-----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, BGeKVIl5O2rFozARVbsQlM/2EP7cZGO7ZPsn6OW90PGTfP7TgYNkiej2L5GRaTgA 90VnzMn9f9qKM8oeN2mOAA== 0000891618-02-002633.txt : 20020530 0000891618-02-002633.hdr.sgml : 20020530 20020530080928 ACCESSION NUMBER: 0000891618-02-002633 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020529 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020530 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: 02665497 BUSINESS ADDRESS: STREET 1: 8005 SW BOECKMAN RD CITY: WILSONVILLE STATE: OR ZIP: 97070-7777 BUSINESS PHONE: 5036857000 8-K 1 f82079e8vk.htm FORM 8-K Mentor Graphics Corp. 8-K for period May 29, 2002
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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): May 29, 2002

MENTOR GRAPHICS CORPORATION

(Exact name of registrant as specified in its charter)
         
Oregon
  
0-13442
 
93-0786033
 
 
(State or other jurisdiction of
Incorporation)
  
(Commission File Number)
 
(I.R.S. Employer Identification
Number)

8005 S.W. Boeckman Road, Wilsonville, Oregon 97070-7777

(Address of principal executive offices) (Zip Code)

(503) 685-7000

(Registrants’ telephone number, including area code)

N/A

(former name or former address, if changed since last report)

 

ITEM 5. Other Events.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

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ITEM 5. Other Events.

     On May 29, 2002, Mentor Graphics Corporation issued a press release which is attached hereto Exhibit 99.1 and is incorporated by reference herein.

ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c)    Exhibits:

     
99.1   Press release issued by Mentor Graphics Corporation on May 29, 2002.

 

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 30, 2002

     
  MENTOR GRAPHICS CORPORATION
              (Registrant)
 
  By: /s/ Gregory K. Hinckley
   
    Gregory K. Hinckley
President and Chief Operating Officer

 

Table of Contents

EXHIBIT INDEX

     
Exhibits    
   
99.1   Press release issued by Mentor Graphics Corporation on May 29, 2002.
 

  EX-99.1 3 f82079exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 [Mentor Graphics Logo] FOR IMMEDIATE RELEASE MENTOR GRAPHICS CORPORATION ANNOUNCES PRICING OF PRIVATE OFFERING OF 6-7/8% CONVERTIBLE SUBORDINATED NOTES DUE 2007 WILSONVILLE, OR - May 29, 2002 - Mentor Graphics Corporation (Nasdaq: MENT) today announced the pricing of a private offering of $150 million aggregate principal amount of its 6-7/8% Convertible Subordinated Notes Due 2007 to be issued pursuant to Rule 144A. The company has granted to the initial purchasers of the Notes an option to purchase up to an additional $22.5 million principal amount of Notes for a period of 30 days from the execution of the purchase agreement. Mentor Graphics intends to use the net proceeds generated from the offering to fund its acquisition of Innoveda, Inc. Any remaining proceeds are expected to be used for general corporate purposes. The Notes will bear interest at a rate of 6-7/8% per annum, payable semi-annually on June 15 and December 15 of each year commencing December 15, 2002. The Notes will be convertible into the company's common stock initially at a conversion price of $23.27 per share. At the initial conversion price, each $1,000 principal amount of Notes will be convertible into approximately 42.97 shares of the company's common stock. The Notes will be redeemable at specified prices declining to 100% of the principal amount plus accrued and unpaid interest at the company's option beginning on June 20, 2005, upon at least 20 days but not more than 60 days notice by mail to holders of Notes. The holders of the Notes will have the ability to require the company to repurchase the Notes in the event that the company undergoes a change of control. In such case, the repurchase price would be 100% of the principal amount of the Notes plus accrued and unpaid interest. The Notes and common stock issuable upon conversion have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This release contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements in this release involve risks and uncertainty that could cause actual results to differ materially from current expectations. CONTACTS For Mentor Graphics Corporation Ryerson Schwark 503/685-1660 or The Abernathy MacGregor Group Chuck Burgess Jason Thompson (212) 371-5999 -----END PRIVACY-ENHANCED MESSAGE-----