As filed with the Securities and Exchange Commission on April 10, 2012
Registration No. 333-
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MENTOR GRAPHICS CORPORATION
(Exact name of issuer as specified in charter)
|
|
|
Oregon
|
|
93-0786033
|
(State or other jurisdiction
of incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
|
|
8005 SW Boeckman Road Wilsonville, Oregon
|
|
97070-7777
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Mentor Graphics Corporation 1989 Employee Stock Purchase Plan
Mentor Graphics Corporation Foreign Subsidiary Employee Stock Purchase Plan
(Full title of the plan)
DEAN M. FREED
Vice President and General Counsel
Mentor Graphics Corporation
8005 SW Boeckman Road
Wilsonville, Oregon 97070-7777
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 685-7000
Copy to:
STUART CHESTLER
Stoel Rives LLP
900 SW Fifth Avenue
Portland, Oregon 97204-1268
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one):
|
|
|
|
|
|
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
¨
|
|
|
|
|
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
Title of securities to
be registered
|
|
Amount to be
registered
|
|
Proposed maximum
offering price per
share (2)
|
|
Proposed maximum
aggregate offering
price (2)
|
|
Amount of
registration fee
|
Common Stock, without par value
|
|
4,000,000 shares (1)
|
|
$14.46
|
|
$57,840,000
|
|
$6,628.46
|
|
|
(1)
|
Consists of 3,000,000 shares reserved for issuance under the registrants 1989 Employee Stock Purchase Plan and 1,000,000 shares reserved for issuance under the
registrants Foreign Subsidiary Employee Stock Purchase Plan.
|
(2)
|
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act of 1933. The calculation of the registration fee is
based on $14.46, which was the average of the high and low prices of the Common Stock on April 9, 2012 as reported by the NASDAQ Global Select Market.
|
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By
Reference.
The following documents filed by Mentor Graphics Corporation (the Registrant) with the Securities
and Exchange Commission are incorporated herein by reference:
(a) The Registrants latest annual report filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933 that contains audited financial statements for the Registrants latest fiscal year for
which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 since the end of the fiscal year covered by the annual report or prospectus referred to in (a) above.
(c) The description of the authorized capital stock of the Registrant contained in the Registrants registration statement filed
under Section 12 of the Securities Exchange Act of 1934, including any amendment or report filed for the purpose of updating the description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents.
Item 4. Description of Securities
.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article V of the Registrants Bylaws indemnifies directors and officers to the fullest extent permitted by the Oregon Business Corporation Act (the Act). The effects of Article V are
summarized as follows:
(a) The Article grants a right of indemnification in respect of any action, suit, or proceeding (other
than an action by or in the right of the Registrant) against expenses (including attorneys fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred, if the persons concerned acted in good faith and in a manner
the person reasonably believed to be in or not opposed to the best interests of the Registrant, was not adjudged liable on the basis of receipt of an improper personal benefit and, with respect to any criminal action or proceeding had no
II-1
reasonable cause to believe the conduct was unlawful. The termination of an action, suit or proceeding by judgment, order, settlement, conviction, or plea of nolo contendere does not, of itself,
create a presumption that the person did not meet the required standards of conduct.
(b) The Article grants a right of
indemnification in respect of any action or suit by or in the right of the Registrant against the expenses (including attorneys fees) actually and reasonably incurred if the person concerned acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the Registrant, except that no right of indemnification will be granted if the person is adjudged to be liable to the Registrant.
(c) Every person who has been wholly successful on the merits of a controversy described in (a) or (b) above is entitled to
indemnification as a matter of right.
(d) The Registrant is required to promptly indemnify a director or officer unless it is
determined by a majority of disinterested directors or by independent counsel that the persons actions did not meet the relevant standard for indemnification. If the disinterested directors or independent counsel determine that indemnification
is not required, the person seeking indemnification may petition a court for an independent determination. In any court action, the Registrant will have the burden of proving that indemnification would not be proper. Neither the disinterested
directors failure to make a determination regarding indemnification for the claim nor an actual determination that the person failed to meet the applicable standard will be a defense to such action or create a presumption that the person is
not entitled to indemnification.
(e) The Registrant will advance to a director or officer the expenses incurred in defending
any action, suit or proceeding in advance of its final disposition if the director or officer affirms in good faith that he or she is entitled to indemnification and undertakes to repay any amount advanced if it is determined by a court that the
person is not entitled to indemnification.
(f) The Registrant may obtain insurance for the protection of its directors and
officers against any liability asserted against them in their official capacities.
The rights of indemnification described
above are not exclusive of any other rights of indemnification to which the persons indemnified may be entitled under any bylaw, agreement, vote of shareholders or directors, or otherwise.
The Registrant has also entered into Indemnity Agreements with all directors and officers. While the Indemnity Agreements in large part
incorporate the indemnification provisions of the Act as described above, they vary from the Act in several respects. The Indemnity Agreements obligate the Registrant to provide the maximum indemnification protection allowed under Oregon law, which
is intended to provide indemnification broader than that expressly authorized by the Act. The most significant effect of the Indemnity Agreements is to add indemnification for judgments and settlements of derivative lawsuits to the fullest extent
permitted by law as may be limited by public policy considerations applied by the courts.
II-2
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
|
4A.
|
1987 Restated Articles of Incorporation of the Company, as amended. Incorporated by reference to Exhibit 3A to the Companys Quarterly Report on Form 10-Q for the
quarterly period ended July 31, 2010.
|
|
4B.
|
Bylaws of the Company. Incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed on December 27, 2011.
|
|
4C.
|
Amended and Restated Rights Agreement, dated as of December 23, 2011, between the Company and American Stock Transfer & Trust Company, LLC as Trustee,
related to the Incentive Stock Purchase Rights Plan. Incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on December 27, 2011.
|
|
23.
|
Consent of independent registered public accounting firm.
|
|
24.
|
Powers of attorney. See Page II-5.
|
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period
in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any
prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the
purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-3
(3) To remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability
of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus
relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the
undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant
to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrants annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly
caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilsonville, State of Oregon, on this 10th day of April, 2012.
|
|
|
MENTOR GRAPHICS CORPORATION
|
|
|
By
|
|
/S/ DEAN M. FREED
|
|
|
Dean M. Freed, Vice President and
|
|
|
General Counsel
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Dean M. Freed and Gregory K. Hinckley and each of them, as attorneys-in-fact, each with the
power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits
thereto and all documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully
to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ WALDEN C. RHINES
Walden C. Rhines
|
|
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
|
|
April 3, 2012
|
|
|
|
/s/ GREGORY K. HINCKLEY
Gregory K. Hinckley
|
|
Director, President and Chief Financial Officer
(Principal Financial Officer)
|
|
April 4, 2012
|
|
|
|
/s/ RICHARD P. TREBING
Richard P. Trebing
|
|
Corporate Controller and Chief Accounting Officer
(Principal Accounting Officer)
|
|
April 4, 2012
|
|
|
|
/s/ JOSE MARIA ALAPONT
Jose Maria Alapont
|
|
Director
|
|
April 4, 2012
|
II-5
|
|
|
|
|
|
|
|
/s/ SIR PETER L. BONFIELD
Sir Peter L. Bonfield
|
|
Director
|
|
April 3, 2012
|
|
|
|
/s/ KEVIN C. MCDONOUGH
Kevin C. McDonough
|
|
Director
|
|
April 3, 2012
|
|
|
|
/s/ PATRICK B. MCMANUS
Patrick B. McManus
|
|
Director
|
|
April 2, 2012
|
|
|
|
/s/ GARY S. MEYERS
Gary S. Meyers
|
|
Director
|
|
April 3, 2012
|
|
|
|
David S. Schechter
|
|
Director
|
|
|
II-6
EXHIBIT INDEX
|
|
|
Exhibit
Number
|
|
Document Description
|
|
|
4A.
|
|
1987 Restated Articles of Incorporation of the Company, as amended. Incorporated by reference to Exhibit 3A to the Companys Quarterly Report on Form 10-Q for the quarterly
period ended July 31, 2010.
|
|
|
4B.
|
|
Bylaws of the Company. Incorporated by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed on December 27, 2011.
|
|
|
4C.
|
|
Amended and Restated Rights Agreement, dated as of December 23, 2011, between the Company and American Stock Transfer & Trust Company, LLC as Trustee, related to the
Incentive Stock Purchase Rights Plan. Incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K filed on December 27, 2011.
|
|
|
5.
|
|
Opinion of counsel.
|
|
|
23.
|
|
Consent of independent registered public accounting firm.
|
|
|
24.
|
|
Powers of attorney. See Page II-5.
|
Mentor Graphics Corp. (NASDAQ:MENT)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
Mentor Graphics Corp. (NASDAQ:MENT)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024