General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 13D General Statement of Beneficial Ownership 15 64K
2: EX-1 Underwriting Agreement 1 8K
3: EX-2 Plan of Acquisition, Reorganization, Arrangement, 60 249K
Liquidation or Succession
4: EX-3 Articles of Incorporation/Organization or By-Laws 14 54K
5: EX-4 Instrument Defining the Rights of Security Holders 13 48K
6: EX-5 Opinion re: Legality 2 14K
7: EX-6 Opinion re: Discount on Capital Shares 3 20K
8: EX-7 Opinion re: Liquidation Preference 54 289K
9: EX-8 Opinion re: Tax Matters 10 56K
10: EX-9 Voting Trust Agreement 3 15K
11: EX-10 Material Contract 2 16K
12: EX-11 Statement re: Computation of Earnings Per Share 3 17K
13: EX-12 Statement re: Computation of Ratios 4± 21K
14: EX-13 Annual or Quarterly Report to Security Holders 3 16K
15: EX-14 Material Foreign Patent 4 26K
16: EX-15 Letter re: Unaudited Interim Financial Information 77 304K
17: EX-16 Letter re: Change in Certifying Accountant 3 14K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENT FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. ___)(1)
INNOVEDA, INC.
----------------
(Name of Issuer)
Common Stock, par value $0.01 per share
---------------------------------------
(Title of Class of Securities)
45769F102
--------------
(CUSIP Number)
Mentor Graphics Corporation and Indiana Merger Corporation
8005 SW Boeckman Road
Wilsonville, OR 97070
Attention: General Counsel
(503) 685-1200
with a copy to:
Christopher L. Kaufman, Esq.
Latham & Watkins
135 Commonwealth Drive
Menlo Park, CA 94025
(650) 328-4600
----------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 23, 2002
-------------------------------------------------------
(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 is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of this schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
-----------
(1) 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 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)
--------------------- ---------------------
CUSIP No. 45769F102 13D Page 2 of 10 Pages
--------------------- ---------------------
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mentor Graphics Corporation
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
--------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
--------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oregon
--------- ----------------------------------------------------------------------
7 SOLE VOTING POWER
0*
---------- ----------------------------------------
NUMBER OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING PERSON 15,558,482*
WITH ---------- ----------------------------------------
9 SOLE DISPOSITIVE POWER
15,633,687*
---------- ----------------------------------------
10 SHARED DISPOSITIVE POWER
0*
--------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,633,687*
--------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39%*
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------- ----------------------------------------------------------------------
*See Item 5 herein.
--------------------- ---------------------
CUSIP No. 45769F102 13D Page 3 of 10 Pages
--------------------- ---------------------
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Indiana Merger Corporation
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
--------- ----------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
--------- ----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------- ----------------------------------------------------------------------
7 SOLE VOTING POWER
0*
---------- ----------------------------------------
NUMBER OF SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH
REPORTING PERSON 15,558,482*
WITH ---------- ----------------------------------------
9 SOLE DISPOSITIVE POWER
0*
---------- ----------------------------------------
10 SHARED DISPOSITIVE POWER
0*
--------- ----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,558,482*
--------- ----------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
--------- ----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.8%*
--------- ----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
--------- ----------------------------------------------------------------------
*See Item 5 herein.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the shares of common stock, $0.01 par
value per share (each a "Share" and collectively, the "Shares") of Innoveda,
Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive
offices are located at 293 Boston Post Road West, Marlboro, Massachusetts 01752.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) and (f). This statement is filed by Mentor Graphics
Corporation, an Oregon corporation ("Mentor"), and Indiana Merger Corporation, a
Delaware corporation and a wholly-owned subsidiary of Mentor ("Purchaser" and,
together with Mentor, the "Reporting Person"). Mentor and Purchaser are filing
this statement jointly pursuant to a Joint Filing Agreement attached hereto as
Exhibit 1. The principal executive and business office of Mentor and Purchaser
is located at 8005 SW Boeckman Road, Wilsonville, Oregon 97070.
Mentor's principal business is the manufacture, marketing and
support of software and hardware electronic design automation products and
embedded systems software products and the provision of related services which
enable engineers to design, analyze, simulate, model, implement and verify the
components of electronic systems. Purchaser is a recently incorporated Delaware
corporation organized solely to carry out certain transactions in connection
with the Offer and the Merger (as defined herein).
Information as to each of the executive officers and directors of
Mentor is set forth on Annex A hereto. Information as to each of the executive
officers and directors of Purchaser is set forth on Annex B hereto. Each of such
persons on Annex A and Annex B is a citizen of the United States other than Sir
Peter Bonfield, a director of Mentor, who is a citizen of the United Kingdom.
(d) During the last five years, neither the Reporting Person nor,
to the best of the Reporting Person's knowledge, any of the individuals named in
Annex A or Annex B hereto, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the last five years, neither the Reporting Person nor,
to the best of the Reporting Person's knowledge, any of the individuals named in
Annex A or Annex B hereto, has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is 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.
See Item 4 below.
Beneficial ownership of the Shares which are the subject of this
Schedule 13D may be deemed to have been acquired through the execution of Tender
and Stockholder Support Agreements, each dated as of April 23, 2002, among
Mentor, Purchaser and certain stockholders of the Issuer (the "Support
Agreements"), forms of which are attached hereto as Exhibit 3 and
4
Exhibit 4 and incorporated herein by reference. The Reporting Person has not
paid to any of the stockholders party to the Support Agreements any funds in
connection with the execution of the Support Agreements. The Support Agreements
were entered into to induce Mentor and Purchaser to enter into, and in
consideration for their entering into, the Merger Agreement (as defined below).
ITEM 4. PURPOSE OF TRANSACTION.
This Schedule 13D relates to the tender offer (the "Offer") being
made by Purchaser to purchase all of the outstanding Shares of the Issuer at a
price of $3.95 per Share net to the sellers in cash (subject to applicable
withholding taxes), without interest (the "Offer Consideration"), upon the terms
and subject to the conditions set forth in the Agreement and Plan of Merger
dated as of April 23, 2002 by and among Mentor, Purchaser and the Issuer (the
"Merger Agreement"), a copy of which is attached hereto as Exhibit 2 and
incorporated herein by reference. Pursuant to the Merger Agreement, Mentor and
Purchaser commenced the Offer on April 30, 2002, upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated April 23, 2002 (the
"Offer to Purchase"), a copy of which is attached hereto as Exhibit 7 and
incorporated herein by reference, and in the related Letter of Transmittal, a
copy of which is attached hereto as Exhibit 8 and incorporated herein by
reference. As soon as practicable after the purchase of Shares pursuant to the
Offer and the satisfaction of the other conditions set forth in the Merger
Agreement and in accordance with the relevant provisions of the Delaware General
Corporation Law, Purchaser will be merged with and into the Issuer (the
"Merger") with the Issuer being the surviving corporation in the Merger.
Following consummation of the Merger, the Issuer will continue as the surviving
corporation and will become a wholly-owned subsidiary of Mentor.
(a)-(g), (j) The information set forth in the Introduction,
Section 11 ("Background of the Offer"), Section 12 ("The Merger Agreement; Other
Arrangements") and Section 12 ("Purpose and Structure of the Offer; Plans for
the Company; Appraisal Rights") of the Offer to Purchase is incorporated herein
by reference.
(h)-(i) The information set forth in Section 14 ("Effect of the
Offer on the Market for the Shares; Nasdaq Listing; Registration under the
Exchange Act") of the Offer to Purchase is incorporated herein by reference.
Except as described herein, the Reporting Person has no present
plan or proposal which relates to, or could result in, any of the events
referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D.
However, the Reporting Person will continue to review the business of the Issuer
and may in the future propose that the Issuer take one or more of such actions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) - (c)
Pursuant to the Support Agreements, upon the terms set forth
therein, the Significant Stockholders have agreed to tender (and not withdraw)
pursuant to the Offer an aggregate of 15,633,687 Shares, representing 39% of the
issued and outstanding common stock
5
of the Issuer. In addition, six of the Significant Stockholders have agreed to
vote an aggregate of 15,558,482 Shares, representing 38.8% of the issued and
outstanding common stock of the Issuer, in favor of the Merger and the Merger
Agreement and against any acquisition proposal other than the Merger and have
granted Mentor and certain officers of Mentor an irrevocable proxy to vote such
Shares in favor of the transactions contemplated by the Merger Agreement. No
vote of the stockholders of the Issuer is expected under the terms of the Merger
Agreement until after the acceptance for payment of the Shares in the Offer. In
addition, pursuant to the Support Agreements, each Significant Stockholder has
granted to Mentor an irrevocable option (the "Option") to purchase such
Significant Stockholder's Shares for an amount equal to $3.95 per Share. The
Option may be exercised by Mentor, as a whole and not in part, during the period
beginning upon the occurrence of certain events described in the Support
Agreements and ending on the date which is the 45th calendar day following the
termination of the Merger Agreement.
The stockholders who are party to the Support Agreements
(collectively, the "Significant Stockholders") and their principal addresses are
as follows:
- William Herman, c/o Innoveda, Inc., 293 Boston Post Road West,
Marlboro, MA 01752
- Richard Lucier, c/o Innoveda, Inc., 293 Boston Post Road West,
Marlboro, MA 01752
- Kevin O'Brien, c/o Innoveda, Inc., 293 Boston Post Road West,
Marlboro, MA 01752
- Peter Johnson, c/o Innoveda, Inc., 293 Boston Post Road West,
Marlboro, MA 01752
- Kyoden Company Limited, 30-13 Motoyoyogi, Shibuya-Ku, Tokyo, Japan
- DLJ Capital Corporation, c/o The Sprout Group, 300 Sand Hill Road,
Building 3, Suite 170, Menlo Park, CA 94025
- DLJ ESC II, L.P., c/o The Sprout Group, 300 Sand Hill Road, Building
3, Suite 170, Menlo Park, CA 94025
- William Botts, c/o Innoveda, Inc., 293 Boston Post Road West,
Marlboro, MA 01752
- Keith Geeslin, c/o The Sprout Group, 300 Sand Hill Road, Building 3,
Suite 170, Menlo Park, CA 94025
- Lorne Cooper, c/o Innoveda, Inc., 293 Boston Post Road West, Marlboro,
MA 01752
- Steven Erwin, c/o Innoveda, Inc., 293 Boston Post Road West, Marlboro,
MA 01752
6
- Hiroshi Hashimoto, c/o Kyoden Company Limited, 30-13 Motoyoyogi,
Shibuya -- Ku, Tokyo, Japan
- Paula Cassidy, c/o Innoveda, Inc., 293 Boston Post Road West,
Marlboro, MA 01752
The information set forth above with respect to the named
Significant Stockholders is as set forth in the documents and reports publicly
filed by the Issuer with the Securities and Exchange Commission and such
information is qualified in its entirety by reference to such documents and
reports. No other information relating to such Significant Stockholders was made
available to Mentor or Purchaser.
During the last five years, to the best knowledge of the
Reporting Person, none of the Significant Stockholders has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is 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.
Except as described above, neither the Reporting Person nor, to
the best of the Reporting Person's knowledge, any of the persons listed in
Schedule I hereto, (i) beneficially owns or has any right to acquire, directly
or indirectly, any equity securities of the Issuer or (ii) effected any
transaction in such equity securities during the past 60 days.
(d) To the best knowledge of the Reporting Person, no other
person has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Shares.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On October 5, 2001, Mentor entered into a non-disclosure
agreement related to certain confidential information provided by the Issuer to
Mentor in connection with a possible acquisition or other business combination
of the Issuer by Mentor. A copy of the non-disclosure agreement is attached
hereto as Exhibit 5 and incorporated herein by reference.
On March 25, 2002, Mentor and the Issuer entered into an
exclusivity and confidentiality agreement related to confidential information
concerning the Issuer and/or Mentor and discussions or negotiations with respect
to the sale of all or any portion of the Issuer. A copy of the exclusivity and
confidentiality agreement is attached hereto as Exhibit 6 and incorporated
herein by reference.
As described in the response to Item 5 of this Schedule 13D,
pursuant to the terms of the Support Agreements, the stockholders party thereto
have, among other things, agreed to tender (and not withdraw) pursuant to the
Offer an aggregate of 15,633,687 Shares, representing
7
39% of the issued and outstanding common stock of the Issuer. In addition,
certain stockholders party to the Support Agreements have agreed to vote an
aggregate of 15,558,482 Shares, representing 38.8% of the issued and outstanding
common stock of the Issuer, in favor of the Merger and the Merger Agreement and
against any acquisition proposal other than the Merger and have granted Mentor
and certain officers of Mentor an irrevocable proxy to vote such Shares in favor
of the transactions contemplated by the Merger Agreement. In addition, pursuant
to the Support Agreements, each Significant Stockholder has granted to Mentor
the Option. The Option may be exercised by Mentor, as a whole and not in part,
during the period beginning upon the occurrence of certain events described in
the Support Agreements and ending on the date which is the 45th calendar day
following the termination of the Merger Agreement.
Except for the Merger Agreement, the Support Agreements and as
described above, neither the Reporting Person nor, to the best of the Reporting
Person's knowledge, any of the persons listed in Schedule I hereto, have any
contracts, arrangements, understandings or relationships with any other person
with respect to any securities of the Issuer (including, but not limited to, any
contract, arrangement, understanding or relationship concerning the transfer or
the voting of any such securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss
or the giving or withholding of proxies).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
[Download Table]
Exhibit 1 Joint Filing Agreement.
Exhibit 2 Agreement and Plan of Merger, dated as of April 23,
2002, by and among Mentor, Purchaser and the Issuer.
Exhibit 3 Form of Tender and Stockholder Support Agreement dated
as of April 23, 2002 by and among Mentor, Purchaser, and
each of William Herman, Richard Lucier, Kevin O'Brien,
Peter Johnson, Kyoden Company Limited, DLJ Capital
Corporation and DLJ ESC II, L.P.
Exhibit 4 Form of Tender and Stockholder Support Agreement dated
as of April 23, 2002 by and among Mentor, Purchaser, and
each of William Botts, Keith Geeslin, Lorne Cooper, Steven
Erwin, Hiroshi Hashimoto and Paula Cassidy.
Exhibit 5 Mutual Non-Disclosure Agreement dated as of October 5,
2001, between Mentor and the Issuer.
Exhibit 6 Exclusivity and Confidentiality Agreement dated as of
March 25, 2002, between Mentor and the Issuer.
Exhibit 7 Offer to Purchase dated April 30, 2002.
Exhibit 8 Letter of Transmittal.
Exhibit 9 Notice of Guaranteed Delivery.
8
[Download Table]
Exhibit 10 Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
Exhibit 11 Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
Exhibit 12 Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
Exhibit 13 Joint Press Release dated April 23, 2002.
Exhibit 14 Summary Advertisement, published April 30, 2002.
Exhibit 15 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.
Exhibit 16 Promissory Note dated April 23, 2002, executed by
Mentor Graphics Corporation in favor of Bank of America,
N.A.
9
SIGNATURE
After reasonable 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
Date: April 30, 2002
INDIANA MERGER CORPORATION
By: /s/ Gregory K. Hinckley
---------------------------------
Name: Gregory K. Hinckley
Title: Chief Financial Officer and
Secretary
Date: April 30, 2002
10
ANNEX A
DIRECTORS AND EXECUTIVE OFFICERS OF MENTOR GRAPHICS CORPORATION
The following tables set forth the name, present principal
occupation or employment and material occupations, positions, offices or
employments for the past five years for each member of the Board of Directors
and each executive officer of Mentor. Unless indicated otherwise, each person is
a citizen of the United States with a principal business address at 8005 SW
Boeckman Road Wilsonville, Oregon 97070.
Directors
WALDEN C. RHINES: Chairman of the Board and Chief Executive
Officer of Mentor since 2000; President and Chief Executive Officer of Mentor
from 1993 to 2000; director of Triquint Semiconductor, Inc. and Cirrus Logic,
Inc. (both are manufacturers of semiconductors).
SIR PETER BONFIELD, CBE, FRENG: Chief Executive Officer and
Chairman of the Executive Committee of British Telecommunications from 1996 to
January 2002; Chairman and Chief Executive Officer of ICL, plc (a computer and
IT services company) from 1985 to 1996; vice-president of the British Quality
Foundation; director of AstraZeneca Group plc; member of the International
Advisory Board of Solomon Smith Barney/Citigroup, the Steering Group of the
European Round Table, the EU-Japan Business Dialog Round Table, and the
International Advisory Panel of the University of London; citizen of the United
Kingdom of Great Britain and Northern Ireland.
MARSHA B. CONGDON: Private investor since 1997; Vice President,
Policy and Strategy, of US West Inc. (a provider of communications services)
from 1995 to 1997.
JAMES R. FIEBIGER: Chairman of the Board and Chief Executive
Officer of Lovoltech Inc. (a semiconductor company) since 1999; Vice Chairman
and Managing Director of Technology Licensing of Gatefield Corporation (a
semiconductor company) from 1998 to 2000; President and Chief Executive Officer
of Gatefield Corporation from 1996 to 1998; Chairman of the Board and Managing
Director of Thunderbird Technologies, Inc. (a technology licensing company) from
1992 to 1997; Chairman of the Board of Directors of Thunderbird Technologies,
Inc.; director of QLogic Corporation (a developer of semiconductor and
board-level products) and Actel Corporation (a developer of field programmable
gate arrays).
GREGORY K. HINCKLEY: President of Mentor since 2000; Executive
Vice President, Chief Operating Officer and Chief Financial Officer of Mentor
from 1997 to 2000; Senior Vice President and Vice President of VLSI Technology,
Inc. (a semiconductor company) from 1992 to 1997; director of Amkor Technology
(a provider of semiconductor packaging and test services).
DAVID A. HODGES: Professor of Electrical Engineering and Computer
Sciences at the University of California at Berkeley (UC Berkeley) since 1970;
Dean of College of Engineering at UC Berkeley from 1990-1996; director of
Silicon Image, Inc. (a semiconductor company).
A-1
KEVIN C. MCDONOUGH: President and Chief Executive Officer of
ChipData, Inc. (an internet service company) since 1999; Vice President and
General Manager of National Semiconductor Corporation (a manufacturer of
electronic components) from 1997 to 1999; Senior Vice President of Engineering
of Cyrix Corporation (a manufacturer of microprocessors) from 1989 to 1997.
FONTAINE K. RICHARDSON: Private investor since 2000; General
Partner of Eastech III and Vice President of Eastech Management Company
(affiliated private venture capital firms) from 1983 to 2000; director of
ePresence, Inc. (an Internet services provider).
Executive Officers
WALDEN C. RHINES: Dr. Rhines has served as Chairman of the Board
and Chief Executive Officer since November 2000. Dr. Rhines served as Director,
President and Chief Executive Officer of Mentor from October 1993 to October
2000. Dr. Rhines is currently a director of Cirrus Logic, Inc., and Triquint
Semiconductor, Inc., both semiconductor manufacturers.
GREGORY K. HINCKLEY: Mr. Hinckley has served as President since
November 2000. Mr. Hinckley served as Executive Vice President, Chief Operating
Officer and Chief Financial Officer of Mentor from January 1997 to October 2000.
From November 1995 until December 1996, he held the position of Senior Vice
President with VLSI Technology, Inc. (VLSI), a manufacturer of complex ASICs.
Mr. Hinckley is a director of Amkor Technology, Inc., an IC packaging, assembly
and test services company.
L. DON MAULSBY: Mr. Maulsby has served as Senior Vice President,
World Trade since October 1999. From June 1998 to October 1999, he was president
of Tri-Tech and Associates, a manufacturer's representative firm. From June 1997
to June 1998 he was Vice President of World Wide Sales and Marketing for
Interphase Corporation, a manufacturer of high performance network and mass
storage products. From April 1988 to December 1997, he was employed by VLSI
Technology, Inc. where his duties included Vice President Worldwide Sales and
Vice President and General Manager of its Computing Division.
ANTHONY B. ADRIAN: Mr. Adrian has served as Vice President,
Corporate Controller since joining Mentor in January 1998. From August to
December of 1997, he held the position of Vice President and Acting Controller
for Wickland Oil Company, a petroleum marketing and distribution company. From
January 1996 to August 1997, Mr. Adrian served as Managing Director of Wickland
Terminals in Australia. From November 1992 to January 1996, Mr. Adrian served as
Vice President and Controller of Wickland Oil.
JUE-HSIEN CHERN: Dr. Chern has served as Vice President and
General Manager of Mentor's Deep Submicron (DSM) Division since joining Mentor
in January 2000. From 1994 to 1998, Dr. Chern served as Vice President and Chief
Technology Officer for Technology Modeling Associates. In 1998 Technology
Modeling Associates merged with Avant! Corporation and Dr. Chern became head of
Avant!'s DSM Business Unit. From August 1999 to December 1999, Dr. Chern was
President of Ultima Corporation.
A-2
BRIAN DERRICK: Mr. Derrick has served as Vice President and
General Manager of Mentor's Physical Verification (PVX) Division since November
2000. From March 1998 to November 2000, he was the Director of Mentor's Calibre
and Velocity Strategic Business Unit. From January 1997 to March 1998, he was
marketing manager for Mentor's Calibre Business Unit. Mr. Derrick was employed
by Allied Signal Corporation from 1988 to 1997, where his duties included
marketing manager. He has been with Mentor since 1997.
DEAN FREED: Mr. Freed has served as Secretary of Purchaser since
April 2002. Mr. Freed has also served as Vice President, General Counsel and
Secretary of Mentor since July 1995. Mr. Freed served as Deputy General Counsel
and Assistant Secretary of Mentor from April 1994 to July 1995. He has been
employed by Mentor since January 1989.
HENRY POTTS: Mr. Potts has served as Vice President and General
Manager of the Systems Design Division (SDD) since joining Mentor in April 1999.
From 1997 to 1998, Mr. Potts was Vice President of Engineering for Hitachi Micro
Systems, a semiconductor research and development company. From 1994 to 1997, he
was employed by Motorola Semiconductor where his duties included leading the
development activities for Advanced Signal Processor Silicon and software
products.
ANNE (WAGNER) SANQUINI: Ms. Sanquini has served as Vice President
and General Manager of the Hardware Description Language (HDL) Design Division
since April 1999. From June 1998 to April 1999, Ms. Sanquini served as Vice
President, Marketing for Mentor. From 1996 to 1998, Ms. Sanquini was Vice
President of Corporate Marketing for the SunSoft operating company of Sun
Microsystems, Inc. Ms. Sanquini has been with Mentor since June 1998.
DENNIS WELDON: Mr. Weldon has served as Treasurer and Director of
Corporate Business Development since February 1996. Mr. Weldon served as
Director of Business Development from June 1994 to January 1996. Mr. Weldon has
been employed by Mentor since July 1988.
A-3
ANNEX B
DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER
The following tables set forth the name, present principal
occupation or employment and material occupations, positions, offices or
employments for the past five years for each member of the Board of Directors
and each executive officer of Purchaser. Unless indicated otherwise, each person
is a citizen of the United States with a principal business address at 8005 SW
Boeckman Road Wilsonville, Oregon 97070.
Directors and Executive Officers
WALDEN C. RHINES: Dr. Rhines has served as Chairman of the Board,
President and Chief Executive Officer of Purchaser since April 2002. Dr. Rhines
is currently a director of Mentor, as well as Triquint Semiconductor, Inc. and
Cirrus Logic, Inc., both manufacturers of semiconductors.
GREGORY K. HINCKLEY: Mr. Hinckley has served as Director and
Chief Financial Officer of Purchaser since April 2002. Mr. Hinckley also has
served as Executive Vice President, Chief Operating Officer and Chief Financial
Officer of Mentor from January 1997 to October 2000. From November 1995 until
December 1996, he held the position of Senior Vice President with VLSI
Technology, Inc. (VLSI), a manufacturer of complex ASICs. Mr. Hinckley is a
director of Amkor Technology, Inc., an IC packaging, assembly and test services
company.
DEAN FREED: Mr. Freed has served as Secretary of Purchaser since
April 2002. Mr. Freed has also served as Vice President, General Counsel and
Secretary of Mentor since July 1995. Mr. Freed served as Deputy General Counsel
and Assistant Secretary of Mentor from April 1994 to July 1995. He has been
employed by Mentor since January 1989.
B-1
EXHIBIT INDEX
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Exhibit 1 Joint Filing Agreement.
Exhibit 2 Agreement and Plan of Merger, dated as of April 23,
2002, by and among Mentor, Purchaser and the Issuer.
Exhibit 3 Form of Tender and Stockholder Support Agreement dated
as of April 23, 2002 by and among Mentor, Purchaser, and
each of William Herman, Richard Lucier, Kevin O'Brien,
Peter Johnson, Kyoden Company Limited, DLJ Capital
Corporation and DLJ ESC II, L.P.
Exhibit 4 Form of Tender and Stockholder Support Agreement dated
as of April 23, 2002 by and among Mentor, Purchaser, and
each of William Botts, Keith Geeslin, Lorne Cooper, Steven
Erwin, Hiroshi Hashimoto and Paula Cassidy.
Exhibit 5 Mutual Non-Disclosure Agreement dated as of October 5,
2001, between Mentor and the Issuer.
Exhibit 6 Exclusivity and Confidentiality Agreement dated as of
March 25, 2002, between Mentor and the Issuer.
Exhibit 7 Offer to Purchase dated April 30, 2002.
Exhibit 8 Letter of Transmittal.
Exhibit 9 Notice of Guaranteed Delivery.
Exhibit 10 Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
Exhibit 11 Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.
Exhibit 12 Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
Exhibit 13 Joint Press Release dated April 23, 2002.
Exhibit 14 Summary Advertisement, published April 30, 2002.
Exhibit 15 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.
Exhibit 16 Promissory Note dated April 23, 2002, executed by
Mentor Graphics Corporation in favor of Bank of America,
N.A.
Dates Referenced Herein and Documents Incorporated by Reference
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