-----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, QEnd8r5utFOxuKcWd0D+XehQw70b4iFZrRcgCuw6/Wgj0DlPSuut7nRW0ZmlLsbM 27dUUBgKbcH0zxLnrfChjQ== 0000893877-94-000025.txt : 19950103 0000893877-94-000025.hdr.sgml : 19950103 ACCESSION NUMBER: 0000893877-94-000025 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19941230 EFFECTIVENESS DATE: 19950118 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-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57151 FILM NUMBER: 94567298 BUSINESS ADDRESS: STREET 1: 8005 SW BOECKMAN RD CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5036857000 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on December 30, 1994 Registration No. 33-_________ _______________________________________________________________ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MENTOR GRAPHICS CORPORATION (Exact name of issuer as specified in charter) ___________________ Oregon 93-0786033 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 8005 SW Boeckman Road Wilsonville, Oregon 97070-7777 (Address of principal executive offices) (Zip Code) Mentor Graphics Corporation 1987 Non-Employee Directors' Stock Option Plan (Full title of the plan) _______________________ FRANK S. DELIA Vice President, Chief Administrative Officer Mentor Graphics Corporation 8005 SW Boeckman Road Wilsonville, Oregon 97070-7777 (Name and address of agent for service) Telephone number, including area code, of agent for service: (503) 685-7000 ___________________ Copy to: STUART CHESTLER Stoel Rives Boley Jones & Grey 900 SW Fifth Avenue Portland, Oregon 97204-1268 ___________________ 2 CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------- Proposed Proposed Amount Title of Maximum Maximum of Securities Amount Offering Aggregate Regis- to Be to Be Price Per Offering tration Registered Registered Share (1) Price(1) Fee - --------------------------------------------------------------------------- Common Stock, without par value 500,000 Shares $14.1875 $7,093,750 $2,446 - --------------------------------------------------------------------------- (1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act of 1933. The calculation of the registration fee is based on $14.1875, which was the average of the high and low prices of the Common Stock on December 22, 1994 as reported in The Wall Street Journal for NASDAQ National Market Issues.
II-1 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents By Reference. --------------------------------------- The following documents filed by Mentor Graphics Corporation (the "Company") with the Securities and Exchange Commission are incorporated herein by reference: (a) The Company's latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933 that contains audited financial statements for the Company's latest fiscal year for which such statements have been filed. (b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year covered by the annual report or prospectus referred to in (a) above. (c) The description of the authorized capital stock of the Company contained in the Company's registration statement filed under section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating the description. All reports and other documents subsequently filed by the Company pursuant to sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such reports and documents. Item 4. Description of Securities. ------------------------- Not Applicable. Item 5. Interests of Named Experts and Counsel. -------------------------------------- Not Applicable. Item 6. Indemnification of Directors and Officers. ----------------------------------------- Article V of the Company's Bylaws indemnifies directors and officers to the fullest extent permitted by the II-2 Oregon Business Corporation Act (Act). The effects of Article V are summarized as follows: (a) The Article grants a right of indemnification in respect of any action, suit, or proceeding (other than an action by or in the right of the Company) against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred, if the persons concerned acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, was not adjudged liable on the basis of receipt of an improper personal benefit and, with respect to any criminal action or proceeding had no reasonable cause to believe the conduct was unlawful. The termination of an action, suit or proceeding by judgment, order, settlement, conviction, or plea of nolo contendere does not, of itself, create a presumption that the person did not meet the required standards of conduct. (b) The Article grants a right of indemnification in respect of any action or suit by or in the right of the Company against the expenses (including attorneys' fees) actually and reasonably incurred if the person concerned acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the Company, except that no right of indemnification will be granted if the person is adjudged to be liable to the Company. (c) Every person who has been wholly successful on the merits of a controversy described in (a) or (b) above is entitled to indemnification as a matter of right. (d) The Company is required to promptly indemnify a director or officer unless it is determined by a majority of disinterested directors or by independent counsel that the person's actions did not meet the relevant standard for indemnification. If the disinterested directors or independent counsel determine that indemnification is not required, the person seeking indemnification may petition a court for an independent determination. In any court action, the 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 II-3 such action or create a presumption that the person is not entitled to indemnification. (e) The Company will advance to a director or officer the expenses incurred in defending any action, suit or proceeding in advance of its final disposition if the director or officer affirms in good faith that he or she is entitled to indemnification and undertakes to repay any amount advanced if it is determined by a court that the person is not entitled to indemnification. (f) The Company may obtain insurance for the protection of its directors and officers against any liability asserted against them in their official capacities. The rights of indemnification described above are not exclusive of any other rights of indemnification to which the persons indemnified may be entitled under any bylaw, agreement, vote of shareholders or directors, or otherwise. The Company has also entered into Indemnity Agreements with all directors and officers. While the Indemnity Agreements in large part incorporate the indemnification provisions of the Act as described above, they vary from the Act in several respects. The Indemnity Agreements obligate the Company to provide the maximum indemnification protection allowed under Oregon law, which is intended to provide indemnification broader than that expressly authorized by the Act. The most significant effect of the Indemnity Agreements is to add indemnification for judgments and settlements of derivative lawsuits to the fullest extent permitted by law as may be limited by public policy considerations applied by the courts. Item 7. Exemption From Registration Claimed. ----------------------------------- Not Applicable. Item 8. Exhibits. -------- 4.A. Restated Articles of Incorporation of the Company, as amended. Incorporated by reference to Exhibit 4A of the Company's Registration Statement on Form S-3, Reg. No. 33-23024. 4.B. Bylaws of the Company. Incorporated by reference to Exhibit 4B of the Company's Registration Statement on Form S-3, Reg. No. 33-56759. II-4 5. Opinion of Counsel. 23. Consent of Accountants. 24. Powers of Attorney. Item 9. Undertakings. ------------ (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represents a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liabil- ity 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 II-5 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-6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly author- ized, in the City of Wilsonville, State of Oregon, on this 29th day of December, 1994. MENTOR GRAPHICS CORPORATION By Frank S. Delia --------------------------------- Frank S. Delia, Vice President, Chief Administrative Officer Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on December 29, 1994 in the capacities indicated. Signature Title (1) Principal Executive Officer: *WALDEN C. RHINES President, Chief - ------------------------------- Executive Officer and Walden C. Rhines 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 II-7 (4) Directors: *MARSHA B. CONGDON 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 *DAVID N. STROHM Director - ------------------------------ David N. Strohm *By /s/ Frank S. Delia ------------------------------- Frank S. Delia, Attorney-In-Fact EXHIBIT INDEX Exhibit Sequential Number Document Description Page 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. Incorporated by reference to Exhibit 4B to the Company's Registration Statement on Form S-3, Reg. No. 33-56759. 5. Opinion of Counsel. 23. Consent of Accountants. 24. Powers of Attorney. EX-5 2 OPINION OF COUNSEL EXHIBIT 5 December 29, 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-8 (the "Registration Statement") under the Securities Act of 1933, as amended, covering 500,000 shares of Common Stock, without par value (the "Shares"), of the Company to be issued by the Company pursuant to the Company's 1987 Non-Employee Directors' Stock Option Plan (the "Plan"). I have reviewed the corporate actions of the Company in connection with this matter and have examined those documents, corporate records, and other instruments I deemed necessary for the purposes of this opinion. Based on the foregoing, it is my opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Oregon; and 2. The Shares are duly authorized and, when issued and sold in accordance with the terms of the Plan, will be legally issued, fully paid, and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, FRANK S. DELIA Frank S. Delia EX-23 3 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. Our reports refer to a change in the method of accounting for income taxes. KPMG PEAT MARWICK LLP December 30, 1994 EX-24 4 POWERS OF ATTORNEY EXHIBIT 24 POWER OF ATTORNEY ----------------- (1987 Non-Employee Directors' Stock Option Plan) 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, R. DOUGLAS NORBY 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 500,000 shares of Common Stock of Mentor Graphics Corporation for issuance pursuant to the 1987 Non-Employee Directors' Stock Option Plan, 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-8 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 14, 1994. WALDEN C. RHINES ------------------------------- Signature Walden C. Rhines ------------------------------- Type or Print Name EXHIBIT 24 POWER OF ATTORNEY ----------------- (1987 Non-Employee Directors' Stock Option Plan) 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, R. DOUGLAS NORBY 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 500,000 shares of Common Stock of Mentor Graphics Corporation for issuance pursuant to the 1987 Non-Employee Directors' Stock Option Plan, 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-8 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 28, 1994. R. DOUGLAS NORBY ------------------------------- Signature R. Douglas Norby ------------------------------- Type or Print Name EXHIBIT 24 POWER OF ATTORNEY ----------------- (1987 Non-Employee Directors' Stock Option Plan) 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, R. DOUGLAS NORBY 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 500,000 shares of Common Stock of Mentor Graphics Corporation for issuance pursuant to the 1987 Non-Employee Directors' Stock Option Plan, 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-8 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 28, 1994. JAMES J. LUTTENBACHER ------------------------------- Signature James J. Luttenbacher ------------------------------- Type or Print Name EXHIBIT 24 POWER OF ATTORNEY ----------------- (1987 Non-Employee Directors' Stock Option Plan) 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, R. DOUGLAS NORBY 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 500,000 shares of Common Stock of Mentor Graphics Corporation for issuance pursuant to the 1987 Non-Employee Directors' Stock Option Plan, 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-8 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 28, 1994. MARSHA B. CONGDON ------------------------------- Signature Marsha B. Congdon ------------------------------- Type or Print Name EXHIBIT 24 POWER OF ATTORNEY ----------------- (1987 Non-Employee Directors' Stock Option Plan) 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, R. DOUGLAS NORBY 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 500,000 shares of Common Stock of Mentor Graphics Corporation for issuance pursuant to the 1987 Non-Employee Directors' Stock Option Plan, 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-8 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 22, 1994. JAMES R. FIEBIGER ------------------------------- Signature James R. Fiebiger ------------------------------- Type or Print Name EXHIBIT 24 POWER OF ATTORNEY ----------------- (1987 Non-Employee Directors' Stock Option Plan) 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, R. DOUGLAS NORBY 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 500,000 shares of Common Stock of Mentor Graphics Corporation for issuance pursuant to the 1987 Non-Employee Directors' Stock Option Plan, 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-8 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 28, 1994. DAVID R. HATHAWAY ------------------------------- Signature David R. Hathaway ------------------------------- Type or Print Name EXHIBIT 24 POWER OF ATTORNEY ----------------- (1987 Non-Employee Directors' Stock Option Plan) 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, R. DOUGLAS NORBY 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 500,000 shares of Common Stock of Mentor Graphics Corporation for issuance pursuant to the 1987 Non-Employee Directors' Stock Option Plan, 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-8 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 21, 1994. FONTAINE K. RICHARDSON ------------------------------- Signature Fontaine K. Richardson ------------------------------- Type or Print Name EXHIBIT 24 POWER OF ATTORNEY ----------------- (1987 Non-Employee Directors' Stock Option Plan) 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, R. DOUGLAS NORBY 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 500,000 shares of Common Stock of Mentor Graphics Corporation for issuance pursuant to the 1987 Non-Employee Directors' Stock Option Plan, 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-8 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 28, 1994. JON A. SHIRLEY ------------------------------- Signature Jon A. Shirley ------------------------------- Type or Print Name EXHIBIT 24 POWER OF ATTORNEY ----------------- (1987 Non-Employee Directors' Stock Option Plan) 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, R. DOUGLAS NORBY 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 500,000 shares of Common Stock of Mentor Graphics Corporation for issuance pursuant to the 1987 Non-Employee Directors' Stock Option Plan, 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-8 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 28, 1994. DAVID N. STROHM ------------------------------- Signature David N. Strohm ------------------------------- Type or Print Name -----END PRIVACY-ENHANCED MESSAGE-----