-----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, S9jcbSThtwe68PYPYDiNVgCGtCG2xmpYyRjLPuie4g7Z6XC+wxN/h9mhQa8HjR3D fsZ+hrBwQWXCcz9LZDOPuw== 0000950149-02-000456.txt : 20020415 0000950149-02-000456.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950149-02-000456 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020312 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: 02572921 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 f77751b6scto-ta.txt AMENDMENT #15 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. 15) ------------------- 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. 15 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 4. TERMS OF THE TRANSACTION Item 4 is hereby amended to add the following: On March 11, 2002, Purchaser extended the Offer until 12:00 Midnight, New York City time, on Friday, March 15, 2002, unless further extended. The full text of a press release issued by Mentor on March 11, 2002 announcing the extension of the Offer is filed as Exhibit (a)(5)(N) to this Schedule TO, which is incorporated by reference herein. ITEM 5. PAST CONTACTS, NEGOTIATIONS, TRANSACTIONS AND AGREEMENTS Item 5 is hereby amended to add the following: On March 5, 2002, the Company announced that the Company's Board of Directors desired to enter into the Mentor agreement that was delivered for execution by the Company on January 16, 2002. In response, Mentor issued a press release on March 11, 2002, the full text of which si filed as Exhibit (a)(5)(N) to this Schedule TO, which is 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.* (a)(5)(J) Press release issued by Mentor Graphics Corporation, dated February 11, 2002.* (a)(5)(K) Press release issued by Mentor Graphics Corporation, dated February 19, 2002.* (a)(5)(L) Press Release issued by Mentor Graphics Corporation, dated February 22, 2002.* (a)(5)(M) Press Release issued by Mentor Graphics Corporation, dated February 26, 2002.* (a)(5)(N) Press Release issued by Mentor Graphics Corporation, dated March 11, 2002. (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.* (d)(9) Letter from Purchaser to IKOS Systems, Inc. dated February 22, 2002.* (d)(10) Preliminary proxy statement filed with the Securities and Exchange Commission on February 22, 2002 by Mentor and Purchaser and incorporated herein by reference.* (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: March 12, 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.* (a)(5)(J) Press release issued by Mentor Graphics Corporation, dated February 11, 2002.* (a)(5)(K) Press release issued by Mentor Graphics Corporation, dated February 19, 2002.* (a)(5)(L) Press Release issued by Mentor Graphics Corporation, dated February 22, 2002.* (a)(5)(M) Press Release issued by Mentor Graphics Corporation, dated February 26, 2002.* (a)(5)(N) Press Release issued by Mentor Graphics Corporation, dated March 11, 2002. (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.* (d)(9) Letter from Purchaser to IKOS Systems, Inc. dated February 22, 2002.* (d)(10) Preliminary proxy statement filed with the Securities and Exchange Commission on February 22, 2002 by Mentor and Purchaser and incorporated herein by reference.* (e) None. (f) None. (g) None. (h) None. - ------------------ *Previously filed. EX-99.(A)(5)(N) 3 f77751b6ex99-a5n.txt EXHIBIT (A)(5)(N) Exhibit (a)(5)(N) FOR IMMEDIATE RELEASE MENTOR GRAPHICS EXTENDS TENDER OFFER FOR IKOS SYSTEMS, INC. WILSONVILLE, OR - March 11, 2002 - Mentor Graphics Corporation (Nasdaq: MENT) announced today that it has extended its $11.00 per share cash tender offer for all outstanding shares of the common stock of IKOS Systems, Inc. (Nasdaq: IKOS) to 12:00 Midnight, New York City time, on Friday, March 15, 2002, unless further extended. The tender offer was previously scheduled to expire at 12:00 Midnight, New York City time, on Friday, March 8, 2002. Mentor Graphics noted that the Board of Directors of IKOS Systems, Inc. has again determined that Mentor Graphics' offer is superior to the Synopsys agreement and that IKOS is taking steps that may allow IKOS to sign the merger agreement that Mentor Graphics delivered to IKOS on January 16, 2002. Mentor Graphics stated that its merger agreement continues to be open for acceptance by IKOS. As of the close of business on March 8, 2002, 565,002 shares of IKOS common stock had been validly tendered into the offer, which, together with the 841,600 shares already beneficially owned by Mentor, represents approximately 14.8% of IKOS' outstanding common stock (based upon 9,472,974 shares outstanding as of January 29, 2002). The shares tendered represent approximately 6.0% of the outstanding common stock. Pursuant to its all cash tender offer, Mentor Graphics is offering to acquire IKOS Systems for $11.00 in cash per share of IKOS common stock. Mentor Graphics' offer is not subject to any financing condition. In addition, on January 16, 2002, Mentor Graphics delivered to IKOS a merger agreement executed by Mentor, which the IKOS Board of Directors has determined is superior to its existing Synopsys agreement. IMPORTANT INFORMATION Investors and security holders are urged to read any proxy statement regarding the proposed business combination described herein, a preliminary copy of which was filed on February 22, 2002 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 sit 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 that $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 -----END PRIVACY-ENHANCED MESSAGE-----