-----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, OAkz2PkK47H64L3sbhwyELxEJdlMQTEXh/ofsukOJXDire5EXUzI2utjjKlmaZam /UbrjpWHv4JkkYxPuLkYHw== 0001047469-98-038651.txt : 19981030 0001047469-98-038651.hdr.sgml : 19981030 ACCESSION NUMBER: 0001047469-98-038651 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981029 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: 98733378 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 SPECIAL MEETING OF QUICKTURN STOCKHOLDERS CONVENED AND ADJOURNED TO NOVEMBER 24 -- QUICKTURN STOCKHOLDERS URGED TO TENDER SHARES ON OR BEFORE OCTOBER 30 EXPIRATION DATE -- WILSONVILLE, OR, OCTOBER 29, 1998 -- Mentor Graphics Corporation (Nasdaq: MENT) announced that, pursuant to an agreement with Quickturn Design Systems, Inc. (Nasdaq: QKTN), the special meeting of Quickturn stockholders called by Mentor Graphics convened today and was immediately adjourned until November 24, 1998 without conducting any substantive business. The record date for the November 24, 1998 special meeting called by Mentor continues to be September 10, 1998. As previously announced, the principal purpose of the special meeting is to vote on replacing the current members of the Quickturn Board of Directors with a slate of independent directors nominated by Mentor Graphics. If the nominees are elected, Mentor Graphics expects that, subject to their fiduciary duties to all Quickturn stockholders, the new directors will take the steps necessary to facilitate the stockholders' ability to accept Mentor Graphics' $12.125 per share all-cash offer. Quickturn continues to assert, nevertheless, that the special meeting date has been conditionally set for January 8, 1999, citing a bylaw that it purported to adopt after Mentor Graphics' offer commenced on August 12, 1998. Dr. Walden C. Rhines, President and Chief Executive Officer of Mentor Graphics, said: "We look forward to the November 24 special meeting, and in the meantime urge Quickturn stockholders to tender their shares before the expiration of Mentor's Offer at 12:00 Midnight, New York City time, on Friday, October 30, 1998, unless extended. Tendering shares is the best way for Quickturn stockholders to send a message to the Quickturn Board of Directors to end their entrenchment tactics." Separately, the trial in which Mentor Graphics challenged the validity of the bylaw and poison pill amendments adopted by Quickturn after Mentor Graphics commenced its $12.125 per share all-cash offer on August 12, 1998, ended Wednesday afternoon in Delaware Court of Chancery. Mentor Graphics expects that post-trial briefs from both sides will be completed by November 6, 1998, and a decision by the Court of Chancery is expected shortly thereafter. Mentor Graphics' Offer to Purchase and ancillary documents are available on a Mentor Graphics World Wide Web site at http://www.mentorg.com/file. 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. CONTACT: Anne M. Wagner Roy Winnick/Todd Fogarty Vice President, Marketing Kekst and Company 503/685-1462 212/521-4800 # # # -----END PRIVACY-ENHANCED MESSAGE-----