SC TO-T/A 1 f81012t1scto-ta.txt SCHEDULE TO-T AMENDMENT NO. 1 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- 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. 1) --------------------- INNOVEDA, INC. (Name of Subject Company (Issuer)) MENTOR GRAPHICS CORPORATION INDIANA MERGER CORPORATION (Names of Filing Persons (Offerors)) COMMON STOCK, PAR VALUE $0.01 PER SHARE, (Title of Class of Securities) 45769F102 (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) 685-1200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Persons) 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. 1 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 April 30, 2002, relating to a tender offer by Indiana Merger Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Mentor Graphics Corporation, an Oregon corporation ("Mentor Graphics" and together with Purchaser, "Mentor"), to purchase all outstanding shares of common stock, par value $0.01 per share, of Innoveda, Inc., a Delaware corporation (the "Company"), for a purchase price of $3.95 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 April 30, 2002 (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 11. ADDITIONAL INFORMATION On May 16, 2002, Mentor received early termination of the waiting period required under the HSR Act. On May 17, 2002, Mentor issued a press release regarding the early termination of the waiting period, the full text of which is filed as Exhibit (a)(5)(A) to this Schedule TO and incorporated by reference herein. ITEM 12. EXHIBITS (a)(1)(A) Offer to Purchase dated April 30, 2002.* (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 on Substitute Form W-9.* (a)(1)(G) Joint Press Release dated April 23, 2002 (incorporated by reference to the Schedule TO-C filed by Mentor Graphics with the SEC on April 24, 2002).* (a)(1)(H) Summary Advertisement, published April 30, 2002.* (a)(5)(A) Press Release issued by Mentor Graphics Corporation, dated May 17, 2002. (b)(1) Bridge Loan Agreement dated as of April 23, 2002 among Mentor Graphics Corporation, Bank of America, N.A. as agent, and the other financial institutions from time to time parties thereto.* (b)(2) Promissory Note dated April 23, 2002, executed by Mentor Graphics Corporation in favor of Bank of America, N.A.* (c) None. (d)(1) Mutual Non-Disclosure Agreement dated as of October 5, 2001, between Mentor Graphics Corporation and Innoveda, Inc.* (d)(2) Exclusivity and Confidentiality Agreement dated as of March 25, 2002, as amended, between Mentor Graphics Corporation and Innoveda, Inc.* (d)(3) Agreement and Plan of Merger dated as of April 23, 2002, by and among Mentor Graphics Corporation, Indiana Merger Corporation and Innoveda, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Mentor Graphics with the SEC on April 24, 2002).* (d)(4) Form of Tender and Stockholder Support Agreement dated as of April 23, 2002, by and among Mentor Graphics Corporation, Indiana Merger Corporation, and each of William Herman, Richard Lucier, Kevin O'Brien, Peter Johnson, Kyoden Company Limited, DLJ Capital Corporation and DLJ ESC II, L.P.* (d)(5) Form of Tender and Stockholder Support Agreement dated as of April 23, 2002, by and among Mentor Graphics Corporation, Indiana Merger Corporation, and each of William Botts, Keith Geeslin, Lorne Cooper, Steven Erwin, Hiroshi Hashimoto and Paula Cassidy.*
2 (d)(6) Form of Non-Compete Agreement dated as of April 23, 2002, by and among Mentor Graphics Corporation, Indiana Merger Corporation, Innoveda, Inc. and each of William Herman and Richard Lucier.* (e) None. (f) None. (g) None. (h) None.
--------------- * Previously filed. 3 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. MENTOR GRAPHICS CORPORATION By: /s/ GREGORY K. HINCKLEY -------------------------------------- Name: Gregory K. Hinckley Title: President INDIANA MERGER CORPORATION By: /s/ GREGORY K. HINCKLEY -------------------------------------- Name: Gregory K. Hinckley Title: Chief Financial Officer Dated: May 17, 2002 4 EXHIBIT INDEX (a)(1)(A) Offer to Purchase dated April 30, 2002.* (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 on Substitute Form W-9.* (a)(1)(G) Joint Press Release dated April 23, 2002 (incorporated by reference to the Schedule TO-C filed by Mentor Graphics with the SEC on April 24, 2002).* (a)(1)(H) Summary Advertisement, published April 30, 2002.* (a)(5)(A) Press Release issued by Mentor Graphics Corporation, dated May 17, 2002. (b)(1) Bridge Loan Agreement dated as of April 23, 2002 among Mentor Graphics Corporation, Bank of America, N.A. as agent, and the other financial institutions from time to time parties thereto.* (b)(2) Promissory Note dated April 23, 2002, executed by Mentor Graphics Corporation in favor of Bank of America, N.A.* (c) None. (d)(1) Mutual Non-Disclosure Agreement dated as of October 5, 2001, between Mentor Graphics Corporation and Innoveda, Inc.* (d)(2) Exclusivity and Confidentiality Agreement dated as of March 25, 2002, as amended, between Mentor Graphics Corporation and Innoveda, Inc.* (d)(3) Agreement and Plan of Merger dated as of April 23, 2002, by and among Mentor Graphics Corporation, Indiana Merger Corporation and Innoveda, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Mentor Graphics with the SEC on April 24, 2002).* (d)(4) Form of Tender and Stockholder Support Agreement dated as of April 23, 2002, by and among Mentor Graphics Corporation, Indiana Merger Corporation, and each of William Herman, Richard Lucier, Kevin O'Brien, Peter Johnson, Kyoden Company Limited, DLJ Capital Corporation and DLJ ESC II, L.P.* (d)(5) Form of Tender and Stockholder Support Agreement dated as of April 23, 2002, by and among Mentor Graphics Corporation, Indiana Merger Corporation, and each of William Botts, Keith Geeslin, Lorne Cooper, Steven Erwin, Hiroshi Hashimoto and Paula Cassidy.* (d)(6) Form of Non-Compete Agreement dated as of April 23, 2002, by and among Mentor Graphics Corporation, Indiana Merger Corporation, Innoveda, Inc. and each of William Herman and Richard Lucier.* (e) None. (f) None. (g) None. (h) None.