-----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, KusToCfKN3gQu4PbIESs9zEiP3PLukxqnESHsFHF/kNwwU0Q9+u6ZgIWXyjXlR7+ SY2DWmKJExqDbDR2lmR/7g== 0000891618-02-002672.txt : 20020606 0000891618-02-002672.hdr.sgml : 20020606 20020603161959 ACCESSION NUMBER: 0000891618-02-002672 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020603 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020603 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13442 FILM NUMBER: 02668980 BUSINESS ADDRESS: STREET 1: 8005 SW BOECKMAN RD CITY: WILSONVILLE STATE: OR ZIP: 97070-7777 BUSINESS PHONE: 5036857000 8-K 1 f82133e8vk.htm FORM 8-K MENTOR GRAPHICS CORPORATION,FORM 8-K,JUNE 3,2002
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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): June 3, 2002

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
Number)

8005 S.W. Boeckman Road, Wilsonville, Oregon 97070-7777

(Address of principal executive offices) (Zip Code)

(503) 685-7000

(Registrants’ telephone number, including area code)

N/A

(former name or former address, if changed since last report)

 

ITEM 5. Other Events.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

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ITEM 5. Other Events.

     On June 3, 2002, Mentor Graphics Corporation issued a press release which is attached hereto Exhibit 99.1 and is incorporated by reference herein.

ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c)    Exhibits:

     
99.1   Press release issued by Mentor Graphics Corporation on June 3, 2002.

 

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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.

Dated: June 3, 2002

     
  MENTOR GRAPHICS CORPORATION
              (Registrant)
 
  By: /s/ Gregory K. Hinckley
   
    Gregory K. Hinckley
President and Chief Operating Officer

 

Table of Contents

EXHIBIT INDEX

     
Exhibits    
   
99.1   Press release issued by Mentor Graphics Corporation on June 3, 2002.
 

  EX-99.1 3 f82133exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 [MENTOR GRAPHICS LOGO] FOR IMMEDIATE RELEASE MENTOR GRAPHICS CORPORATION ANNOUNCES CLOSING OF PRIVATE OFFERING OF 6-7/8% CONVERTIBLE SUBORDINATED NOTES DUE 2007 WILSONVILLE, OR - June 3, 2002 - Mentor Graphics Corporation (Nasdaq: MENT) today announced the closing of a private offering of $150 million aggregate principal amount of its 6-7/8% Convertible Subordinated Notes Due 2007 issued pursuant to Rule 144A. The company has granted certain of the initial purchaser s of the Notes an option to purchase up to an additional $22.5 million principal amount of Notes for a period of 30 days from May 29, 2002. The Company intends to use the net proceeds generated from the offering to fund its acquisition of Innoveda, Inc. (Nasdaq: INOV). Any remaining proceeds are expected to be used for general corporate purposes. The Notes will bear interest at a rate of 6-7/8% per annum and will be convertible into the company's common stock at an initial conversion price of $23.27 per share. At the initial conversion price, each $1,000 principal amount of Notes will be convertible into approximately 42.97 shares of the company's common stock. The initial conversion price represents a 45% premium over the last reported sale price of the company's common stock on May 29, 2002, which was $16.05 per share. The Notes will be redeemable at specified prices declining to 100% of the principal amount plus accrued and unpaid interest at the company's option beginning on June 20, 2005, upon at least 20 days but not more than 60 days notice by mail to holders of the Notes. The holders of the Notes have the ability to require the company to repurchase the Notes in the event of a change of control of the Company. In such case, the repurchase price would be 100% of the principal amount of the Notes plus accrued and unpaid interest. The Notes and common stock issuable upon conversion have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This release contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements in this release involve risks and uncertainty that could cause actual results to differ materially from current expectations. # # # CONTACTS For Mentor Graphics Corporation Ryerson Schwark 503/685-1660 or The Abernathy MacGregor Group Chuck Burgess Jason Thompson (212) 371-5999 -----END PRIVACY-ENHANCED MESSAGE-----