-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AoxY1/rRg8gm+Ui7SjlVFnRH4WaAnKnTlUyagH73mmpCqMxLCcLYRSKRM533pQRl A6z7fHzXjDApTzGRakrUvQ== 0001206774-09-001039.txt : 20090513 0001206774-09-001039.hdr.sgml : 20090513 20090513142723 ACCESSION NUMBER: 0001206774-09-001039 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090513 DATE AS OF CHANGE: 20090513 GROUP MEMBERS: GREGG E. ADKIN GROUP MEMBERS: JOHN M. HOLLIMAN III GROUP MEMBERS: LAWRENCE J. ALDRICH GROUP MEMBERS: VALLEY VENTURES III, L.P. GROUP MEMBERS: VV II MANAGEMENT, L.L.C. GROUP MEMBERS: VV III MANAGEMENT, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LOGICVISION INC CENTRAL INDEX KEY: 0001041418 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943166964 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-77967 FILM NUMBER: 09821797 BUSINESS ADDRESS: STREET 1: 25 METRO DRIVE 3RD FL CITY: SAN JOSE STATE: CA ZIP: 95110 BUSINESS PHONE: 4084530146 MAIL ADDRESS: STREET 1: 25 METRO DRIVE 3RD FL CITY: SAN JOSE STATE: CA ZIP: 95110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Valley Ventures II, L.P. CENTRAL INDEX KEY: 0001314955 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 80 E. RIO SALADO PARKWAY, SUITE 710 CITY: TEMPE STATE: AZ ZIP: 85281 BUSINESS PHONE: 480-661-6600 MAIL ADDRESS: STREET 1: 80 E. RIO SALADO PARKWAY, SUITE 710 CITY: TEMPE STATE: AZ ZIP: 85281 SC 13D/A 1 logicvision_sc13da.htm AMENDMENT - GENERAL STATEMENT OF BENEFICIAL OWNERSHIP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

____________________

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*

LogicVision, Inc.
(Name of Issuer)

Common Stock, par value $0.0001 per share
(Title of Class of Securities)

54140W305
(CUSIP Number)

Gregg E. Adkin, Valley Ventures II, L.P.
80 East Rio Salada Parkway, Suite 710
Tempe, Arizona 85281
(480) 661-6600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 6, 2009
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other revisions of the Act (however, see the Notes).

CUSIP No . 54140W305


1	NAMES OF REPORTING PERSONS
	Valley Ventures II, L.P.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
	(See Instructions)	(b)	o
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEM 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER	346,491 shares

	8	SHARED VOTING POWER	0 shares

	9	SOLE DISPOSITIVE POWER	346,491 shares

	10	SHARED DISPOSITIVE POWER	0 shares


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	346,491 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	(See Instructions)	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.7% (1)
14	TYPE OF REPORTING PERSON (See Instructions)
	PN

____________________

(1) Based on 9,473,572 shares of LogicVision, Inc. (the “Company”) common stock, $0.0001 par value (“Common Stock”) outstanding as of March 31, 2009, as reported on the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2008.

CUSIP No . 54140W305


1	NAMES OF REPORTING PERSONS
	Valley Ventures III, L.P.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
	(See Instructions)	(b)	o
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEM 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER	592,678 shares

	8	SHARED VOTING POWER	0 shares

	9	SOLE DISPOSITIVE POWER	592,678 shares

	10	SHARED DISPOSITIVE POWER	0 shares


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	592,678 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	(See Instructions)	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.3% (1)
14	TYPE OF REPORTING PERSON (See Instructions)
	PN

____________________

(1) Based on 9,473,572 shares of the Company’s Common Stock outstanding as of March 31, 2009, as reported on the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2008.

CUSIP No . 54140W305


1	NAMES OF REPORTING PERSONS
	VV II Management, L.L.C.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
	(See Instructions)	(b)	o
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEM 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER	346,491 shares

	8	SHARED VOTING POWER	0 shares

	9	SOLE DISPOSITIVE POWER	346,491 shares

	10	SHARED DISPOSITIVE POWER	0 shares


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	346,491 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	(See Instructions)	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.7% (1)
14	TYPE OF REPORTING PERSON (See Instructions)
	OO

CUSIP No . 54140W305


1	NAMES OF REPORTING PERSONS
	VV III Management, L.L.C.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
	(See Instructions)	(b)	o
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEM 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER	592,678 shares

	8	SHARED VOTING POWER	0 shares

	9	SOLE DISPOSITIVE POWER	592,678 shares

	10	SHARED DISPOSITIVE POWER	0 shares


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	592,678 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	(See Instructions)	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	6.3% (1)
14	TYPE OF REPORTING PERSON (See Instructions)
	OO

CUSIP No . 54140W305


1	NAMES OF REPORTING PERSONS
	John M. Holliman III
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
	(See Instructions)	(b)	o
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEM 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER	0 shares

	8	SHARED VOTING POWER	939,169 shares

	9	SOLE DISPOSITIVE POWER	0 shares

	10	SHARED DISPOSITIVE POWER	939,169 shares


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	939,169 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	(See Instructions)	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.9% (1)
14	TYPE OF REPORTING PERSON (See Instructions)
	IN

CUSIP No . 54140W305


1	NAMES OF REPORTING PERSONS
	Gregg E. Adkin
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
	(See Instructions)	(b)	o
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEM 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER	26,000 shares

	8	SHARED VOTING POWER	939,169 shares

	9	SOLE DISPOSITIVE POWER	26,000 shares

	10	SHARED DISPOSITIVE POWER	939,169 shares


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	965,169 shares (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	(See Instructions)	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	10.2% (2)
14	TYPE OF REPORTING PERSON (See Instructions)
	IN

____________________

(1) Includes 26,000 shares of Common Stock that can be acquired upon the exercise of stock options that are or will be exercisable within 60 days.
(2) Based on 9,473,572 shares of the Company’s Common Stock outstanding as of March 31, 2009, as reported on the Company’s Annual Report on Form 10-K, as amended, for the year ended December 31, 2008.

CUSIP No . 54140W305


1	NAMES OF REPORTING PERSONS
	Lawrence J. Aldrich
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)	x
	(See Instructions)	(b)	o
3	SEC USE ONLY

4	SOURCE OF FUNDS (See Instructions)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEM 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER	0 shares

	8	SHARED VOTING POWER	0 shares

	9	SOLE DISPOSITIVE POWER	0 shares

	10	SHARED DISPOSITIVE POWER	0 shares


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0 shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
	(See Instructions)	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.0%
14	TYPE OF REPORTING PERSON (See Instructions)
	IN

Explanatory Note:

This Amendment No. 3 (Amendment No. 3) to the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) by each Reporting Person listed below on January 21, 2005 and amended on March 29, 2005 and June 27, 2006 (as so amended, the “Schedule 13D”), relating to the common stock, par value $0.0001 per share (“Common Stock”), of LogicVision, Inc. (the “Company”), amends and restates the Schedule 13D. This Amendment No. 3 reflects the 1-for-2.5 reverse stock split of the Company Common Stock which became effective March 12, 2008.

Item 1. Security and Issuer

This statement on Schedule 13D relates to the Company’s Common Stock. The Company’s principal executive office address is 25 Metro Drive, Third Floor, San Jose, California 95110.

Item 2. Identity and Background

(a) This Statement is jointly filed by the following persons (each a “Reporting Person”):

Valley Ventures II, L.P., a Delaware limited partnership (“Ventures II”);
Valley Ventures III, L.P., a Delaware limited partnership (“Ventures III”);
VV II Management, L.L.C., a Delaware limited liability company, which is the General Partner of Ventures II (“VVII”);
VV III Management, L.L.C., a Delaware limited liability company, which is the General Partner of Ventures III (“VVIII”);
John M. Holliman III, who is a managing member of VVII and VVIII and a limited partner of Ventures II and Ventures III (“Holliman”);
Gregg E. Adkin, who is a managing member of VVII and VVIII and a limited partner of Ventures II and Ventures III (“Adkin”); and
Lawrence J. Aldrich, who was formerly a managing member of VVIII and a limited partner of Ventures III (“Aldrich”).

(b)-(c) The business address of Ventures II and Ventures III is 80 East Rio Salado Parkway, Suite 710, Tempe, Arizona 85281. Ventures II and Ventures III are venture capital investment funds.

The business address of VVII and VVIII is 80 East Rio Salado Parkway, Suite 710, Tempe, Arizona 85281. VVII serves as the General Partner of Ventures II and VVIII serves as the General Partner of Ventures III.

The business address of Holliman is 80 East Rio Salado Parkway, Suite 710, Tempe, Arizona 85281. Holliman is a venture capital investor who, among other things, serves as a managing member of VVII and VVIII and who is a limited partner of Ventures II and Ventures III.

The business address of Adkin is 80 East Rio Salado Parkway, Suite 710, Tempe, Arizona 85281. Adkin is a venture capital investor who, among other things, serves as a managing member of VVII and VVIII and who is a limited partner of Ventures II and Ventures III.

The business address of Aldrich is 4280 N. Campbell Ave., Suite 214, Tucson, Arizona 85718. Aldrich is the Chief Operating Officer of The Critical Path Institute, a publicly-funded non-profit organization that fosters research and educational programs intended to enable the pharmaceutical industry to safely accelerate the development of new medications.

(d) During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding, if any, traffic violations or similar misdemeanors).

(e) During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which proceeding, he, she or it was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Holliman, Adkin, and Aldrich are United States citizens.

Item 3. Source and Amount of Funds or Other Consideration

As reported on Amendment No. 2 to Schedule 13D, as filed with the SEC on June 27, 2006 (“Amendment No. 2”), Ventures II acquired 126,920 shares of Common Stock and Ventures III acquired 209,772 shares of Common Stock. As reported on Amendment No. 1 to Schedule 13D, as filed with the SEC on March 29, 2005 (“Amendment No. 1”), Ventures II and Ventures III received shares of Common Stock from the Company as consideration for the Company’s acquisition of SiVerion, Inc., an entity in which both Ventures II and Ventures III had invested. As part of this acquisition, the Company agreed to pay Ventures II and Ventures III an additional sum of cash in November 2006 if the price of the Company’s Common Stock was not trading at certain predetermined levels. In lieu of this cash settlement, on June 23, 2006, the Company and each of Ventures II and Ventures III agreed to accept additional shares of the Company’s Common Stock, at a price equal to the trading price of the Company’s Common Stock on the date of the acquisition in 2004, or $1.73 per share.

Item 4. Purpose of Transaction

On May 6, 2009, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Mentor Graphics Corporation, an Oregon corporation (“Mentor”), and Fulcrum Acquisition Corporation, a wholly-owned subsidiary of Mentor (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and as a wholly-owned subsidiary of Mentor (the “Merger”). In connection with the Merger, Ventures II, Ventures III and Adkin entered into support agreements with Mentor, pursuant to which each of them agreed to vote the shares of the Company’s Common Stock held by them to adopt the Merger Agreement and, subject to certain exceptions, not to dispose of their shares prior to the date of the Company’s stockholder vote to adopt the Merger Agreement.

Item 5. Interest in Securities of the Issuer

(a)-(b) Ventures II beneficially owns an aggregate of 346,491 shares of the Company’s Common Stock, representing approximately 3.7% of the Company’s outstanding Common Stock. Ventures II holds sole power to vote and to dispose of the shares that it owns.

Ventures III beneficially owns an aggregate of 592,678 shares of the Company’s Common Stock, representing approximately 6.3% of the Company’s outstanding Common Stock. Ventures III holds sole power to vote and to dispose of the shares that it owns.

VVII beneficially owns an aggregate of 346,491 shares of the Company’s Common Stock, representing approximately 3.7% of the Company’s outstanding Common Stock, by virtue of its role as General Partner of Ventures II. As such, VVII has sole power to vote or to direct the vote and sole power to dispose or direct the disposition of the shares of Common Stock held by Ventures II. VVII disclaims beneficial ownership of all shares of Common Stock held by Ventures II except to the extent that its interest in such shares arises from its interest, if any, in Ventures II.

VVIII beneficially owns an aggregate of 592,678 shares of the Company’s Common Stock, representing approximately 6.3% of the Company’s outstanding Common Stock, by virtue of its role as General Partner of Ventures III. As such, VVIII has sole power to vote or to direct the vote and sole power to dispose or direct the disposition of shares of Common Stock held by Ventures III. VVIII disclaims beneficial ownership of all shares of Common Stock held by Ventures III except to the extent that its interest in such shares arises from its interest, if any, in Ventures III.

Holliman beneficially owns an aggregate of 939,169 shares of the Company’s Common Stock, representing approximately 9.9% of the Company’s outstanding Common Stock, by virtue of his role as a managing member of VVII (which is the General Partner of Ventures II) and as a managing member of VVIII (which is the General Partner of Ventures III). Pursuant to the operating agreements of VVII and VVIII, Holliman has (a) shared power to vote or to direct the vote of all 939,169 shares held by Ventures II and Ventures III; and (b) shared power to dispose or direct the disposition of all 939,169 shares held by Ventures II and Ventures III. Holliman disclaims beneficial ownership of all shares of Common Stock held by Ventures II, Ventures III, VVII, or VVIII except to the extent that his interests in such shares arises from his interest, if any, in such entities.

Adkin beneficially owns an aggregate of 965,169 shares of the Company’s Common Stock, representing approximately 10.2% of the Company’s outstanding Common Stock, by virtue of (i) his role as a managing member of VVII (which is the General Partner of Ventures II) and as a managing member of VVIII (which is the General Partner of Ventures III), and (ii) his ownership of options to acquire 26,000 shares of Common Stock, which will vest within 60 days of the filing date of this Statement. Pursuant to the operating agreements of VVII and VVIII, Adkin has (a) shared power to vote or to direct the vote of all 939,169 shares held by Ventures II and Ventures III; and (b) shared power to dispose or direct the disposition of all 939,169 shares held by Ventures II and Ventures III. Adkin also has sole power to vote and dispose of the 26,000 shares of Common Stock issuable upon exercise of the options that he holds. Adkin disclaims beneficial ownership of all shares of Common Stock held by Ventures II, Ventures III, VVII, or VVIII except to the extent that his interests in such shares arises from his interest, if any, in such entities.

Aldrich beneficially owns an aggregate of 0 shares of the Company’s Common Stock, representing 0% of the Company’s outstanding Common Stock. As reported on Amendment No. 1 and Amendment No. 2, Aldrich was formerly a managing member of VVIII, which is the General Partner of Ventures III. Since the date of Amendment No. 1, Aldrich resigned his position as managing member of VVIII. Accordingly, although he remains a general member of VVIII and a limited partner in Ventures III, he no longer has any power to control VVIII or Ventures III, and in turn has no power to control the vote or disposition of Common Stock held by Ventures III.

(c) The Reporting Persons did not engage in any transactions in the Company’s Common Stock affected during the past 60 days.

(d) The limited partners of Ventures II and Ventures III have the right to receive dividends or proceeds from the sale of the Company’s Common Stock held by Ventures II and Ventures III, respectively, according to the terms of those entities’ respective partnership agreements.

(e) Aldrich ceased to be the beneficial owner of more than 5% of the Company’s Common Stock since the date of Amendment No. 1 because he resigned his position as managing member of VVIII, which is the General Partner of Ventures III. Although Mr. Aldrich remains a general member of VVIII and a limited partner of Ventures III, he no longer has control over VVIII or Ventures III, and in turn has no power to control the vote or disposition of shares of the Company’s Common Stock held by Ventures III.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

See Item 4.

Item 7. Material to be Filed as Exhibits

The following documents are included as exhibits to this Schedule 13D:

Exhibit A: Joint filing agreement of the signatories to this Statement (previously filed).

Exhibit B: Form of Support Agreement, dated May 6, 2009.

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: May 12, 2009

Valley Ventures II, L.P.

By:	VV II Management, L.L.C.
Its:	General Partner

/s/ Gregg E. Adkin
Gregg E. Adkin, Managing Member

Valley Ventures III, L.P.

By:	VV III Management, L.L.C.
Its:	General Partner

/s/ Gregg E. Adkin
Gregg E. Adkin, Managing Member

VV II Management, L.L.C.

/s/ Gregg E. Adkin
Gregg E. Adkin, Managing Member

VV III Management, L.L.C.

/s/ Gregg E. Adkin
Gregg E. Adkin, Managing Member

*
John M. Holliman III

/s/ Gregg E. Adkin
Gregg E. Adkin

*
Lawrence J. Aldrich

*By:	/s/ Gregg E. Adkin
	Gregg E. Adkin, Attorney-in-Fact

EX-99.B 2 exhibit_b.htm FORM OF SUPPORT AGREEMENT, DATED MAY 6, 2009

Exhibit B

SUPPORT AGREEMENT

This SUPPORT AGREEMENT (this “Agreement”), dated as of _______________, 2009, is entered into between Mentor Graphics Corporation, an Oregon corporation (“Parent”), and [·] (the “Securityholder”).

WHEREAS, Parent, Fulcrum Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and LogicVision, Inc., a Delaware corporation (the “Company”), are entering into an Agreement and Plan of Merger of even date herewith (the “Merger Agreement”), which provides for the merger (the “Merger”) of Merger Sub with and into the Company, pursuant to which all outstanding capital stock of the Company will be converted into the right to receive shares of capital stock of Parent, as set forth in the Merger Agreement.

WHEREAS, in order to induce Parent to enter into the Merger Agreement, Parent has requested that the Securityholder, and the Securityholder has agreed to, enter into this Agreement with respect to all (i) common shares of the capital stock of the Company (“Company Stock”) and options to purchase Company Stock (“Company Options”) that the Securityholder beneficially owns as of the date of this Agreement and (ii) all additional securities of the Company (including all shares of capital stock, options, warrants and other rights to acquire shares of capital stock of the Company) of which the Securityholder acquires beneficial ownership during the period commencing on the date of this Agreement until its termination pursuant to the terms hereof (such Company Stock, Company Options and additional securities and rights collectively, “Securities”).

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE 1 VOTING AGREEMENT; PROXY MATTERS

Section 1.01. Voting Agreement. The Securityholder hereby agrees to vote or exercise its right to consent with respect to all Securities that the Securityholder is entitled to vote at the time of any vote in favor of approving and adopting the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement at any meeting of the stockholders of the Company, and at any adjournment or postponement thereof, at which the Merger Agreement, the Merger and/or the other transactions contemplated by the Merger Agreement (or any amended version thereof), are submitted for the consideration and vote of the stockholders of the Company in accordance with the Merger Agreement. The Securityholder hereby agrees that, for so long as this Agreement is in effect, it will not vote any Securities in favor of, or consent to, and will vote the Securities it is entitled to vote against and not consent to, the approval of any (i) Acquisition Proposal, (ii) reorganization, recapitalization, liquidation or winding-up of the Company or any other extraordinary transaction involving the Company or (iii) corporate action the consummation of which would frustrate the purposes, or prevent or delay the consummation of, the transactions contemplated by the Merger Agreement, in each case other than pursuant to the transactions contemplated by the Merger Agreement. In addition, the Securityholder agrees not to take, or commit or agree to take, any action inconsistent with the foregoing.

Section 1.02. Proxy Solicitations. The Securityholder hereby agrees that it will not, and will not permit any entity under Securityholder’s control or any of its or their respective officers, directors, employees, agents or other representatives to, (i) solicit proxies or become a “participant” in a “solicitation”, as such terms are defined in Regulation 14A under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), in opposition to or competition with the consummation of the Merger or otherwise encourage or assist any party in taking or planning any action which would reasonably be expected to compete with, impede, interfere with or attempt to discourage the consummation of the Merger or inhibit the timely consummation of the Merger in accordance with the terms of the Merger Agreement, (ii) directly or indirectly encourage, initiate or cooperate in a stockholders’ vote or action by consent of the Company’s stockholders in opposition to or in competition with the consummation of the Merger, (iii) become a member of a “group” (as such term is used in Rule 13d-5 under the Exchange Act) with respect to any voting securities of the Company for the purpose of opposing or competing with the consummation of the Merger or (iv) unless required by Applicable Law, make any press release, public announcement or other non-confidential communication with respect to the business or affairs of the Company or Parent, including this Agreement and the Merger Agreement and the transactions contemplated hereby and thereby, without the prior written consent of Parent. In addition, the Securityholder agrees not to take, or commit or agree to take, any action inconsistent with the foregoing.

Section 1.03. Proxy Revocation. The Securityholder hereby revokes any and all previous proxies granted with respect to the Securities.

ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE SECURITYHOLDER

The Securityholder represents and warrants to Parent:

Section 2.01. Authorization. The Securityholder has duly executed and delivered this Agreement, and the execution, delivery and performance by the Securityholder of this Agreement and the consummation by the Securityholder of the transactions contemplated hereby are within the powers and legal capacity of the Securityholder and have been duly authorized by all necessary action. Assuming accuracy of the representation set forth in Section 3.01, this Agreement is a valid and binding agreement of the Securityholder, enforceable against the Securityholder in accordance with its terms, except to the extent enforceability may be subject to (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law).

Section 2.02. Non-Contravention. The execution, delivery and performance by the Securityholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not (i) violate any law, rule, regulation, judgment, injunction, order or decree applicable to the Securityholder, (ii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration or to a loss of any benefit to which the Securityholder is entitled in respect of the Securities under any provision of any agreement or other instrument binding on the Securityholder or (iii) result in the imposition of any Lien on any of the Securities (other than the Lien created hereunder).

Section 2.03. Ownership of Securities. The Securityholder is the record or beneficial owner of the Securities issued and outstanding as of the date hereof, free and clear of any Lien and any other limitation or restriction (including any restriction on the right to vote or otherwise dispose of the Securities). None of the Securities is subject to any voting trust or other agreement or arrangement with respect to the voting of the Securities.

Section 2.04. Total Securities. Except for the Securities set forth on the signature page hereto, the Securityholder does not beneficially own any (i) shares of capital stock or voting securities of the Company, (ii) securities of the Company convertible into or exchangeable for shares of capital stock or voting securities of the Company or (iii) options or other rights to acquire from the Company any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF PARENT

Parent represents and warrants to the Securityholder:

Section 3.01. Authorization. Parent has duly executed and delivered the Merger Agreement and this Agreement, and the execution, delivery and performance by Parent of the Merger Agreement and this Agreement and the consummation by Parent of the transactions contemplated thereby and hereby are within the corporate powers of Parent and have been duly authorized by all necessary corporate action. Each of the Merger Agreement and this Agreement constitutes a valid and binding agreement of Parent, enforceable against Parent in accordance with its terms, except to the extent enforceability may be subject to (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting or relating to creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law).

ARTICLE 4
COVENANTS OF THE SECURITYHOLDER

The Securityholder hereby covenants and agrees that so long as this Agreement is in effect:

Section 4.01. No Proxies for or Encumbrances on Securities. The Securityholder shall not, without the prior written consent of Parent, directly or indirectly, (i) grant any proxies or enter into any voting trust or other agreement or arrangement with respect to the voting of any of the Securities or (ii) sell, assign, transfer, encumber or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the direct or indirect sale, assignment, transfer, encumbrance or other disposition of, any Securities during the term of this Agreement (other than the deemed disposition of Company Options upon exercise thereof and the sale of Company Stock received upon exercise of Company Options). The Securityholder shall not seek or solicit any such sale, assignment, transfer, encumbrance or other disposition or any such contract, option or other arrangement or understanding and agrees to notify Parent promptly, and to provide all details requested by Parent, if the Securityholder shall be approached or solicited, directly or indirectly, by any Person with respect to any of the foregoing. Notwithstanding the foregoing, Section 4.01 shall not prohibit a transfer of Securities by the Securityholder (i) to any member of its immediate family, or to a trust for the benefit of the Securityholder or any member of its immediate family, (ii) upon the death of the Securityholder, or (iii) if the Securityholder is a partnership or limited liability company, to one or more partners or members of the Securityholder or to an affiliated corporation under common control with the Securityholder; provided, however, that a transfer referred to in this sentence shall be permitted only if, as a precondition to such transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Parent, to be bound by the terms of this Agreement.

Section 4.02. Other Offers. The Securityholder shall not directly or indirectly take any action that is prohibited under Section 6.04 of the Merger Agreement with respect to actions to be taken by the Company and its Representatives. The Securityholder will promptly advise and update Parent after receipt by the Securityholder of an Acquisition Proposal in accordance with the notice provisions applicable to the Company as set forth in Section 6.04 of the Merger Agreement.

Section 4.03. Waiver of Certain Actions. The Securityholder hereby agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Parent, Merger Subsidiary, the Company or any of their respective successors relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any claim (i) challenging the validity of or seeking to enjoin the operation of any provision of this Agreement or (ii) alleging a breach of any fiduciary duty of the Board of Directors of the Company in connection with the Merger Agreement or the transactions contemplated thereby.

ARTICLE 5
MISCELLANEOUS

Section 5.01. Further Assurances. Parent and the Securityholder will each execute and deliver, or cause to be executed and delivered, all further documents and instruments and use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law, to consummate and make effective the transactions contemplated by this Agreement.

Section 5.02. Amendments; Termination. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to this Agreement or in the case of a waiver, by the party against whom the waiver is to be effective. This Agreement shall terminate upon the earlier to occur of (i) the Effective Time of the Merger and (ii) the termination of the Merger Agreement, and all rights or obligations of the parties under this Agreement shall immediately terminate, except as provided in Section 5.13 hereof.

Section 5.03. Expenses. All costs and expenses incurred in connection with this Agreement shall be paid by the party incurring such cost or expense.

Section 5.04. Successors and Assigns; Obligations of Securityholder. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of the other parties hereto.

Section 5.05. Governing Law; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF PARENT OR THE SECURITYHOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

Section 5.06. Entire Agreement. This Agreement, together with the Merger Agreement and other documents incorporated therein, appended thereto or contemplated thereby, constitutes the complete, final and exclusive statement of the agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.

Section 5.07. Counterparts; Effectiveness. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective as between Parent, on the one hand, and the Securityholder, on the other hand, when each such party shall have received counterparts hereof signed by each such other party.

Section 5.08. Severability. If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions and covenants of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Section 5.09. Specific Performance. The parties hereto agree that Parent would suffer irreparable damage in the event any provision of this Agreement is not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof in addition to any other remedy to which they are entitled at law or in equity.

Section 5.10. Capitalized Terms. Capitalized terms used but not defined herein shall have the respective meanings set forth in the Merger Agreement.

Section 5.11 Certain Disclosures. Securityholder hereby authorizes Parent and the Company to publish and disclose in any proxy statement or prospectus relating to the Merger Agreement and the Merger and in the registration statement relating to the shares of common stock of Parent to be received by Company Stockholders in the Merger (including any and all documents and schedules filed with the SEC relating thereto or in connection therewith), its identity and ownership of Securities and the nature of its commitments, arrangements and understandings pursuant to this Agreement and any other information that Parent reasonably determines to be necessary or desirable in any press release or any other disclosure document in connection with the Merger or any other transactions contemplated by the Merger Agreement.

Section 5.12 Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally or sent by overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): (i) if to Parent, to the appropriate address for notice thereto set forth in the Merger Agreement and (ii) if to the Securityholder, to the appropriate address set forth underneath the Securityholder’s name on the signature page hereto.

Section 5.13. Securityholder Capacity. The Securityholder signs solely in the Securityholder’s capacity as the record holder or beneficial owner of the Securities and nothing in this Agreement shall limit or affect any actions taken by the Securityholder in the Securityholder’s capacity as an officer or director of the Company. This Section 5.13 shall survive termination of this Agreement.

(Signature Page Follows)

Exhibit B

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

Mentor Graphics Corporation



By:
Name:
Title:




[·]



Number of shares of Company Stock:
Number of Company Options:
Address:	LogicVision, Inc.
	25 Metro Drive, Third Floor
	San Jose, CA 95001

(Signature Page to Support Agreement)

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