As filed with the Securities and Exchange Commission on December 18, 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)
Option Exchange Offer to holders of Exemplar Logic Options
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, Suite 2600
Portland, Oregon 97204-1268
-------------------
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
<CAPTION>
Proposed Amount
Title of Maximum Maximum of
Securities Amount Offering Aggregate Regis-
to Be to Be Price Per Offering tration
Registered Registered Share Price Fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Options to
Purchase
Common Stock -(1) -(1) $6,965,041(2) $1,936
Common Stock,
without par
value -(1) -(1) $1,861,201(3) $ 518
------
Total Fee $2,454
======
- -------------------------------------------------------------------------------
</TABLE>
(1) Omitted pursuant to Rule 457(o) of the Securities Act of 1933.
(2) Mentor Graphics Corporation (the "Company") is offering employee stock
options to holders of stock options granted by Exemplar Logic, Inc., a
subsidiary of the Company ("Exemplar"). This offer is being made in connection
with the proposed merger of Exemplar with another Company subsidiary pursuant to
which Exemplar will become a wholly-owned subsidiary of the Company. The number
of shares to be covered by the Company options and the exercise price per share
shall be determined by a formula based on the average closing price of Common
Stock for a ten day period prior to the effectiveness of the merger. The maximum
aggregate offering price of the options represents the difference between (a)
the aggregate value of the Exemplar shares underlying the outstanding Exemplar
options based on the negotiated cash price to be paid for Exempar shares in the
merger and (b) the aggregate exercise price of the outstanding Exemplar options.
(3) Consists of shares to be issued under the Company's 1986 Stock Plan upon
exercise of options exchanged for Exemplar options. The maximum aggregate
offering price of the shares equals the aggregate exercise price of the
outstanding Exemplar options, which will be the aggregate exercise price of the
Company options exchanged therefore.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
---------------------------------------
The following documents filed by 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.
-------------------------
Stock options are being offered under the Company's 1986 Stock Plan to
holders of options granted by Exemplar. The exercise price per share and number
of shares to be covered by the Company options offered to each Exemplar optionee
will be determined by applying a formula to the number of shares and exercise
price of the optionee's Exemplar option. All other terms of the Company options,
including vesting schedule and expiration date, will be the same as the terms of
the Exemplar options being exchanged.
II-1
<PAGE>
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:
(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
II-2
<PAGE>
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
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.
II-3
<PAGE>
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.
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.
II-4
<PAGE>
(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.
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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 18th day of
December, 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
December 18, 1998 in the capacities indicated.
Signature Title
--------- -----
(1) Principal Executive Officer:
*WALDEN C. RHINES President, Chief Executive
----------------------------- Officer and Director
Walden C. Rhines
(2) Principal Financial Officer:
*GREGORY K. HINCKLEY Executive Vice President,
----------------------------- Chief Operating Officer and
Gregory K. Hinckley Chief Financial Officer
(3) Principal Accounting Officer:
*ANTHONY B. ADRIAN Vice President, Corporate
----------------------------- Controller
Anthony B. Adrian
(4) Directors:
Director
-----------------------------
Marsha B. Congdon
II-6
<PAGE>
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
December 18, 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
stock options ("Options") and 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 Options and 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
---------------------------------------------------
The Board of Director and Stockholders
Mentor Graphics Corporation:
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, Oregon
December 11, 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 stock options and
shares of Mentor Graphics common stock related to the option exchange offer to
optionees of Exemplar Logic, Inc.
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: December 17, 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 stock options and
shares of Mentor Graphics common stock related to the option exchange offer to
optionees of Exemplar Logic, Inc.
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: December 16, 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 stock options and
shares of Mentor Graphics common stock related to the option exchange offer to
optionees of Exemplar Logic, Inc.
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: December 15, 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 stock options and
shares of Mentor Graphics common stock related to the option exchange offer to
optionees of Exemplar Logic, Inc.
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: December 16, 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 stock options and
shares of Mentor Graphics common stock related to the option exchange offer to
optionees of Exemplar Logic, Inc.
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: December 17, 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 stock options and
shares of Mentor Graphics common stock related to the option exchange offer to
optionees of Exemplar Logic, Inc.
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: December 17, 1998.
JON A. SHIRLEY
-----------------------------------
Signature
Jon A. Shirley
-----------------------------------
Type or Print Name
