-----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, HicckASNr0z6NeGc+CcdK5e61+fxCGPJJMCKGS6tQiVHaZVykjsdDqIh0Ssotw7a r852HGQ08zBaalVF+d5PBg== 0000891618-96-000112.txt : 19960216 0000891618-96-000112.hdr.sgml : 19960216 ACCESSION NUMBER: 0000891618-96-000112 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960131 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960215 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MENTOR GRAPHICS CORP CENTRAL INDEX KEY: 0000701811 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 930786033 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13442 FILM NUMBER: 96521123 BUSINESS ADDRESS: STREET 1: 8005 SW BOECKMAN RD CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5036857000 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) JANUARY 31, 1996 ------------------------------ MENTOR GRAPHICS CORPORATION - ------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) OREGON 0-13442 93-0786033 - ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 8005 S.W. BOECKMAN ROAD, WILSONVILLE, OR 97070-7777 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (503) 685-7000 ---------------------------- NO CHANGE - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 2 Item 2. Acquisition or Disposition of Assets. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among, Mentor Graphics Corporation, an Oregon corporation ("Mentor Graphics"), M Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Mentor Graphics ("Merger Sub"), and Microtec Research, Inc., a Delaware corporation ("Microtec"), dated as of October 9, 1995, as amended on November 6, 1995, Merger Sub was merged with and into Microtec (the "Merger"). As a result of the Merger, Microtec has become a wholly owned subsidiary of Mentor Graphics. At the time the Merger became effective on January 31, 1996 (the "Effective Time"), each share of Common Stock of Microtec outstanding immediately prior to the Effective Time was converted into and exchanged for 0.6930693 shares of Common Stock of Mentor Graphics. The aggregate number of shares of Common Stock of Mentor Graphics issued in accordance with the terms of the Merger Agreement upon such conversion and exchange was 6,223,340 shares. No fractional shares of Common Stock of Mentor Graphics were issued in connection with such conversion and exchange. In lieu thereof, Mentor Graphics will pay to the stockholders otherwise entitled to a fraction of a share an amount in cash (rounded to nearest whole cent) equal to such fractional share interest multiplied by $20.20. In addition, pursuant to the Merger Agreement, Mentor Graphics has reserved an aggregate of 687,925 shares of its Common Stock for issuance upon exercise of previously outstanding options to purchase Microtec Common Stock, which options vest and become exercisable in accordance with the terms of the respective, original Microtec stock option agreements. The amount of consideration paid in connection with the Merger was determined in arms-length negotiations between officers of Mentor Graphics and Microtec. The terms of the transaction were approved by the Boards of Directors of Mentor Graphics, Merger Sub and Microtec and by the stockholders of Merger Sub and Microtec. In connection with the Merger, the former Chairman, Chief Executive Officer and principal stockholder of Microtec, Jerry Kirk, entered into an agreement with Mentor Graphics pursuant to which he will provide consulting services to Mentor Graphics on a full time basis for a period of six months after the Effective Time and on a part time basis for a period of eighteen months thereafter. The agreement contains non-compete and a non-solicitation provisions applicable for three years following the Effective Time. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements of Business Acquired. See "Financial Statements of Microtec Research, Inc." set forth on pages F-29 through F-47 of Amendment No. 3 to the Registrant's Registration Statement on Form S-4 (Reg. No. 33-63733) filed with the Securities and Exchange Commission on January 10, 1996 and declared effective on January 10, 1996, which financial statements are hereby incorporated herein by reference. -2- 3 (b) Pro Forma Financial Information. See "Pro Forma Combined Condensed Financial Statements" set forth on pages 36 through 39 of Amendment No. 3 to the Registrant's Registration Statement on Form S-4 (Reg. No. 33-63733) filed with the Securities and Exchange Commission on January 10, 1996 and declared effective on January 10, 1996, which financial statements are hereby incorporated herein by reference. (c) Exhibits. 2.1 Agreement and Plan of Merger dated October 9, 1995, as amended November 6, 1995, among Registrant, M Acquisition Sub, Inc. and Microtec Research, Inc. 2.2 Certificate of Merger of M Acquisition Sub, Inc. into Microtec Research, Inc. as filed with the Delaware Secretary of State on January 31, 1996. 23.1 Consent of Deloitte & Touche LLP, independent auditors. -3- 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MENTOR GRAPHICS CORPORATION (Registrant) Date: February 14, 1996 By: /s/ R. DOUGLAS NORBY ------------------------------------- R. Douglas Norby Senior Vice President and Chief Financial Officer -4- 5 INDEX TO EXHIBITS
SEQUENTIALLY EXHIBIT NUMBERED NUMBER DESCRIPTION PAGE - ------- ----------- ------------ 2.1 Agreement and Plan of Merger dated October 9, 1995, as amended November 6, 1995, among Registrant, M Acquisition Sub, Inc. and Microtec Research, Inc.(1) 2.2 Certificate of Merger of M Acquisition Sub, Inc. into Microtec Research, Inc., as filed with the Delaware Secretary of State on January 31, 1996. 23.1 Consent of Deloitte & Touche LLP, independent auditors.
- ------------------- (1) Incorporated by reference to Annex A of Amendment No. 3 to the Registrant's Registration Statement on Form S-4 (Registration No. 33-63733) filed on January 10, 1996. -6- EX-2.2 2 CERTIFICATE OF MERGER 1 Exhibit 2.2 CERTIFICATE OF MERGER OF M ACQUISITION SUB, INC., A DELAWARE CORPORATION (THE "MERGED COMPANY") INTO MICROTEC RESEARCH, INC., A DELAWARE CORPORATION (THE "SURVIVING COMPANY") (UNDER SECTION 251 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE) The Surviving Company hereby certifies that: 1. The names and states of incorporation of the constituent corporations are as follows: M Acquisition Sub, Inc., a Delaware corporation, and Microtec Research, Inc., a Delaware corporation. 2. An Agreement and Plan of Merger has been approved, adopted, certified, executed and acknowledged by the Merged Company and by the Surviving Company in accordance with the provisions of subsection (c) of Section 251 of the General Corporation Law of the State of Delaware. 3. The name of the surviving corporation is Microtec Research, Inc. 4. The Certificate of Incorporation of the Surviving Company shall be the Certificate of Incorporation of the Surviving Company as amended in the form set forth on Exhibit A attached hereto. 5. The executed Agreement and Plan of Merger is on file at the principal place of business of the Surviving Company at 2350 Mission College Boulevard, Santa Clara, California 95054. 6. A copy of the Agreement and Plan of Merger will be furnished by the Surviving Company on request and without cost to any stockholder of the Merged Company or the Surviving Company. 2 IN WITNESS WHEREOF, the Surviving Company has caused this certificate to be signed by Jerry Kirk, its Chairman and Chief Executive Officer, and attested by Kenneth E. Lonchar, its Vice President, Finance and Administration and Chief Financial Officer on the 31st day of January, 1996. Microtec Research, Inc. a Delaware corporation By: ---------------------------------------- Jerry Kirk Chairman and Chief Executive Officer ATTEST: By: ------------------------------- Kenneth E. Lonchar Vice President, Finance and Administration and Chief Financial Officer -2- 3 EXHIBIT A AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MICROTEC RESEARCH, INC. ARTICLE I The name of the corporation is Microtec Research, Inc. (the "Corporation"). ARTICLE II The address of the Corporation's registered office in the State of Delaware is 32 Loockerman Square, Suite L-100, County of Kent, Dover, Delaware 19904. The name of its registered agent at such address is The Prentice Hall Corporation System, Inc. ARTICLE III The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware. ARTICLE IV The aggregate number of shares which this Corporation shall have authority to issue is One Thousand (1,000) shares of capital stock, all of which shall be designated "Common Stock" and have a par value of $.001 per share. ARTICLE V The name and mailing address of the incorporator are as follows: Deann K. Wright c/o Venture Law Group 2800 Sand Hill Road Menlo Park, CA 94025 ARTICLE VI The Board of Directors of the Corporation is expressly authorized to make, alter or repeal Bylaws of the Corporation, but the stockholders may make additional Bylaws and may alter or repeal any Bylaw whether adopted by them or otherwise. ARTICLE VII Elections of directors need not be by written ballot except and to the extent provided in the Bylaws of the Corporation. 4 ARTICLE VIII A. To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. B. The Corporation shall indemnify to the fullest extent permitted by law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate is or was a director, officer or employee of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director, officer or employee at the request of the Corporation or any predecessor to the Corporation. C. Neither any amendment nor repeal of this Article VIII, nor the adoption of any provision of this Corporation's Certificate of Incorporation inconsistent with this Article VIII, shall eliminate or reduce the effect of this Article VIII in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Article VIII, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision. ARTICLE IX The Corporation is to have perpetual existence. ARTICLE X The number of directors which will constitute the whole Board of Directors of the Corporation shall be designated in the Bylaws of the Corporation. ARTICLE XI Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books of the Corporation may be kept (subject to any statutory provision) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors in the Bylaws of the Corporation. -2- EX-23.1 3 CONSENT OF DELOITTE & TOUCHE 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference on Form 8-K under the Securities Exchange Act of 1934 of Mentor Graphics Corporation dated February 14, 1996 of our report dated April 28, 1995 on the consolidated balance sheets of Microtec Research, Inc. and subsidiaries as of March 31, 1995 and 1994, and the related statements of operations, stockholders' equity and cash flows for each of the three years in the period ended March 31, 1995, and contained on pages F-29 through F-46 in the Registration Statement No. 33-63733 of Mentor Graphics Corporation on Amendment No. 3 to Form S-4 under the Securities Act of 1933. DELOITTE & TOUCHE LLP San Jose, California February 14, 1996 -----END PRIVACY-ENHANCED MESSAGE-----