-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GQU2oUsA0kUh4a/Bk/BJlN8WSaEP002mLD570YklGBqSOUpkBGmMGXCkZRj4qUor JGbv2wkwF6yz+TQWf+wp6g== 0001047469-98-037078.txt : 19981014 0001047469-98-037078.hdr.sgml : 19981014 ACCESSION NUMBER: 0001047469-98-037078 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981013 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUICKTURN DESIGN SYSTEMS INC CENTRAL INDEX KEY: 0000914252 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 770159619 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: SEC FILE NUMBER: 000-22738 FILM NUMBER: 98724562 BUSINESS ADDRESS: STREET 1: 55 W TRIMBLE ROAD CITY: SAN JOSE STATE: CA ZIP: 951311013 BUSINESS PHONE: 4089146000 MAIL ADDRESS: STREET 1: 55 W TRIMBLE ROAD CITY: SAN JOSE STATE: CA ZIP: 95131-1013 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MENTOR GRAPHICS CORP CENTRAL INDEX KEY: 0000701811 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 930786033 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 8005 SW BOECKMAN RD CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5036857000 DFAN14A 1 DFAN14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant / / Filed by a Party other than the Registrant /X/ Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material Pursuant to Section240.14a-11(c) or Section240.14a-12 QUICKTURN DESIGN SYSTEMS, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) MENTOR GRAPHICS CORPORATION - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required. / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: ----------------------------------------------------------------------- (2) Aggregate number of securities to which transaction applies: ----------------------------------------------------------------------- (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ----------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: ----------------------------------------------------------------------- (5) Total fee paid: ----------------------------------------------------------------------- / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ----------------------------------------------------------------------- (2) Form, Schedule or Registration Statement No.: ----------------------------------------------------------------------- (3) Filing Party: ----------------------------------------------------------------------- (4) Date Filed: ----------------------------------------------------------------------- MENTOR GRAPHICS SAYS DELAWARE COURT OF CHANCERY DENIES QUICKTURN MOTION FOR SUMMARY JUDGMENT --DELAWARE TRIAL ON VALIDITY OF QUICKTURN POISON PILL AND BY-LAW AMENDMENTS TO BEGIN OCT. 19-- --Separately, Special Master in Oregon Patent Litigation Denies All of Quickturn's Summary Judgment Motions-- WILSONVILLE, OR, OCTOBER 12, 1998--Mentor Graphics Corporation (Nasdaq: MENT) today announced that the Court of Chancery of the State of Delaware on Friday, October 9 denied a motion for summary judgment by Quickturn Design Systems, Inc. (Nasdaq: QKTN) as to the validity of amendments to Quickturn's by-laws and poison pill, which Quickturn had adopted after Mentor Graphics commenced its $12.125 per share, all-cash offer on August 12, 1998. The Delaware trial with respect to the validity of Quickturn's amended by-laws and poison pill--which together would delay the ability of Quickturn stockholders to accept Mentor Graphics' premium offer until a minimum of 11 months from the launch of Mentor Graphics' offer--has been scheduled to commence on October 19, 1998. Separately, Mentor Graphics announced that the Special Master in the patent litigation with Quickturn in federal court in Oregon recommended to the court on Friday, October 9 that summary judgment be granted in favor of Mentor Graphics respecting one of Quickturn's patents and that all other motions for summary judgment by the parties be denied. Trial in the case is presently scheduled for December 1998. Dr. Walden C. Rhines, President and Chief Executive Officer of Mentor Graphics, said: "We are very pleased with the Delaware Chancery Court's denial of Quickturn's motion for summary judgment, and now look forward to trying the case on October 19. This opinion represents an important step in ultimately ensuring Quickturn stockholders are able to decide whether to accept Mentor Graphics' fully financed, all-cash, premium offer. "We also are gratified by the recommendation of the Special Master in our Oregon patent dispute with Quickturn that summary judgment of non-infringement as to one Quickturn patent be granted in Mentor Graphics' favor. In addition, we are pleased that the Special Master recommended against granting any of Quickturn's motions for summary judgment on the other patents involved. We will be prepared to proceed to trial in December," concluded Dr. Rhines. The Dealer Manager for the Offer is Salomon Smith Barney. The Information Agent for the Offer is MacKenzie Partners, Inc., which can be reached toll-free at 800-322-2885 or by collect call at 212-929-5500. Contacts: Anne M. Wagner Roy Winnick/Todd Fogarty Vice President, Marketing Kekst and Company 503/685-1462 212/521-4800 # # # -----END PRIVACY-ENHANCED MESSAGE-----