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): August 18, 2009

MENTOR GRAPHICS CORPORATION

(Exact name of registrant as specified in its charter)

Oregon	0-13442	93-0786033
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

8005 S.W. Boeckman Road

Wilsonville, Oregon

(Address of Principal Executive Offices)

(503) 685-7000

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

¨ 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 8.01. Other Events.

On May 6, 2009, Mentor Graphics Corporation, an Oregon corporation (“Mentor Graphics”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with LogicVision, Inc., a Delaware corporation (“LogicVision”), and Fulcrum Acquisition Corporation, a Delaware corporation and wholly owned subsidiary of Mentor Graphics (“Merger Subsidiary”). Pursuant to the terms of the Merger Agreement, subject to satisfaction or waiver of the conditions therein, Merger Subsidiary will merge with and into LogicVision, with LogicVision continuing as the surviving corporation and a wholly-owned subsidiary of Mentor Graphics (the “Merger”).

On August 18, 2009, the stockholders of LogicVision approved the proposed Merger at its Annual Meeting of Stockholders, and subsequently, Mentor Graphics and LogicVision closed the Merger effective as of August 18, 2009. As a result of the Merger, each outstanding share of common stock of LogicVision is converted into the right to receive 0.2006 shares of common stock of Mentor Graphics (the “Exchange Ratio”). Outstanding options to purchase LogicVision common stock have been assumed by Mentor Graphics and converted into stock options with respect to Mentor Graphics common stock, after giving effect to the Exchange Ratio.

On August 18, 2009, Mentor Graphics and LogicVision jointly issued a press release announcing the completion of the Merger, which is attached hereto as Exhibit 99.1. The press release is hereby incorporated into this report by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release jointly issued by Mentor Graphics Corporation and LogicVision, Inc., dated August 18, 2009.

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.

Date: August 18, 2009	MENTOR GRAPHICS CORPORATION
	By:	/s/    Dean Freed
	Name:	Dean Freed
	Title:	Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release jointly issued by Mentor Graphics Corporation and LogicVision, Inc., dated August 18, 2009.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE	News Release
For more information, please contact:
Gene Forte Mentor Graphics 503.685.1193 gene_forte@mentor.com	Sonia Harrison Mentor Graphics 503.685.1165 sonia_harrison@mentor.com

Mentor Graphics Acquires LogicVision; Unites BIST, ATPG and Test Pattern Compression Technologies

WILSONVILLE, Ore. and SAN JOSE, Calif., August 18, 2009 — Mentor Graphics Corporation (NASDAQ: MENT) and LogicVision, Inc. (NASDAQ: LGVN) today announced that LogicVision stockholders have voted to approve, and the parties have closed, the previously-announced merger. Former LogicVision stockholders will receive 0.2006 share of Mentor Graphics common stock in exchange for each share of LogicVision common stock.

LogicVision is a leading provider of Built-in-Self-Test (BIST) technologies for testing today’s System-on-Chip (SoC) designs. The combination of Mentor’s industry-leading Automated Test Pattern Generation (ATPG) and embedded test pattern compression technology, and LogicVision’s BIST products, enables Mentor to provide customers with comprehensive and integrated solutions to address the growing complexity of silicon test.

“Our customers are facing significant new test challenges as they move to each new technology node,” said Walden C. Rhines, chairman and CEO, Mentor Graphics. “We believe the combination of the Mentor and LogicVision silicon test solutions will enable them to address all aspects of their full-chip test requirements with a unified test platform. Combining our industry-leading ATPG and embedded compression with the LogicVision memory and logic BIST technologies enables our customers to maintain high product quality and test standards, while reducing manufacturing costs and improving profitability.”

“The partnership we started over two years ago that integrated the Mentor TestKompress^® ATPG and compression tool with the LogicVision ScanBurst™ at-speed scan technology paved the way for a successful merger of the organizations,” said James Healy, former president and CEO of LogicVision. “We now intend to build on that cooperation to address the critical challenges of silicon test, such as cost-effective nanometer SoC testing, extreme pattern compression, advanced at-speed testing, embedded memory test and repair, high-speed I/O testing, and leveraging test data for rapid yield analysis.”

The combined silicon test solutions from Mentor Graphics and LogicVision provide customers with the best-in-class technologies to address the test challenges of the digital logic and memory portions of their designs, as well as the increasingly common high-speed SerDes analog and DDR-based interfaces. LogicVision’s unique test bring-up and silicon characterization tools — combined with Mentor’s leading failure diagnosis capabilities — will also help customers accelerate yield ramps, reducing time-to-volume.

LogicVision resources will be fully integrated into the Silicon Test Solutions group within the Mentor Design-to-Silicon division led by vice president and general manager, Joseph Sawicki. The division also includes the Olympus-SoC™ place-and-route, and the Calibre^® physical verification, Design for Manufacturing and Resolution Enhancement Technology product groups.

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 4,425 people worldwide. Corporate headquarters are located at 8005 S.W. Boeckman Road, Wilsonville, Oregon 97070-7777. World Wide Web site: http://www.mentor.com/.

Forward Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. These statements can be identified by the words, “believes,” “views,” “expects,” “projects,” “hopes,” “could,” “will,” “intends,” “should,” “estimate,” “would,” “may,” “anticipates,” “plans” and other similar words and include statements with respect to the expected benefits of the acquisition of LogicVision by Mentor Graphics. These forward-looking statements are subject to a number of risks and uncertainties that may cause actual results to differ materially from those contained in the forward-looking information, and are based on current expectations, estimates, forecasts and projections. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: the challenges and costs of integrating, restructuring and achieving anticipated synergies from the merger; the ability to retain key employees; and other economic, business, competitive, and/or regulatory factors affecting the businesses of Mentor Graphics and LogicVision generally, including those set forth in the filings of Mentor Graphics and LogicVision with the SEC, especially in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of their respective annual reports on Form 10-K and quarterly reports on Form 10-Q, their current reports on Form 8-K, Mentor Graphics’ proxy statement/prospectus on Form S-4 (File No. 333-159631), and other SEC filings. These forward-looking statements speak only as of the date hereof. Mentor Graphics undertakes no obligation to publicly release the results of any revisions or updates to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, or to reflect the occurrence of unanticipated events.

(Mentor Graphics, LogicVision and TestKompress are registered trademarks, and ScanBurst and Olympus-SoC are trademarks of Mentor Graphics Corporation. All other company or product names are the registered trademarks or trademarks of their respective owners.)

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