 6, 1995, among Registrant,
M Acquisition Sub, Inc. and Microtec Research, Inc.(1)
2.2 Certificate of Merger of M Acquisition Sub, Inc. into
Microtec Research, Inc., as filed with the Delaware
Secretary of State on January 31, 1996.
23.1 Consent of Deloitte & Touche LLP, independent
auditors.
</TABLE>
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(1) Incorporated by reference to Annex A of Amendment No. 3 to the Registrant's
Registration Statement on Form S-4 (Registration No. 33-63733) filed on
January 10, 1996.
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Exhibit 2.2
CERTIFICATE OF MERGER
OF
M ACQUISITION SUB, INC.,
A DELAWARE CORPORATION
(THE "MERGED COMPANY") INTO
MICROTEC RESEARCH, INC.,
A DELAWARE CORPORATION
(THE "SURVIVING COMPANY")
(UNDER SECTION 251 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE)
The Surviving Company hereby certifies that:
1. The names and states of incorporation of the constituent
corporations are as follows:
M Acquisition Sub, Inc., a Delaware corporation, and
Microtec Research, Inc., a Delaware corporation.
2. An Agreement and Plan of Merger has been approved, adopted,
certified, executed and acknowledged by the Merged Company and by
the Surviving Company in accordance with the provisions of
subsection (c) of Section 251 of the General Corporation Law of the
State of Delaware.
3. The name of the surviving corporation is Microtec Research, Inc.
4. The Certificate of Incorporation of the Surviving Company shall be
the Certificate of Incorporation of the Surviving Company as amended
in the form set forth on Exhibit A attached hereto.
5. The executed Agreement and Plan of Merger is on file at the
principal place of business of the Surviving Company at 2350 Mission
College Boulevard, Santa Clara, California 95054.
6. A copy of the Agreement and Plan of Merger will be furnished by the
Surviving Company on request and without cost to any stockholder of
the Merged Company or the Surviving Company.
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IN WITNESS WHEREOF, the Surviving Company has caused this certificate to
be signed by Jerry Kirk, its Chairman and Chief Executive Officer, and attested
by Kenneth E. Lonchar, its Vice President, Finance and Administration and Chief
Financial Officer on the 31st day of January, 1996.
Microtec Research, Inc.
a Delaware corporation
By:
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Jerry Kirk
Chairman and Chief Executive Officer
ATTEST:
By:
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Kenneth E. Lonchar
Vice President, Finance and
Administration and Chief Financial
Officer
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EXHIBIT A
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
MICROTEC RESEARCH, INC.
ARTICLE I
The name of the corporation is Microtec Research, Inc. (the "Corporation").
ARTICLE II
The address of the Corporation's registered office in the State of Delaware
is 32 Loockerman Square, Suite L-100, County of Kent, Dover, Delaware 19904. The
name of its registered agent at such address is The Prentice Hall Corporation
System, Inc.
ARTICLE III
The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
Delaware.
ARTICLE IV
The aggregate number of shares which this Corporation shall have authority
to issue is One Thousand (1,000) shares of capital stock, all of which shall be
designated "Common Stock" and have a par value of $.001 per share.
ARTICLE V
The name and mailing address of the incorporator are as follows:
Deann K. Wright
c/o Venture Law Group
2800 Sand Hill Road
Menlo Park, CA 94025
ARTICLE VI
The Board of Directors of the Corporation is expressly authorized to make,
alter or repeal Bylaws of the Corporation, but the stockholders may make
additional Bylaws and may alter or repeal any Bylaw whether adopted by them or
otherwise.
ARTICLE VII
Elections of directors need not be by written ballot except and to the
extent provided in the Bylaws of the Corporation.
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ARTICLE VIII
A. To the fullest extent permitted by the Delaware General Corporation
Law, as the same exists or as may hereafter be amended, a director of the
Corporation shall not be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director.
B. The Corporation shall indemnify to the fullest extent permitted by
law any person made or threatened to be made a party to an action or proceeding,
whether criminal, civil, administrative or investigative, by reason of the fact
that he, his testator or intestate is or was a director, officer or employee of
the Corporation or any predecessor of the Corporation, or serves or served at
any other enterprise as a director, officer or employee at the request of the
Corporation or any predecessor to the Corporation.
C. Neither any amendment nor repeal of this Article VIII, nor the
adoption of any provision of this Corporation's Certificate of Incorporation
inconsistent with this Article VIII, shall eliminate or reduce the effect of
this Article VIII in respect of any matter occurring, or any action or
proceeding accruing or arising or that, but for this Article VIII, would accrue
or arise, prior to such amendment, repeal or adoption of an inconsistent
provision.
ARTICLE IX
The Corporation is to have perpetual existence.
ARTICLE X
The number of directors which will constitute the whole Board of Directors
of the Corporation shall be designated in the Bylaws of the Corporation.
ARTICLE XI
Meetings of stockholders may be held within or without the State of
Delaware, as the Bylaws may provide. The books of the Corporation may be kept
(subject to any statutory provision) outside the State of Delaware at such
place or places as may be designated from time to time by the Board of
Directors in the Bylaws of the Corporation.
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference on Form 8-K under the
Securities Exchange Act of 1934 of Mentor Graphics Corporation dated February
14, 1996 of our report dated April 28, 1995 on the consolidated balance sheets
of Microtec Research, Inc. and subsidiaries as of March 31, 1995 and 1994, and
the related statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended March 31, 1995, and contained on
pages F-29 through F-46 in the Registration Statement No. 33-63733 of Mentor
Graphics Corporation on Amendment No. 3 to Form S-4 under the Securities Act
of 1933.
DELOITTE & TOUCHE LLP
San Jose, California
February 14, 1996
