UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
Mentor Corporation
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
587188103
(CUSIP Number)
Jon L. Mosle
HBK Investments L.P.
2101 Cedar Springs Road, Suite 700
Dallas, TX 75201
(214) 758-6107
(Name, Address, and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 5, 2008
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 3d-1(f), or 13d-1(g), check the
following box. / /
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 587188103
1. Name of Reporting Person.
HBK Master Fund L.P.
2. Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
3. SEC Use Only
4. Source of Funds
WC
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
/ /
6. Citizenship or Place of Organization: Cayman Islands
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 2,375,621 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: 0
Person
With:
10. Shared Dispositive Power: 2,375,621 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,375,621 (1)
12. Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row (9): 6.8%
14. Type of Reporting Person: PN
--------------
(1) Consists of (a) 1,100,000 shares of Common Stock and (b) 1,275,621 shares
of Common Stock issuable upon conversion of $36,750,000 principal amount
of 2.75% Convertible Subordinated Notes due 2024.
CUSIP No. 587188103
1. Name of Reporting Person.
HBK Investments L.P.
2. Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 2,375,621 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: 0
Person
With:
10. Shared Dispositive Power: 2,375,621 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,375,621 (1)
12. Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row (9): 6.8%
14. Type of Reporting Person: PN
--------------
(1) Consists of (a) 1,100,000 shares of Common Stock and (b) 1,275,621 shares
of Common Stock issuable upon conversion of $36,750,000 principal amount
of 2.75% Convertible Subordinated Notes due 2024.
CUSIP No. 587188103
1. Name of Reporting Person.
HBK Services LLC
2. Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 2,375,621 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: 0
Person
With:
10. Shared Dispositive Power: 2,375,621 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,375,621 (1)
12. Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row (9): 6.8%
14. Type of Reporting Person: OO
--------------
(1) Consists of (a) 1,100,000 shares of Common Stock and (b) 1,275,621 shares
of Common Stock issuable upon conversion of $36,750,000 principal amount
of 2.75% Convertible Subordinated Notes due 2024.
CUSIP No. 587188103
1. Name of Reporting Person.
HBK New York LLC
2. Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 2,375,621 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: 0
Person
With:
10. Shared Dispositive Power: 2,375,621 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,375,621 (1)
12. Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row (9): 6.8%
14. Type of Reporting Person: OO
--------------
(1) Consists of (a) 1,100,000 shares of Common Stock and (b) 1,275,621 shares
of Common Stock issuable upon conversion of $36,750,000 principal amount
of 2.75% Convertible Subordinated Notes due 2024.
CUSIP No. 587188103
1. Name of Reporting Person.
HBK Partners II L.P.
2. Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 2,375,621 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: 0
Person
With:
10. Shared Dispositive Power: 2,375,621 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,375,621 (1)
12. Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row (9): 6.8%
14. Type of Reporting Person: PN
--------------
(1) Consists of (a) 1,100,000 shares of Common Stock and (b) 1,275,621 shares
of Common Stock issuable upon conversion of $36,750,000 principal amount
of 2.75% Convertible Subordinated Notes due 2024.
CUSIP No. 587188103
1. Name of Reporting Person.
HBK Management LLC
2. Check the Appropriate Box if a Member of a Group
(a) /X/
(b) / /
3. SEC Use Only
4. Source of Funds
AF
5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e).
/ /
6. Citizenship or Place of Organization: Delaware
7. Sole Voting Power: 0
Number of
Shares
Beneficially 8. Shared Voting Power: 2,375,621 (1)
Owned By
Each
Reporting 9. Sole Dispositive Power: 0
Person
With:
10. Shared Dispositive Power: 2,375,621 (1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
2,375,621 (1)
12. Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row (9): 6.8%
14. Type of Reporting Person: OO
--------------
(1) Consists of (a) 1,100,000 shares of Common Stock and (b) 1,275,621 shares
of Common Stock issuable upon conversion of $36,750,000 principal amount
of 2.75% Convertible Subordinated Notes due 2024.
Item 1. Security and Issuer
This statement on Schedule 13D (the "Schedule 13D") relates to the
common stock, par value $0.0001 per share (the "Common Stock"), of Mentor
Corporation, a Minnesota corporation (the "Issuer"). The principal
executive offices of the Issuer are located at 201 Mentor Drive, Santa
Barbara, California 93111.
Item 2. Identity and Background
(a) This Schedule 13D is being filed by HBK Master Fund L.P., a Cayman
Islands limited partnership ("HBK Master"); HBK Investments L.P., a Delaware
limited partnership ("HBK Investments"); HBK Services LLC, a Delaware limited
liability company ("HBK Services"); HBK New York LLC, a Delaware limited
liability company ("HBK NY"); HBK Partners II L.P., a Delaware limited
partnership ("HBK Partners"); and HBK Management LLC, a Delaware limited
liability company ("HBK Management" and, together with HBK Master, HBK
Investments, HBK Services and HBK Partners, the "Reporting Persons").
The Reporting Persons are making a single, joint filing on Schedule 13D.
The agreement among the Reporting Persons to file jointly (the "Joint Filing
Agreement") is attached hereto as Exhibit 1. Each Reporting Person disclaims
beneficial ownership of all shares of Common Stock, other than those reported
herein as being owned by it.
(b) The principal business address for each of HBK Investments, HBK
Services, HBK Partners and HBK Management is 2101 Cedar Springs Road,
Suite 700, Dallas, Texas 75201. The principal business address for HBK NY is
350 Park Avenue, 20th Floor, New York, New York, 10022. The principal
business address for HBK Master is c/o HBK Services LLC, 2101 Cedar Springs
Road, Suite 700, Dallas, Texas 75201.
(c) HBK Master is an investment fund that, among other things, invests
directly or indirectly in various companies. HBK Master has delegated
discretion to vote and dispose of its investments to HBK Investments. HBK
Investments is an investment management firm that provides investment
management services to private investment funds. HBK Investments has
delegated discretion to vote and dispose of investments over which it has
discretion to HBK Services which, in turn, may from time to time delegate
and/or share discretion to vote and dispose of investments over which it has
discretion to HBK NY. Each of HBK Services and HBK NY is an investment
management firm. HBK Partners is the general partner of HBK Investments. HBK
Management is the general partner of HBK Partners and the managing member of
HBK Services and HBK NY. Pursuant to Instruction C to Form 13D promulgated
under the Act, information is also included herein with respect to the
following persons: HBK Capital L.P., a Delaware limited partnership ("HBK
Capital"); HBK Offshore Fund Ltd., a Cayman Islands corporation ("HBK
Offshore"); HBK Fund L.P., a Delaware limited partnership ("HBK Fund") and
Richard L. Booth, Laurence H. Lebowitz, William E. Rose, David C. Haley and
Jamiel A. Akhtar (collectively, the "HBK Managers" and together with HBK
Offshore, HBK Capital and HBK Fund, the "Additional HBK Persons"; the
Additional HBK Persons, together with the Reporting Persons, are referred to
herein as the "HBK Persons"). HBK Fund and HBK Offshore are general partners
of HBK Master. HBK Capital is the general partner of HBK Fund. The HBK
Managers are members of HBK Management and may control HBK Management. The
principal occupation of each of the HBK Managers is serving as a Managing
Director of HBK Investments. Each of the HBK Managers is a United States
citizen.
The principal office or business address of each of the Additional HBK
Persons is 2101 Cedar Springs Road, Suite 700, Dallas Texas, 75201.
(d) - (e) During the last five years, none of the HBK Reporting Persons,
nor to the best knowledge of the HBK Reporting Persons, any of the Additional
HBK Persons, has been (i) convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) HBK Master is a Cayman Islands limited partnership; HBK Investments
is a Delaware limited partnership; HBK Services is a Delaware limited
liability company; HBK NY is a Delaware limited liability company; HBK
Partners is a Delaware limited partnership; and HBK Management is a Delaware
limited liability company.
Item 3. Source and Amount of Funds or Other Consideration
Funds for the purchase of the shares of Common Stock and the Notes
reported herein to be held by HBK Master were derived from its general
working capital and margin account borrowings made in the ordinary course of
business as and when required to open or carry positions in the margin
account, subject to applicable federal margin regulations, stock exchange
rules and credit policies. In such instances, the positions held in the
margin account are pledged as collateral security for the repayment of debit
balances in the account. The margin account may from time to time have debit
balances. Since other securities are held in the margin account, it is not
possible to determine the amounts, if any, of margin used to purchase the
shares of Common Stock reported herein. A total of approximately
$72,698,040 was paid to acquire the shares of Common Stock and the Notes
reported herein.
Item 4. Purpose of Transaction
Each of the Reporting Persons acquired beneficial ownership of the shares
of Common Stock to which this statement relates for investment purposes in the
ordinary course of business pursuant to the investment strategies of HBK
Master, including risk arbitrage.
Except as set forth herein or as would occur upon completion of any of
the actions discussed herein, the Reporting Persons have no present plan or
proposal that would relate to or result in any of the matters set forth in
subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend
to review their investment in the Issuer on a continuing basis and may engage
in discussions with management, the board of directors, other shareholders of
the Issuer and other relevant parties concerning the business, operations,
management, governance, strategy and future plans of the Issuer. Depending
on various factors including, without limitation, the Issuer's financial
position and strategic direction, actions taken by the board of directors,
price levels of the Common Stock, other investment opportunities available to
the Reporting Persons, conditions in the securities market and general
economic and industry conditions, the Reporting Persons may in the future
take such actions with respect to their investment in the Issuer as they deem
appropriate including, without limitation, tendering into an offer to purchase
the Issuer's Common Stock, purchasing additional shares of
Common Stock or any of the Issuer's debt or equity securities or selling some
or all of their shares of Common Stock or any of the Issuer's debt or equity
securities, engaging in short selling of or any hedging or similar
transactions with respect to the shares of Common Stock or any of the
Issuer's debt or equity securities, and voting for or against and expressing
support for or against any proposals of the board of directors of the Issuer
or other shareholders of the Issuer. The Reporting Persons may at any time
change their intention with respect to any and all matters referred to in
Item 4 of this Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) Each of the Reporting Persons may be deemed to beneficially own the
1,100,000 shares of Common Stock and the 1,275,621 shares of Common Stock
issuable upon conversion of the $36,750,000 principal amount of 2.75%
Convertible Subordinated Notes due 2024 (the "Notes") held by HBK Master
representing approximately 6.8% of the outstanding shares of Common Stock.
The percentages used herein are based upon the 33,777,968 shares of Common
Stock reported to be outstanding as of October 31, 2008 by the Issuer in its
Form 10-Q for the quarterly period ended September 26, 2008 filed with the
Securities and Exchange Commission on November 5, 2008, and assumes the
conversion of the Notes held by the Reporting Persons.
(b) None of the Reporting Persons has sole power to vote or direct the
vote or sole power to dispose or direct the disposition of shares of Common
Stock. Each of the Reporting Persons has shared power to vote or direct the
vote and shared power to dispose or direct the disposition of the 1,100,000
shares of Common Stock and the 1,275,621 shares of Common Stock issuable upon
conversion of the Notes held by HBK Master.
(c) Information concerning transactions in the Common Stock of the
Issuer, which were all effected by HBK Master in the open market through a
broker, during the past sixty days is set forth in Appendix A hereto.
(d) Except as otherwise disclosed herein, no person other than the
Reporting Persons is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock held by HBK Master.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The Reporting Persons may, from time to time, enter into and dispose of
cash-settled equity swap or other similar derivative transactions with one or
more counterparties that are based upon the value of the shares of Common
Stock, which transactions may be significant in amount. The profit, loss
and/or return on such contracts may be wholly or partially dependent on the
market value of the shares of Common Stock, the relative value of such shares
in comparison to one or more other financial instruments, indexes or
securities, a basket or group of securities in which such shares may be
included, or a combination of any of the foregoing. The Reporting Persons may
also, from time to time, enter into stock loan agreements with one or more
counterparties in the ordinary course of business pursuant to which the
Reporting Persons may lend their shares of Common Stock subject to recall at
their discretion.
Except as otherwise set forth herein, the Reporting Persons do not have
any contract, arrangement, understanding or relationship with any person with
respect to the securities of the Issuer.
Item 7. Material to be Filed as Exhibits
The following documents are filed as appendices and exhibits:
Appendix A: Transactions Effected During the Past Sixty Days
Exhibit 1: Joint Filing Agreement
SIGNATURES
After reasonable 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.
DATED: December 15, 2008
HBK INVESTMENTS L.P.
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory
HBK SERVICES LLC
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory
HBK NEW YORK LLC
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory
HBK PARTNERS II L.P.
By: HBK Management LLC
General Partner
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory
HBK MANAGEMENT LLC
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory
HBK MASTER FUND L.P.
By: HBK Services LLC
Investment Advisor
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory
APPENDIX A
This Appendix sets forth information with respect to each purchase and sale
of Common Stock which were effectuated by a Reporting Person during the 60
days preceding December 5, 2008. All transactions were effectuated in the
open market through a broker.
Shares of Common Stock purchased or sold by HBK Master:
Date of Transaction Number of Shares Price Per Share ($)
Bought/(Sold)
Common Stock
10/6/2008 (1,900) 21.84
10/7/2008 (2,700) 21.41
10/8/2008 (700) 19.84
10/9/2008 (2,800) 19.45
10/9/2008 100 19.22
10/10/2008 (2,700) 17.45
10/14/2008 1,300 17.34
10/15/2008 700 16.27
10/16/2008 600 15.70
10/16/2008 (200) 15.69
10/16/2008 500 15.97
10/17/2008 1,400 16.26
10/24/2008 (1,800) 15.80
10/27/2008 (100) 15.44
10/28/2008 (2,600) 15.15
10/29/2008 (4,300) 16.85
10/30/2008 400 16.15
10/31/2008 (300) 16.96
11/3/2008 1,500 16.10
11/4/2008 (500) 17.01
11/4/2008 100 17.01
11/5/2008 (300) 17.21
11/10/2008 400 15.34
11/11/2008 500 14.93
11/12/2008 900 14.12
11/13/2008 500 13.92
11/14/2008 (400) 15.42
11/14/2008 (600) 15.55
11/17/2008 (700) 16.10
11/18/2008 (4,400) 15.74
11/19/2008 (2,200) 14.95
11/20/2008 (1,300) 14.85
11/20/2008 (800) 15.07
11/21/2008 (1,500) 14.80
11/24/2008 (100) 15.13
11/24/2008 (3,500) 15.28
11/25/2008 (100) 15.56
11/26/2008 (100) 15.05
11/26/2008 9,245 15.04
11/28/2008 1,400 15.96
11/28/2008 (100) 15.91
12/1/2008 6,600 30.64
12/1/2008 (100) 30.59
12/2/2008 300,000 30.53
12/2/2008 755 30.55
12/2/2008 100 30.52
12/2/2008 (300) 30.52
12/2/2008 8,200 30.52
12/3/2008 100 30.57
12/3/2008 1,600 30.59
12/3/2008 (260,200) 30.60
12/4/2008 410,800 30.55
12/4/2008 100 30.52
12/5/2008 102,321 30.53
12/5/2008 100 30.58
12/5/2008 (16,800) 30.52
12/8/2008 46,300 30.51
12/8/2008 396,265 30.54
12/10/2008 87,025 30.55
12/11/2008 34,289 30.58
Exhibit 1
JOINT FILING AGREEMENT
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D may be filed on
behalf of each of the undersigned without the necessity of filing additional
joint filing agreements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning him or it contained
herein and therein, but shall not be responsible for the completeness and
accuracy of the information concerning the others, except to the extent that
he or it knows or has reason to believe that such information is inaccurate.
DATED: December 15, 2008
HBK INVESTMENTS L.P.
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory
HBK SERVICES LLC
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory
HBK NEW YORK LLC
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory
HBK PARTNERS II L.P.
By: HBK Management LLC
General Partner
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory
HBK MANAGEMENT LLC
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory
HBK MASTER FUND L.P.
By: HBK Services LLC
Investment Advisor
By: /s/ Jon L. Mosle
Jon L. Mosle
Authorized Signatory