-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LJsgTAfuEbhm7WUebZqbOkRMBOcsoxbJYvkywRVqVQICfouDs+oAqz+wKnVgo1n0 GONJuFWn+7Uk9tLm8vyr4A== 0000950149-02-000183.txt : 20020414 0000950149-02-000183.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950149-02-000183 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020205 GROUP MEMBERS: FRESNO CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IKOS SYSTEMS INC CENTRAL INDEX KEY: 0000756365 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 770100318 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41223 FILM NUMBER: 02526990 BUSINESS ADDRESS: STREET 1: 19050 PRUNERIDGE AVE CITY: CUPERTINO STATE: CA ZIP: 94086 BUSINESS PHONE: 4082451900 FILED BY: 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: SC TO-T/A BUSINESS ADDRESS: STREET 1: 8005 SW BOECKMAN RD CITY: WILSONVILLE STATE: OR ZIP: 97070-7777 BUSINESS PHONE: 5036857000 SC TO-T/A 1 f77751b1scto-ta.txt AMENDMENT #10 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ SCHEDULE TO/A (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 10) ------------------- IKOS SYSTEMS, INC. (NAME OF SUBJECT COMPANY (ISSUER)) MENTOR GRAPHICS CORPORATION FRESNO CORPORATION (NAMES OF FILING PERSONS (OFFERORS)) COMMON STOCK, PAR VALUE $0.01 PER SHARE, (TITLE OF CLASS OF SECURITIES) 451716203 (CUSIP NUMBER OF CLASS OF SECURITIES) WALDEN C. RHINES PRESIDENT AND CHIEF EXECUTIVE OFFICER MENTOR GRAPHICS CORPORATION 8005 S.W. BOECKMAN ROAD WILSONVILLE, OREGON 97070-7777 (503) 685-7000 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF THE FILING PERSON) COPIES TO: JOHN J. HUBER, ESQ. CHRISTOPHER L. KAUFMAN, ESQ. LATHAM & WATKINS LATHAM & WATKINS 555 11TH STREET, N.W., SUITE 1000 135 COMMONWEALTH DRIVE WASHINGTON, D.C. 20004 MENLO PARK, CALIFORNIA 94025 (202) 637-2200 (650) 328-4600 Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1 [ ] issuer tender offer subject to Rule 13e-4 [ ] going private transaction subject to Rule 13e-3 [ ] amendment to Schedule 13D under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] This Amendment No. 10 to Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on December 7, 2001 (as previously amended, the "Schedule TO"), relating to a tender offer by Fresno Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Mentor Graphics Corporation, an Oregon corporation ("Mentor"), to purchase all outstanding shares of common stock, par value $0.01 per share, and the related preferred stock purchase rights, of IKOS Systems, Inc., a Delaware corporation (the "Company"), for a purchase price of $11.00 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 7, 2001 (the "Offer to Purchase") and in the related Letter of Transmittal (the "Letter of Transmittal" which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the "Offer"). Capitalized terms used herein and not defined herein have the respective meanings assigned such terms in the Offer to Purchase. ITEM 5. PAST CONTACTS, NEGOTIATIONS, TRANSACTIONS AND AGREEMENTS On February 4, 2002, Mr. Gregory Hinckley, Chief Financial Officer of Purchaser, sent a letter to Mr. Ramon Nunez, President and Chief Executive Officer of the Company, calling for a special meeting of the Company's stockholders in the form attached to this Schedule TO as Exhibit (d)(8), which is incorporated by reference herein. ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS On February 5, 2002, Mentor issued a press release stating that Purchaser had sent a letter to the Company calling for a special meeting of the Company's stockholders. The full text of Mentor's press release, letter to the Company and the materials filed under Rule 14a-12 on Schedule 14A are filed as Exhibit (a)(5)(H), Exhibit (d)(8) and Exhibit (a)(5)(I) to this Schedule TO and incorporated by reference herein. ITEM 12. EXHIBITS Item 12 of the Schedule TO is hereby amended and supplemented as follows: (a)(1)(A) Offer to Purchase dated December 7, 2001.* (a)(1)(B) Letter of Transmittal.* (a)(1)(C) Notice of Guaranteed Delivery.* (a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number of Substitute Form W-9.* (a)(1)(G) Press release issued by Mentor Graphics Corporation on December 7, 2001.* (a)(1)(H) Summary Advertisement, published December 7, 2001.* (a)(1)(I) Complaint filed in the United States District Court for the District of Delaware on December 7, 2001.* (a)(1)(J) Complaint filed in the Chancery Court, New Castle County, Delaware on December 7, 2001.* (a)(5)(A) Press release issued by Mentor Graphics Corporation, dated December 20, 2001.* (a)(5)(B) Press release issued by Mentor Graphics Corporation, dated December 26, 2001.* (a)(5)(C) Press release issued by Mentor Graphics Corporation, dated January 15, 2002.* (a)(5)(D) Press Release issued by Mentor Graphics Corporation, dated January 16, 2002.* (a)(5)(E) Press Release issued by Mentor Graphics Corporation, dated January 23, 2002.* (a)(5)(F) Press release issued by Mentor Graphics Corporation, dated January 28, 2002.* (a)(5)(G) Press release issued by Mentor Graphics Corporation, dated February 4, 2002.* (a)(5)(H) Press release issued by Mentor Graphics Corporation, dated February 5, 2002. (a)(5)(I) Materials filed under Rule 14a-12 on Schedule 14A, filed with the Securities and Exchange Commission on February 5, 2002 and incorporated herein by reference. (b) None. (c) None. (d)(1) Confidentiality Agreement dated June 16, 2000, between Mentor Graphics Corporation and IKOS Systems, Inc.* (d)(2) Letter from Gray Cary Ware & Freidenrich LLP to Latham & Watkins dated December 12, 2001, and form of confidentiality and standstill agreement.* (d)(3) Letter from Latham & Watkins to Gray Cary Ware & Freidenrich LLP dated December 18, 2001.* (d)(4) Letter from Gray Cary Ware & Freidenrich LLP to Latham & Watkins dated December 18, 2001.* (d)(5) Letter from Latham & Watkins to Gray Cary Ware & Freidenrich LLP dated January 16, 2002.* (d)(6) Proposed Agreement and Plan of Merger and Reorganization by and among Mentor, Purchaser and the Company.* (d)(7) Letter from Gray Cary Ware & Freidenrich LLP to Latham & Watkins dated January 21, 2002, and form of confidentiality and standstill agreement.* (d)(8) Letter from Purchaser to IKOS Systems, Inc. dated February 4, 2002. (e) None. (f) None. (g) None. (h) None. - ------------------ *Previously filed. 2 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 5, 2002 MENTOR GRAPHICS CORPORATION By: /s/ Gregory K. Hinckley ------------------------------------ Name: Gregory K. Hinckley Title: President FRESNO CORPORATION By: /s/ Gregory K. Hinckley ------------------------------------ Name: Gregory K. Hinckley Title: Chief Financial Officer 3 EXHIBIT INDEX (a)(1)(A) Offer to Purchase dated December 7, 2001.* (a)(1)(B) Letter of Transmittal.* (a)(1)(C) Notice of Guaranteed Delivery.* (a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number of Substitute Form W-9.* (a)(1)(G) Press release issued by Mentor Graphics Corporation on December 7, 2001.* (a)(1)(H) Summary Advertisement, published December 7, 2001.* (a)(1)(I) Complaint filed in the United States District Court for the District of Delaware on December 7, 2001.* (a)(1)(J) Complaint filed in the Chancery Court, New Castle County, Delaware on December 7, 2001.* (a)(5)(A) Press release issued by Mentor Graphics Corporation, dated December 20, 2001.* (a)(5)(B) Press release issued by Mentor Graphics Corporation, dated December 26, 2001.* (a)(5)(C) Press release issued by Mentor Graphics Corporation, dated January 15, 2002.* (a)(5)(D) Press Release issued by Mentor Graphics Corporation, dated January 16, 2002.* (a)(5)(E) Press Release issued by Mentor Graphics Corporation, dated January 23, 2002.* (a)(5)(F) Press release issued by Mentor Graphics Corporation, dated January 28, 2002.* (a)(5)(G) Press release issued by Mentor Graphics Corporation, dated February 4, 2002.* (a)(5)(H) Press release issued by Mentor Graphics Corporation, dated February 5, 2002. (a)(5)(I) Materials filed under Rule 14a-12 on Schedule 14A, filed with the Securities and Exchange Commission on February 5, 2002 and incorporated herein by reference. (b) None. (c) None. (d)(1) Confidentiality Agreement dated June 16, 2000, between Mentor Graphics Corporation and IKOS Systems, Inc.* (d)(2) Letter from Gray Cary Ware & Freidenrich LLP to Latham & Watkins dated December 12, 2001, and form of confidentiality and standstill agreement.* (d)(3) Letter from Latham & Watkins to Gray Cary Ware & Freidenrich LLP dated December 18, 2001.* (d)(4) Letter from Gray Cary Ware & Freidenrich LLP to Latham & Watkins dated December 18, 2001.* (d)(5) Letter from Latham & Watkins to Gray Cary Ware & Freidenrich LLP dated January 16, 2002.* (d)(6) Proposed Agreement and Plan of Merger and Reorganization by and among Mentor, Purchaser and the Company.* (d)(7) Letter from Gray Cary Ware & Freidenrich LLP to Latham & Watkins dated January 21, 2002, and form of confidentiality and standstill agreement.* (d)(8) Letter from Purchaser to IKOS Systems, Inc. dated February 4, 2002. (e) None. (f) None. (g) None. (h) None. - ------------------ *Previously filed. EX-99.(A)(5)(H) 3 f77751b1ex99-a5h.txt EXHIBIT 99.(A)(5)(H) Exhibit (a)(5)(H) FOR IMMEDIATE RELEASE MENTOR GRAPHICS CORPORATION CALLS FOR A SPECIAL MEETING OF IKOS STOCKHOLDERS WILSONVILLE, OR - February 5, 2002 - Mentor Graphics Corporation (Nasdaq: MENT), today announced that on February 4, 2002, its wholly-owned subsidiary, Fresno Corporation, sent a letter to IKOS Systems, Inc. (Nasdaq: IKOS) calling for a special meeting of IKOS stockholders after receiving agent designations from IKOS stockholders which, together with shares owned by Fresno, represent approximately 11.8% of IKOS' outstanding shares. Pursuant to IKOS' bylaws, the board of directors of IKOS is obligated to schedule a special meeting between 120 and 130 days after IKOS receives Fresno's letter calling for the special meeting. At the special meeting, Fresno will ask IKOS stockholders to vote on proposals including the removal and replacement of the present members of the IKOS board of directors. "The unwillingness of IKOS to accept our offer - despite the determination by the IKOS board of directors that our offer is superior to its agreement with Synopsys - leaves us no choice but to seek the removal of the IKOS board of directors," said Walden C. Rhines, chief executive officer of Mentor Graphics. "We even delivered IKOS a form of merger agreement that was also far superior to the Synopsys agreement. Again, the IKOS board of directors refused to do what was in the best interests of the IKOS stockholders. We need to put our offer to a referendum of the IKOS stockholders themselves by allowing them to vote on the removal of the existing directors and their replacement with our nominees. We expect these nominees will, subject to their fiduciary duties, terminate the inferior Synopsys agreement and take the steps necessary to accept our offer," Dr. Rhines concluded. As announced on December 7, 2001, Mentor Graphics offered to acquire IKOS Systems for $11.00 in cash per share of IKOS common stock. The offer represents a premium of 37% over the Nasdaq closing price of IKOS stock on December 6, 2001 and a premium of 49.5% over IKOS' closing price on June 29, 2001, the last trading day before IKOS announced its proposed acquisition by Synopsys, Inc. (Nasdaq: SNPS). Furthermore, the offer represents a premium of 87% over the average closing price of IKOS stock for the thirty trading days ended December 6, 2001. In addition, Mentor Graphics' offer is subject to fewer conditions than the Synopsys proposal and can be consummated months earlier than the Synopsys proposal. Mentor Graphics' offer is not subject to any financing condition and is scheduled to expire at 12:00 Midnight, New York City time on Friday, February 8, 2002, unless extended. IMPORTANT INFORMATION Investors and security holders are urged to read any proxy statement regarding the proposed business combination described herein, when it becomes available, because it will contain important information. Each such proxy statement will be filed with the Securities and Exchange Commission. Investors and security holders may obtain a free copy of the tender offer statement, each such proxy statement (when it is available) and other documents filed by Mentor Graphics with the Commission at the Commission's web site at www.sec.gov. The tender offer statement, each such proxy statement (when it is available) and these other documents may also be obtained for free from Mentor Graphics by directing a request to Ryerson Schwark, Mentor Graphics' Director of Public and Investor Relations, at (503) 685-1660. Detailed information regarding the names, affiliations and interests of individuals who may be deemed participants in the solicitation of proxies of IKOS stockholders of IKOS by Mentor Graphics is available in a Schedule 14A filed by Mentor Graphics with the Commission pursuant to Rule 14a-12 on February 5, 2002. Investors and security holders may obtain a free copy of the Schedule 14A at the Commission's web site at www.sec.gov. ABOUT MENTOR GRAPHICS Mentor Graphics Corporation (Nasdaq: MENT) is a world leader in electronic hardware and software design solutions, providing products, consulting services and award-winning support for the world's most successful electronics and semiconductor companies. Established in 1981, Mentor Graphics reported revenues over the last 12 months of more than $600 million and employs approximately 3,000 people worldwide. Corporate headquarters are located at 8005 S.W. Boeckman Road, Wilsonville, Oregon 97070-7777; Silicon Valley headquarters are located at 1001 Ridder Park Drive, San Jose, California 95131-2314. World Wide Web site: www.mentor.com. Mentor Graphics is a registered trademark of Mentor Graphics Corporation. All other company or product names are the registered trademarks or trademarks of their respective owners. # # #
CONTACTS Mentor Graphics Corporation The Abernathy MacGregor Group Ryerson Schwark Chuck Burgess Tel: 503-685-1660 Jason Thompson Tel: 212-371-5999
EX-99.(D)(8) 4 f77751b1ex99-d8.txt EXHIBIT 99.(D)(8) Exhibit (d)(8) FRESNO CORPORATION 8005 S.W. Boeckman Road Wilsonville, Oregon 97070-7777 February 4, 2002 BY REGISTERED MAIL, RETURN RECEIPT REQUESTED Ramon A. Nunez President and Chief Executive Officer IKOS Systems, Inc. 79 Great Oaks Blvd. San Jose, California 95119 Re: Request for Special Meeting of Stockholders Dear Ramon: The undersigned designated agent (the "Designated Agent") hereby calls for a special meeting (the "Special Meeting") of the stockholders of IKOS Systems, Inc. (the "Company" or "IKOS"). In calling for the Special Meeting, the undersigned has acted as the Designated Agent of record holders (as of February 4, 2002) of more than 10% of the shares (including the shares owned by Fresno Corporation ("Fresno")) entitled to vote at the Special Meeting of the IKOS stockholders. Pursuant to Section 2 of Article I of the IKOS bylaws (the "Bylaws") and Section D of Article Fifth of the IKOS certificate of incorporation (the "Certificate of Incorporation"), the holders of not less than ten percent (10%) of all of the shares entitled to cast votes at a special meeting may call for a special meeting of stockholders upon written request to the President or Chief Executive Officer of the Company by registered mail. The Designated Agent requests that the IKOS board of directors determine the date, time and place of, set a record date for, and give notice of, the Special Meeting of the Company's stockholders which must be held 120 days or, in any event, no later than 130 days after the receipt of this request pursuant to and in accordance with Section 2 of Article I of the Bylaws and Section D of Article Fifth of the Certificate of Incorporation. Copies of the agent designations appointing the undersigned as the Designated Agent empowered to take all action necessary to call for the Special Meeting for the purposes set forth herein, and to exercise any and all other rights of the stockholders incidental to calling for the Special Meeting, are attached hereto as Exhibit A. The purposes of the Special Meeting are to allow the IKOS stockholders to consider proposals by Fresno to (1) remove all of the six members of the Company's current board of directors; (2) elect six new directors to be nominated by Fresno to fill the vacancies on the Company's board of directors resulting from the removal of the incumbent directors; and (3) repeal any provisions of the Bylaws adopted by the Company's board of directors subsequent to the last public filing of the Bylaws. Subject to and in accordance with their fiduciary duties following their election to the Company's board of directors, Fresno anticipates that its director nominees will support Fresno's offer to acquire all outstanding shares of IKOS stock. Please acknowledge receipt of this letter by providing the information requested below and return the receipt acknowledgement to the undersigned at the address set forth above. In addition, please advise the undersigned immediately of all actions taken by IKOS or the Company's board of directors in response to the call for the Special Meeting pursuant to this letter. Very truly yours, /s/ Gregory K. Hinckley Name: Gregory K. Hinckley Title: Designated Agent Receipt Acknowledged: - ----------------------------------- IKOS Systems, Inc. By: -------------------------------- Date: ------------------------------ Time: ------------------------------ -----END PRIVACY-ENHANCED MESSAGE-----