-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ONBqIe9TYe82Nj6C5pqnGZySxHuOGBMkVs9aNQ1jmGlG027bYHbLQLm61sctQNii F+hbpEUKOU+KR6K+7d7tMA== 0000891618-02-002625.txt : 20020529 0000891618-02-002625.hdr.sgml : 20020529 20020529150852 ACCESSION NUMBER: 0000891618-02-002625 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020529 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MENTOR GRAPHICS CORP CENTRAL INDEX KEY: 0000701811 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 930786033 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 8005 SW BOECKMAN RD CITY: WILSONVILLE STATE: OR ZIP: 97070-7777 BUSINESS PHONE: 5036857000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INNOVEDA INC CENTRAL INDEX KEY: 0000925072 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 931137888 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49415 FILM NUMBER: 02664695 BUSINESS ADDRESS: STREET 1: 293 BOSTON POST ROAD WEST CITY: MARLBORO STATE: MA ZIP: 01752 BUSINESS PHONE: 5084800881 MAIL ADDRESS: STREET 1: 293 BOSTON POST RD WEST CITY: MARLBORO STATE: MA ZIP: 01752 FORMER COMPANY: FORMER CONFORMED NAME: SUMMIT DESIGN INC DATE OF NAME CHANGE: 19960514 SC TO-T/A 1 f81012t3sctovtza.txt SCHEDULE TO-T FINAL AMENDMENT - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- SCHEDULE TO/A (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (FINAL AMENDMENT) --------------------- INNOVEDA, INC. (Name of Subject Company (Issuer)) MENTOR GRAPHICS CORPORATION INDIANA MERGER CORPORATION (Names of Filing Persons (Offerors)) COMMON STOCK, PAR VALUE $0.01 PER SHARE, (Title of Class of Securities) 45769F102 (CUSIP Number of Class of Securities) WALDEN C. RHINES PRESIDENT AND CHIEF EXECUTIVE OFFICER MENTOR GRAPHICS CORPORATION 8005 S.W. BOECKMAN ROAD WILSONVILLE, OREGON 97070-7777 (503) 685-1200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Filing Persons) COPIES TO: John J. Huber, Esq. Christopher L. Kaufman, Esq. Latham & Watkins Latham & Watkins 555 11th Street, N.W., Suite 1000 135 Commonwealth Drive Washington, D.C. 20004 Menlo Park, California 94025 (202) 637-2200 (650) 328-4600
Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1 [ ] issuer tender offer subject to Rule 13e-4 [ ] going private transaction subject to Rule 13e-3 [X] amendment to Schedule 13D under Rule 13d-2 Check the following box if the filing is a final amendment reporting the results of the tender offer [X] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- This Final Amendment to Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on April 23, 2002, relating to a tender offer by Indiana Merger Corporation, a Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Mentor Graphics Corporation, an Oregon corporation ("Mentor Graphics" and together with Purchaser, "Mentor"), to purchase all outstanding shares of common stock, par value $0.01 per share, of Innoveda, Inc., a Delaware corporation (the "Company"), for a purchase price of $3.95 per share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 30, 2002 (the "Offer to Purchase") and in the related Letter of Transmittal (the "Letter of Transmittal" which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the "Offer"). Capitalized terms used herein and not defined herein have the respective meanings assigned such terms in the Offer to Purchase. ITEMS 8 AND 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY; ADDITIONAL INFORMATION Items 8 and 11 are hereby amended to add the following: At 12:00 midnight, New York City time, on Tuesday, May 28, 2002, the offering period expired. Based on preliminary information from the Depositary, as of the close of business on May 28, 2002, 39,517,200 Shares had been validly tendered into the Offer, which represents approximately 94.4% of the Company's outstanding common stock (based upon 41,843,892 Shares outstanding as of May 24, 2002). Purchaser has accepted for payment all validly tendered Shares and will make payment to the Depositary for the accepted Shares promptly. On May 29, 2002, Mentor issued a press release announcing the completion of the Offer, the full text of which is attached as Exhibit (a)(5)(C) to this Schedule TO and incorporated by reference herein. ITEM 12. EXHIBITS (a)(1)(A) Offer to Purchase dated April 30, 2002.* (a)(1)(B) Letter of Transmittal.* (a)(1)(C) Notice of Guaranteed Delivery.* (a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(1)(G) Joint Press Release dated April 23, 2002 (incorporated by reference to the Schedule TO-C filed by Mentor Graphics with the SEC on April 24, 2002).* (a)(1)(H) Summary Advertisement, published April 30, 2002.* (a)(5)(A) Press Release issued by Mentor Graphics Corporation, dated May 17, 2002.* (a)(5)(B) Press Release issued by Mentor Graphics Corporation, dated May 28, 2002.* (a)(5)(C) Press Release issued by Mentor Graphics Corporation, dated May 29, 2002. (b)(1) 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.* (b)(2) Promissory Note dated April 23, 2002, executed by Mentor Graphics Corporation in favor of Bank of America, N.A.* (c) None. (d)(1) Mutual Non-Disclosure Agreement dated as of October 5, 2001, between Mentor Graphics Corporation and Innoveda, Inc.* (d)(2) Exclusivity and Confidentiality Agreement dated as of March 25, 2002, as amended, between Mentor Graphics Corporation and Innoveda, Inc.*
2 (d)(3) Agreement and Plan of Merger dated as of April 23, 2002, by and among Mentor Graphics Corporation, Indiana Merger Corporation and Innoveda, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Mentor Graphics with the SEC on April 24, 2002).* (d)(4) Form of Tender and Stockholder Support Agreement dated as of April 23, 2002, by and among Mentor Graphics Corporation, Indiana Merger Corporation, and each of William Herman, Richard Lucier, Kevin O'Brien, Peter Johnson, Kyoden Company Limited, DLJ Capital Corporation and DLJ ESC II, L.P.* (d)(5) Form of Tender and Stockholder Support Agreement dated as of April 23, 2002, by and among Mentor Graphics Corporation, Indiana Merger Corporation, and each of William Botts, Keith Geeslin, Lorne Cooper, Steven Erwin, Hiroshi Hashimoto and Paula Cassidy.* (d)(6) Form of Non-Compete Agreement dated as of April 23, 2002, by and among Mentor Graphics Corporation, Indiana Merger Corporation, Innoveda, Inc. and each of William Herman and Richard Lucier.* (e) None. (f) None. (g) None. (h) None.
- --------------- * Previously filed. 3 SIGNATURE After due 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 INDIANA MERGER CORPORATION By: /s/ GREGORY K. HINCKLEY -------------------------------------- Name: Gregory K. Hinckley Title: Chief Financial Officer Dated: May 29, 2002 4 EXHIBIT INDEX (a)(1)(A) Offer to Purchase dated April 30, 2002.* (a)(1)(B) Letter of Transmittal.* (a)(1)(C) Notice of Guaranteed Delivery.* (a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(1)(G) Joint Press Release dated April 23, 2002 (incorporated by reference to the Schedule TO-C filed by Mentor Graphics with the SEC on April 24, 2002).* (a)(1)(H) Summary Advertisement, published April 30, 2002.* (a)(5)(A) Press Release issued by Mentor Graphics Corporation, dated May 17, 2002.* (a)(5)(B) Press Release issued by Mentor Graphics Corporation, dated May 28, 2002.* (a)(5)(C) Press Release issued by Mentor Graphics Corporation, dated May 29, 2002. (b)(1) 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.* (b)(2) Promissory Note dated April 23, 2002, executed by Mentor Graphics Corporation in favor of Bank of America, N.A.* (c) None. (d)(1) Mutual Non-Disclosure Agreement dated as of October 5, 2001, between Mentor Graphics Corporation and Innoveda, Inc.* (d)(2) Exclusivity and Confidentiality Agreement dated as of March 25, 2002, as amended, between Mentor Graphics Corporation and Innoveda, Inc.* (d)(3) Agreement and Plan of Merger dated as of April 23, 2002, by and among Mentor Graphics Corporation, Indiana Merger Corporation and Innoveda, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Mentor Graphics with the SEC on April 24, 2002).* (d)(4) Form of Tender and Stockholder Support Agreement dated as of April 23, 2002, by and among Mentor Graphics Corporation, Indiana Merger Corporation, and each of William Herman, Richard Lucier, Kevin O'Brien, Peter Johnson, Kyoden Company Limited, DLJ Capital Corporation and DLJ ESC II, L.P.* (d)(5) Form of Tender and Stockholder Support Agreement dated as of April 23, 2002, by and among Mentor Graphics Corporation, Indiana Merger Corporation, and each of William Botts, Keith Geeslin, Lorne Cooper, Steven Erwin, Hiroshi Hashimoto and Paula Cassidy.* (d)(6) Form of Non-Compete Agreement dated as of April 23, 2002, by and among Mentor Graphics Corporation, Indiana Merger Corporation, Innoveda, Inc. and each of William Herman and Richard Lucier.* (e) None. (f) None. (g) None. (h) None.
- --------------- * Previously filed. EX-99.(A)(5)(C) 3 f81012t3exv99wxayx5yxcy.txt EXHIBIT (A)(5)(C) EXHIBIT (a)(5)(C) [MENTOR GRAPHICS LOGO] FOR IMMEDIATE RELEASE MENTOR GRAPHICS CORPORATION CLOSES TENDER OFFER FOR INNOVEDA, INC. WILSONVILLE, OR - May 29, 2002 - Mentor Graphics Corporation (Nasdaq: MENT) today announced the completion of its cash tender offer for the shares of common stock of Innoveda, Inc. (Nasdaq: INOV) at a price of $3.95 per share. The tender offer expired at 12:00 midnight New York City time on May 28, 2002. Based on preliminary information from the depositary for the offer, Innoveda stockholders had validly tendered and not withdrawn 39,517,200 shares of Innoveda common stock during the tender offer, which represents approximately 94.4% of Innoveda's outstanding common stock. Mentor intends to acquire the remaining shares of Innoveda common stock through a short-form merger in which all remaining Innoveda stockholders who did not tender their shares in the tender offer will receive the same $3.95 per share in cash paid in the tender offer. Stockholders will receive information in the mail on how to receive payment for their shares. ABOUT INNOVEDA Innoveda, Inc. (Nasdaq: INOV) is a worldwide leader in electronic design automation (EDA) technology, software and services for businesses in the consumer electronics, computer, telecommunications, automotive and aerospace industries. Innoveda's innovative solutions are intended to empower people for mission-critical areas of the design process. Headquartered in Marlboro, Massachusetts, Innoveda has sales offices and research centers worldwide. Additional information can be found at: www.innoveda.com. 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, Mentor Graphics reported revenues over the last 12 months of more than $600 million and employs approximately 3,000 people worldwide. Corporate headquarters are located at 8005 S.W. Boeckman Road, Wilsonville, Oregon 97070-7777; Silicon Valley headquarters are located at 1001 Ridder Park Drive, San Jose, California 95131-2314. World Wide Web site: www.mentor.com. CONTACTS For Mentor Graphics Corporation Ryerson Schwark 503/685-1660 or The Abernathy MacGregor Group Chuck Burgess Jason Thompson 212/371-5999 For Innoveda, Inc. Len Harmon 508/303-5346 -----END PRIVACY-ENHANCED MESSAGE-----