SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): OCTOBER 31, 1999
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MENTOR GRAPHICS CORPORATION
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(Exact name of registrant as specified in charter)
OREGON 0-13442 93-0786033
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
8005 S.W. BOECKMAN ROAD, 97070-7777
WILSONVILLE, OR
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 685-7000
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NO CHANGE
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(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets.
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On October 31, 1999, Mentor Graphics Corporation, an Oregon corporation
("Mentor Graphics") completed the acquisition of substantially all of the assets
of VeriBest, Inc. ("VeriBest"), a Delaware corporation and subsidiary of
Intergraph Corporation ("Intergraph"). Mentor Graphics intends to continue to
offer and support VeriBest's electronic design automation product lines, and to
continue to use VeriBest's product development resources.
The purchase price for VeriBest's assets consisted of $9,130,000 in cash
and a warrant to purchase 500,000 shares of Mentor Graphics common stock at $15
per share exercisable from October 31, 2001 until October 31, 2002. Mentor
Graphics also assumed deferred maintenance and other liabilities.
The cash paid at closing was funded from Mentor Graphics' available cash
balances. The amount of consideration paid in connection with the transaction
was determined in arms-length negotiations between Mentor Graphics and
Intergraph.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statements of Business Acquired.
Audited Balance Sheets of VeriBest as of September 30, 1999 and
December 31, 1997 and 1998, and related audited Statements of
Operations, Shareholders' Equity and Cash Flows of VeriBest for the
nine months ended September 30, 1999 and the two years ended December
31, 1998.
Unaudited Statements of Operations and Cash Flows of VeriBest for the
nine-months ended September 30, 1998.
The foregoing financial statements are not included in this report and
will be filed by amendment to this report on or before January 14,
2000.
(b) Pro Forma Financial Information.
Pro forma Balance Sheet as of September 30, 1999 and pro forma
Statements of Operations for the year ended December 31, 1998 and the
nine-month period ended September 30, 1999.
The foregoing pro forma financial statements are not included in this
report and will be filed by amendment to this report on or before
January 14, 2000.
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(c) Exhibits.
2.1 Asset Purchase Agreement dated October 31, 1999 among Registrant
and VeriBest, Inc.
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.
MENTOR GRAPHICS CORPORATION
(Registrant)
Date: November 12, 1999 By: DEAN FREED
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Dean M. Freed
Vice President and General Counsel
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Asset Purchase Agreement dated October 31, 1999 among Registrant and
VeriBest, Inc.
The following schedules and exhibits to the Asset Purchase Agreement
have been omitted and will be provided to the Securities and Exchange
Commission upon request:
Schedule 2.5.1 Material Leases/Agreement Relating to Property
Schedule 2.5.2 Material Licenses Relating to Intellectual Property
Schedule 2.5.3 Material Employment Agreements and Benefit Plans
Schedule 2.5.4 Patents and other Intellectual Property
Schedule 2.5.5 Agreements Relating to Indebtedness
Schedule 2.5.6 Contracts with Payments over $50,000
Schedule 2.5.7 Litigation
Schedule 2.5.8 Material Consents
Schedule 2.10 Undisclosed Material Liabilities
Schedule 2.12 Material Adverse Changes
Exhibit 8.4 Patent License
Exhibit 9.5 Escrow Release Letter
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