As filed with the Securities and Exchange Commission on March 30, 2017
Registration No. 333-49579
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT NO. 333-49579
UNDER
THE SECURITIES ACT OF 1933
MENTOR GRAPHICS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Oregon | 93-0786033 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
8005 S.W. Boeckman Road
Wilsonville, OR 97070-7777
(Address, Including Zip Code, of Principal Executive Offices)
Mentor Graphics Corporation 1986 Stock Plan
(Full Title of the Plan)
Dean Freed, Vice President and General Counsel
Mentor Graphics Corporation
8005 S.W. Boeckman Road
Wilsonville, OR 97070-7777
Tel: (503) 685-7000
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statement filed by Mentor Graphics Corporation, an Oregon corporation (the Registrant), on Form S-8 (the Registration Statement):
| Registration Statement No. 333-49579, originally filed with the Securities and Exchange Commission (the SEC) on April 7, 1998, which registered the offer and sale of 5,500,000 shares of the Registrants common stock issuable pursuant to the Mentor Graphics Corporation 1986 Stock Plan. |
The Registrant is filing this Post-Effective Amendment to the Registration Statement to withdraw and remove any unissued and unsold securities issuable by the Registrant pursuant to the above-referenced Registration Statement.
On March 30, 2017, pursuant to the Agreement and Plan of Merger, dated as of November 12, 2016 (the Agreement), by and between the Registrant, Siemens Industry, Inc., a Delaware corporation (Parent), and Meadowlark Subsidiary Corporation, an Oregon Corporation and wholly-owned subsidiary of Parent (Merger Subsidiary), Merger Subsidiary merged with and into the Registrant, with the Registrant continuing as the surviving corporation.
As a result of the consummation of the transactions contemplated by the Agreement, the Registrant has terminated all offerings of its securities pursuant to the above-referenced Registration Statement. In accordance with an undertaking made by the Registrant in Part II of the Registration Statement to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance that remain unsold at the termination of the offering, the Registrant hereby removes and withdraws from registration all such securities of the Registrant registered under the Registration Statement that remain unsold as of the date this Post-Effective Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilsonville, State of Oregon, on March 30, 2017. No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.
MENTOR GRAPHICS CORPORATION | ||
By: | /s/ Dean Freed | |
Dean Freed | ||
Vice President and General Counsel | ||
By: | /s/ Richard Trebing | |
Richard Trebing | ||
Vice President, Finance and Chief Accounting Officer |