Mentor Graphics Corp · SC 13D · Microtec Research Inc/DE · On 1/19/96

Filed On 1/19/96   ·   SEC File 5-44677   ·   Accession Number 891618-96-17

General Statement of Beneficial Ownership   ·   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              8     32K 

Document Table of Contents

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                                                       -------------------------
                                                        OMB APPROVAL
                                                       -------------------------
                         UNITED STATES                  OMB Number 3235-0145
                 SECURITIES AND EXCHANGE COMMISSION    Expires: October 31, 1994
                      WASHINGTON, D.C. 20549          Estimated average burden
                                                       hours per form......14.90
                                                       -------------------------

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934 

MICROTEC RESEARCH, INC. 
(Name of Issuer)

COMMON STOCK
(Title of Class of Securities)

587200106 
(CUSIP Number)

DEAN FREED
VICE PRESIDENT, GENERAL COUNSEL & SECRETARY 
MENTOR GRAPHICS CORPORATION 
8005 S.W. BOECKMAN ROAD 
WILSONVILLE, OREGON 97070-7777 (503) 685-7000 
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

OCTOBER 9, 1995 
(Date of Event which Requires Filing of this Statement) 

If the filing person has previously filed a statement on Schedule 13G to report 
the acquisition which is the subject of this Schedule 13D, and if filing this   
schedule because of Rule 13d-1(b)(3) or (4), check the following box  / /.      

Check the following box if a fee is being paid with the statement  / /. (A fee  
is not required only if the reporting person: (1) has a previous statement on   
file reporting beneficial ownership of more than five percent of the class of   
securities described in Item 1; and (2) has filed no amendment subsequent       
thereto reporting beneficial ownership of five percent or less of such class.)  
(See Rule 13d-7.)                                                               

NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be    
sent.                                                                           

*The remainder of this cover page shall be filled out for a reporting person's  
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter           
disclosures provided in a prior cover page.                                     

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of   
1934 ("Act") or otherwise subject to the liabilities of that section of the Act 
but shall be subject to all other provisions of the Act (however, see the       
Notes).                                                                         

PAGE 1 OF 8 PAGES 
EXHIBIT INDEX ON PAGE 8 

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SCHEDULE 13D

---------------------------                     ------------------------------- 
CUSIP NO.   587200106                             PAGE 2 OF 8 PAGES             
---------------------------                     ------------------------------- 

------------------------------------------------------------------------------- 
1     NAME OF REPORTING PERSON                                                  
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                   

MENTOR GRAPHICS CORPORATION                                         
93-0786033                                                          

------------------------------------------------------------------------------- 
2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a)  / /            
                                                (b)  / /
------------------------------------------------------------------------------- 
3     SEC USE ONLY                                                              

------------------------------------------------------------------------------- 
4     SOURCE OF FUNDS*                                                          

OO                                                                  
------------------------------------------------------------------------------- 
5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO      
ITEMS 2(d) or 2(e)                                        / /     

------------------------------------------------------------------------------- 
6     CITIZENSHIP OR PLACE OF ORGANIZATION                                      

OREGON                                                              
------------------------------------------------------------------------------- 
7    SOLE VOTING POWER                      

0                                 
                 -------------------------------------------------------------
NUMBER OF       8    SHARED VOTING POWER                                    
SHARES                                                                    
BENEFICIALLY           4,248,334                                                
 OWNED BY        -------------------------------------------------------------
EACH          9    SOLE DISPOSITIVE POWER                               
REPORTING                                                                     
PERSON              0                                                     
   WITH          -------------------------------------------------------------
10   SHARED DISPOSITIVE POWER               

0                                 
------------------------------------------------------------------------------- 
11    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON              

4,248,334                                                           
------------------------------------------------------------------------------- 
12    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    

/ /                                                                 
------------------------------------------------------------------------------- 
13    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                        

47.57%                                                              
------------------------------------------------------------------------------- 
14    TYPE OF REPORTING PERSON*                                                 

C0                                                                  
------------------------------------------------------------------------------  

*SEE INSTRUCTIONS BEFORE FILLING OUT! 
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.

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                                                               PAGE 3 OF 8 PAGES

ITEM 1.  SECURITY AND ISSUER                                                    

 This statement relates to certain voting rights held by the reporting
      person with respect to certain shares of common stock, par value $.001 per
share (the "Microtec Common Stock"), of Microtec Research, Inc., a  
    Delaware corporation ("Microtec"). The executive offices of Microtec are
     located at 2350 Mission College Boulevard, Santa Clara, California 95054.

   Mentor Graphics and Microtec have entered into an Agreement and Plan of
Merger dated as of October 9, 1995, as amended November 6, 1995 (the
  "Merger Agreement") pursuant to which M Acquisition Sub, Inc. ("Merger
    Sub") would be merged with and into Microtec and Microtec would become a
wholly owned subsidiary of Mentor Graphics (the "Merger").          

In connection therewith, Mentor Graphics has entered into a voting  
agreement with Jerry Kirk, Chairman of the Board and Chief Executive
    Officer of Microtec (the "Voting Agreement"), pursuant to which Mr. Kirk
has agreed to vote his 4,248,334 shares of Microtec Common Stock    
    (approximately 48% of the outstanding Microtec Common Stock) in favor of
the Merger Agreement and the Merger. Under the terms of the Voting  
      Agreement, Mr. Kirk has given Mentor Graphics a proxy to vote these shares
in favor of the Merger Agreement and the Merger.                    

ITEM 2.  IDENTITY AND BACKGROUND                                                

   This statement is being filed by Mentor Graphics Corporation, an Oregon
corporation ("Mentor Graphics"). Mentor Graphics is a supplier of   
 electronic design automation systems. The address of Mentor Graphics'
   principal business and principal executive office is 8005 S.W. Boeckman
Road, Wilsonville, Oregon 97070-7777.                               

    Mentor Graphics has not, during the last five years, been convicted in a
  criminal proceeding nor has it been a party to a civil proceeding of a
     judicial or administrative body of competent jurisdiction in which it was
    subject to a judgment, decree or final order enjoining future violations
   of, or prohibiting or mandating activities subject to, Federal or state
securities laws or finding any violation with respect to such laws. 

   The following information is provided with respect to the directors and
   executive officers of Mentor Graphics as of the date of this statement:

 Name                               Principal Occupation or Employment
 ----                               ----------------------------------
Mentor Graphics Directors:                                          

 Jon A. Shirley                     Chairman of the Board of Directors
                                      of Mentor Graphics; private investor

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    Walden C. Rhines         President, Chief Executive Officer and Director
of Mentor Graphics

    Marsha B. Congdon        Vice President, Policy and Strategy of US West,
Inc.              

    James R. Fiebiger        Chairman of the Board of Directors and Managing
                        Director of Thunderbird Technologies, Inc.

  Fontaine K. Richardson   General Partner of Eastech Management Company

Mentor Graphics Executive Officers:                                 

Jon A. Shirley           Chairman of the Board of Directors         

    Walden C. Rhines         President, Chief Executive Officer and Director

      R. Douglas Norby         Senior Vice President and Chief Financial Officer

    Frank S. Delia           Vice President and Chief Administrative Officer

  Dean Freed               Vice President, General Counsel and Secretary

      James J. Luttenbacher    Corporate Controller and Chief Accounting Officer

     The business address of each of the individuals named above is in care of
 Mentor Graphics Corporation, 8005 S.W. Boeckman Road, Wilsonville, OR
 97070-7777. To the knowledge of Mentor Graphics, during the last five
      years none of the individuals named above has been convicted in a criminal
     proceeding nor has it been a party to a civil proceeding of a judicial or
      administrative body of competent jurisdiction in which it was subject to a
judgment, decree or final order enjoining future violations of, or  
prohibiting or mandating activities subject to, Federal or state    
securities laws or finding any violation with respect to such laws. 

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                      

To date, Mentor Graphics has not directly purchased any shares of   
    Microtec. The Merger Agreement contemplates Mentor Graphics' acquisition
      of all outstanding shares of Microtec, including the 4,248,334 shares held
 by Mr. Kirk. The Merger Agreement provides for each share of Microtec
     Common Stock to be exchanged for 0.6930693 shares of the common stock, no
par value, of Mentor Graphics.                                      

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ITEM 4.  PURPOSE OF TRANSACTION                                                 

  As described above, Mentor Graphics has acquired certain voting rights
   with respect to certain shares of Microtec Common Stock pursuant to the
      Voting Agreement. The Voting Agreement was entered into in connection with
     the Merger Agreement, which provides that Merger Sub would be merged with
    and into Microtec and Microtec would become a wholly owned subsidiary of
Mentor Graphics.                                                    

 The Voting Agreement provides that Jerry Kirk will vote his 4,248,334
 shares of Microtec Common Stock (approximately 48% of the outstanding
   Microtec Common Stock) in favor of the Merger Agreement and the Merger.
     Under the Voting Agreement, Mr. Kirk has given Mentor Graphics a proxy to
vote these shares in favor of the Merger Agreement and the Merger.  

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER                                   

   (a)      As of the date of filing this statement, Mentor Graphics holds
       certain voting rights with respect to 4,248,334 shares of
        Microtec Common Stock of which Jerry Kirk is the holder of
              record, which represents approximately 47.57% of the outstanding
               shares of Microtec Common Stock (based on the 8,929,625 shares of
             Common Stock indicated to be outstanding on December 29, 1995).
               Mentor Graphics hereby expressly declares that the filing of this
          statement shall not be construed as an admission that Mentor
Graphics is the beneficial owner of such shares.  

              To the knowledge of Mentor Graphics, as of the date of this Form
        13D, none of the executive officers or directors of Mentor
    Graphics beneficially owns any securities of Microtec.

(b)      Jerry Kirk has sole power to vote the 4,248,334 shares with
      respect to all matters except for approval of the Merger
             Agreement and the Merger.  Under the Voting Agreement, Mr. Kirk
             has given Mentor Graphics a proxy to vote these shares in favor
        of the Merger Agreement and the Merger.  Mr. Kirk has sole
     dispositive power with respect to all 4,248,334 shares.

(c)      Since October 9, 1995, Mentor Graphics has not effected any
transactions related to the Microtec Common Stock.

(d)      Not applicable.                                            

(e)      Not applicable.                                            

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                                                               PAGE 6 OF 8 PAGES

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT  
TO SECURITIES OF THE ISSUER.                                  

 There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among Mentor Graphics, Jerry Kirk and any other
person with respect to any securities of Microtec except that:      

   (a)      Mentor Graphics, Jerry Kirk and Microtec have entered into the
           Voting Agreement which provides that Jerry Kirk will vote his
             4,248,334 shares of Microtec Common Stock (approximately 48% of
           the outstanding Microtec Common Stock) in favor of the Merger
            Agreement and the Merger. Under the Voting Agreement, Mr. Kirk
             has given Mentor Graphics a proxy to vote these shares in favor
of the Merger Agreement and the Merger.           

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS                                       

 *(a)      Agreement and Plan of Merger, dated as of October 9, 1995, as
            amended November 6, 1995, among Mentor Graphics Corporation, M
Acquisition Sub, Inc. and Microtec Research, Inc. 

   **(b)      Voting Agreement, dated October 9, 1995, between Mentor Graphics
  Corporation, Microtec Research, Inc. and Jerry Kirk.

------------------------                                                        
 * Incorporated by Reference to Amendment No. 1 to the Registration Statement on
Form S-4 (Registration No. 33-63733) of Mentor Graphics Corporation, filed
with the Commission on December 6, 1995.                                  

** Incorporated by Reference to the Registration Statement on Form S-4          
(Registration No. 33-63733) of Mentor Graphics Corporation, filed with the
Commission on October 27, 1995.                                           

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                                                               PAGE 7 OF 8 PAGES

SIGNATURE 

       After reasonable inquiry and to the best of its knowledge and belief, I
certify that the information set forth in this statement is true, complete and  
correct.                                                                        

Date:  January 18, 1996                       MENTOR GRAPHICS CORPORATION       

                                  By:     /s/ Dean Freed

                                           Title:  Vice President, General
                                                 Counsel and Secretary

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                                                               PAGE 8 OF 8 PAGES

EXHIBIT INDEX 

                                                                · Download Table

                                                                SEQUENTIALLY
                                                                  NUMBERED  
         DESCRIPTION                                                PAGE    
         -----------                                            ------------
                                                                            
 *(a)    Agreement and Plan of Merger, dated as of                          
         October 9, 1995, as amended November 6,                            
         1995, among Mentor Graphics Corporation,                           
         M Acquisition Sub, Inc. and Microtec                               
         Research, Inc.                                             N/A     

**(b)    Voting Agreement, dated October 9, 1995,                           
         between Mentor Graphics Corporation,                               
         Microtec Research, Inc. and Jerry Kirk.                    N/A     

------------------------                                                        
 * Incorporated by Reference to Amendment No. 1 to the Registration Statement on
Form S-4 (Registration No. 33-63733) of Mentor Graphics Corporation, filed
with the Commission on December 6, 1995.                                  

** Incorporated by Reference to the Registration Statement on Form S-4          
(Registration No. 33-63733) of Mentor Graphics Corporation, filed with the
Commission on October 27, 1995.                                           

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This SC 13D Filing		Date		First		Last			Other Filings
		10/31/94		1
		10/9/95		1		8			8-K
		10/27/95		6		8			8-K, S-4
		11/6/95		3		8
		12/6/95		6		8			S-4/A
		12/29/95		5
		1/18/96		7					S-3
Filed On / Filed As Of		1/19/96
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