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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR SECTION 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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INNOVEDA, INC.
(Name of Subject Company (Issuer))
MENTOR GRAPHICS CORPORATION
INDIANA MERGER CORPORATION
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.01 PER SHARE,
(Title of Class of Securities)
45769F102
(CUSIP Number of Class of Securities)
WALDEN C. RHINES
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MENTOR GRAPHICS CORPORATION
8005 S.W. BOECKMAN ROAD
WILSONVILLE, OREGON 97070-7777
(503) 685-1200
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Filing Persons)
COPIES TO:
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John J. Huber, Esq. Christopher L. Kaufman, Esq.
Latham & Watkins Latham & Watkins
555 11th Street, N.W., Suite 1000 135 Commonwealth Drive
Washington, D.C. 20004 Menlo Park, California 94025
(202) 637-2200 (650) 328-4600
</Table>
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[X] third-party tender offer subject to Rule 14d-1
[ ] issuer tender offer subject to Rule 13e-4
[ ] going private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results
of the tender offer [ ]
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This Amendment No. 2 to Tender Offer Statement on Schedule TO amends and
supplements the Tender Offer Statement on Schedule TO filed with the Securities
and Exchange Commission on April 23, 2002, relating to a tender offer by Indiana
Merger Corporation, a Delaware corporation ("Purchaser") and a wholly-owned
subsidiary of Mentor Graphics Corporation, an Oregon corporation ("Mentor
Graphics" and together with Purchaser, "Mentor"), to purchase all outstanding
shares of common stock, par value $0.01 per share, of Innoveda, Inc., a Delaware
corporation (the "Company"), for a purchase price of $3.95 per share, net to the
seller in cash, without interest thereon, upon the terms and subject to the
conditions set forth in the Offer to Purchase dated April 30, 2002 (the "Offer
to Purchase") and in the related Letter of Transmittal (the "Letter of
Transmittal" which, together with the Offer to Purchase, as each may be amended
and supplemented from time to time, constitute the "Offer"). Capitalized terms
used herein and not defined herein have the respective meanings assigned such
terms in the Offer to Purchase.
ITEM 4. TERMS OF THE TRANSACTION
Item 4 is hereby amended to add the following:
Certain conditions of the Offer refer to Mentor's right to assert the
occurrence of any of the conditions to the Offer "at any time from time to
time." While Mentor reserves the right, in its reasonable discretion, to assert
or waive any condition at any time from time to time, subject to the rules of
the Commission, all conditions, other than those dependent upon government
approval, will be satisfied or waived on or before the Expiration Date.
ITEM 12. EXHIBITS
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(a)(1)(A) Offer to Purchase dated April 30, 2002.*
(a)(1)(B) Letter of Transmittal.*
(a)(1)(C) Notice of Guaranteed Delivery.*
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(1)(G) Joint Press Release dated April 23, 2002 (incorporated by
reference to the Schedule TO-C filed by Mentor Graphics with
the SEC on April 24, 2002).*
(a)(1)(H) Summary Advertisement, published April 30, 2002.*
(a)(5)(A) Press Release issued by Mentor Graphics Corporation, dated
May 17, 2002.*
(b)(1) Bridge Loan Agreement dated as of April 23, 2002 among
Mentor Graphics Corporation, Bank of America, N.A. as agent,
and the other financial institutions from time to time
parties thereto.*
(b)(2) Promissory Note dated April 23, 2002, executed by Mentor
Graphics Corporation in favor of Bank of America, N.A.*
(c) None.
(d)(1) Mutual Non-Disclosure Agreement dated as of October 5, 2001,
between Mentor Graphics Corporation and Innoveda, Inc.*
(d)(2) Exclusivity and Confidentiality Agreement dated as of March
25, 2002, as amended, between Mentor Graphics Corporation
and Innoveda, Inc.*
(d)(3) Agreement and Plan of Merger dated as of April 23, 2002, by
and among Mentor Graphics Corporation, Indiana Merger
Corporation and Innoveda, Inc. (incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K filed by
Mentor Graphics with the SEC on April 24, 2002).*
(d)(4) Form of Tender and Stockholder Support Agreement dated as of
April 23, 2002, by and among Mentor Graphics Corporation,
Indiana Merger Corporation, and each of William Herman,
Richard Lucier, Kevin O'Brien, Peter Johnson, Kyoden Company
Limited, DLJ Capital Corporation and DLJ ESC II, L.P.*
</Table>
2
<Table>
(d)(5) Form of Tender and Stockholder Support Agreement dated as of
April 23, 2002, by and among Mentor Graphics Corporation,
Indiana Merger Corporation, and each of William Botts, Keith
Geeslin, Lorne Cooper, Steven Erwin, Hiroshi Hashimoto and
Paula Cassidy.*
(d)(6) Form of Non-Compete Agreement dated as of April 23, 2002, by
and among Mentor Graphics Corporation, Indiana Merger
Corporation, Innoveda, Inc. and each of William Herman and
Richard Lucier.*
(e) None.
(f) None.
(g) None.
(h) None.
</Table>
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* Previously filed.
3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
MENTOR GRAPHICS CORPORATION
By: /s/ GREGORY K. HINCKLEY
--------------------------------------
Name: Gregory K. Hinckley
Title: President
INDIANA MERGER CORPORATION
By: /s/ GREGORY K. HINCKLEY
--------------------------------------
Name: Gregory K. Hinckley
Title: Chief Financial Officer
Dated: May 20, 2002
4
EXHIBIT INDEX
<Table>
(a)(1)(A) Offer to Purchase dated April 30, 2002.*
(a)(1)(B) Letter of Transmittal.*
(a)(1)(C) Notice of Guaranteed Delivery.*
(a)(1)(D) Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Commercial
Banks, Trust Companies and Other Nominees.*
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.*
(a)(1)(G) Joint Press Release dated April 23, 2002 (incorporated by
reference to the Schedule TO-C filed by Mentor Graphics with
the SEC on April 24, 2002).*
(a)(1)(H) Summary Advertisement, published April 30, 2002.*
(a)(5)(A) Press Release issued by Mentor Graphics Corporation, dated
May 17, 2002.*
(b)(1) Bridge Loan Agreement dated as of April 23, 2002 among
Mentor Graphics Corporation, Bank of America, N.A. as agent,
and the other financial institutions from time to time
parties thereto.*
(b)(2) Promissory Note dated April 23, 2002, executed by Mentor
Graphics Corporation in favor of Bank of America, N.A.*
(c) None.
(d)(1) Mutual Non-Disclosure Agreement dated as of October 5, 2001,
between Mentor Graphics Corporation and Innoveda, Inc.*
(d)(2) Exclusivity and Confidentiality Agreement dated as of March
25, 2002, as amended, between Mentor Graphics Corporation
and Innoveda, Inc.*
(d)(3) Agreement and Plan of Merger dated as of April 23, 2002, by
and among Mentor Graphics Corporation, Indiana Merger
Corporation and Innoveda, Inc. (incorporated by reference to
Exhibit 2.1 to the Current Report on Form 8-K filed by
Mentor Graphics with the SEC on April 24, 2002).*
(d)(4) Form of Tender and Stockholder Support Agreement dated as of
April 23, 2002, by and among Mentor Graphics Corporation,
Indiana Merger Corporation, and each of William Herman,
Richard Lucier, Kevin O'Brien, Peter Johnson, Kyoden Company
Limited, DLJ Capital Corporation and DLJ ESC II, L.P.*
(d)(5) Form of Tender and Stockholder Support Agreement dated as of
April 23, 2002, by and among Mentor Graphics Corporation,
Indiana Merger Corporation, and each of William Botts, Keith
Geeslin, Lorne Cooper, Steven Erwin, Hiroshi Hashimoto and
Paula Cassidy.*
(d)(6) Form of Non-Compete Agreement dated as of April 23, 2002, by
and among Mentor Graphics Corporation, Indiana Merger
Corporation, Innoveda, Inc. and each of William Herman and
Richard Lucier.*
(e) None.
(f) None.
(g) None.
(h) None.
</Table>