SC 13D/A 1 p11-0291sc13da.htm MENTOR GRAPHICS CORPORATION p11-0291sc13da.htm
 
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
   
SCHEDULE 13D/A
(Rule 13d-101)
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)*
 
Mentor Graphics Corporation
(Name of Issuer)
 
Common Stock, without par value
(Title of Class of Securities)
 
587200106
(CUSIP Number)
 
Casablanca Capital LLC
450 Park Avenue, Suite 1403
New York, NY 10022
Attn: Douglas Taylor
(212) 759-5626
 
with a copy to:
David E. Rosewater
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
February 7, 2011
(Date of Event which Requires
Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that 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. [ ]

(Continued on following pages)
 
(Page 1 of 13 Pages)
 
--------------------------
* 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).


 
 

 
CUSIP No.  587200106
 
SCHEDULE 13D/A
Page 2 of 13 Pages



1
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Casablanca Special Opportunities Fund I, LLC
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 PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
573,683
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
573,683
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
573,683
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.5%
14
TYPE OF REPORTING PERSON
OO



 
 

 
CUSIP No.  587200106
 
SCHEDULE 13D/A
Page 3 of 13 Pages



1
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Casablanca Capital I LLC
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 PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
573,683
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
573,683
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
573,683
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.5%
14
TYPE OF REPORTING PERSON
IA, OO


 
 

 
CUSIP No.  587200106
 
SCHEDULE 13D/A
Page 4 of 13 Pages



1
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Casablanca Capital LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO, AF (See Item 3)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
746,352
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
746,352
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
746,352
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.7%
14
TYPE OF REPORTING PERSON
IA, OO



 
 

 
CUSIP No.  587200106
 
SCHEDULE 13D/A
Page 5 of 13 Pages



1
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Donald G. Drapkin
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
PF, OO, AF (See Item 3)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
25,310
8
SHARED VOTING POWER
746,352
9
SOLE DISPOSITIVE POWER
25,310
10
SHARED DISPOSITIVE POWER
746,352
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
771,662
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.7%
14
TYPE OF REPORTING PERSON
IN



 
 

 
CUSIP No.  587200106
 
SCHEDULE 13D/A
Page 6 of 13 Pages



1
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Douglas Taylor
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO and AF (See Item 3)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
746,352
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
746,352
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
746,352
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.7%
14
TYPE OF REPORTING PERSON
IN



 
 

 
CUSIP No587200106
 
SCHEDULE 13D/A
Page 7 of 13 Pages



1
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Francisco D'Agostino
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO, AF (See Item 3)
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Spain
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
782,652
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
782,652
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
782,652
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.7%
14
TYPE OF REPORTING PERSON
IN



 
 

 
CUSIP No.  587200106
 
SCHEDULE 13D/A
Page 8 of 13 Pages



1
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Element Multi Strategy Fund Ltd.
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 PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
36,300
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
36,300
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
36,300
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.0%
14
TYPE OF REPORTING PERSON
CO



 
 

 
CUSIP No587200106
 
SCHEDULE 13D/A
Page 9 of 13 Pages



1
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Element Capital Advisors Ltd.
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 PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
0
8
SHARED VOTING POWER
36,300
9
SOLE DISPOSITIVE POWER
0
10
SHARED DISPOSITIVE POWER
36,300
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
36,300
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.0%
14
TYPE OF REPORTING PERSON
IA, CO



 
 

 
CUSIP No.  587200106
 
SCHEDULE 13D/A
Page 10 of 13 Pages



1
NAME OF REPORTING PERSONS, I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
(ENTITIES ONLY)
Her Majesty the Queen in Right of the Province of Alberta as represented by Alberta Investment Management Corporation
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Alberta, Canada
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
5,205,282
8
SHARED VOTING POWER
0
9
SOLE DISPOSITIVE POWER
5,205,282
10
SHARED DISPOSITIVE POWER
0
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,205,282
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
4.7%
14
TYPE OF REPORTING PERSON
IA, OO



 
 

 
CUSIP No.  587200106
 
SCHEDULE 13D/A
Page 11 of 13 Pages




This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D (the “Original Schedule 13D” and together with this Amendment, the “Schedule 13D”) filed with the Securities and Exchange Commission on February 3, 2011, with respect to the common shares (the “Shares”), without par value per share, of Mentor Graphics Corporation.  Except as set forth herein the Schedule 13D is unmodified.
 

Item 4.
PURPOSE OF TRANSACTION.

Item 4 of the Schedule 13D is amended and supplemented to add the following information for updating as of the date hereof.

On February 4, 2011, the Issuer announced in a Current Report filed with the Securities and Exchange Commission on Form 8-K that on January 17, 2011, the Issuer’s board of directors set the date for its 2011 annual meeting of shareholders on May 12, 2011.  According to the Issuer’s bylaws, when an annual meeting of shareholders is scheduled beyond 30 days prior to the anniversary of the Issuer’s previous annual meeting (which was held on July 1, 2010), the deadline for shareholders to nominate candidates for election to the Issuer’s board of directors is accelerated from the original deadline of April 2, 2011 to a date that is 90 days prior to the new date of the Annual Meeting or 10 days after the announcement of the meeting date, if later.  Based on the May 12, 2011 rescheduled date of the 2011 annual meeting of shareholders, should any shareholder of the Issuer wish to nominate a slate of directors to the board at the 2011 annual meeting of shareholders they would need to nominate such candidates no later than 10 days after the announcement of the meeting date, such date being February 14, 2011.  Had the Issuer reported its board of directors’ setting of the date of the 2011 annual meeting of shareholders within 4 days of the January 17, 2011 determination thereof, a shareholder would have had 21 days from such disclosure to determine whether or not to nominate persons for election at the annual meeting and to organize the nominees and information in order to meet the advance notification deadline in the Bylaws.

The Reporting Persons believe that the Issuer’s operations may be improved, and hope to engage in an open and constructive dialogue with the board of directors and management of the Issuer regarding its assets, business, strategy, financial condition and operations.  On February 7, 2011, Casablanca sent the board of directors a letter, a copy of which is attached as Exhibit 4 hereto (the “Casablanca Meeting Date Letter”), in response to the actions regarding and consequences of the meeting date described above wherein Casablanca (i) expresses its concerns and disappointment about the curtailment of shareholder rights resulting from their actions with respect to the meeting date, (ii) asks to be afforded the opportunity to engage in an open and constructive dialogue with the board to express concerns as shareholders, and to give the board a meaningful opportunity to be responsive to such concerns, (iii) strongly urges the board to change the date of the annual meeting to such a time that is not more than thirty days prior to the first anniversary of the preceding year’s annual meeting and to restore the advance notification deadline for nominations to its original date of April 2, 2011 as stated in the Issuer’s 2010 proxy statement and (iv) notifies the board of Casablanca's intention to nominate an alternative slate of directors.  The description of the Casablanca Meeting Date Letter in this Schedule 13D is qualified in its entirety by reference to the full text of the Casablanca Meeting Date Letter, which is incorporated by reference herein.
 
Item 7.
MATERIAL TO BE FILED AS EXHIBITS.

Exhibit
Description
4
Letter dated February 7, 2011 from Casablanca Capital LLC to board of directors of Mentor Graphics Corporation.





 
 

 
CUSIP No.  587200106
 
SCHEDULE 13D/A
Page 12 of 13 Pages



SIGNATURES
 
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Date: February 7, 2011
 
   
Casablanca Special Opportunities Fund I, LLC
 
       
 
By:
Casablanca Capital LLC, its Investment Manager
 
       
       
 
By:
/s/ Douglas Taylor
 
 
Name:
Douglas Taylor
 
 
Title:
Chief Executive Officer
 
       
   
Casablanca Capital I LLC
 
       
       
 
By:
/s/ Douglas Taylor
 
 
Name:
Douglas Taylor
 
 
Title:
Chief Executive Officer
 
       
       
   
Casablanca Capital LLC
 
       
       
 
By:
/s/ Douglas Taylor
 
 
Name:
Douglas Taylor
 
 
Title:
Chief Executive Officer
 
       
       
       
 
/s/ Donald G. Drapkin
 
 
Donald G. Drapkin
 
       
 
/s/ Douglas Taylor
 
 
Douglas Taylor
 
       
 
/s/ Francisco D’Agostino
 
 
Francisco D'Agostino
 
       
 
 
 
 

 
CUSIP No.  587200106
 
SCHEDULE 13D/A
Page 13 of 13 Pages

 
       
       
   
Element Multi Strategy Fund Ltd.
 
       
 
By:
/s/ Francisco D’Agostino
 
 
Name:
Francisco D’Agostino
 
 
Title:
Director
 
       
       
   
Element Capital Advisors Ltd.
 
 
By:
/s/ Francisco D’Agostino
 
 
Name:
Francisco D’Agostino
 
 
Title:
President and Director
 
       
       
       
   
Her Majesty the Queen in Right of the Province of Alberta as represented by Alberta Investment Management Corporation
 
       
       
 
By:
/s/ Brian Gibson
 
 
Name:
Brian Gibson
 
 
Title:
Senior Vice President,
Public Equities