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): March 12, 2002
MENTOR GRAPHICS CORPORATION
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(Exact name of registrant as specified in its charter)
Oregon 0-13442 93-0786033
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification Number)
8005 S.W. Boeckman Road, Wilsonville, Oregon 97070-7777
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(Address of principal executive offices) (Zip Code)
(503) 685-7000
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(Registrants' telephone number, including area code)
N/A
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(former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
Mentor Graphics, an Oregon corporation ("Mentor"), has entered
into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement")
dated as of March 12, 2002, by and among Mentor, Fresno Corporation, a Delaware
corporation and a wholly-owned subsidiary of Mentor ("Purchaser"), and IKOS
Systems, Inc., a Delaware corporation ("IKOS"), pursuant to which Mentor will
acquire IKOS for $11.00 per share of IKOS common stock, in cash. The Merger
Agreement contemplates the continuation of Purchaser's existing tender offer to
purchase all outstanding shares of IKOS common stock at a price of $11.00 per
share, net to the seller in cash, without interest, upon the terms and subject
to the conditions set forth in the Offer to Purchase dated December 7, 2001, as
supplemented by a Supplement dated March 13, 2002, and in the related revised
Letter of Transmittal (collectively, the "Offer"). Following consummation of the
Offer and the satisfaction or waiver of certain conditions, Purchaser will be
merged with and into IKOS (the "Merger") with IKOS surviving the Merger as a
wholly-owned subsidiary of Mentor, whereby all of the remaining outstanding
shares of IKOS common stock will be converted into the right to receive $11.00
per share in cash. On March 12, 2002, Mentor and IKOS issued a joint press
release regarding the execution of the Merger Agreement. The foregoing
description of the Merger does not purport to be complete and is qualified in
its entirety by reference to the Merger Agreement, which is filed as Exhibit 2.1
hereto.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
2.1 Agreement and Plan of Merger and Reorganization by and
among Mentor Graphics Corporation, Fresno Corporation and
IKOS Systems, Inc., dated as of March 12, 2002
(incorporated by reference to the Schedule TO filed by
Mentor Graphics with the SEC on March 13, 2002).
99.1 Press Release dated March 12, 2002 (incorporated by
reference to the Schedule TO filed by Mentor Graphics with
the SEC on March 13, 2002).
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: March 13, 2002
MENTOR GRAPHICS CORPORATION
(Registrant)
By: /s/ Gregory K. Hinckley
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Gregory K. Hinckley
President and Chief Operating Officer
EXHIBIT INDEX
Exhibits
2.1 Agreement and Plan of Merger and Reorganization by and among Mentor
Graphics Corporation, Fresno Corporation and IKOS Systems, Inc., dated
as of March 12, 2002 (incorporated by reference to the Schedule TO filed
by Mentor Graphics with the SEC on March 13, 2002).
99.1 Press Release dated March 12, 2002 (incorporated by reference to the
Schedule TO filed by Mentor Graphics with the SEC on March 13, 2002).