UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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): July 11, 2008
MENTOR CORPORATION
(Exact name of registrant as specified in its charter)
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Minnesota |
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001-31744 |
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41-0950791 |
(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
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201 Mentor Drive |
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Santa Barbara, California |
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93111 |
(Address of Principal Executive Offices)
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(Zip Code) |
(805) 879-6000
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
On July 11, 2008, Mentor International Holdings, Inc., a Delaware corporation and
wholly-owned subsidiary of Mentor Corporation (Mentor Holdings) filed a registration statement on
Form S-4 (Registration No. 333-152300) with the Securities and Exchange Commission. The registration
statement includes a proxy statement/prospectus that relates to the solicitation of proxies by
Mentor Corporation for its 2008 Annual Meeting of Shareholders to be held on September 15, 2008,
and the issuance of shares of the common stock of Mentor Holdings to the public shareholders of
Mentor Corporation in a proposed reorganization of Mentor Corporation into a Delaware holding
company structure under which Mentor Corporation would become a subsidiary of Mentor Holdings. For
a more detailed description of the reorganization transaction, please see the proxy
statement/prospectus included as part of the registration statement, which is filed with this
Current Report on Form 8-K as Exhibit 99.1. The registration statement (including the proxy
statement/prospectus) may also be accessed at http://www.sec.gov under the company name Mentor
International Holdings, Inc.
In order to effect
the reorganization, Mentor Corporation entered into an
Agreement and Plan of Merger (the Merger Agreement) with Mentor Holdings and MNT Merger Sub,
Inc., a Minnesota corporation and wholly-owned subsidiary of Mentor Holdings (Merger Sub). The
Merger Agreement provides that Merger Sub will merge with and into Mentor Corporation, with Mentor
Corporation surviving as a wholly-owned subsidiary of Mentor Holdings. The Merger Agreement
includes several conditions to the completion of the reorganization, including the approval of
Mentor Corporations shareholders. Upon the effectiveness of the reorganization, all existing
shares of Mentor Corporation common stock will be converted automatically into shares of Mentor
Holdings common stock. Each Mentor Corporation shareholder will own the same number of shares of
Mentor Holdings common stock as they now own of Mentor Corporation common stock. Following the
completion of the reorganization, Mentor Corporation expects the shares of Mentor Holdings common
stock to trade under the ticker symbol MNT on the New York Stock Exchange. The Merger Agreement
is included as Annex I in the proxy statement/prospectus.
Investors and securityholders who have questions about the reorganization should contact
Mentor Corporations proxy solicitor:
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MacKenzie Partners, Inc.
105 Madison Avenue
New York, NY 10016
Telephone: (800) 322-2885 |
Investors and securityholders are urged to read the proxy statement/prospectus and any other
relevant documents filed with the SEC by Mentor Holdings and Mentor Corporation because they
contain important information on the reorganization. Investors and securityholders will be able to
obtain these documents free of charge as they become available at the SECs website
(http://www.sec.gov) or at the SECs public reference room, located at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. In addition, documents filed with the SEC by Mentor Holdings and Mentor
Corporation may be obtained free of charge by requesting such documents in writing or by telephone
from Mentor Corporation at the following address or telephone number:
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Mentor Corporation
Attn: Corporate Secretary
201 Mentor Drive
Santa Barbara, CA 93111
Telephone: (805) 879-6000 |
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