UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
January 17, 2009
(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: 0
Owned By
Each
Reporting 9. Sole Dispositive Power: 0
Person
With:
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0
12. Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row (9): 0%
14. Type of Reporting Person: PN
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: 0
Owned By
Each
Reporting 9. Sole Dispositive Power: 0
Person
With:
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0
12. Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row (9): 0%
14. Type of Reporting Person: PN
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: 0
Owned By
Each
Reporting 9. Sole Dispositive Power: 0
Person
With:
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0
12. Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row (9): 0%
14. Type of Reporting Person: OO
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: 0
Owned By
Each
Reporting 9. Sole Dispositive Power: 0
Person
With:
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0
12. Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row (9): 0%
14. Type of Reporting Person: OO
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: 0
Owned By
Each
Reporting 9. Sole Dispositive Power: 0
Person
With:
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0
12. Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row (9): 0%
14. Type of Reporting Person: PN
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: 0
Owned By
Each
Reporting 9. Sole Dispositive Power: 0
Person
With:
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0
12. Check if the Aggregate Amount in Row (9) Excludes Certain Shares / /
13. Percent of Class Represented by Amount in Row (9): 0%
14. Type of Reporting Person: OO
EXPLANATORY NOTES: This Amendment No. 2 to Schedule 13D (this "Amendment")
hereby amends and supplements the statement on Schedule 13D filed on December
15, 2008 as amended by Amendment No. 1 filed on January 2, 2009 ("Amendment No.
1")(the "Initial Schedule 13D" and the Initial Schedule 13D as amended, the
"Schedule 13D") with the Securities and Exchange Commission relating to the
shares of common stock, par value $0.0001 per share, of Mentor Corporation, a
Minnesota corporation. Capitalized terms used but not defined in this Amendment
shall have the meanings given in the Schedule 13D. This Amendment is being filed
in order to report the sale by HBK Master of shares of Common Stock and the
tendering by HBK Master of its entire remaining position in Common Stock in the
tender offer described in the Schedule TO filed with the Securities and Exchange
Commission by Maple Merger Sub, Inc. on December 12, 2008 as amended by
subsequent amendments No. 1 through 6 (the "Tender Offer"). This Amendment
amends and restates Item 5 in its entirety and amends and supplements Item 7, as
set forth below. This amendment constitutes an "exit" filing with respect to the
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The disclosure in Item 5 is hereby amended and restated in its entirety as
follows:
(a) Each of the Reporting Persons no longer beneficially owns any shares of
Common Stock.
(b) Not applicable.
(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, since
the filing of Amendment No. 1 is set forth in Appendix A-3 hereto. In addition,
HBK Master tendered 1,900,833 shares of Common Stock for a total consideration
of $58,925,823 in accordance with the terms of the Tender Offer.
(d) Not applicable.
(e) As of January 17, 2009, the Reporting Persons ceased to be the
beneficial owner more than five percent of the class of securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is being amended by adding the following:
Appendix A-3: Transactions Effected Since the Filing of Amendment No. 1.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
DATED: January 22, 2009
HBK INVESTMENTS L.P.
By: /s/ Jon L. Mosle
---------------------------
Jon L. Mosle
Authorized Signatory
HBK SERVICES LLC
By: /s/ Jon L. Mosle
---------------------------
Jon L. Mosle
Authorized Signatory
HBK NEW YORK LLC
By: /s/ Jon L. Mosle
---------------------------
Jon L. Mosle
Authorized Signatory
HBK PARTNERS II L.P.
By: HBK Management LLC
General Partner
By: /s/ Jon L. Mosle
---------------------------
Jon L. Mosle
Authorized Signatory
HBK MANAGEMENT LLC
By: /s/ Jon L. Mosle
---------------------------
Jon L. Mosle
Authorized Signatory
HBK MASTER FUND L.P.
By: HBK Services LLC
Investment Advisor
By: /s/ Jon L. Mosle
---------------------------
Jon L. Mosle
Authorized Signatory
APPENDIX A-3
This Appendix sets forth information with respect to each purchase and sale
of Common Stock which were effectuated by a Reporting Person since the filing
of Amendment No. 1 on January 2, 2009. The reported sales was effectuated in
the open market through a broker.
Shares of Common Stock purchased or sold by HBK Master:
Date of Transaction Number of Shares Price Per Share ($)
Bought/(Sold)
01/02/2009 (75) 30.95
01/06/2009 (600) 30.95
01/12/2009 (3,078) 30.95
01/15/2009 (900) 30.96