8-K

UNITED STATES

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): June 11, 2007

MENTOR GRAPHICS CORPORATION

(Exact name of registrant as specified in charter)

OREGON	0-13442	93-0786033
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8005 S.W. BOECKMAN ROAD WILSONVILLE, OR	97070-7777
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (503) 685-7000

NO CHANGE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

In the seventh paragraph of the attached Exhibit 99.1, Mentor Graphics Corporation provided forward looking statements that updated the Company’s outlook for the second fiscal quarter and provided additional guidance for fiscal year 2008. These forward looking statements are being furnished to, rather than filed with, the Securities and Exchange Commission.

Item 8.01 Other Events

As more fully described in the attached Exhibit 99.1 (except for the seventh paragraph thereof, which is being furnished pursuant to Item 7.01), on June 8, 2007, Mentor Graphics Corporation closed its acquisition of Sierra Design Automation, Inc., a Delaware corporation.

Item 9.01 Financial Statements and Exhibits

Exhibit 99.1: Press release issued by Mentor Graphics Corporation on June 11, 2007

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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.

	MENTOR GRAPHICS CORPORATION
	(Registrant)
Date: June 11, 2007	By:	/s/ Dean M. Freed
		Dean M. Freed
		Vice President and General Counsel

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EX-99.1

Exhibit 99.1

News Release

For more information, please contact:

Ryerson Schwark

Public and Investor Relations Director

Mentor Graphics

503.685.1462

ry_schwark@mentor.com

Mentor Graphics Acquires Sierra Design Automation;

Answers Industry Need for Design-to-Fab Flow

for 65 and 45 Nanometers

WILSONVILLE, Ore., June 11, 2007 - Mentor Graphics Corporation (Nasdaq: MENT) today announced it has acquired Sierra Design Automation (Santa Clara, Calif.), a leading provider of high-performance place and route solutions. The company was purchased for $90 million, payable 50 percent in cash and 50 percent in Mentor Graphics common stock.

“Combining Mentor’s market-leading Design-For-Manufacturing (DFM) capabilities with Sierra’s proven variability and lithography-driven place and route solution gives our customers the edge they need to achieve rapid design closure with high yield,” said Pravin Madhani, president and CEO, Sierra Design Automation. “At 65 and 45 nanometers (nm), discontinuities such as process variation, design size, low power and DFM are creating a major disruption in physical design. The merger with Mentor enables us to deliver a powerful design-to-fab flow that addresses these discontinuities in a comprehensive fashion.”

“Mentor’s success with the Calibre product was built upon recognizing a market discontinuity and capitalizing on it. We see the same type of discontinuity happening in

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Mentor acquires Sierra 2

this market,” said Walden C. Rhines, CEO and chairman, Mentor Graphics. “Our leading-edge customers are telling us that they need a design-to-fab flow capable of handling dozens of process corners and multiple modes, all while addressing manufacturability challenges to achieve manufacturing closure of their designs. Mentor’s and Sierra’s leadership in these areas make us a natural fit. The acquisition of Sierra expands Mentor’s leadership in DFM, and provides the integration that customers need between physical design, and back-end verification and yield-enhancement.”

“STMicroelectronics is designing some of the world’s most complex chips and is aggressively pursuing advanced process geometries with 65 and 45 nm designs in production and in progress today,” said Philippe Magarshack, Group Vice President, Central CAD General Manager, STMicroelectronics. “We decided to partner with Mentor and Sierra 18 months ago to address critical discontinuities that we identified in the design flow including low-power, design for variability and manufacturing. We are very impressed with the quality of the results of this partnership, which allows us to blend manufacturability know-how into the physical synthesis and routing phase.”

Sierra’s flagship Olympus-SoC product delivers innovative technologies for 65 and 45 nm processes. It provides the next-generation place and route system that concurrently addresses variations in lithography, process corners and design modes. Integral to Olympus-SoC is Sierra’s detailed routing architecture which embeds variation-aware timing, optimization and litho-modeling to address optical proximity correction (OPC) and resolution enhancement technology (RET) effects early in the design cycle ensuring faster timing closure for complex process rules. It is capable of simultaneously solving for dozens of different process corners and design modes, ensuring an optimized chip without unnecessary guard banding.

Mentor Graphics will continue to sell and support Sierra’s products through its global sales and support organizations.

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Mentor acquires Sierra 3

Because of this acquisition, the company now expects non-GAAP fiscal 2008 second quarter earnings to be in the range of $.06 to $.08, down $.02 from previous guidance. For the full fiscal year ending January 31, 2008, the company expects the acquisition to be neutral to slightly accretive. The company cannot yet assess GAAP earnings impact until the finalization of purchase accounting, but expects GAAP non-cash charges arising from the acquisition to cause larger decreases in GAAP earnings than in non-GAAP earnings. The company will complete this assessment and report its revised GAAP outlook during its second quarter fiscal 2008 earnings call. Consistent with the company’s previous presentation of non-GAAP earnings, non-GAAP earnings exclude amortization of purchased intangible assets which include purchased technology, backlog, trade names, customer relationships and employment agreements. Non-GAAP earnings further exclude in-process research and development charges, special charges and stock-based compensation expenses.

Discussion of Non-GAAP Financial Measures

Mentor Graphics management evaluates and makes operating decisions using various performance measures. In addition to our GAAP results, we also consider adjusted gross margin, operating margin and net income (loss), which we refer to as non-GAAP gross margin, operating margin and net income (loss), respectively. These non-GAAP measures are derived from the revenues of our product, maintenance and services business operations and the costs directly related to the generation of those revenues, such as cost of revenue, research and development, sales and marketing and general and administrative expenses, that management considers in evaluating our ongoing core operating performance. These non-GAAP measures exclude amortization of purchased intangible assets, merger and acquisition charges, special charges, equity plan-related compensation expenses and charges and gains which management does not consider reflective of our core operating business.

Purchased intangible assets consist primarily of purchased technology, backlog, trade names, customer relationships and employment agreements. Merger and acquisition charges represent in-process research and development charges related to products in development that had not reached technological feasibility at the time of acquisition. Special charges consist of post-acquisition rebalance costs including severance and benefits, excess facilities and asset-related charges, and also include strategic reallocations or reductions of personnel resources. Equity plan-related compensation expenses represent the fair value of all share-based payments to employees, including grants of employee stock options, as required under SFAS No. 123 (revised 2004), “Share-Based Payment” (SFAS 123R). For purposes of comparability across other periods and against other companies in our industry, non-GAAP net income (loss) is adjusted by the amount of additional taxes or tax benefit that the company would accrue using a normalized effective tax rate applied to the non-GAAP results.

In certain instances our GAAP results of operations may not be profitable when our corresponding non-GAAP results are profitable or vice versa. The number of shares on which our non-GAAP EPS is calculated may therefore differ from the GAAP presentation due to the anti-dilutive effect of stock options in a loss situation.

8005 S.W. Boeckman Road • Wilsonville, OR 97070-7777 • 503-685-7000 • www.mentor.com

Mentor acquires Sierra 4

Non-GAAP gross margin, operating margin and net income (loss) are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. Moreover, they should not be considered as an alternative to any performance measure derived in accordance with GAAP, or as an alternative to cash flow from operating activities or as a measure of our liquidity. We present non-GAAP gross margin, operating margin and net income (loss) because we consider them to be important supplemental measures of our operating performance and profitability trends, and because we believe they give investors useful information on period-to-period performance as evaluated by management.

Management excludes from its non-GAAP measures certain recurring items to facilitate its review of the comparability of the company's core operating performance on a period-to-period basis because such items are not related to the company's ongoing core operating performance as viewed by management. Management considers our core operating performance to be that which can be affected by our managers in any particular period through their management of the resources that affect our underlying revenue and profit generating operations during that period. Management uses this view of its operating performance for purposes of comparison with its business plan and individual operating budgets and allocation of resources. Additionally, when evaluating potential acquisitions, management excludes the items described above from its consideration of target performance and valuation. More specifically management adjusts for the excluded items for the following reasons:

• Amortization charges for our purchased intangible assets are inconsistent in amount and frequency and are significantly impacted by the timing and magnitude of the company’s acquisition transactions. We therefore consider our operating results without these charges when evaluating our core performance. Generally, the most significant impact to inter-period comparability of the company's net income (loss) is in the first twelve months following the acquisition.

• Special charges are primarily severance related and are due to the company’s reallocation or reduction of personnel resources driven by modifications of business strategy or business emphasis and by assimilation of acquired businesses. These costs are originated based on the particular facts and circumstances of business decisions and can vary in size. Special charges also include excess facility and asset-related restructuring charges. These charges are not specifically included in the company's annual operating plan and related budget due to the rapidly changing technology and competitive environment in our industry. We therefore exclude them when evaluating our managers’ performance internally.

• Merger and acquisition charges are in-process R&D charges, which are largely disregarded as acquisition decisions are made and which often result in charges that vary significantly in size and amount. Management excludes these charges when evaluating the impact of an acquisition transaction and our ongoing performance.

• Management supplementally considers performance without the impact of stock-based compensation charges and believes this information is useful to investors to compare our performance to prior periods before SFAS 123R and to the performance of other companies in our industry who present non-GAAP results adjusted to exclude stock compensation expense. We view stock-based compensation as a key element of our employee retention and long-term incentives, not as an expense that should be an element of evaluating core operations in any given period. We therefore exclude these charges for purposes of evaluating our core performance.

• Income tax expense (benefit) is adjusted by the amount of additional tax expense or benefit that we would accrue if we used non-GAAP results instead of GAAP results in the calculation of our tax liability, taking into consideration the company’s long-term tax structure. We use a normalized effective tax rate of 17%, which reflects the weighted average tax rate applicable under the various tax jurisdictions in which the company operates. This non-GAAP weighted average tax rate is subject to change over time for various reasons, including changes in the geographic business mix and changes in statutory tax rates.

8005 S.W. Boeckman Road • Wilsonville, OR 97070-7777 • 503-685-7000 • www.mentor.com

Mentor acquires Sierra 5

Non-GAAP net income (loss) also facilitates comparison with other companies in our industry, which use similar financial measures to supplement their GAAP results. However, non-GAAP net income (loss) has limitations as an analytical tool, and you should not consider this measure in isolation or as a substitute for analysis of our results as reported under GAAP. In the future the company expects to continue to incur expenses similar to the non-GAAP adjustments described above and exclusion of these items in our non- GAAP presentation should not be construed as an inference that these costs are unusual, infrequent or nonrecurring. Some of the limitations in relying on non-GAAP net income (loss) are:

• Amortization of purchased intangibles, though not directly affecting our current cash position, represents the loss in value as the technology in our industry evolves, is advanced or is replaced over time. The expense associated with this loss in value is not included in the non-GAAP net income (loss) presentation and therefore does not reflect the full economic effect of the ongoing cost of maintaining our current technological position in our competitive industry, which is addressed through our research and development program.

• The company regularly engages in acquisition and assimilation activities as part of its ongoing business and therefore we will continue to experience special charges and merger and acquisition charges on a regular basis. These costs also directly impact available funds of the company.

• The company’s stock option and stock purchase plans are important components of our incentive compensation arrangements and will be reflected as expenses in our GAAP results for the foreseeable future under SFAS 123R.

• The company’s income tax expense (benefit) will be ultimately based on its GAAP taxable income and actual tax rates in effect, which often differ significantly from the 17% rate assumed in our non-GAAP presentation.

• Other companies, including other companies in our industry, may calculate non-GAAP net income (loss) differently than we do, limiting its usefulness as a comparative measure.

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, the company reported revenues over the last 12 months of about $800 million and employs approximately 4,200 people worldwide. Corporate headquarters are located at 8005 S.W. Boeckman Road, Wilsonville, Oregon 97070-7777. World Wide Web site: http://www.mentor.com/.

(Mentor Graphics and Calibre are registered trademarks of Mentor Graphics Corporation. All other company or product names are the registered trademarks or trademarks of their respective owners.)

8005 S.W. Boeckman Road • Wilsonville, OR 97070-7777 • 503-685-7000 • www.mentor.com

Mentor acquires Sierra 6

Statements in this press release regarding the company’s guidance for future periods constitute “forward-looking” statements based on current expectations within the meaning of section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company or industry results to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: (i) the company’s ability to successfully offer products and services that compete in the highly competitive EDA industry; (ii) discounting of products and services by competitors, which could force the company to lower its prices or offer other more favorable terms to customers; (iii) reductions in the spending on the company’s products by its customers due to cyclical downturns; (iv) changes in accounting or reporting rules or interpretations, limitations of reparation of earnings; (v) the impact of tax audits by the IRS or other taxing authorities, or changes in the tax laws, regulations or enforcement practices where the company does business; (vi) effects of the increasing volatility of foreign currency fluctuations on the company’s business and operating results; (vii) effects of unanticipated shifts in product mix on gross margin; (viii) effects of customer seasonal purchasing patterns and the timing of significant orders may negatively or positively impact the company’s quarterly results of operations; and (ix) weakness in the US or other economies, all as may be discussed in more detail under the heading “Risk Factors” in the company’s most recent Form 10-K or Form 10-Q. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. In addition, statements regarding guidance do not reflect potential impacts of mergers or acquisitions that have not been announced or closed as of the time the statements are made. Mentor Graphics disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements to reflect future events or developments.

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8005 S.W. Boeckman Road • Wilsonville, OR 97070-7777 • 503-685-7000 • www.mentor.com