<PAGE>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1
                              --------------------

       FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

/X/ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the fiscal year ended December 29, 2001 or

/ / Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from _______ to ________


                        COMMISSION FILE NUMBER: 000-20923

                                 INNOVEDA, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                             93-1137888
(State or Other Jurisdiction                               (I.R.S. Employer
      of Organization)                                    Identification No.)

            293 BOSTON POST ROAD WEST, MARLBORO, MASSACHUSETTS 01752
                     (Address of principal executive office)


Registrant's Telephone number, including area code:  (508) 480-0881

Securities Registered Pursuant to Section 12(b) of the Act:  None

Securities Registered Pursuant to Section 12(g) of the Act:

                     COMMON STOCK, $0.01 PAR VALUE PER SHARE
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes  X  No
    ---    ----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

The aggregate market value of the voting common stock held by non-affiliates of
the Registrant, based upon the closing per share sale price of the Common Stock
on February 28, 2002 as reported on the Nasdaq National Market ($2.35), was
approximately $46,977,560. Shares of Common Stock held by each named executive
officer and director and by each entity known to the Registrant to beneficially
own 5% or more of the outstanding Common Stock have been excluded in that such
persons may be deemed affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.

As of February 28, 2002, Registrant had outstanding 39,874,760 shares of Common
Stock.

<PAGE>


                                EXPLANATORY NOTE

         Innoveda, Inc. ("Innoveda"; the "Company"; or the "Registrant") is
filing this Amendment No. 1 on Form 10-K/A to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 29, 2001, as filed with the
Securities and Exchange Commission (the "SEC"; or the "Commission") on March 29,
2002, for the purpose of amending and restating in its entirety Part III of such
Annual Report on Form 10-K, as set forth below.


                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

DIRECTORS OF THE COMPANY

         The Company has a classified Board of Directors consisting of two
Class I directors, two Class II directors and two Class III directors. The
ClassI, Class II and Class III directors were elected to serve until the
annual meeting of stockholders to be held in 2004, 2002 and 2003,
respectively, and until their respective successors are duly elected and
qualified. At each annual meeting of stockholders, directors are elected for
a full term of three years to succeed those whose terms are expiring.

         For each member of the Board of Directors of the Company there
follows information concerning his principal occupation and business
experience for at least the past five years, the names of other public
reporting companies of which he serves as a director and his age and length
of service as a director of the Company. There are no family relationships
among any of the directors and the executive officers of the Company.

         Current Directors - Terms Expiring 2002

         WILLIAM V. BOTTS, 66, has served as a director of the Company since May
1997. Since March 2000, Mr. Botts has served as an independent management
consultant. Mr. Botts served as Interim Chief Executive Officer and Chairman of
the Board of the Company from July 1999 to March 2000. From August 1997 to July
1999, Mr. Botts was the Interim Chief Executive Officer of California
Lifestyles, Inc., a footwear company. From 1996 to 1997, Mr. Botts served as
Chief Executive Officer of Hard Candy, Inc., a cosmetics company. From 1993 to
1996, Mr. Botts was the owner and President of WV Associates, a consulting firm
for business combinations, acquisitions, business turnarounds and strategic
planning.

         KEITH B. GEESLIN, 49, has served as a director of the Company since
March 2000. Mr. Geeslin was a director of Viewlogic Systems, Inc.
("Viewlogic"), an electronic design automation company, from October 1998 to
March 2000. Since 1984, Mr. Geeslin has served in various capacities at The
Sprout Group, a venture capital firm, most recently as Managing General
Partner. In addition, Mr. Geeslin is a general or limited partner in a series
of investment funds associated with The Sprout Group, a division of DLJ
Capital Corporation (at which he serves as a Managing Director), which is a
wholly owned subsidiary of Credit Suisse First Boston (USA), Inc. Mr. Geeslin
is also a director of CommVault Systems, GoBeam, Inc., Legerity, Paradyne
Networks, Inc., Synaptics, Inc., ylPes Communications and Rhythms
NetConnections, Inc.


                                       2

<PAGE>


         Current Directors - Terms Expiring 2003

         WILLIAM J. HERMAN, 42, has served as the Company's Chief Executive
Officer and Chairman of the Board since March 2000 and as President of the
Company from March 2000 to February 2002. From October 1998 to March 2000, Mr.
Herman served as President and Chief Executive Officer and a director of
Viewlogic, an electronic design automation company. From December 1997 to
September 1998, Mr. Herman served as President of the Viewlogic Systems Group of
Synopsys, Inc., an electronic design automation company. From 1995 to November
1997, Mr. Herman served in various senior management capacities, most recently
as President and Chief Executive Officer, at Viewlogic Systems, Inc., an
electronic design automation company distinct from Viewlogic, which Mr. Herman
co-founded in 1984.

         HIROSHI HASHIMOTO, 50, has served as a director of the Company since
September 2000. From 1992 to September 2000, Mr. Hashimoto was a director of
PADS Software, Inc., an electronic design automation company that was acquired
by the Company in September 2000. Since 1983, Mr. Hashimoto has served as the
Chairman of Kyoden Company, Ltd., a manufacturer of printed circuit boards. Mr.
Hashimoto served as President of Kyoden Company Limited from 1983 until June
1999. Mr. Hashimoto is also a director of Sotec Company, Ltd.

         Current Directors - Terms Expiring 2004

         LORNE J. COOPER, 45, has served as a director of the Company since
March 2000. From December 1999 to March 2000, Mr. Cooper was a director of
Viewlogic, an electronic design automation company. From 1994 to June 2000, Mr.
Cooper served as the President of Sente, Inc., an electronic design automation
company. From June 2000 to June 2001, Mr. Cooper served as the Vice Chairman and
a director of Sequence Design, a software company. Since February 2001, Mr.
Cooper has served as the President of NuSphere Corporation, which develops
software for building database-driven web sites.

         STEVEN P. ERWIN, 58, has served as a director of the Company since May
1997. Mr. Erwin served as Executive Vice President and Chief Financial Officer
of Health Net, Inc., a managed health care company, from March 1998 until
January 2002. From 1994 to July 1997, Mr. Erwin was Executive Vice President and
Chief Financial Officer of U.S. Bancorp, Portland, Oregon.

         Mr. Cooper, Mr. Geeslin and Mr. Herman were initially elected to the
Board of Directors pursuant to the terms of the agreement under which the
Company acquired Viewlogic in March 2000. Mr. Cooper, Mr. Geeslin and Mr. Herman
were directors of Viewlogic prior to its acquisition by the Company. Also
pursuant to the terms of that agreement, Mr. Botts and Mr. Erwin remained
directors of the Company. Mr. Herman was re-elected to the Board of Directors by
the Company's stockholders at the Company's 2000 Annual Meeting of Stockholders.
Mr. Cooper and Mr. Erwin were re-elected to the Board of Directors by the
Company's stockholders at the Company's 2001 Annual Meeting of Stockholders. Mr.
Hashimoto was elected to the Board of Directors pursuant to the terms of the
agreement under which the Company acquired PADS Software, Inc. in September
2000. Mr. Hashimoto was a director of PADS Software, Inc. prior to its
acquisition by the Company.

EXECUTIVE OFFICERS OF THE COMPANY

         The information required by this Item with respect to executive
officers is set forth under the heading "Executive Officers of Registrant" in
Part I of this Form 10-K and is incorporated herein by reference.


                                       3


<PAGE>


SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

         Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers, and
persons who own more than ten percent of a registered class of the Company's
equity securities ("Reporting Persons"), to file with the SEC reports of
ownership and reports of changes in ownership of the Company's Common Stock
("Common Stock") and other equity securities of the Company. Reporting Persons
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) reports they file.

         To the Company's knowledge, based on a review of the copies of Section
16(a) reports furnished to the Company or written representations from certain
Reporting Persons that no Form 5 filing was required for such person, during
fiscal 2001 all of the Company's Reporting Persons complied with the applicable
Section 16(a) filing requirements, except that Mr. Herman filed a Form 4
reporting his purchase in March 2001 of 3,000 shares of Common Stock one day
late.

ITEM 11. EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

         The following table sets forth certain information concerning the
compensation of (i) the Company's Chief Executive Officer as of December 29,
2001, (ii) the Company's other four most highly compensated executive officers
who were serving as executive officers of the Company as of December 29, 2001
and (iii) one former executive officer of the Company who was not serving in
such capacity as of December 29, 2001 (collectively, the "Named Executive
Officers"):

<TABLE>
<CAPTION>
                          SUMMARY COMPENSATION TABLE(1)

                                             ANNUAL COMPENSATION (2)                              LONG-TERM AWARDS
                                 -----------------------------------------------   -----------------------------------------------
                                                                    OTHER ANNUAL    RESTRICTED      SECURITIES        ALL OTHER
                                            SALARY       BONUS      COMPENSATION   STOCK AWARDS     UNDERLYING       COMPENSATION
NAME AND PRINCIPAL POSITION (3)  YEAR      ($) (4)      ($) (5)       (6) ($)        ($) (7)        OPTIONS (8)        ($) (9)
-------------------------------  ----      -------      -------     ------------   ------------  ----------------   --------------
<S>                              <C>       <C>         <C>           <C>             <C>            <C>                <C>
William J. Herman                2001      315,000         -           6,000            -             440,000            2,000
    Chairman of the Board, and   2000      263,212     235,783         6,000            -                -               1,500
    Chief Executive Officer (10) 1999      228,212      69,800         6,000         1,658,611           -               1,500

Richard G. Lucier                2001      270,000         -           6,000            -             360,000            2,000
    President (10)               2000      239,693     167,856         6,000            -                -               1,500
                                 1999      219,692      71,611         6,000         1,290,000           -               1,500

Peter T. Johnson                 2001      215,000         -             -              -             144,000            2,000
    Vice President, Business     2000      203,519      97,738           -              -                -               1,500
    Development and Chief        1999      188,519      43,383           -             275,100           -               1,500
    Legal Officer

Guy Moshe (11)                   2001      242,715         -          22,701            -              81,360
    Senior Vice President and    2000      220,143      91,255        16,871            -               2,962              -
    General Manager - Israel     1999      180,000         -          12,804            -             256,681              -

Kevin P. O'Brien                 2001      185,000         -                            -             192,000            2,000
    Vice President, Finance      2000      175,866      77,077                          -                -               1,500
    and Administration and       1999      150,000      28,646                         348,752           -               1,500
    Chief Financial Officer

Gary Kiaski (12)                 2001      200,081         -           3,692            -                -             217,000 (13)
    Vice President,              2000      270,733      28,260         6,000            -                -               1,500
    Worldwide Sales              1999      262,600      16,542         6,000            -                -               1,500

</TABLE>
------------------------


                                       4


<PAGE>


(1)  In March 2000, Viewlogic merged (the "Merger") with and into a wholly owned
     subsidiary of the Company, with Viewlogic surviving the merger and each
     outstanding share of capital stock of Viewlogic being converted into
     0.67928 of a share of Common Stock (the "Exchange Ratio"). Upon the
     effective time of the Merger, Mr. Herman, Mr. Lucier, Mr. Johnson, Mr.
     O'Brien and Mr. Kiaski joined the Company as executive officers. With
     respect to Mr. Herman, Mr. Lucier, Mr. Johnson, Mr. O'Brien and Mr. Kiaski,
     (i) all compensation data for the periods prior to March 2000 reflects
     compensation paid to each in his capacity as an executive officer of
     Viewlogic and (ii) stock-based compensation paid to each during that period
     is adjusted to reflect the Exchange Ratio.

(2)  In accordance with the rules of the SEC, the compensation set forth in the
     table above does not include (i) medical, group life or other benefits
     which are available to all of the Company's salaried employees, and (ii)
     perquisites and other personal benefits, securities or property which do
     not exceed the lesser of $50,000 or 10% of the total annual salary and
     bonuses for each of the Named Executive Officers.

(3)  Unless otherwise noted, lists the principal position with the Company as of
     December 29, 2001.

(4)  Amounts shown include cash and non-cash compensation earned and received by
     executive officers as well as amounts earned but deferred at the election
     of those officers.

(5)  Represents annual incentive bonuses.

(6)  Represents automobile allowances.

(7)  All shares of restricted stock were issued upon the exercise of stock
     options. On November 23, 1998, Mr. Herman was granted options to purchase
     860,046 shares of Common Stock, Mr. Lucier was granted options to purchase
     679,280 shares of Common Stock, Mr. Johnson was granted options to purchase
     142,648 shares of Common Stock, Mr. O'Brien was granted options to purchase
     180,839 shares of Common Stock and Mr. Kiaski was granted options to
     purchase 180,839 shares of Common Stock. All of these options were
     exercisable in full immediately upon grant, but the shares issuable upon
     exercise are restricted shares, subject to a repurchase right of the
     Company if the executive officer ceases to be an employee, officer or
     director of, or a consultant to, the Company. The shares issuable upon
     exercise of the options vest from this repurchase right over time.
     Twenty-five percent of the shares for Mr. Herman, Mr. Lucier, Mr. O'Brien
     and Mr. Kiaski vested as of October 2, 1999. Twenty-five percent of the
     shares for Mr. Johnson vested as of October 19, 1999. The remaining 75%
     vest in equal monthly installments over the succeeding 36 months. If,
     within 24 months after a change of control of the Company, the executive
     officer ceases to be an employee, officer or director of, or a consultant
     to, the Company as a result of termination without cause by the Company or
     for good reason by the executive, 100% of the original number of shares
     subject to the executive's options vest. Each holder of restricted stock is
     entitled to the same dividends with respect to his restricted stock as are
     paid to holders of unrestricted shares of Common Stock. Mr. Herman, Mr.
     O'Brien and Mr. Johnson exercised their options in full on August 11, 1999.
     Mr. Lucier exercised his options in full on August 12, 1999. As of those
     dates, all shares of stock issued upon exercise were restricted stock. All
     amounts set forth under the heading "Restricted Stock Awards" represent the
     aggregate dollar value of all shares of restricted stock issued to the
     executive officer based upon the fair market value of the restricted stock
     on the date of the issuance minus the aggregate exercise price of the stock
     options. On December 28, 2001, the last trading day in fiscal 2001, the
     closing per share sale price of the Common Stock was $1.93. Mr. Herman held
     179,176 shares of restricted stock with a value, if vested, of $204,261,
     Mr. Lucier held 141,516 shares of restricted stock with a value, if vested,
     of $161,328, Mr. O'Brien held 37,675 shares of restricted stock with a
     value, if vested, of $42,950 and Mr. Johnson held 29,718 shares of
     restricted stock with a value, if vested, of $33,879. Mr. Botts, Mr. Moshe
     and Mr. Kiaski held no shares of restricted stock on December 28, 2001.


                                       5

<PAGE>


(8)  Represents the grant of options to purchase shares of Common Stock.

(9)  Unless otherwise noted, represents matching contributions by the Company to
     the Company's 401(k) plan.

(10) In February 2002, Mr. Lucier began serving as the Company's President. As
     of December 29, 2001, Mr. Herman served as the Company's Chairman of the
     Board, President and Chief Executive Officer, and Mr. Lucier served as the
     Company's Executive Vice President and Chief Operating Officer.

(11) Mr. Moshe's employment with the Company ceased in April 2002.

(12) Mr. Kiaski's employment with the Company ceased in August 2001.

(13) Consists of $215,000 in severance payments by the Company and $2,000 in
     matching contributions by the Company to the Company's 401(k) plan.

OPTION GRANTS, EXERCISES AND YEAR-END VALUES

         The following table sets forth certain information concerning grants of
stock options to each of the Named Executive Officers during the fiscal year
ended December 29, 2001. The Company granted no stock appreciation rights during
the fiscal year ended December 29, 2001.

                        OPTION GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
                                         INDIVIDUAL GRANTS
                           --------------------------------------------------------   POTENTIAL REALIZABLE
                                           PERCENT OF                                VALUE AT ASSUMED ANNUAL
                             NUMBER OF       TOTAL                                    RATES OF STOCK PRICE
                             SECURITIES      OPTIONS                                 APPRECIATION FOR OPTION
                             UNDERLYING    GRANTED TO    EXERCISE                            TERM(1)
                              OPTIONS     EMPLOYEES IN    PRICE ($/    EXPIRATION    ----------------------------
                             GRANTED(2)      2001(3)     SHARE)(4)        DATE         5%($)          10%($)
                           --------------------------------------------------------------------------------------
<S>                           <C>             <C>          <C>           <C>         <C>            <C>
William J. Herman             440,000         8.24%        $2.0625       1/3/11      $570,722       $1,446,321
Richard G. Lucier             360,000         6.742%       $2.0625       1/3/11      $466,955       $1,183,354
Peter T. Johnson              144,000         2.697%       $2.0625       1/3/11      $186,782         $473,342
Guy Moshe (5)                  75,000         1.405%       $2.0625       1/3/11       $97,282         $246,532
                                2,942(6)      0.055%       $3.8750       3/1/11        $7,170          $18,169
                                3,418(6)      0.064%       $0.9000     10/11/11        $1,935           $4,903
Kevin P. O'Brien              192,000         3.596%       $2.0625       1/3/11      $249,042         $631,122
Gary Kiaski (7)               240,000         4.495%       $2.0625       1/3/11      $311,303         $788,903
</TABLE>
----------------------

(1)  As required by the rules of the SEC, amounts represent hypothetical gains
     that could be achieved for the respective options if exercised at the end
     of the option term. These gains are based on the prescribed assumed rates
     of stock appreciation of 5% and 10% compounded annually from the date the
     respective options were granted to their expiration date. Actual gains, if
     any, on stock option exercises will depend on the future performance of the
     Common Stock and the date on which the options are exercised. No gain to
     the optionees is possible without an appreciation in stock price, which
     will benefit all stockholders commensurately.


                                       6


<PAGE>


(2)  Represents the grant of options to purchase shares of Common Stock. All of
     these options, except those granted to Mr. Moshe, were exercisable in full
     immediately upon grant, but the shares issuable upon exercise will be
     restricted shares, subject to a repurchase right of the Company if the
     executive officer ceases to be an employee, officer or director of, or a
     consultant to, the Company. The shares issuable upon exercise of the
     options vest from this repurchase right in equal monthly installments over
     48 months from the date of grant. Except as indicated in note (5) below,
     Mr. Moshe's options become exercisable and vest in equal monthly
     installments over 48 months from the date of grant. For all Named Executive
     Officers, including Mr. Moshe, if the closing price of the Common Stock is
     $10 or more for any twenty consecutive trading days, an additional 25% of
     the shares become vested, and if the closing price of the Common Stock is
     $20 or more for any twenty consecutive trading days, an additional 25% of
     the shares become vested. If, within 24 months after a change of control of
     the Company, the Named Executive Officer ceases to be an employee, officer
     or director of, or a consultant to, the Company as a result of termination
     without cause by the Company or for good reason by the executive, 100% of
     the remaining unvested shares vest in full.

(3)  Based on a total of 5,339,574 shares subject to options granted by the
     Company to its employees and consultants during fiscal 2001.

(4)  Equals the per share fair market value of the underlying shares of Common
     Stock on the date of grant.

(5)  Mr. Moshe's employment with the Company ceased in April 2002.

(6)  This option was fully vested on the date of grant.

(7)  Mr. Kiaski's employment with the Company ceased in August 2001.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND YEAR-END OPTION VALUE

         The following table sets forth certain information concerning the value
of unexercised stock options held by each of the Named Executive Officers as of
December 29, 2001. No Named Executive Officer exercised an option to purchase
Common Stock during fiscal 2001, other than Mr. Kiaski.

   AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END VALUES

<TABLE>
<CAPTION>

                                                                   NUMBER OF SECURITIES              VALUE OF UNEXERCISED
                                                              UNDERLYING UNEXERCISED OPTIONS         IN-THE-MONEY OPTIONS
                          SHARES ACQUIRED                           AT FISCAL YEAR-END             AT FISCAL YEAR-END($)(1)
          NAME              ON EXERCISE    VALUE REALIZED(2)     EXERCISABLE/UNEXERCISABLE         EXERCISABLE/UNEXERCISABLE
--------------------   ------------------- -----------------  -------------------------------   -------------------------------
<S>                           <C>               <C>                   <C>                               <C>
William J. Herman                -                 -                  100,832/339,168                       $0/$0
Richard G. Lucier                -                 -                   82,499/277,501                       $0/$0
Peter T. Johnson                 -                 -                   32,999/111,001                       $0/$0
Guy Moshe (3)                    -                 -                  267,711/123,438                   $3,521/$0
Kevin P. O'Brien                 -                 -                   43,999/148,001                       $0/$0
Gary Kiaski (4)                128,094          $96,211                     0/0                             $0/$0
</TABLE>

-----------


                                       7


<PAGE>


(1)  Represents the aggregate fair market value of the underlying shares of
     Common Stock on December 28, 2001, the last trading day of fiscal 2001
     ($1.93 per share), minus the aggregate exercise price.

(2)  Represents the difference between the aggregate fair market value of the
     underlying shares of Common Stock on the date of exercise and the aggregate
     exercise price.

(3)  Mr. Moshe's employment with the Company ceased in April 2002.

(4)  Mr. Kiaski's employment with the Company ceased in August 2001.


DIRECTOR COMPENSATION

         Each non-employee director currently receives compensation for his
service as a director of the Company as follows: (i) an annual cash retainer
of $7,500 and (ii) $1,000 for each day of each meeting of the Board of
Directors or any committee thereof attended by such director. In addition,
Messrs. Botts, Cooper, Erwin and Geeslin were each granted a stock option in
April 2000 to purchase 50,000 shares of Common Stock at an exercise price of
$4.85 per share. Mr. Hashimoto was granted an option in September 2000 to
purchase 50,000 shares of Common Stock at a purchase price of $3.69 per
share. The practice of the Board has been to grant each new non-employee
director a stock option to purchase 50,000 shares of Common Stock upon first
being elected to the Board of Directors. All of these options vest in equal
monthly installments over the 48-month period succeeding the date of grant.
If a director is involuntarily removed from the Board following a change in
control of the Company, the unvested portion of these options immediately
becomes fully vested. Directors are also reimbursed for all reasonable travel
expenses related to attending Board and committee meetings. No options were
granted to non-employee directors in 2001.

EMPLOYMENT AND RELATED AGREEMENTS WITH NAMED EXECUTIVE OFFICERS

         WILLIAM J. HERMAN. In connection with its acquisition of Viewlogic in
March 2000, the Company assumed the employment agreement of William J. Herman,
the Company's Chairman of the Board and Chief Executive Officer. Under the terms
of Mr. Herman's employment agreement, Mr. Herman's employment will continue
until October 2, 2002, unless Mr. Herman resigns or the Company terminates his
employment. Mr. Herman receives a base salary of $315,000 annually and standard
benefits afforded other employees of the Company. If the Company terminates Mr.
Herman's employment without cause, he will continue to receive his benefits and
base salary for a period of nine months. This agreement includes
post-termination restrictions for a period of one year which restrict Mr. Herman
from competing with the Company and which prohibit him from soliciting the
Company's employees and customers during that period. Mr. Herman's compensation
is subject to adjustment but his base salary may not be decreased.

         RICHARD G. LUCIER. Also in connection with its acquisition of
Viewlogic in March 2000, the Company assumed the employment agreement of
Richard G. Lucier, the Company's President. Mr. Lucier's employment agreement
provides that Mr. Lucier's employment will continue until October 2, 2002,
unless Mr. Lucier resigns or the Company terminates his employment. Mr.
Lucier receives a base salary of $270,000 annually and standard benefits
afforded other employees of the Company. If the Company terminates Mr.
Lucier's employment without cause, he will continue to receive his benefits
and base salary for a period of nine months. This agreement includes
post-termination restrictions for a period of one year which restrict Mr.
Lucier from competing with the Company and which prohibit him from soliciting
the Company's employees and customers during that period. Mr. Lucier's
compensation is subject to adjustment but his base salary may not be
decreased.


                                       8

<PAGE>


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         Currently, the Compensation Committee of the Board of Directors
consists of Lorne J. Cooper and Steven P. Erwin. From January to April 2001, the
Compensation Committee consisted of Mr. Erwin and Keith B. Geeslin. No executive
officer of the Company served during fiscal 2001 as a director or member of the
compensation committee (or other committee serving an equivalent function) of
any other entity, whose executive officers served on the Board of Directors or
the Compensation Committee of the Board of Directors of the Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP

         The following table sets forth information as of January 31, 2002 with
respect to the beneficial ownership of the Common Stock by (i) each person or
entity known to the Company to beneficially own more than 5% of the outstanding
shares of the Common Stock, (ii) each director of the Company, (iii) each of the
Named Executive Officers, and (iv) all directors and executive officers of the
Company, as a group.







                                       9


<PAGE>


<TABLE>
<CAPTION>
                                                                     NUMBER OF SHARES
                                                                   BENEFICIALLY OWNED(1)          PERCENT OF TOTAL
                                                                   ---------------------          ----------------
<S>                                                                     <C>                                 <C>
Mentor Graphics Corporation(2).............................             15,633,687                          39.0%
  8005 S.W. Boeckman Road
  Wilsonville, Oregon 97070-7777
Keith B. Geeslin(3)........................................
  C/o The Sprout Group                                                   9,541,165                          23.8%
  300 Sand Hill Road
  Building 3, Suite 170
  Menlo Park, CA 94025
The Sprout Group(4)...................................                   9,509,916                          23.7%
  300 Sand Hill Road
  Building 4, Suite 270
  Menlo Park, CA 94025
Kyoden Company Limited(5).............................                   4,741,491                          11.8%
  30-13 Motoyoyogi
  Shibuya-Ku
  Tokyo, Japan
Hiroshi Hashimoto(6)..................................                   4,763,365                          11.9%
  Kyoden Company Limited
  30-13 Motoyoyogi
  Shibuya - Ku
  Tokyo, Japan
Synopsys, Inc.........................................                   3,583,314                           8.9%
  700 East Middlefield Road
  Mountain View, CA 93404
William J. Herman(7)..................................                   1,377,778                           3.4%
William V. Botts(8)...................................                     100,624                        *
Lorne J. Cooper(9)....................................                      31,249                        *
Steven P. Erwin(10)...................................                      62,083                        *
Richard G. Lucier(11).................................                   1,042,847                           2.6%
Peter T. Johnson(12)..................................                     294,142                        *
Guy Moshe(13).........................................                     287,125                        *
Kevin P. O'Brien(14)..................................                     372,839                        *
Gary Kiaski(15).......................................                      98,437                        *
All directors and executive officers as a group                         17,780,912                          42.8%
  (10 persons)(16)....................................
</TABLE>
---------------------
*     Less than 1%.

(1)  Unless otherwise noted, reflects beneficial ownership as of April 23, 2002.
     The inclusion herein of any shares of Common Stock deemed beneficially
     owned does not constitute an admission of beneficial ownership of those
     shares. Unless otherwise indicated, each person listed above has sole
     voting and investment power with respect to the shares listed or shares
     voting and/or investment power with his spouse. For purposes of this table,
     each person is deemed to beneficially own any shares subject to stock
     options, warrants or other securities or rights convertible into Common
     Stock, held by such person that are currently exercisable (or convertible)
     or exercisable (or convertible) within 60 days after April 23, 2002. As of
     April 23, 2002, the Company had 40,086,376 shares of Common Stock
     outstanding.


                                       10


<PAGE>


(2)  On April 23, 2002, the Company entered into an Agreement and Plan of Merger
     (the "Merger Agreement") with Mentor Graphics Corporation ("Mentor") and
     Indiana Merger Corporation, a wholly owned subsidiary of Mentor ("Merger
     Sub"). Under the terms of the Merger Agreement, Merger Sub will make a
     tender offer to purchase all of the outstanding shares of Common Stock at a
     per share purchase price of $3.95 in cash. The Merger Agreement provides
     for the tender offer to be followed by a second step merger in which those
     shares of Common Stock not tendered in the tender offer will be converted
     into the right to receive the same $3.95 per share in cash. In connection
     with the Merger Agreement, certain affiliates of the Company have entered
     into Tender and Stockholder Support Agreements (the "Support Agreements")
     with Mentor and Merger Sub. Pursuant to the Support Agreements, the Company
     affiliates party thereto have, among other things: (1) agreed to tender, to
     the extent such shares are outstanding, an aggregate of approximately 39%
     of the outstanding shares of Common Stock in the tender offer; and
     (2) granted to Mentor an irrevocable option to purchase, to the extent
     such shares are outstanding, up to an aggregate of approximately 39% of
     the outstanding shares of Common Stock upon the occurrence of certain
     events generally relating to acquisition proposals which are competitive
     with the transactions contemplated by the Merger Agreement. In addition,
     certain of the Company affiliates have agreed, pursuant to their Support
     Agreements, to vote, to the extent such shares are outstanding, an
     aggregate of approximately 39% of the outstanding shares of Common Stock
     in favor of the merger contemplated by the Merger Agreement and against
     any competing acquisition proposal (and have granted irrevocable proxies
     to Walden C. Rhines, Mentor's Chairman of the Board and Chief Executive
     Officer, and Gregory K. Hinckley, Mentor's President, or to either of
     them, to vote such shares in such manner). Shares of Common Stock
     acquired by the Company affiliates party to Support Agreements after
     April 23, 2002, by exercise of stock options or otherwise, will be subject
     to the terms and provisions of the Support Agreements.

(3)  Consists of 31,249 shares issuable upon the exercise of stock options held
     by Mr. Geeslin that are exercisable within the 60-day period following
     April 23, 2002 and an aggregate of 9,509,916 shares beneficially owned by
     The Sprout Group, as more fully described in note (4) below. Mr. Geeslin is
     a Managing Director of DLJ Capital Corporation and a Managing General
     Partner of The Sprout Group, which is a division of DLJ Capital
     Corporation. DLJ Capital Corporation is a wholly owned subsidiary of Credit
     Suisse First Boston (USA), Inc., which itself is a subsidiary of Credit
     Suisse First Boston, Inc. Mr. Geeslin disclaims beneficial ownership of all
     shares owned by The Sprout Group. Mr Geeslin has entered into a Support
     Agreement with respect to the 28,125 shares of Common Stock issuable upon
     the exercise of stock options held by Mr. Geeslin, which shares were not
     outstanding as of April 23, 2002. See note (2) above. The Support Agreement
     to which Mr. Geeslin is a party does not include the voting and irrevocable
     proxy provisions referenced in note (2) above.

(4)  Consists of 771,715 shares owned by DLJ ESC II, L.P., 6,440,804 shares
     owned by Sprout Capital VIII, L.P., 1,755,195 shares owned by Sprout Growth
     II, L.P., 29,273 shares owned by Sprout CEO Fund, L.P., 126,481 shares
     owned by DLJ Capital Corporation and 386,448 shares owned by Sprout Venture
     Capital, L.P. DLJ LBO Plans Management Corporation is the General Partner
     of DLJ ESC II, L.P. DLJ Capital Corporation is the Managing General Partner
     of Sprout Capital VIII, L.P. and Sprout Growth II, L.P. and is the General
     Partner of Sprout CEO Fund, L.P. and Sprout Venture Capital, L.P. DLJ LBO
     Plans Management Corporation is an indirect subsidiary of Credit Suisse
     First Boston (USA), Inc. DLJ Capital Corporation is a wholly owned
     subsidiary of Credit Suisse First Boston (USA), Inc. Credit Suisse First
     Boston (USA), Inc. is a subsidiary of Credit Suisse First Boston, Inc.
     Keith B. Geeslin is a General Partner of DLJ Associates VIII, L.P., which
     is a General Partner of Sprout Capital VIII, L.P., and a General Partner of
     DLJ Growth Associates II, L.P., which is a General Partner of Sprout Growth
     II, L.P. See note (3) above. DLJ ESC II, L.P. has entered into a Support
     Agreement with respect to the 771,715 shares of Common Stock owned by DLJ
     ESC II, L.P. See note (2) above. The Support Agreement to which DLJ ESC II,
     L.P. is a party includes the voting and irrevocable proxy provisions
     referenced in note (2) above. DLJ Capital Corporation has entered into a
     Support Agreement with respect to an aggregate of 8,390,609 of the
     shares of Common Stock owned by Sprout Capital VIII, L.P., Sprout
     Growth II, L.P., Sprout CEO Fund, L.P., DLJ Capital Corporation and Sprout
     Venture Capital, L.P. See note (2) above. The Support Agreement to which
     DLJ Capital Corporation is a party includes the voting and irrevocable
     proxy provisions referenced in note (2) above.


                                       11


<PAGE>


(5)  Represents shares owned by Kyoden Holding Company, a wholly owned
     subsidiary of Kyoden Company Limited. Hiroshi Hashimoto, a director of the
     Company, is Chairman, a director and 58% shareholder of Kyoden Company
     Limited. Mr. Hashimoto disclaims beneficial ownership of all shares owned
     by Kyoden Holding Company. Kyoden Company Limited has entered into a
     Support Agreement with respect to 4,552,882 of the shares of Common Stock
     owned by Kyoden Holding Company. See note (2) above. The Support Agreement
     to which Kyoden Company Limited is a party includes the voting and
     irrevocable proxy provisions referenced in note (2) above.

(6)  Consists of 21,874 shares issuable upon the exercise of stock options held
     by Mr. Hashimoto that are exercisable within the 60-day period following
     April 23, 2002 and 4,741,491 shares owned by Kyoden Holding Company, a
     wholly owned subsidiary of Kyoden Company Limited. Mr. Hashimoto, a
     director of the Company, is Chairman, a director and 58% shareholder of
     Kyoden Company Limited. Mr. Hashimoto has entered into a Support Agreement
     with respect to the 18,750 shares of Common Stock issuable upon the
     exercise of stock options held by Mr. Hashimoto, which shares were not
     outstanding as of April 23, 2002. See note (2) above. The Support Agreement
     to which Mr. Hashimoto is a party does not include the voting and
     irrevocable proxy provisions referenced in note (2) above.

(7)  Includes 440,000 shares issuable upon the exercise of stock options held by
     Mr. Herman that are exercisable within the 60-day period following April
     23, 2002. Mr. Herman has entered into a Support Agreement with respect to
     900,475 of the outstanding shares of Common Stock owned by Mr. Herman and
     440,000 shares of Common Stock issuable upon the exercise of stock options
     held by Mr. Herman (which shares were not outstanding as of April 23,
     2002). See note (2) above. The Support Agreement to which Mr. Herman is a
     party includes the voting and irrevocable proxy provisions referenced in
     note (2) above.

(8)  Includes 78,124 shares issuable upon the exercise of stock options held by
     Mr. Botts that are exercisable within the 60-day period following April 23,
     2002. Mr. Botts has entered into a Support Agreement with respect to 21,605
     of the outstanding shares of Common Stock owned by Mr. Botts and 75,000
     shares of Common Stock issuable upon the exercise of stock options held by
     Mr. Botts (which shares were not outstanding as of April 23, 2002). See
     note (2) above. The Support Agreement to which Mr. Botts is a party does
     not include the voting and irrevocable proxy provisions referenced in note
     (2) above.

(9)  Represents shares issuable upon the exercise of stock options held by
     Mr. Cooper that are exercisable within the 60-day period following April
     23, 2002. Mr. Cooper has entered into a Support Agreement with respect to
     the 28,125 shares of Common Stock issuable upon the exercise of stock
     options held by Mr. Cooper, which shares were not outstanding as of April
     23, 2002. See note (2) above. The Support Agreement to which Mr. Cooper is
     a party does not include the voting and irrevocable proxy provisions
     referenced in note (2) above.

(10) Includes 57,083 shares issuable upon the exercise of stock options held by
     Mr. Erwin that are exercisable within the 60-day period following April 23,
     2002. Mr. Erwin has entered into a Support Agreement with respect to 4,801
     of the outstanding shares of Common Stock owned by Mr. Erwin and 55,000
     shares of Common Stock issuable upon the exercise of stock options held by
     Mr. Erwin (which shares were not outstanding as of April 23, 2002). See
     note (2) above. The Support Agreement to which Mr. Erwin is a party does
     not include the voting and irrevocable proxy provisions referenced in
     note (2) above.


                                       12

<PAGE>


(11) Includes 360,000 shares issuable upon the exercise of stock options held by
     Mr. Lucier that are exercisable within the 60-day period following April
     23, 2002. Mr. Lucier has entered into a Support Agreement with respect to
     655,684 of the outstanding shares of Common Stock owned by Mr. Lucier and
     360,000 shares of Common Stock issuable upon the exercise of stock options
     held by Mr. Lucier (which shares were not outstanding as of April 23,
     2002). See note (2) above. The Support Agreement to which Mr. Lucier is a
     party includes the voting and irrevocable proxy provisions referenced in
     note (2) above.

(12) Includes 144,000 shares issuable upon the exercise of stock options held by
     Mr. Johnson that are exercisable within the 60-day period following April
     23, 2002. Mr. Johnson has entered into a Support Agreement with respect to
     144,170 of the outstanding shares of Common Stock owned by Mr. Johnson and
     144,000 shares of Common Stock issuable upon the exercise of stock options
     held by Mr. Johnson (which shares were not outstanding as of April 23,
     2002). See note (2) above. The Support Agreement to which Mr. Johnson is a
     party includes the voting and irrevocable proxy provisions referenced in
     note (2) above.

(13) Represents shares issuable upon the exercise of stock options held by
     Mr. Moshe that are exercisable within the 60-day period following April
     23, 2002. Mr. Moshe's employment with the Company ceased in April 2002.

(14) Includes of 192,000 shares issuable upon the exercise of stock options held
     by Mr. O'Brien that are exercisable within the 60-day period following
     April 23, 2002. Mr. O'Brien has entered into a Support Agreement with
     respect to 173,646 of the outstanding shares of Common Stock owned by Mr.
     O'Brien and 192,000 shares of Common Stock issuable upon the exercise of
     stock options held by Mr. O'Brien (which shares were not outstanding as of
     April 23, 2002). See note (2) above. The Support Agreement to which Mr.
     O'Brien is a party includes the voting and irrevocable proxy provisions
     referenced in note (2) above.

(15) Mr. Kiaski's employment with the Company ceased in August 2001.

(16) Includes 1,499,579 shares issuable upon the exercise of stock options held
     by such officers and directors that are exercisable within the 60-day
     period following April 23, 2002. Excludes an aggregate of 385,562 shares
     beneficially owned by Mr. Kiaski and Mr. Moshe, former executive officers
     of the Company.

Changes in Control

         On April 23, 2002, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Mentor Graphics Corporation ("Mentor") and
Indiana Merger Corporation, a wholly owned subsidiary of Mentor ("Merger Sub").
The Merger Agreement contemplates the acquisition of the Company by Mentor by
means of a cash tender offer to be followed by a second step merger. In
connection with the Merger Agreement, certain affiliates of the Company have
entered into Tender and Stockholder Support Agreements with Mentor and Merger
Sub (the "Support Agreements"), pursuant to which they have committed an
aggregate of 39% of the outstanding shares of Common Stock to be tendered in the
tender offer and to be voted to approve the second step merger. In addition,
pursuant to the Support Agreements, the Company affiliates party thereto have
granted to Mentor an option to purchase up to an aggregate of 39% of the
outstanding shares of Common Stock upon the occurrence of certain events
generally relating to acquisition proposals which are competitive with the
transactions contemplated by the Merger Agreement. See notes (2)-(12) and (14)
in the table set forth under the heading "Security Ownership" above.


                                       13


<PAGE>


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

         EXECUTIVE PROMISSORY NOTES. In August 1999, each of the executive
officers of the Company identified in the table below executed and delivered to
Viewlogic promissory notes in the principal amounts set forth beside their
respective names. In connection with the Company's acquisition of Viewlogic in
March 2000, the Company acquired these promissory notes.

<TABLE>
<CAPTION>
                                                                                           PRINCIPAL AMOUNT OF
                                                                                             PROMISSORY NOTE
                 NAME                                CURRENT TITLE                               ($)
                 ----                                -------------                               ---
<S>                                      <C>                                                    <C>
William J. Herman                        Chairman of the Board and Chief                        417,818
                                         Executive Officer
Richard G. Lucier                        President                                              330,000
Peter T. Johnson                         Vice President, Business Development                    69,300
                                         and Chief Legal Officer
Kevin P. O'Brien                         Vice President, Finance and                             87,854
                                         Administration and Chief Financial
                                         Officer
</TABLE>

         Each of the executives identified in the table above executed and
delivered their respective promissory notes in connection with amounts borrowed
to purchase shares of restricted stock upon the exercise of stock options. The
promissory notes bear no interest and are secured by a pledge of the shares of
restricted stock acquired upon exercise of the stock options. In the event of a
default under a promissory note, if the value of the restricted stock is not
sufficient to insure full payment of the promissory note, the maximum liability
of each executive is limited to the lesser of one-half of the original principal
amount of the promissory note and the then current balance under the promissory
note. Since December 31, 2000, the amount of indebtedness to the Company of each
of the executive officers under their respective promissory notes has been equal
to the principal amount of such promissory notes. Mr. Johnson's spouse is also
an obligor under his promissory note.

         ERIC BENHAYOUN. The Company entered into a four-year employment
agreement with Eric Benhayoun, the Company's Vice President of Sales for Europe,
in April 1999 pursuant to which his annual base salary was set at 1,040,853
French Francs (or approximately $137,323 U.S. Dollars, based on the exchange
rate on March 1, 2002), he received commissions based on sales generated, and he
received all standard benefits afforded other executives of the Company. In
April 2002, the Company terminated Mr. Benhayoun's employment. Pursuant to the
terms of Mr. Benhayoun's employment agreement, he is entitled to severance equal
to his monthly base salary, plus benefits for a period of twelve months
following his termination. In addition, all of the 17,188 shares remaining
unvested as of April 2002 under the stock option granted by the Company to Mr.
Benhayoun on February 25, 1999 became vested in full upon the termination of his
employment.

         GARY KIASKI. The Company terminated the employment of Gary Kiaski, then
the Company's Vice President of Worldwide Sales, in August 2001. In connection
with that termination, Innoveda paid to Mr. Kiaski $215,000, less applicable
taxes and other appropriate deductions, representing one year of his base
salary. The Company also agreed to pay the COBRA cost for medical coverage for
Mr. Kiaski and his family for up to one year or until Mr. Kiaski obtains other
employment that offers medical coverage.


                                       14


<PAGE>


         GUY MOSHE. In May 2000, the Company entered into an employment
agreement with Guy Moshe, then the Company's Senior Vice President and General
Manager - Israel, which terminated pursuant to its terms in March 2002. Pursuant
to the employment agreement, Mr. Moshe's annual base salary was set at 1,050,500
New Israeli Shekels (or approximately $224,035 U.S. Dollars, based on the
exchange rate on March 1, 2002), his annual bonus was set at up to 50% of his
base salary, and he received all standard benefits afforded other executives of
the Company. Mr. Moshe voluntarily terminated his employment with the Company in
April 2002.

         KYODEN COMPANY LIMITED. Kyoden Company Limited, which as of April 23,
2002 beneficially owned 4,741,491, or 11.8%, of the outstanding Common Stock,
owns 50% of PADS Japan. Hiroshi Hashimoto, a director of the Company, is the
Chairman and 58 % shareholder of Kyoden Company Limited. PADS Japan distributes
certain products of the Company in Japan. The Company has no ownership interest
in PADS Japan. Since December 30, 2000 and through March 30, 2002, the Company's
sales to PADS Japan were $1,586,930, which represents a discount of fifty
percent from the list price of the products purchased.

         SYNOPSYS, INC. The Company licenses certain products for resale from
Synopsys, Inc., which as of April 23, 2002 beneficially owned 3,583,314, or
8.9%, of the outstanding Common Stock. Since December 30, 2000 and through March
30, 2002, the Company has paid to Synopsys, Inc. $1,501,798, and accrued an
additional $820,472, in royalties based on the sale of those products.





                                       15


<PAGE>


                                    SIGNATURE

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                                INNOVEDA, INC.


                                                /s/  KEVIN P. O'BRIEN
                                                -------------------------------
                                                By:  Kevin P. O'Brien
                                                Its:  Chief Financial Officer

Dated:  April 26, 2002












                                       16