As filed with the Securities and Exchange Commission on April 7, 1998
Registration No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MENTOR GRAPHICS CORPORATION
(Exact name of issuer as specified in charter)
-------------------
Oregon 93-0786033
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
8005 SW Boeckman Road
Wilsonville, Oregon 97070-7777
(Address of principal executive offices) (Zip Code)
Mentor Graphics Corporation 1986 Stock Plan
(Full title of the plan)
-------------------
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 CHESTLER
Stoel Rives LLP
900 SW Fifth Avenue
Portland, Oregon 97204-1268
-------------------
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Amount
Title of Maximum Maximum of
Securities Amount Offering Aggregate Regis-
to Be to Be Price Per Offering tration
Registered Registered Share (1) Price(1) Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
without par
value 5,500,000 Shares $9.875 $54,312,500 $16,022
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) of the Securities Act of 1933. The calculation of the
registration fee is based on $9.875, which was the average of the high and low
prices of the Common Stock on April 3, 1998 as reported in The Wall Street
Journal for NASDAQ National Market Issues.
</TABLE>
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed by Mentor Graphics Corporation (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:
(a) The Company's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus
filed pursuant to Rule 424(b) under the Securities Act of 1933 that
contains audited financial statements for the Company's latest fiscal year
for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the annual report or prospectus referred to in (a) above.
(c) The description of the authorized capital stock of the Company
contained in the Company's registration statement filed under Section 12 of
the Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating the description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, 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.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. 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:
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<PAGE>
(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 persons 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, 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 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
II-2
<PAGE>
proceeding in advance of its final disposition if the director or
officer affirms in good faith that 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.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.A. Restated Articles of Incorporation of the Company, as amended.
Incorporated by reference to Exhibit 4A of the Company's
Registration Statement on Form S-3, Reg. No. 33-23024.
4.B. Bylaws of the Company. Incorporated by reference to Exhibit 4B of
the Company's Registration Statement on Form S-3, Reg. No.
33-56759.
5. Opinion of Counsel.
23. Consent of Accountants.
24. Powers of Attorney.
II-3
<PAGE>
Item 9. 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.
(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.
II-4
<PAGE>
(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.
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<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-8, 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 this 7th day of
April, 1998.
MENTOR GRAPHICS CORPORATION
By DEAN M. FREED
--------------------------------------
Dean M. Freed, Vice President and
General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on April
7, 1998 in the capacities indicated.
Signature Title
--------- -----
(1) Principal Executive Officer:
*WALDEN C. RHINES President, Chief
---------------------------- Executive Officer and
Walden C. Rhines Director
(2) Principal Financial Officer:
*GREGORY K. HINCKLEY Executive Vice President,
---------------------------- Chief Operating Officer
Gregory K. Hinckley and Chief Financial Officer
(3) Principal Accounting Officer:
*ANTHONY B. ADRIAN Vice President, Corporate
---------------------------- Controller
Anthony B. Adrian
(4) Directors:
*MARSHA B. CONGDON Director
----------------------------
Marsha B. Congdon
II-6
<PAGE>
*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-7
<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, Reg. No. 33-56759.
5. Opinion of Counsel.
23. Consent of Accountants.
24. Powers of Attorney.
EXHIBIT 5
April 7, 1998
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-8
(the "Registration Statement") under the Securities Act of 1933, as amended,
covering 5,500,000 shares of Common Stock, without par value (the "Shares"), of
the Company to be issued by the Company pursuant to the Company's 1986 Stock
Plan (the "Plan"). 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; and
2. The Shares are duly authorized and, when issued and sold in accordance
with the terms of the Plan, will be 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 23
Consent of Independent Certified Public Accountants
We consent to incorporation by reference herein of our reports dated
February 3, 1998, relating to the consolidated balance sheets of Mentor Graphics
Corporation and subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of operations, stockholders' equity, and cash flows and
related schedule for each of the years in the three-year period ended December
31, 1997, which reports appear in the December 31, 1997 annual report on Form
10-K of Mentor Graphics Corporation.
KPMG PEAT MARWICK LLP
Portland, OR
April 7, 1998
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, an officer and/or director of MENTOR GRAPHICS
CORPORATION appoints WALDEN C. RHINES, GREGORY K. HINCKLEY 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 of
5,500,000 shares of Mentor Graphics common stock reserved for issuance under the
1986 Stock Plan.
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-8 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: March 31, 1998.
WALDEN C. RHINES
-----------------------------------------
Signature
Walden C. Rhines
-----------------------------------------
Type or Print Name
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, an officer and/or director of MENTOR GRAPHICS
CORPORATION appoints WALDEN C. RHINES, GREGORY K. HINCKLEY 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 of
5,500,000 shares of Mentor Graphics common stock reserved for issuance under the
1986 Stock Plan.
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-8 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: March 31, 1998.
GREGORY K. HINCKLEY
-----------------------------------------
Signature
Gregory K. Hinckley
-----------------------------------------
Type or Print Name
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, an officer and/or director of MENTOR GRAPHICS
CORPORATION appoints WALDEN C. RHINES, GREGORY K. HINCKLEY 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 of
5,500,000 shares of Mentor Graphics common stock reserved for issuance under the
1986 Stock Plan.
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-8 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: March 31, 1998.
ANTHONY B. ADRIAN
-----------------------------------------
Signature
Anthony B. Adrian
-----------------------------------------
Type or Print Name
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, an officer and/or director of MENTOR GRAPHICS
CORPORATION appoints WALDEN C. RHINES, GREGORY K. HINCKLEY 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 of
5,500,000 shares of Mentor Graphics common stock reserved for issuance under the
1986 Stock Plan.
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-8 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: March 18, 1998.
MARSHA B. CONGDON
-----------------------------------------
Signature
Marsha B. Congdon
-----------------------------------------
Type or Print Name
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, an officer and/or director of MENTOR GRAPHICS
CORPORATION appoints WALDEN C. RHINES, GREGORY K. HINCKLEY 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 of
5,500,000 shares of Mentor Graphics common stock reserved for issuance under the
1986 Stock Plan.
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-8 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: March 18, 1998.
JAMES R. FIEBIGER
-----------------------------------------
Signature
James R. Fiebiger
-----------------------------------------
Type or Print Name
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, an officer and/or director of MENTOR GRAPHICS
CORPORATION appoints WALDEN C. RHINES, GREGORY K. HINCKLEY 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 of
5,500,000 shares of Mentor Graphics common stock reserved for issuance under the
1986 Stock Plan.
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-8 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: March 18, 1998.
DAVID A. HODGES
-----------------------------------------
Signature
David A. Hodges
-----------------------------------------
Type or Print Name
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, an officer and/or director of MENTOR GRAPHICS
CORPORATION appoints WALDEN C. RHINES, GREGORY K. HINCKLEY 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 of
5,500,000 shares of Mentor Graphics common stock reserved for issuance under the
1986 Stock Plan.
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-8 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: March 18, 1998.
FONTAINE K. RICHARDSON
-----------------------------------------
Signature
Fontaine K. Richardson
-----------------------------------------
Type or Print Name
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
The undersigned, an officer and/or director of MENTOR GRAPHICS
CORPORATION appoints WALDEN C. RHINES, GREGORY K. HINCKLEY 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 of
5,500,000 shares of Mentor Graphics common stock reserved for issuance under the
1986 Stock Plan.
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-8 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: March 18, 1998.
JON A. SHIRLEY
-----------------------------------------
Signature
Jon A. Shirley
-----------------------------------------
Type or Print Name
