-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, NmoG/cZBFNJlEbDlTEP3epj6lGJ75AqhbPX3Xcw2vP6sAoZxbKCQEMXXsJo08ztH PCA+aIjs5l0hYo4jSno56g== 0000893877-94-000015.txt : 19941207 0000893877-94-000015.hdr.sgml : 19941207 ACCESSION NUMBER: 0000893877-94-000015 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19941206 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: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56759 FILM NUMBER: 94563554 BUSINESS ADDRESS: STREET 1: 8005 SW BOECKMAN RD CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5036857000 S-3 1 FORM S-3 As filed with the Securities and Exchange Commission on December 6, 1994. Registration No. 33-_______________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ Form S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 _______________ MENTOR GRAPHICS CORPORATION (Exact name of registrant as specified in charter) _______________ OREGON 93-0786033 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) 8005 SW Boeckman Road Wilsonville, Oregon 97070-7777 (Address of Principal (Zip Code) Executive Offices) _______________ Frank S. Delia Vice President, General Counsel and Secretary 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 W. CHESTLER Stoel Rives Boley Jones & Grey 900 SW Fifth Avenue Portland, Oregon 97204-1268 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration becomes effective If the only securities being registered on this Form are to be offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with a dividend or interest reinvestment plan, check the following box. [X] 2 CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------- Proposed Proposed Amount Maximum Maximum of Amount Offering Aggregate Regis- Title of Securities to Be Price Per Offering tration to Be Registered Registered Share(1) Price(1) Fee - --------------------------------------------------------------------------- Common Stock, without par value 2,442,597 Shares $13.125 $32,059,086 $11,055 _____________________________________________________________________________ (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933. The calculation of the registration fee is based on $13.125 per share, which was the average of the high and low prices of the Common Stock on November 29, 1994 as reported in The Wall Street Journal for NASDAQ National Market Issues.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine. 3 CROSS-REFERENCE SHEET SHOWING LOCATION IN THE PROSPECTUS OF ITEMS OF FORM S-3 Caption or Registration Statement Item and Heading Location in Prospectus - --------------------------------------- ---------------------- 1. Forepart of the Registration Statement and Outside Front Cover Page of Prospectus............ First Page of Prospectus 2. Inside Front and Outside Back Cover Pages of Prospectus........... Available Information 3. Summary Information, Risk Factors and Ratio of Earnings to Fixed Charges........... The Company, Risk Factors 4. Use of Proceeds..................... Not Applicable 5. Determination of Offering Price..... Not Applicable 6. Dilution............................ Not Applicable 7. Selling Security Holders............ Selling Shareholders 8. Plan of Distribution................ Plan of Distribution 9. Description of Securities to be Registered.......................... Not Applicable 10. Interests of Named Experts and Counsel............................. Not Applicable 11. Material Changes.................... Not Applicable 12. Incorporation of Certain Documents by Reference........................ Incorporation of Certain Documents by Reference 13. Disclosure of Commission Position on Indemnification for Securities Act Liabilities.......... Not Applicable PROSPECTUS MENTOR GRAPHICS CORPORATION 2,442,597 Shares of Common Stock (without par value) THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Common Stock of Mentor Graphics Corporation ("the Company") offered hereby (the "Shares") may be sold by certain shareholders of the Company (the "Selling Shareholders"). The Company will not receive any of the proceeds from the offering. The Common Stock of the Company is traded over-the- counter in the NASDAQ National Market System. On ____________, 199__, the closing price for the Common Stock as reported in The Wall Street Journal was $_____ per share. The Shares may be offered or sold from time to time by the Selling Shareholders at market prices then prevailing, in negotiated transactions or otherwise. Brokers or dealers will receive commissions or discounts from Selling Shareholders in amounts to be negotiated immediately prior to the sale. See "PLAN OF DISTRIBUTION." SEE "RISK FACTORS" FOR A DISCUSSION OF CERTAIN RISKS RELATED TO AN INVESTMENT IN THE COMMON STOCK. _______________ No person has been authorized to give any information or to make any representations in connection with this offering other than those contained in this Prospectus. This Prospectus does not constitute an offering in any jurisdiction in which such offering may not lawfully be made. _______________ Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the respective dates as to which information has been given herein. _______________ The date of this Prospectus is _______________, 199__. 2 THE COMPANY Mentor Graphics Corporation (the "Company"), an Oregon corporation organized in 1981, is headquartered in Wilsonville, Oregon. The Company's common stock is traded on the NASDAQ National Market System under the symbol MENT. The Company designs, manufactures, markets and supports electronic design automation (EDA) software for the integrated circuit and systems design markets. The address of the principal executive offices of the Company is 8005 SW Boeckman Road, Wilsonville, Oregon 97070-7777. The Company's telephone number is (503) 685-7000. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 and in accordance therewith files periodic reports and other information with the Securities and Exchange Commission (the "SEC"). Such reports, proxy statements, and other information concerning the Company may be inspected and copies may be obtained at prescribed rates at the offices of the SEC, Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549, as well as at the following regional offices: 7 World Trade Center, 13th Floor, New York, New York 10048; and CitiCorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60621. The Company has filed with the SEC a Registration Statement under the Securities Act of 1933, as amended, with respect to the securities offered pursuant to this Prospectus. For further information, reference is made to the Registration Statement and the exhibits thereto, which are available for inspection at no fee at the public reference section of the SEC at its principal office at Judiciary Plaza, 450 Fifth Street, NW, Washington, D.C. 20549. The Company hereby undertakes to provide without charge to each person to whom a copy of this Prospectus is delivered, upon written or oral request to Frank S. Delia, Vice President, Chief Administrative Officer, General Counsel and Secretary, 8005 SW Boeckman Road, Wilsonville, Oregon 97070- 7777, (503) 685-7000, copies of any and all of the information that has been incorporated by reference into this Prospectus, other than exhibits to such information unless such exhibits are specifically incorporated by reference therein. The information relating to the Company contained in this Prospectus does not purport to be comprehensive and should be read together with the information contained in the documents or portions of documents incorporated by reference into this Prospectus. 3 RISK FACTORS History of Losses; Repeated Restructuring Charges. ------------------------------------------------- In the years ended December 31, 1993, 1992, and 1991, the Company incurred net losses of $32,073,000, $50,861,000, and $61,613,000, respectively, including restructure charges of $24,800,000, $12,900,000, and $27,100,000, respectively. The 1993 restructuring charge related to a restructuring plan approved in December 1993 aimed at reducing operating expenses by streamlining and reorganizing Company operations. The 1992 and 1991 restructuring charges related to restructuring plans aimed at improving the Company's focus on its core businesses of integrated circuit design and electronic systems design. Revenues for the past three years have been negatively impacted by a poor Japanese economy. While difficult to predict, the Company's revenues may continue to be negatively impacted by general weakness in Japan. Although the Company has been profitable in 1994, there can be no assurance as to the Company's ability to avoid future restructuring charges or to achieve sustained profitability. Shift Away From Hardware Sales. The Company ------------------------------ historically has sold complete EDA systems including software provided by the Company and hardware purchased from third party suppliers, principally Hewlett-Packard Company and Sun Microsystems, Inc. During the last three years, the Company has been executing a plan to exit from the hardware business and to sell software only. The majority of the Company's customers now meet their hardware needs by working directly with hardware vendors. Technological Change. The market for the Company's -------------------- products is characterized by rapidly changing technology, evolution of new industry standards and frequent introductions of new products and product enhancements. The Company's success will depend upon its continued ability to enhance its existing products, to introduce new products on a timely and cost-effective basis to meet evolving customer requirements, to achieve market acceptance for new product offerings and to respond to emerging industry standards and other technological changes. There can be no assurance that the Company will be successful in developing new products or enhancing its existing products or that such new or enhanced products will receive market acceptance. Competition. The EDA industry is highly competitive ----------- and has been characterized by rapid technological advances in application software, operating systems and hardware. Some of the Company's competitors and potential competitors may have greater financial and marketing resources than the Company. There can be no assurance that the Company will have the 4 financial resources, marketing, distribution and service capability, depth of key personnel or technological knowledge to compete successfully in the EDA market. Key Personnel. The success of the Company depends on ------------- its ability to attract and retain qualified technical, managerial and marketing personnel. Competition for such personnel is intense in the software industry and there can be no assurance that the Company will be successful in attracting and retaining such personnel. Possible Volatility of Stock Price. The market price ---------------------------------- of the Company's Common Stock may be subject to wide fluctuations in response to quarter-to-quarter variations in operating results, changes in earnings estimates by analysts, announcements of technological innovations or new products by the Company or its competitors, general conditions in the software and computer industries and other events or factors. In addition, the stocks of many technology companies have experienced extreme price and volume fluctuations which have often been unrelated to the companies' operating performance. Such market fluctuations, as well as general economic, political and market conditions, may adversely affect the market price of the Company's Common Stock. SELLING SHAREHOLDERS The Selling Shareholders are all former shareholders of Model Technology Incorporated ("MTI"), who acquired the Shares offered hereby in connection with the merger of Mentor Graphics Acquisition, Inc., a wholly-owned subsidiary of the Company, with and into MTI. All of the Selling Shareholders are now employees of the Company. No Selling Shareholder is an officer of the Company. The following table sets forth certain information provided to the Company by the Selling Shareholders.
Shares of Common Stock beneficially Common Stock Name of Selling owned as of offered by this Shareholder December 1, 1994 Prospectus - --------------- ---------------- ------------- Walter R. Vines 1,089,774 1,089,774 Robert D. Hunter 864,304 864,304 The John T. Montague 490,020 488,519 Revocable Trust ___________________ Includes 1,501 shares beneficially owned by John T. Montague, the trustee and beneficiary of The John T. Montague Revocable Trust, in his individual or other capacities.
5 PLAN OF DISTRIBUTION The Shares may be sold from time to time by the Selling Shareholders, or by pledgees, donees, transferees or other successors in interest. Such sales may be made in the over-the-counter market or otherwise at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions. The Shares may be sold by one or more of the following methods: (a) block trades in which the broker or dealer so engaged will attempt to sell the Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (b) purchases by a broker or dealer as principal, in a market maker capacity or otherwise, and resale by such broker or dealer for its account pursuant to this Prospectus; and (c) ordinary brokerage transactions and transactions in which the broker solicits purchasers. In effecting sales, brokers or dealers engaged by the Selling Shareholders may arrange for other brokers or dealers to participate. Brokers or dealers will receive commissions or discounts from the Selling Shareholders in amounts to be negotiated immediately prior to the sale. The Selling Shareholders, such brokers or dealers, and any other participating brokers or dealers may be deemed to be "underwriters" within the meaning of the Securities Act of 1933 (the "Act") in connection with such sales. In addition, any securities covered by this Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus. Upon the Company being notified by a Selling Shareholder that any material arrangement has been entered into with a broker or dealer for the sale of Shares through a block trade or any other purchase by a broker or dealer as principal, other than a purchase as a market maker in an ordinary trading transaction, a supplemented prospectus will be filed, if required, pursuant to Rule 424 under the Act, disclosing (i) the name of such Selling Shareholder and of the participating brokers or dealers, (ii) the number of Shares involved, (iii) the price at which such Shares will be sold, (iv) the commission paid or discounts or concessions allowed to such brokers or dealers, where applicable, (v) that such brokers or dealers did not conduct any investigation to verify the information set out or incorporated by reference in this Prospectus, and (vi) other facts material to the transaction. 6 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed with the Commission are incorporated herein by reference: 1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993, Commission File No. 0-13442. 2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 1994, June 30, 1994, and September 30, 1994. 3. The description of the Common Stock contained in the Company's Registration Statement on Form 8-A filed with the Securities and Exchange Commission under section 12 of the Securities Exchange Act of 1934, as amended. All reports and other documents subsequently filed by the Company pursuant to sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offering 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. EXPERTS The consolidated financial statements and schedules of Mentor Graphics Corporation as of December 31, 1993 and 1992, and for each of the years in the three-year period ended December 31, 1993, have been incorporated by reference herein and included or incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 1993, in reliance upon the reports of KPMG Peat Marwick, independent certified public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. To the extent that KPMG Peat Marwick audits and reports on financial statements of Mentor Graphics Corporation issued at future dates, and consents to the use of their reports thereon, such financial statements also will be incorporated by reference herein in reliance upon their reports and said authority. II-1 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. ------------------------------------------- All expenses in connection with the issuance and distribution of the securities being registered will be paid by the Company. The following is an itemized statement of these expenses: Registration fee........................ $11,055 Legal fees.............................. 1,500* Accounting Fees......................... 500* Miscellaneous........................... 100* ------ Total.............................. $13,155* ====== ____________________ *Estimated Item 15. 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 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, 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 II-2 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 the 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 proceeding in advance of its final disposition if the director or officer affirms in good faith the 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 II-3 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 16. Exhibits. -------- 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. 5. Opinion of Counsel. 23. Consent of Accountants. 24. Powers of Attorney. Item 17. 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. II-4 (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. (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. II-5 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-3 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 December 5, 1994. MENTOR GRAPHICS CORPORATION By /s/ FRANK S. DELIA --------------------------------- Frank S. Delia Vice President, Chief Administrative Officer II-6 Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on this 5th day of December, 1994. Signature Title --------- ----- (1) Principal Executive Officer: *WALDEN C. RHINES President, - ----------------------------------- Chief Executive Officer, Walden C. Rhines and Director (2) Principal Financial Officer: *R. DOUGLAS NORBY Senior Vice President - ----------------------------------- and Chief Financial R. Douglas Norby Officer (3) Principal Accounting Officer: *JAMES J. LUTTENBACHER Corporate Controller - ---------------------------------- and Chief Accounting James J. Luttenbacher Officer (4) Directors: __________________________________ Director Marsha B. Congdon *JAMES R. FIEBIGER Director - ---------------------------------- James R. Fiebiger *DAVID R. HATHAWAY Director - ---------------------------------- David R. Hathaway *FONTAINE K. RICHARDSON Director - ---------------------------------- Fontaine K. Richardson *JON A. SHIRLEY Director - ---------------------------------- Jon A. Shirley __________________________________ Director David N. Strohm *By /s/ FRANK S. DELIA - ---------------------------------- Frank S. Delia, Attorney-in-Fact EXHIBIT INDEX Sequential Exhibit Page Number Document Description Number - ------ -------------------- -------- 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. 5. Opinion of Counsel. 23. Consent of Accountants. 24. Powers of Attorney. EX-4.B 2 BYLAWS OF THE COMPANY EXHIBIT 4B BYLAWS OF MENTOR GRAPHICS CORPORATION ARTICLE I SHAREHOLDERS 1.1 Annual Meeting. The annual meeting of the shareholders -------------- shall be held on the third Wednesday in the month of May in each year at the hour of 3:00 p.m., for the purpose of electing directors and transacting such other business as may come before the meeting. If the day fixed for the annual meeting is a legal holiday, the meeting shall be held on the next succeeding Friday. 1.2 Failure to Hold Annual Meeting. If the annual meeting is ------------------------------ not held at the designated time, the President or the Board of Directors may call the annual meeting at a time fixed by the calling party not more than 60 days after the designated time by proper notice designating the meeting as the annual meeting. If the annual meeting is not held at the designated time or during the 60-day period thereafter, the annual meeting may be called by the holders of not less than one-tenth of all the shares entitled to vote at the meeting. In such event, notice shall be given not more than 15 days after the expiration of such 60-day period. The notice shall fix the time of the meeting at the earliest date permissible under the applicable notice requirements. 1.3 Special Meetings. Special meetings of the shareholders ---------------- may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than one-tenth of all the outstanding shares of the corporation entitled to vote at the meeting. 1.4 Place of Meetings. Meetings of the shareholders shall be ----------------- held at the principal business office of the corporation or at such other place as may be determined by the Board of Directors. 1.5 Notice of Meetings. Written or printed notice stating the ------------------ place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be mailed to each shareholder entitled to vote at the meeting at the shareholder's address as it appears on the stock transfer records of the corporation, with postage thereon prepaid, not less than 10 nor more than 60 days before the date of the meeting, by or at the direction of the President, the Secretary or the officer or persons calling the meeting. 1.6 Waiver of Notice. Whenever any notice is required to be ---------------- given to any shareholder of the corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 1.7 Record Date. ----------- (a) The Board of Directors may fix a record date for the purpose of determining shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote or to take any other action, which date shall not be more than 70 days before the meeting or action requiring a determination of shareholders. 2 (b) If no record date is fixed for the determination of shareholders entitled to notice of and to vote at a shareholders' meeting, the record date shall be the close of business on the day before the first notice is delivered to shareholders. (c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the Board of Directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. 1.8 Voting Records. The officer or agent having charge of the -------------- stock transfer books for shares of the corporation shall make, at least 10 days before each meeting of shareholders, a complete record of the shareholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which record, for a period of 10 days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such record shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original stock transfer book shall be prima facie evidence as to who are the shareholders entitled to examine such record or transfer books or to vote at any meeting of shareholders. Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting. 1.9 Quorum. A majority of the outstanding shares of the ------ corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum is present at a meeting, a majority may adjourn the meeting from time to time to a different time and place without further notice. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally held. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. 1.10 Manner of Acting. Unless otherwise required by law or the ---------------- articles of incorporation, any question submitted to the shareholders shall be approved if the number of shares voted in favor of such question exceeds the number of shares voted in opposition. Any action which is required or permitted to be taken by the shareholders at a meeting may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all of the shareholders entitled to vote on the matter. The action shall be effective on the date when the last signature is placed on the consent or at such earlier time as is set forth therein. Such consent, which shall have the same effect as a unanimous vote of the shareholders, shall be filed with the minutes of the corporation. 1.11 Proxies. At all meetings of shareholders, a shareholder ------- may vote by proxy executed in writing by the shareholder or by a duly authorized attorney in fact. The proxy shall be filed with the Secretary of the corporation before or at the time of the meeting. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy. 1.12 Voting of Shares by Certain Holders. ----------------------------------- (a) Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. 3 (b) Shares held by an administrator, executor, guardian or conservator may be voted by the holder, either in person or by proxy, without a transfer of such shares into the holder's name. Shares standing in the name of a trustee may be voted by that trustee, either in person or by proxy, but no trustee shall be entitled to vote shares without a transfer of such shares into the trustee's name. (c) Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into the receiver's name if authority to do so is contained in an appropriate order of the court by which such receiver was appointed. (d) A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. (e) Neither treasury shares, nor shares of its own stock held by the corporation in a fiduciary capacity, nor shares held by another corporation if a majority of the shares entitled to vote for the election of directors of such other corporation is held by the corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time. 1.13 Acquisition of Control Shares. As provided in Section 10, ----------------------------- Chapter 820, Oregon Laws 1987 and to the fullest extent permitted by that section, the corporation shall be authorized to require a holder of control shares to sell the control shares to the corporation for fair value. The term "control shares" shall have the same meaning as that term has in Chapter 820, Oregon Laws 1987. The procedures for acquisition of control shares pursuant to this section shall be that the Board of Directors shall determine the fair value of the control shares and shall give notice to the holder of the control shares of the fair value and the time at which payment for the control shares will be available. The corporation will then make payment for the control shares against delivery of the shares. ARTICLE II BOARD OF DIRECTORS 2.1 General Powers. The business and affairs of the -------------- corporation shall be managed by its Board of Directors. 2.2 Number, Tenure and Qualification. The number of directors -------------------------------- of the corporation shall be set by resolution of the Board or action of the company's shareholders, and the number of directors shall be not less than 5 or more than 9. The directors shall hold office until the next annual meeting of shareholders and until their successors shall have been elected and qualified. Directors need not be residents of the State of Oregon or shareholders of the corporation. The number of directors may be increased or decreased from time to time by resolution or by amendment to the bylaws, but no decrease shall have the effect of shortening the term of any incumbent director. 2.3 Regular Meetings. A regular meeting of the Board of ---------------- Directors shall be held without other notice than this bylaw immediately after, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Oregon, for the holding of additional regular meetings without other notice than the resolution. 4 2.4 Special Meetings. Special meetings of the Board of ---------------- Directors may be called by or at the request of the President or by one-third of the directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the State of Oregon, as the place for holding any special meeting of the Board of Directors called by them. 2.5 Notice. Written notice of any special meeting of the ------ Board of Directors shall be given at least 10 days prior to the meeting by personal delivery, by mail or by telegram. If mailed, notice shall be deemed to be given when deposited in the United States mails addressed to the director at the director's business address, with postage thereon prepaid. If by telegram, notice shall be deemed to be given when the telegram is delivered to the telegraph company. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting. 2.6 Waiver of Notice. Whenever any notice is required to be ---------------- given to any director of the corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. 2.7 Quorum. A majority of the number of directors fixed by ------ Section 2.2 of this Article II shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. 2.8 Chairman; Manner of Acting. -------------------------- (a) The Board of Directors shall appoint a chairman from among the members of the Board who shall preside at all meetings of the Board. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a different number is provided by law, the articles of incorporation or these bylaws. (b) Members of the Board of Directors may hold a board meeting by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at the meeting. (c) Any action which is required or permitted to be taken by the directors at a meeting may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all of the directors entitled to vote on the matter. The action shall be effective on the date when the last signature is placed on the consent or at such earlier time as is set forth therein. Such consent, which shall have the same effect as a unanimous vote of the directors, shall be filed with the minutes of the corporation. 2.9 Vacancies. Except as hereinafter provided, any vacancy --------- occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, or by a sole remaining director. Any directorship to be filled by reason of any increase in the number of directors of the corporation fixed by the bylaws may be filled by the affirmative vote of a majority of the number of directors fixed by the bylaws prior to such increase; provided that not more than two such directorships may be filled by the directors during any one period between annual meetings of the shareholders of the 5 corporation. Any such directorship not so filled by the directors shall be filled by election at the next annual meeting of shareholders or at a special meeting of shareholders called for that purpose. A director elected to fill a vacancy shall be elected to serve until the next annual meeting of shareholders and until a successor shall be elected and qualified. 2.10 Compensation. By resolution of the Board of Directors, ------------ the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. 2.11 Presumption of Assent. A director of the corporation who --------------------- is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless the director's dissent to the action is entered in the minutes of the meeting or unless a written dissent to the action is filed with the person acting as the secretary of the meeting before the adjournment thereof or forwarded by certified or registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of the action. 2.12 Transactions with Directors. --------------------------- (a) Any contract or other transaction or determination between the corporation and one or more of its directors, or between the corporation and another party in which one or more of its directors are interested, shall be valid notwithstanding the relationship or interest or the presence or participation of such director or directors in a meeting of the Board of Directors or a committee thereof which acts upon or in reference to such contract, transaction, or determination, if: the fact of such relationship or interest is disclosed or known to the Board of Directors or committee and it authorizes, approves or ratifies the contract, transaction or determination by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or the fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify such contract, transaction or determination by vote or written consent; or the contract, transaction or determination is fair and reasonable to the corporation. (b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or committee which authorizes or ratifies such contract, transaction or determination. The interested directors shall not be disqualified from voting as shareholders for ratification or approval of such contract, transaction or determination. (c) None of the provisions of this section shall invalidate any contract, transaction or determination which would otherwise be valid under applicable law. 2.13 Removal. All or any number of the directors may be ------- removed, with or without cause, at a meeting called expressly for that purpose, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. ARTICLE III EXECUTIVE COMMITTEE 3.1 Designation. The Board of Directors may designate two or ----------- more directors to constitute an executive committee. The designation of an executive committee, and the delegation of authority to it, shall not operate to relieve the Board of Directors, or any member thereof, of any 6 responsibility imposed by law. No member of the executive committee shall continue to be a member thereof after ceasing to be a director of the corporation. The Board of Directors shall have the power at any time to increase or decrease the number of members of the executive committee, to fill vacancies thereon, to change any member thereof and to change the functions or terminate the existence thereof. 3.2 Powers. During the interval between meetings of the Board ------ of Directors, and subject to such limitations as may be imposed by resolution of the Board of Directors, the executive committee may have and may exercise all the authority of the Board of Directors in the management of the corporation, provided that the executive committee shall not have the authority of the Board of Directors in reference to amending the articles of incorporation; adopting a plan of merger or consolidation; recommending to the shareholders the sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all the property and assets of the corporation otherwise than in the usual regular course of its business; recommending to the shareholders a voluntary dissolution of the corporation or a revocation thereof; or amending the bylaws of the corporation. 3.3 Procedures; Meetings; Quorum. ---------------------------- (a) The Board of Directors shall appoint a chairman from among the members of the executive committee and shall appoint a secretary who may, but need not, be a member of the executive committee. The chairman shall preside at all meetings of the executive committee and the secretary of the executive committee shall keep a record of its acts and proceedings. (b) Regular meetings of the executive committee, of which no notice shall be necessary, shall be held on such days and at such places as shall be fixed by resolution adopted by the executive committee. Special meetings of the executive committee shall be called at the request of the President or of any member of the executive committee, and shall be held upon such notice as is required by these bylaws for special meetings of the Board of Directors, provided that notice by word of mouth or telephone shall be sufficient if received in the city where the meeting is to be held not later than the day immediately preceding the day of the meeting. (c) Attendance of any member of the executive committee at a meeting shall constitute a waiver of notice of the meeting. A majority of the executive committee, from time to time, shall be necessary to constitute a quorum for the transaction of any business, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the executive committee. Members of the executive committee may hold a meeting of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in such a meeting shall constitute presence in person at the meeting. (d) Any action which may be taken at a meeting of the executive committee may be taken without a meeting if a consent in writing setting forth the actions so taken shall be signed by all members of the executive committee entitled to vote with respect to the subject matter thereof. The action shall be effective on the date when the last signature is placed on the consent or at such earlier time as is set forth therein. The consent shall have the same effect as a unanimous vote of the executive committee. (e) The Board of Directors may vote to pay the members of the executive committee a reasonable fee as compensation for attendance at meetings of the executive committee. 7 ARTICLE IV OFFICERS 4.1 Number. The officers of the corporation shall be a ------ President and Chief Executive Officer, one or more Senior Vice Presidents, one or more Vice Presidents, a Secretary, and a Treasurer. Such other officers and assistant officers as may be deemed necessary may be appointed by the Board of Directors and shall have such powers and duties as may be prescribed by the Board of Directors. Any two or more offices may be held by the same person. 4.2 Election and Term of Office. The officers of the -------------------------- corporation shall be appointed annually by the Board of Directors at the first meeting of the Board of Directors held after the annual meeting of the shareholders. If the appointment of officers shall not be held at the meeting, it shall be held as soon thereafter as is convenient. Each officer shall hold office until a successor shall have been duly appointed and shall have qualified or until the officer's death, resignation or removal in the manner hereinafter provided. 4.3 Removal. Any officer or agent appointed by the Board of ------- Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby, but removal shall be without prejudice to the contract rights, if any, of the person so removed. Appointment of an officer or agent shall not of itself create contract rights. 4.4 Vacancies. A vacancy in any office because of death, --------- resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. 4.5 President and Chief Executive Officer. The President and ------------------------------------- Chief Executive Officer (herein referred to as the "President") shall be the chief executive officer of the corporation and shall be in general charge of its business and affairs, subject to the control of the Board of Directors. The President shall preside at all meetings of the shareholders. The President may execute on behalf of the corporation all contracts, agreements, stock certificates and other instruments, including all contracts, agreements and instruments calling for the signature of the president of the corporation. The President shall from time to time report to the Board of Directors all matters within the President's knowledge affecting the corporation which should be brought to the attention of the Board. The President may vote all shares of stock in other corporations owned by the corporation and shall be empowered to execute proxies, waivers of notice, consents and other instruments in the name of the corporation with respect to such stock. The President shall perform such other duties as may be required by the Board of Directors. 4.6 Senior Vice President. In the absence of the President, --------------------- or in the event of the President's death, inability or refusal to act, the Senior Vice President (or, if there is more than one Senior Vice President, the Senior Vice Presidents, in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties of the President, and when so acting, shall have all of the powers of and be subject to all restrictions upon the President. The Senior Vice Presidents may vote all shares of stock in other corporations owned by the corporation and shall be empowered to execute proxies, waivers of notice, consents and other instruments in the name of the corporation with respect to such stock. The Senior Vice Presidents shall perform such other duties as may be assigned from time to time by the President or by the Board of Directors. 4.7 Vice Presidents. In the absence of the Senior Vice --------------- President or in the event of the death, inability or refusal to act of the Senior Vice President, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated at the time of their 8 appointment, or in the absence of any designation, then in the order of their appointment) shall perform the duties of the President, and when so acting shall have all of the powers of, and be subject to all the restrictions upon, the President. Any Vice President shall perform such other duties as may be assigned from time to time by the President or the Board of Directors. 4.8 Secretary. The Secretary shall keep the minutes of all --------- meetings of the directors and shareholders, and shall have custody of the minute books and other records pertaining to the corporate business. The Secretary may vote all shares of stock in other corporations owned by the corporation and shall be empowered to execute proxies, waivers of notice, consents and other instruments in the name of the corporation with respect to such stock. The Secretary shall countersign all stock certificates and other instruments requiring the seal of the corporation and shall perform such other duties as may be required by the Board of Directors. In the absence of the Secretary, an Assistant Secretary may perform the duties of the Secretary. 4.9 Treasurer. Subject to the direction and control of the --------- Senior Vice President and Chief Financial Officer, the Treasurer shall be legal custodian of all moneys, notes, securities and other valuables that may come into the possession of the corporation. The Treasurer shall deposit all funds of the corporation which come into the Treasurer's hands in depositories which the Board of Directors may designate. The Treasurer shall pay the funds out only on the check of the corporation signed in the manner authorized by the Board of Directors. The Treasurer shall perform such other duties as the Senior Vice President and Chief Financial Officer may require. In the absence of the Treasurer, an Assistant Treasurer may perform the duties of the Treasurer. 4.10 Salaries. The salaries of officers shall be fixed from -------- time to time by the Board of Directors and no officer shall be prevented from receiving such salary because the officer is also a director of the corporation. ARTICLE V INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND OTHER AGENTS 5.1 Directors and Officers. The corporation shall indemnify ---------------------- its directors and officers to the fullest extent permitted by the Oregon Business Corporation Act (Act), as the same exists or may hereafter be amended (but, in the case of alleged occurrences of actions or omissions preceding any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than the Act permitted the corporation to provide prior to such amendment). 5.2 Employees and Other Agents. The corporation shall have ------------------------- power to indemnify its employees and other agents as set forth in the Act. 5.3 No Presumption of Bad Faith. The termination of any --------------------------- proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal proceeding, that the person had reasonable cause to believe that the conduct was unlawful. 5.4 Advances of Expenses. The expenses incurred by a director -------------------- or officer in any proceeding shall be paid by the corporation in advance at the written request of the director or officer, if the director or officer: 9 (a) furnishes the corporation a written affirmation of such person's good faith belief that such person is entitled to be indemnified by the corporation; and (b) furnishes the corporation a written undertaking to repay such advance to the extent that it is ultimately determined by a court that such person is not entitled to be indemnified by the corporation. Such advances shall be made without regard to the person's ability to repay such expenses and without regard to the person's ultimate entitlement to indemnification under this bylaw or otherwise. 5.5 Enforcement. Without the necessity of entering into an ----------- express contract, all rights to indemnification and advances under this bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contract between the corporation and the director or officer who serves in such capacity at any time while this bylaw and relevant provisions of the Act and other applicable law, if any, are in effect. Any right to indemnification or advances granted by this bylaw to a director or officer shall be enforceable by or on behalf of the person holding such right in any court of competent jurisdiction if (a) the claim for indemnification or advances is denied, in whole or in part, or (b) no disposition of such claim is made within ninety (90) days of request therefor. The claimant in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting a claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in connection with any proceeding in advance of its final disposition when the required affirmation and undertaking have been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Act for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because the claimant has met the applicable standard of conduct set forth in the Act, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct. 5.6 Non-Exclusivity of Rights. The rights conferred on any ------------------------- person by this bylaw shall not be exclusive of any other right which such person may have or hereafter acquire under any statute, provision of the Articles of Incorporation, bylaws, agreement, vote of shareholders or disinterested Directors or otherwise, both as to action in the person's official capacity and as to action in another capacity while holding office. The corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification and advances, to the fullest extent permitted by the law. 5.7 Survival of Rights. The rights conferred on any person by ------------------ this bylaw shall continue as to a person who has ceased to be a director, officer, employee or other agent and shall inure to the benefit of the heirs, executors and administrators of such a person. 5.8 Insurance. To the fullest extent permitted by the Act, --------- the corporation, upon approval by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this bylaw. 5.9 Amendments. Any repeal of this bylaw shall only be ---------- prospective and no repeal or modification hereof shall adversely affect the rights under this bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against any agent of the corporation. 10 5.10 Savings Clause. If this bylaw or any portion hereof shall -------------- be invalidated on any ground by any court of competent jurisdiction, the corporation shall indemnify each director, officer or other agent to the fullest extent permitted by any applicable portion of this bylaw that shall not have been invalidated, or by any other applicable law. 5.11 Certain Definitions. For the purposes of this bylaw, the ------------------- following definitions shall apply: (a) The term "proceeding" shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution, defense, settlement and appeal of any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative. (b) The term "expenses" shall be broadly construed and shall include, without limitation, expense of investigations, judicial or administrative proceedings or appeals, attorneys fees and disbursements and any expenses of establishing a right to indemnification under Section 5.5 of this bylaw, but shall not include amounts paid in settlement, judgments or fines. (c) The term "corporation" shall include, in addition to the resulting or surviving corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this bylaw with respect to the resulting or surviving corporation as the person would have with respect to such constituent corporation if its separate existence had continued. (d) References to a "director," "officer," "employee," or "agent" of the corporation shall include, without limitation, situations where such person is serving at the request of the corporation as a director, officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise. (e) References to "other enterprises" shall include employee benefit plans; references to "fines" in the Act shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner the person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this bylaw. ARTICLE VI CERTIFICATES FOR SHARES AND THEIR TRANSFER 6.1 Certificates for Shares. ----------------------- (a) Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors. Such certificates shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary and may be sealed with the seal 11 of the corporation or a facsimile thereof. All certificates for shares shall be consecutively numbered or otherwise identified. (b) The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the corporation. All certificates surrendered to the corporation for transfer shall be cancelled and no new certificate shall he issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Board of Directors may prescribe. 6.2 Transfer of Shares. Transfer of shares of the corporation ------------------ shall be made only on the stock transfer books of the corporation by the holder of record thereof or by the holder's legal representative, who shall furnish proper evidence of authority to transfer, or by the holder's attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the corporation. The person in whose name shares stand on the books of the corporation shall he deemed by the corporation to be the owner thereof for all purposes. 6.3 Transfer Agent and Registrar. The Board of Directors may ---------------------------- from time to time appoint one or more Transfer Agents and one or more Registrars for the shares of the corporation, with such powers and duties as the Board of Directors shall determine by resolution. The signatures of the President or Vice President and the Secretary or Assistant Secretary upon a certificate may be facsimiles if the certificate is manually signed on behalf of a Transfer Agent or by a Registrar other than the corporation itself or an employee of the corporation. 6.4 Officer Ceasing to Act. In case any officer who has ---------------------- signed or whose facsimile signature has been placed upon a stock certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the corporation with the same effect as if the signer were such officer at the date of its issuance. 6.5 Fractional Shares. The corporation shall not issue ----------------- certificates for fractional shares. ARTICLE VII CONTRACTS, LOANS, CHECKS AND OTHER INSTRUMENTS 7.1 Contracts. The Board of Directors may authorize any --------- officer or officers and agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. 7.2 Loans. No loans shall he contracted on behalf of the ----- corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances. 7.3 Checks, Drafts, etc. All checks, drafts or other orders -------------------- for the payment of money and notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers and agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. 12 ARTICLE VIII SEAL The seal of the corporation shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words "Corporate Seal." ARTICLE IX AMENDMENTS These bylaws may be altered, amended or repealed and new bylaws may be adopted by the Board of Directors at any regular or special meeting, subject to repeal or change by action of the shareholders of the corporation. EX-5 3 OPINION OF COUNSEL EXHIBIT 5 December 5, 1994 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-3 (the "Registration Statement") under the Securities Act of 1933, as amended, covering the resale of 2,442,597 shares of Common Stock, without par value (the "Shares"), of the Company by the holders thereof (the "Selling Shareholders"). The Shares were issued to the Selling Shareholders pursuant to the Plan and Agreement of Merger between the Company, Mentor Graphics Acquisition, Inc. and Model Technology Incorporated, dated November 28, 1994. 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; 2. The Shares have been duly authorized and are 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, /s/ FRANK S. DELIA Frank S. Delia EX-23 4 CONSENT OF ACCOUNTANTS EXHIBIT 23 Consent of Independent Certified Public Accountants We consent to incorporation by reference herein of our reports dated February 1, 1994, relating to the consolidated balance sheets of Mentor Graphics Corporation and subsidiaries as of December 31, 1993 and 1992, and the related consolidated statements of operations, stockholders' equity, and cash flows and related schedules for each of the years in the three-year period ended December 31, 1993, which reports appear or are incorporated by reference in the December 31, 1993 annual report on Form 10-K of Mentor Graphics Corporation, and to reference to our firm under the heading "Experts" in the prospectus. Our reports refer to a change in the method of accounting for income taxes. KPMG PEAT MARWICK LLP Portland, Oregon December 5, 1994 EX-24 5 POWERS OF ATTORNEYS EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of MENTOR GRAPHICS CORPORATION does hereby constitute and appoint WALDEN C. RHINES and FRANK S. DELIA, his true and lawful attorneys and agents to do any and all acts and things and execute in his name (whether on behalf of Mentor Graphics Corporation or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Mentor Graphics Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of Mentor Graphics Corporation issued pursuant to the Plan and Agreement of Merger between Mentor Graphics Corporation, Mentor Graphics Acquisition, Inc. and Model Technology Incorporated, dated November 28, 1994, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of Mentor Graphics Corporation or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-3 and any amendment (including post-effective amendments) or application for amendment thereof 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 does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. DATED: December 1, 1994. /s/ WALDEN C. RHINES ------------------------------- Signature Walden C. Rhines EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of MENTOR GRAPHICS CORPORATION does hereby constitute and appoint WALDEN C. RHINES and FRANK S. DELIA, his true and lawful attorneys and agents to do any and all acts and things and execute in his name (whether on behalf of Mentor Graphics Corporation or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Mentor Graphics Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of Mentor Graphics Corporation issued pursuant to the Plan and Agreement of Merger between Mentor Graphics Corporation, Mentor Graphics Acquisition, Inc. and Model Technology Incorporated, dated November 28, 1994, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of Mentor Graphics Corporation or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-3 and any amendment (including post-effective amendments) or application for amendment thereof 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 does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. DATED: December 5, 1994. /s/ R. DOUGLAS NORBY ------------------------------- Signature R. Douglas Norby EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of MENTOR GRAPHICS CORPORATION does hereby constitute and appoint WALDEN C. RHINES and FRANK S. DELIA, his true and lawful attorneys and agents to do any and all acts and things and execute in his name (whether on behalf of Mentor Graphics Corporation or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Mentor Graphics Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of Mentor Graphics Corporation issued pursuant to the Plan and Agreement of Merger between Mentor Graphics Corporation, Mentor Graphics Acquisition, Inc. and Model Technology Incorporated, dated November 28, 1994, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of Mentor Graphics Corporation or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-3 and any amendment (including post-effective amendments) or application for amendment thereof 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 does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. DATED: December 5, 1994. /s/ JAMES J. LUTTENBACHER ------------------------------- Signature James J. Luttenbacher EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of MENTOR GRAPHICS CORPORATION does hereby constitute and appoint WALDEN C. RHINES and FRANK S. DELIA, his true and lawful attorneys and agents to do any and all acts and things and execute in his name (whether on behalf of Mentor Graphics Corporation or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Mentor Graphics Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of Mentor Graphics Corporation issued pursuant to the Plan and Agreement of Merger between Mentor Graphics Corporation, Mentor Graphics Acquisition, Inc. and Model Technology Incorporated, dated November 28, 1994, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of Mentor Graphics Corporation or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-3 and any amendment (including post-effective amendments) or application for amendment thereof 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 does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. DATED: December 2, 1994. /s/ JAMES R. FIEBIGER ---------------------------------- Signature James R. Fiebiger EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of MENTOR GRAPHICS CORPORATION does hereby constitute and appoint WALDEN C. RHINES and FRANK S. DELIA, his true and lawful attorneys and agents to do any and all acts and things and execute in his name (whether on behalf of Mentor Graphics Corporation or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Mentor Graphics Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of Mentor Graphics Corporation issued pursuant to the Plan and Agreement of Merger between Mentor Graphics Corporation, Mentor Graphics Acquisition, Inc. and Model Technology Incorporated, dated November 28, 1994, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of Mentor Graphics Corporation or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-3 and any amendment (including post-effective amendments) or application for amendment thereof 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 does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. DATED: December 2, 1994. /s/ DAVID R. HATHAWAY ------------------------------- Signature David R. Hathaway EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of MENTOR GRAPHICS CORPORATION does hereby constitute and appoint WALDEN C. RHINES and FRANK S. DELIA, his true and lawful attorneys and agents to do any and all acts and things and execute in his name (whether on behalf of Mentor Graphics Corporation or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Mentor Graphics Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of Mentor Graphics Corporation issued pursuant to the Plan and Agreement of Merger between Mentor Graphics Corporation, Mentor Graphics Acquisition, Inc. and Model Technology Incorporated, dated November 28, 1994, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of Mentor Graphics Corporation or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-3 and any amendment (including post-effective amendments) or application for amendment thereof 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 does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. DATED: December 2, 1994. /s/ FONTAINE K. RICHARDSON ------------------------------- Signature Fontaine K. Richardson EXHIBIT 24 POWER OF ATTORNEY ----------------- KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or director of MENTOR GRAPHICS CORPORATION does hereby constitute and appoint WALDEN C. RHINES and FRANK S. DELIA, his true and lawful attorneys and agents to do any and all acts and things and execute in his name (whether on behalf of Mentor Graphics Corporation or as an officer or director of said Company, or otherwise) any and all instruments which said attorney and agent may deem necessary or advisable in order to enable Mentor Graphics Corporation to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration under the Securities Act of 1933, as amended, of shares of Common Stock of Mentor Graphics Corporation issued pursuant to the Plan and Agreement of Merger between Mentor Graphics Corporation, Mentor Graphics Acquisition, Inc. and Model Technology Incorporated, dated November 28, 1994, including specifically, but without limitation thereto, power and authority to sign his name (whether on behalf of Mentor Graphics Corporation or as an officer or director of said Company, or otherwise) to a Registration Statement on Form S-3 and any amendment (including post-effective amendments) or application for amendment thereof 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 does hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof. DATED: December 2, 1994. /s/ JON A. SHIRLEY ------------------------------- Signature Jon A. Shirley -----END PRIVACY-ENHANCED MESSAGE-----