-----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, Ux9deBHdVkU6h7InZRv89YO+WmnMGgecTuB3pQJOIAgJnzdaIE7B9x8TIGc2Junp HKpB6R78EzvRGN/nEEg9jg== 0000315066-97-001430.txt : 19970411 0000315066-97-001430.hdr.sgml : 19970411 ACCESSION NUMBER: 0000315066-97-001430 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970410 SROS: NONE 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43785 FILM NUMBER: 97577638 BUSINESS ADDRESS: STREET 1: 440 CLYDE AVE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 BUSINESS PHONE: 4159673300 MAIL ADDRESS: STREET 1: 440 CLYDE AVE CITY: MOUNTAIN VIEW STATE: CA ZIP: 94043 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FMR CORP CENTRAL INDEX KEY: 0000315066 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 161144965 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 82 DEVONSHIRE ST CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 6175706339 MAIL ADDRESS: STREET 1: 82 DEVONSHIRE STREET CITY: BOSTON STATE: MA ZIP: 02109 SC 13D/A 1 EFFECTIVE DATE - APRIL 1, 1997 - QUICKTURN DESIGN SYSTEMS, INCORPORATED SCHEDULE 13D Amendment No. 1 Quickturn Design Systems, Incorporated Common Stock Cusip # 74838E102 Cusip # 74838E102 Item 1: Reporting Persons - FMR Corp. and Fidelity Investors Management Corp. Item 4: N/A Item 6: Commonwealth of Massachusetts Item 7: None Item 8: None Item 9: 861,142 Item 10: None Item 11: 861,142 Item 13: 5.11% Item 14: HC Cusip # 74838E102 Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163) Item 4: PF Item 6: Commonwealth of Massachusetts Item 7: None Item 8: None Item 9: 65,000 Item 10: None Item 11: 65,000 Item 13: 0.39% Item 14: HC Cusip # 74838E102 Item 1: Reporting Person - Fidelity Investors Management Corp. Item 4: PF Item 6: State of Delaware Item 7: 796,142 Item 8: None Item 9: 796,142 Item 10: None Item 11: 796,142 Item 13: 4.72% Item 14: CO PREAMBLE The filing of this Schedule 13D is not, and should not be deemed to be, an admission that such Schedule 13D is required to be filed. See the discussion under Item 2. Item 1. Security and Issuer. This statement relates to shares of the Common Stock, $0.01 par value (the "Shares") of Quickturn Design Systems, Incorporated, a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 440 Clyde Avenue, Mountain View, CA 94043. Item 2. Identity and Background. This statement is being filed by Fidelity Investors Limited Partnership ("FILP"), Fidelity Investors Management Corp. ("FIMC") and FMR Corp. ("FMR", collectively the "Reporting Persons"). FILP is a Delaware limited partnership organized for the purpose of making venture capital investments. FIMC, a Delaware corporation, is the general partner of FILP and its investment manager and is registered under Section 203 of the Investment Advisors Act of 1940. The principal offices of FILP and FIMC are located at 82 Devonshire Street, Boston, Massachusetts, 02109. The name, residence or business address, principal occupation or employment and citizenship of each of the executive officers and directors of FIMC are set forth on Schedule A hereto. Members of the Edward C. Johnson 3d family are the predominant owners of the voting stock of FIMC, representing approximately 89% of the voting power of FIMC. Mr. Johnson 3d holds 39.4% of the outstanding voting stock of FIMP. Mr. Johnson 3d is also Chairman of FIMC. FIMC has all of the voting power of FILP. Accordingly, Mr. Johnson 3d and members of the Johnson family may be deemed, to form a controlling group with respect to FILP. The business address and principal occupation of Mr. Johnson 3d is set forth on set forth on Schedule A hereto. FMR is a holding company, organized as a Massachusetts corporation, one of whose principal assets is the capital stock of a wholly-owned subsidiary, Fidelity Management & Research Company ("Fidelity"), which is also a Massachusetts corporation. Fidelity is an investment advisor which is registered under Section 203 of the Investment Advisors Act of 1940 and which provides investment advisory services to more than 30 investment companies which are registered under Section 8 of the Investment Company Act of 1940 and serves as investment advisor to certain other funds which are generally offered to limited groups of investors (the "Fidelity Funds"). Various directly or indirectly held subsidiaries of FMR are also engaged in investment management, venture capital asset management, securities brokerage, transfer and shareholder servicing and real estate development. The principal offices of FMR and Fidelity are located at 82 Devonshire Street, Boston, Massachusetts 02109. Members of the Edward C. Johnson 3d family are the predominant owners of Class B shares of common stock of FMR representing approximately 49% of the voting power of FMR. Mr. Johnson 3d owns 12.0% and Abigail Johnson owns 24.5% of the aggregate outstanding voting stock of FMR. Mr. Johnson 3d is the Chairman of FMR. The Johnson family group and all other Class B shareholders have entered into a shareholders' voting agreement under which all Class B shares will be voted in accordance with the majority vote of Class B shares. Accordingly, through their ownership of voting common stock and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR. The business address and principal occupation of Mr. Johnson 3d is set forth in Schedule A1 hereto. The Shares to which this statement relates are owned directly by one of the Fidelity Funds. Within the past five years, none of the persons named in this Item 2 or listed on Schedule A has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to any civil proceeding and as a result thereof was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violations with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. FILP purchased in the aggregate 1,500,000 shares of the SpeedSim Inc. Series A Convertible Preferred Stock (the "Preferred Stock") for cash in the amount of approximately $1,500,000, including brokerage commissions. FILP used its own assets in making such purchase and no part of the purchase price is represented by borrowed funds. The Preferred Stock was converted into 796,142 Shares of the Company's common stock on February 7, 1997, in conjunction with the Company's acquisition of SpeedSim Inc. The Fidelity Funds which own or owned Shares purchased in the aggregate 945,600 Shares for cash in the amount of approximately $17,792,683, including brokerage commissions. The Fidelity Funds used their own assets in making such purchase and no part of the purchase price is represented by borrowed funds. Proceeds from 880,600 Shares sold aggregated approximately $13,499,935. The attached Schedule B sets forth Shares purchased and/or sold since February 28, 1997. Item 4. Purpose of Transaction. The purpose of FIMC in having FILP purchase Shares (see Item 5 below) is to acquire an equity interest in the Company in pursuit of specified investment objectives established by FILP. FIMC may continue to have FILP purchase Shares subject to a number of factors, including, among others, the availability of Shares of sale at what FIMC considers to be reasonable prices and other investment opportunities that may be available to FILP. FIMC intends to review continuously the equity position of FILP in the Company. Depending upon future evaluations of the business prospects of the Company and upon other developments, including, but not limited to, general economic and business conditions and money market and stock market conditions, FIMC may determine to cease making additional purchases of Shares or to increase or decrease the equity interest in the Company by acquiring additional Shares, or by disposing of all or a portion of the Shares. Neither FILP nor FIMC has any present plan or proposal which relates to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization, liquidation, or sale of transfer of a material amount of assets involving the Company or any of its subsidiaries, (ii) any change in the Company's present Board of Directors or management, (iii) any material changes in the Company's present capitalization or dividend policy or any other material change in the Company's business or corporate structure, (iv) any change in the Company's charter or by-laws, or (v) the Company's common stock becoming eligible for termination of its registration pursuant to Section 12(g)(4) of the 1934 Act. The purpose of Fidelity in having the Fidelity Funds and the Accounts purchase Shares is to acquire an equity interest in the Company in pursuit of specified investment objectives established by the Board of Trustees of the Fidelity Funds and by the investors in the Accounts. Fidelity may continue to have the Fidelity Funds and the Accounts purchase Shares subject to a number of factors, including, among others, the availability of Shares of sale at what they consider to be reasonable prices and other investment opportunities that may be available to the Fidelity Funds and Accounts. Fidelity intends to review continuously the equity position of the Fidelity Funds and Accounts in the Company. Depending upon future evaluations of the business prospects of the Company and upon other developments, including, but not limited to, general economic and business conditions and money market and stock market conditions, Fidelity may determine to cease making additional purchases of Shares or to increase or decrease the equity interest in the Company by acquiring additional Shares, or by disposing of all or a portion of the Shares. Fidelity has no present plan or proposal which relates to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization, liquidation, or sale of transfer of a material amount of assets involving the Company or any of its subsidiaries, (ii) any change in the Company's present Board of Directors or management, (iii) any material changes in the Company's present capitalization or dividend policy or any other material change in the Company's business or corporate structure, (iv) any change in the Company's charter or by-laws, or (v) the Company's common stock becoming eligible for termination of its registration pursuant to Section 12(g)(4) of the 1934 Act. Item 5. Interest in Securities of Issuer. The Reporting Persons, beneficially own all 861,142 Shares. (a) FILP owns 796,142 Shares, or approximately 4.72% of the outstanding Shares of the Company. Neither FIMC nor any of its affiliates, nor, to the best knowledge of FIMC, any members of the Johnson family or persons named on Schedule A hereto, beneficially owns any other Shares. FMR beneficially owns, through Fidelity, as investment advisor to the Fidelity Funds, 65,000 Shares, or approximately 0.39% of the outstanding Shares of the Company. Neither FMR, Fidelity, nor any of its affiliates nor, to the best knowledge of FMR, any of the persons named in Schedule A1 hereto, beneficially owns any other Shares. The combined holdings of FMR, Fidelity, and FILP are 861,142 Shares, or approximately 5.11% of the outstanding Shares of the Company. (b) As FILP's general partner and investment adviser, FIMC has sole voting and dispositive power over the 796,142 Shares held by FILP. FMR, through its control of Fidelity, investment advisor to the Fidelity Funds, has sole power to dispose of the Shares held by the Fidelity Funds. Neither FMR nor Mr. Johnson has the sole power to vote or direct the voting of the 65,000 Shares owned directly by the Fidelity Funds, which power resides with the Funds' Boards of Trustees. Fidelity carries out the voting of the Shares under written guidelines established by the Funds' Board of Trustees. (c) Neither FILP, FIMC, nor any of their affiliates, nor, to the best knowledge of FIMC, any members of the Johnson family or other persons named on Schedule A hereto, has effected any transaction in Shares during the past sixty (60) days. Except as set forth in Schedule B, neither FMR, or any of its affiliates, nor, to the best knowledge of FMR, any of the persons named in Schedule A1 hereto has effected any transaction in Shares during the past sixty (60) days. Item 6. Contract, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Neither FILP, FIMC nor any of their affiliates, nor, to the best knowledge of FIMC, any members of the Johnson family or other persons named on Schedule A hereto, has any joint venture, finder's fee, or other contract or arrangement with any person with respect to any securities of the Company. Neither FMR nor any of its affiliates nor, to the best knowledge of FMR, any of the persons named in Schedule A hereto has any joint venture, finder's fee, or other contract or arrangement with any person with respect to any securities of the Company. Item 7. Material to be Filed as Exhibits. Attached Schedule C - Joint Filing Agreement. This statement speaks as of its date, and no inference should be drawn that no change has occurred in the facts set forth herein after the date hereof. Signature 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. DATE: April 9, 1997 FMR Corp. By: /s/Arthur Loring Name: Arthur S. Loring Title: Vice President - Legal Fidelity Investors Limited Partnership By: Fidelity Investors Management Corp., its General Partner By: /s/Donald E. Alhart Name: Donald E. Alhart Title: Vice President Fidelity Investors Management Corp. By: /s/Donald E. Alhart Name: Donald E. Alhart Title: Vice President SCHEDULE A The name and present principal occupation or employment of each executive officer and director of FIMC. are set forth below. The business address of each person is 82 Devonshire Street, Boston, Massachusetts 02109, and the address of the corporation or organization in which such employment is conducted is the same as his business address. All of the persons listed below are U.S. citizens. POSITION WITH PRINCIPAL NAME FIMC OCCUPATION Edward C. Johnson 3d Director, Chairman of the Board Chairman of the Board and CEO, FMR Corp. John J. Remondi Director and President Sr. VP Fidelity Capital and Director Fidelity Ventures Donald E. Alhart Director, Vice President VP Crosby Advisors and Assistant Secretary David C. Weinstein Vice President Sr. Vice President Administration, FMR Corp. Gerald M. Lieberman Vice President Sr. Vice Pres. - Chief Financial Officer, FMR Corp. SCHEDULE A1 The name and present principal occupation or employment of each executive officer and director of FMR Corp. are set forth below. The business address of each person is 82 Devonshire Street, Boston, Massachusetts 02109, and the address of the corporation or organization in which such employment is conducted is the same as his business address. All of the persons listed below are U.S. citizens. POSITION WITH PRINCIPAL NAME FMR CORP. OCCUPATION Edward C. Johnson 3d President, Chairman of the Director, CEO Board and CEO, FMR Chairman & Mng. Director J. Gary Burkhead Director President-Fidelity Caleb Loring, Jr. Director, Director, FMR Mng. Director James C. Curvey Director, Sr. V.P., FMR Sr. V.P. William L. Byrnes Vice Chairman Vice Chairman, FIL Director & Mng. Director Abigail P. Johnson Director Portfolio Mgr - Fidelity Management & Research Company Robert C. Pozen Sr. V.P. & Gen'l Sr. V.P. & Gen'l Counsel Counsel, FMR David C. Weinstein Sr. Vice President Sr. Vice President Administration Administration Gerald M. Lieberman Sr. Vice Pres. - Sr. Vice Pres. - Chief Financial Chief Financial Officer Officer SCHEDULE B Quickturn Design Systems, Incorporated One Fidelity Fund(s) purchased Shares since February 28, 1997 at the dates and at the prices set forth below. The transactions were made for cash in open market transactions or with other investment companies with the same or an affiliated investment advisor. DATE SHARES PRICE 3/03/97 40,000 $16.0000 3/24/97 15,000 15.3333 3/25/97 10,000 16.1250 3/26/97 25,000 17.3750 SCHEDULE B Quickturn Design Systems, Incorporated Two Fidelity Fund(s) sold Shares since February 28, 1997 at the dates and at the prices set forth below. The transactions were made for cash in open market transactions or with other investment companies with the same or an affiliated investment advisor. DATE SHARES PRICE 2/28/97 40,000 $15.7187 3/03/97 40,000 16.0000 4/01/97 180,000 8.5399 Exhibit C JOINT FILING AGREEMENT This will confirm the agreement by FMR Corp., a Massachusetts corporation, Fidelity Investors Limited Partnership, a Delaware limited partnership, and Fidelity Investors Management Corp., a Delaware corporation (collectively, the "Reporting Persons") in connection with that certain Schedule 13D to be filed on or about March 3, 1997, with respect to the common stock, par value $.01 per share (the "Common Stock"), of Quickturn Design Systems, Inc. (the "Company") pertaining to the beneficial ownership by the Reporting Persons of shares of such common stock (the "Schedule 13D"). The undersigned hereby agree with respect to such filing on Schedule 13D as follows: (i) No Reporting Person nor any affiliate of any Reporting Person makes any representation with respect to, nor bears any responsibility for, any of the information set forth with respect to any other "person" who or which is or becomes a party to or a member of any "group" (as such terms are defined and used in Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G promulgated thereunder) for whom or which information is included in such Schedule 13D. (ii) Subject to paragraph (i) above, the undersigned hereby confirm the agreement by and among each of them that the Schedule 13D is being filed on behalf of each of the parties named below. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: March 3, 1997 FMR Corp. By: /s/ Arthur S. Loring Name: Arthur S. Loring Title: Vice President - Legal Fidelity Investors Limited Partnership By: Fidelity Investors Management Corp., its General Partner By: /s/ John J. Remondi Name: John J. Remondi Title: President Fidelity Investors Management Corp. By: /s/ John J. Remondi Name: John J. Remondi Title: President -----END PRIVACY-ENHANCED MESSAGE-----