MENTOR GRAPHICS CORP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-03-30: Form 8-K; Period of report 2017-03-30; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 1.01.
- 2017-03-29: Form 8-K; Period of report 2017-03-28; Description 8.01 Other Events; Details 8.01.
- 2017-03-10: Form 8-K; Period of report 2017-03-09; Description 8.01 Other Events; Details 8.01.
- 2017-03-02: Form 8-K; Period of report 2017-03-02; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-03-30 | 8-K | 2017-03-30 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.02 In connection with the consummation of the Merger, on March 30, 2017, the Company repaid in full and terminated the Credit Agreement dated as of April 26, 2011 (as amended, the “Credit Agreement”), among the Company, the lenders party thereto, and Bank of America, N.A., as administrative agent. 2.01 As previously disclosed in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) by the Company on November 14, 2016, the Company, Siemens Industry, Inc., a Delaware corporation (“Parent”), and Meadowlark Subsidiary Corporation, an Oregon corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), entered into an Agreement and Plan of Merger, dated November 12, 2016 (the “Merger Agreement”). 3.01 requested that NASDAQ suspend trading of the Company Stock and file a delisting application with the SEC to delist and deregister the shares of Company Stock. 3.03 At the Effective Time, each share of Company Stock outstanding, other than shares of Company Stock directly or indirectly owned by Parent, Merger Subsidiary or the Company, was cancelled and converted into the right to receive the Merger Consideration. 5.01 As a result of the consummation of the Merger, on March 30, 2017, a change in control of the Company occurred. 5.02 In accordance with the terms of the Merger Agreement, as of the Effective Time, each of Keith L. Barnes, Sir Peter L. Bonfield, Paul A. Mascarenas, J. Daniel McCranie, Dr. Walden C. Rhines, Dr. Cheryl L. Shavers and Jeffrey M. Stafeil ceased serving as members of the board of directors of the Company, and the directors of Merger Subsidiary immediately prior to the Effective Time, which consisted of Anthony Hemmelgarn and Bernd Haetzel, became the only directors of the Company. 8.01 On March 30, 2017, in connection with the consummation of the Merger, the Company delivered a notice of redemption (the “Redemption Notice”) to the holders of the Debentures. | d354436d8k.htm |
| 2017-03-29 | 8-K | 2017-03-28 | 8.01 Other Events | 8.01 On March 28, 2017, Mentor Graphics Corporation, an Oregon corporation (the “Company”) and Siemens Industry, Inc., a Delaware corporation (“Parent”) received merger control clearance from the Ministry of Commerce of the People’s Republic of China (“MOFCOM”) to complete the pending acquisition of the Company by Parent pursuant to the Agreement and Plan of Merger, dated November 12, 2016, among the Company, Parent, and Meadowlark Subsidiary Corporation, an Oregon corporation and a wholly-owned subsidiary of Parent (the “Merger”). | d330791d8k.htm |
| 2017-03-10 | 8-K | 2017-03-09 | 8.01 Other Events | 8.01 On March 9, 2017, Mentor Graphics Corporation, an Oregon corporation (the “Company”) and Siemens Industry, Inc., a Delaware corporation (“Parent”) received written notice from the Committee on Foreign Investment in the United States (“CFIUS”) that CFIUS had concluded its review under Section 721 of the U.S. Defense Production Act of 1950 of the transaction contemplated by the Agreement and Plan of Merger, dated November 12, 2016 (the “Merger Agreement”), among the Company, Parent, and Meadowlark Subsidiary Corporation, an Oregon corporation and a wholly-owned subsidiary of Parent (the “Merger”), and determined that there are no unresolved national security concerns with respect to such transaction, and advised that action under said Section 721, and any investigation related thereto, has concluded with respect to such transaction (the “CFIUS Clearance”). | d359353d8k.htm |
| 2017-03-02 | 8-K | 2017-03-02 | 2.02 Results of Operations and Financial Condition | 2.02 Attached as Exhibit 99.1 is a copy of a press release of Mentor Graphics Corporation dated March 2, 2017, announcing the Company’s financial results for the fourth quarter and full fiscal year 2017, which is being furnished to the Securities and Exchange Commission. | a51519631.htm |
| 2017-03-01 | 8-K | 2017-02-27 | 8.01 Other Events | 8.01 On February 27, 2017, Mentor Graphics Corporation, an Oregon corporation (the “Company”) and Siemens Industry, Inc., a Delaware corporation (“Parent”), received clearance under the EU Merger Regulation from the European Commission to complete the pending acquisition of the Company by Parent pursuant to the Agreement and Plan of Merger, dated November 12, 2016 (“the Merger Agreement”), among the Company, Parent, and Meadowlark Subsidiary Corporation, an Oregon corporation and a wholly-owned subsidiary of Parent (the “Merger”). | d333302d8k.htm |
| 2017-02-24 | 8-K | 2017-02-23 | 8.01 Other Events | 8.01 On February 23, 2017, Mentor Graphics Corporation, an Oregon corporation (the “Company”) and Siemens Industry, Inc., a Delaware corporation (“Parent”), received clearance by the Korea Fair Trade Commission under the Monopoly Regulation and Fair Trade Act to complete the pending acquisition of the Company by Parent pursuant to the Agreement and Plan of Merger, dated November 12, 2016 (“the Merger Agreement”), among the Company, Parent, and Meadowlark Subsidiary Corporation, an Oregon corporation and a wholly-owned subsidiary of Parent (the “Merger”). | d313012d8k.htm |
| 2017-02-09 | 8-K | 2017-02-07 | 8.01 Other Events | 8.01 On February 7, 2017, Mentor Graphics Corporation, an Oregon corporation (the “Company”) and Siemens Industry, Inc., a Delaware corporation (“Parent”), received clearance by the Japan Fair Trade Commission to complete the pending acquisition of the Company by Parent pursuant to the Agreement and Plan of Merger, dated November 12, 2016 (“the Merger Agreement”), among the Company, Parent, and Meadowlark Subsidiary Corporation, an Oregon corporation and a wholly-owned subsidiary of Parent (the “Merger”). | d348343d8k.htm |
| 2017-02-03 | 8-K | 2017-02-02 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On February 2, 2017, Mentor Graphics Corporation, an Oregon corporation (the “Company”) held a special meeting of the Company’s shareholders in Wilsonville, Oregon (the “Special Meeting”). | d343965d8k.htm |
| 2017-01-26 | 8-K | 2017-01-25 | 8.01 Other Events | 8.01 On January 25, 2017, Mentor Graphics Corporation, an Oregon corporation (the “Company”) and Siemens Industry, Inc., a Delaware corporation (“Parent”) received clearance under the Restrictive Trade Practices Law 5748-1988 of Israel to complete the pending acquisition of the Company by Parent pursuant to the Agreement and Plan of Merger, dated November 12, 2016, among the Company, Parent, and Meadowlark Subsidiary Corporation, an Oregon corporation and a wholly-owned subsidiary of Parent (the “Merger”). | d338671d8k.htm |
| 2017-01-26 | 8-K | 2017-01-26 | 8.01 Other Events | d326372d8k.htm |