-----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, WJcimbzI+MlHg7JYeJUz8e5kCPwiP8zuwmNe89aukhfnQguxQY1vnq2diNZ16EgC paamber5J1aQGJWNgw/rQA== 0000950149-02-000473.txt : 20020415 0000950149-02-000473.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950149-02-000473 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020312 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MENTOR GRAPHICS CORP CENTRAL INDEX KEY: 0000701811 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 930786033 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13442 FILM NUMBER: 02574372 BUSINESS ADDRESS: STREET 1: 8005 SW BOECKMAN RD CITY: WILSONVILLE STATE: OR ZIP: 97070-7777 BUSINESS PHONE: 5036857000 8-K 1 f79902e8-k.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 12, 2002 MENTOR GRAPHICS CORPORATION ------------------------------------------------------------- (Exact name of registrant as specified in its charter) Oregon 0-13442 93-0786033 - --------------------------------- ---------------------- ------------------ (State or other jurisdiction of (Commission File Number) (I.R.S. Employer Incorporation) Identification Number)
8005 S.W. Boeckman Road, Wilsonville, Oregon 97070-7777 -------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (503) 685-7000 ---------------------------------------------------- (Registrants' telephone number, including area code) N/A ------------------------------------------------------------- (former name or former address, if changed since last report) ITEM 5. OTHER EVENTS Mentor Graphics, an Oregon corporation ("Mentor"), has entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") dated as of March 12, 2002, by and among Mentor, Fresno Corporation, a Delaware corporation and a wholly-owned subsidiary of Mentor ("Purchaser"), and IKOS Systems, Inc., a Delaware corporation ("IKOS"), pursuant to which Mentor will acquire IKOS for $11.00 per share of IKOS common stock, in cash. The Merger Agreement contemplates the continuation of Purchaser's existing tender offer to purchase all outstanding shares of IKOS common stock at a price of $11.00 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase dated December 7, 2001, as supplemented by a Supplement dated March 13, 2002, and in the related revised Letter of Transmittal (collectively, the "Offer"). Following consummation of the Offer and the satisfaction or waiver of certain conditions, Purchaser will be merged with and into IKOS (the "Merger") with IKOS surviving the Merger as a wholly-owned subsidiary of Mentor, whereby all of the remaining outstanding shares of IKOS common stock will be converted into the right to receive $11.00 per share in cash. On March 12, 2002, Mentor and IKOS issued a joint press release regarding the execution of the Merger Agreement. The foregoing description of the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1 hereto. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits: 2.1 Agreement and Plan of Merger and Reorganization by and among Mentor Graphics Corporation, Fresno Corporation and IKOS Systems, Inc., dated as of March 12, 2002 (incorporated by reference to the Schedule TO filed by Mentor Graphics with the SEC on March 13, 2002). 99.1 Press Release dated March 12, 2002 (incorporated by reference to the Schedule TO filed by Mentor Graphics with the SEC on March 13, 2002). SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: March 13, 2002 MENTOR GRAPHICS CORPORATION (Registrant) By: /s/ Gregory K. Hinckley ------------------------------------ Gregory K. Hinckley President and Chief Operating Officer EXHIBIT INDEX Exhibits 2.1 Agreement and Plan of Merger and Reorganization by and among Mentor Graphics Corporation, Fresno Corporation and IKOS Systems, Inc., dated as of March 12, 2002 (incorporated by reference to the Schedule TO filed by Mentor Graphics with the SEC on March 13, 2002). 99.1 Press Release dated March 12, 2002 (incorporated by reference to the Schedule TO filed by Mentor Graphics with the SEC on March 13, 2002). -----END PRIVACY-ENHANCED MESSAGE-----