-----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, SGmngtqzpLauie3ZkkJidca+JfBHK6qRHW8XGOYTWuzYsFYWGT2Zdw1rQzqso3+r mD/8fiSR4CD29GzXV5vb6w== 0001012870-99-000067.txt : 19990111 0001012870-99-000067.hdr.sgml : 19990111 ACCESSION NUMBER: 0001012870-99-000067 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19990108 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 14D9/A SEC ACT: SEC FILE NUMBER: 005-43785 FILM NUMBER: 99503116 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: 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 14D9/A 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 SC 14D9/A 1 AMENDMENT #35 TO SCHEDULE 14D-9 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 14D-9 (AMENDMENT NO. 35) ---------------- Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 QUICKTURN DESIGN SYSTEMS, INC. (Name of Subject Company) QUICKTURN DESIGN SYSTEMS, INC. (Name of Person(s) Filing Statement) COMMON STOCK, PAR VALUE $.001 PER SHARE (including the associated preferred stock purchase rights) (Title of Class of Securities) ---------------- 74838E102 (CUSIP Number of Class of Securities) ---------------- KEITH R. LOBO PRESIDENT AND CHIEF EXECUTIVE OFFICER QUICKTURN DESIGN SYSTEMS, INC. 55 W. TRIMBLE ROAD SAN JOSE, CALIFORNIA 95131 (408) 914-6000 (Name, address and telephone number of person authorized to receive notice and communications on behalf of person(s) filing statement) ---------------- COPY TO: LARRY W. SONSINI, ESQ. WILSON SONSINI GOODRICH & ROSATI 650 PAGE MILL ROAD PALO ALTO, CALIFORNIA 94304-1050 (650) 493-9300 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INTRODUCTION The Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") originally filed on August 24, 1998, by Quickturn Design Systems, Inc., a Delaware corporation (the "Company" or "Quickturn"), relates to an offer by MGZ Corp., a Delaware corporation ("MGZ") and a wholly owned subsidiary of Mentor Graphics Corporation, an Oregon corporation ("Mentor"), to purchase the outstanding shares of the common stock, par value $.001 per share (including the associated preferred stock purchase rights), of the Company. All capitalized terms used herein without definition have the respective meanings set forth in the Schedule 14D-9. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED The response to Item 8 is hereby amended by adding the following to the end of the section entitled "Litigation Concerning the Offer": On January 7, 1999, Mentor and MGZ filed an application for a Temporary Restraining Order in the Court of Chancery of the State of Delaware seeking to enjoin the January 8, 1999 Special Meeting of Stockholders which had been called by Mentor. On January 7, 1999, the Court of Chancery denied Mentor's Application. On January 8, 1999, the Company issued a press release announcing the decision. A copy of the press release is filed as Exhibit 73 hereto and is incorporated herein by reference. On January 8, 1999, Mentor and MGZ filed a Motion for a Temporary Restraining Order in the United States District Court for the District of Delaware seeking to enjoin the January 8, 1999 Special Meeting of Stockholders which had been called by Mentor. On January 8, 1999, the District Court denied Mentor's Motion. A copy of the Company's press release announcing the decision is filed as Exhibit 74 hereto and is incorporated herein by reference. The response to Item 8 is hereby amended further by adding the following to the end of the section entitled "Proxy Solicitation": On January 8, 1999, Mentor announced that it was terminating its tender offer, proxy solicitation and its proposal to acquire the Company, and was withdrawing its call for the January 8, 1999 Special Meeting of Stockholders. A copy of the Company's press release relating to Mentor's announcement is filed as Exhibit 75 hereto and is incorporated herein by reference. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS The response to Item 9 is hereby amended by the addition of the following new exhibits: Exhibit 73 Press release of the Company dated January 8, 1999. Exhibit 74 Press release of the Company dated January 8, 1999. Exhibit 75 Press release of the Company dated January 8, 1999.
2 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 8, 1999 QUICKTURN DESIGN SYSTEMS, INC.
/s/ Keith R. Lobo By: _________________________________ Keith R. Lobo President and Chief Executive Officer 3 EX-99.73 2 PRESS RELEASE DATED JANUARY 8, 1999 EXHIBIT 73 CONTACTS: QUICKTURN DESIGN SYSTEMS, INC. ABERNATHY MACGREGOR FRANK Ray Ostby Matt Sherman (408) 914-6000 (212) 371-5999 FOR IMMEDIATE RELEASE DELAWARE CHANCERY COURT DENIES MENTOR'S ELEVENTH-HOUR ATTEMPT TO DELAY VOTE SPECIAL MEETING OF QUICKTURN STOCKHOLDERS TO PROCEED AS SCHEDULED FOR JANUARY 8, 1999 SAN JOSE, Calif., January 8, 1999 -- Quickturn Design Systems, Inc. (Nasdaq: QKTN) today announced that the Delaware Chancery Court has denied an application by Mentor Graphics Corporation (Nasdaq: MENT) for a temporary restraining order to postpone or adjourn Quickturn's Special Meeting of Stockholders scheduled for today, January 8, 1999. The Court's denial allows the Special Meeting to take place as scheduled. Keith R. Lobo, president and chief executive officer of Quickturn, said, "We're pleased with the Court's ruling and we look forward to proceeding with our Special Meeting." Mr. Lobo continued, "Mentor's eleventh-hour public statements seek to erect a smokescreen around our superior definitive merger agreement with Cadence Design Systems. The Cadence agreement will provide $15 per share of Cadence stock for 100% of Quickturn's outstanding shares. Our agreement with Cadence will enable Quickturn stockholders to continue to participate in Quickturn's future growth, and to enjoy the added benefits of Cadence's proven business strategy, strong balance sheet and excellent track record in acquiring and integrating companies. "Mentor started out with an inadequate offer. Since Quickturn's merger agreement with Cadence, Mentor has scrambled to provide Quickturn stockholders with ever-shifting reasons to vote for Mentor's nominees. Mentor's litigation and unfounded assertions about Cadence's merger agreement with Quickturn are nothing but distractions. Mentor has simply failed to provide our stockholders with a superior, fully financed offer for all of Quickturn's shares," Mr. Lobo concluded. Quickturn Design Systems, Inc. is the leading provider of verification products and time-to-market engineering (TtMETM) services for the design of complex ICs and electronic systems. The company's products are used worldwide by developers of high-performance computing, multimedia, graphics and communications systems. Quickturn is headquartered at 55 W. Trimble Road, San Jose, CA 95131-1013; Telephone: 408/914-6000. For more information, visit the Quickturn Web site at www.quickturn.com or send e-mail to info@quickturn.com. # # # EX-99.74 3 PRESS RELEASE DATED JANUARY 8, 1999 EXHIBIT 74 CONTACTS: QUICKTURN DESIGN SYSTEMS, INC. ABERNATHY MACGREGOR FRANK Ray Ostby Matt Sherman (408) 914-6000 (212) 371-5999 FOR IMMEDIATE RELEASE FEDERAL DISTRICT COURT DENIES MENTOR'S LAST DITCH EFFORT TO DELAY VOTE SAN JOSE, Calif., January 8, 1999 -- Quickturn Design Systems, Inc. (Nasdaq: QKTN) today announced that the United States Federal District Court for the District of Delaware has denied an application by Mentor Graphics Corporation (Nasdaq: MENT) for a temporary restraining order to postpone or adjourn Quickturn's Special Meeting of Stockholders scheduled for today, January 8, 1999. The Federal Court's denial allows the Special Meeting to take place as scheduled. Keith R. Lobo, president and chief executive officer of Quickturn, said, "We're pleased with the Federal Court's ruling and we look forward to proceeding with our Special Meeting." Quickturn Design Systems, Inc. is the leading provider of verification products and time-to-market engineering (TtME(TM)) services for the design of complex ICs and electronic systems. The company's products are used worldwide by developers of high-performance computing, multimedia, graphics and communications systems. Quickturn is headquartered at 55 W. Trimble Road, San Jose, CA 95131-1013; Telephone: 408/914-6000. For more information, visit the Quickturn Web site at www.quickturn.com or send e-mail to info@quickturn.com. ------------------ # # # EX-99.75 4 PRESS RELEASE DATED JANUARY 8, 1999 EXHIBIT 75 CONTACTS: QUICKTURN DESIGN SYSTEMS, INC. ABERNATHY MACGREGOR FRANK Ray Ostby Matt Sherman (408) 914-6000 (212) 371-5999 FOR IMMEDIATE RELEASE MENTOR GRAPHICS TERMINATES PARTIAL TENDER OFFER MENTOR WITHDRAWS REQUEST FOR SPECIAL MEETING OF QUICKTURN STOCKHOLDERS AND WITHDRAWS SLATE OF DIRECTOR NOMINEES TO QUICKTURN'S BOARD SAN JOSE, Calif., January 8, 1999 -- Quickturn Design Systems, Inc. (Nasdaq: QKTN) announced today that Mentor Graphics Corporation (Nasdaq: MENT) has withdrawn its request for a Special Meeting of Quickturn Stockholders, scheduled for today, January 8, 1999, and has withdrawn its proposed slate of director nominees and related proposals that were scheduled to be voted on at the Special Meeting. Mentor also announced that it has terminated its previously announced unsolicited tender offer for 2,100,000 shares of Quickturn. Keith R. Lobo, president and chief executive officer of Quickturn, said, "We are extremely pleased with this outcome. Now our Board can continue to manage the business of Quickturn in the best interests of Quickturn's stockholders without distraction. Our Board believes that our definitive merger agreement with Cadence provides our stockholders with superior value and tremendous upside potential. We look forward to completing our merger with Cadence as quickly as possible for the benefit of all our stockholders." Quickturn Design Systems, Inc. is the leading provider of verification products and time-to-market engineering (TtME(TM)) services for the design of complex ICs and electronic systems. The company's products are used worldwide by developers of high-performance computing, multimedia, graphics and communications systems. Quickturn is headquartered at 55 W. Trimble Road, San Jose, CA 95131-1013; Telephone: 408/914-6000. For more information, visit the Quickturn Web site at www.quickturn.com or send e-mail to info@quickturn.com. ------------------ # # # -----END PRIVACY-ENHANCED MESSAGE-----