-----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, Q6GViDlHc2KSz50D+su5Bfk1KFuifDNMS+xh5NZ2hFWOCR5xvB8s5hTU0nWyCIBs VvB+XecL7wMZHfIpkwZS/A== 0001012870-98-002388.txt : 19980915 0001012870-98-002388.hdr.sgml : 19980915 ACCESSION NUMBER: 0001012870-98-002388 CONFORMED SUBMISSION TYPE: PREC14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980914 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: PREC14A SEC ACT: SEC FILE NUMBER: 000-22738 FILM NUMBER: 98708478 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: PREC14A 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 PREC14A 1 SOLICITING MATERIALS ON SCHEDULE 14A SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the registrant [X] Filed by a party other than the registrant [ ] 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 [ ] Definitive additional materials [X] Soliciting material pursuant to (S) 240.14a-11(c) or (S) 240.14a-12 QUICKTURN DESIGN SYSTEMS, INC. - ------------------------------------------------------------------------------- (Name of Registrant as Specified in Its Charter) - ------------------------------------------------------------------------------- (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: _________________________________ September 14, 1998 Dear Fellow Stockholder: I am writing to you about an urgent matter concerning the future of your investment in Quickturn Design Systems, Inc. You may have received, or will likely soon receive, a communication from Mentor Graphics Corporation that attempts to call a special stockholder meeting and attempts to solicit your vote to replace Quickturn's Board of Directors with Mentor's hand-picked nominees, all in an effort to implement Mentor's inadequate $12.125 per share tender offer. THERE IS ABSOLUTELY NO NEED FOR YOU TO TAKE ANY ACTION AT THIS TIME Do not be confused by Mentor's purported call of a special stockholder meeting. The validity and legality of Mentor's attempt to call such a meeting is currently the subject of litigation between Mentor and Quickturn. No meeting date will be finally determined until this litigation is resolved. Your Board urges you to take no action with respect to Mentor's gold proxy cards until and unless it is determined that Mentor has validly called a special meeting. Your Board of Directors will soon send to you its own solicitation materials. We strongly recommend that you take no action until you have received these materials. These materials will also provide you with the opportunity to reconsider any decision you may have made to send a proxy card to Mentor. After careful consideration of the Mentor offer, your Board of Directors has determined that the Mentor offer is inadequate and not in the best interests of the Company's stockholders, that the Mentor offer does not fully reflect the long-term value of the Company, and that stockholder interests would be better served by the Company continuing to pursue its business plan. Your Board of Directors believes that Mentor's rush to seek your vote in favor of their proposals is nothing more than a pressure tactic to carry out its opportunistic hostile takeover of Quickturn. Mentor has stated that its purpose in soliciting your vote in favor of its proposals is to facilitate the Mentor offer, which your Board has determined to be inadequate. DO NOT BE STAMPEDED BY MENTOR'S ATTEMPT TO SOLICIT YOUR VOTE BEFORE YOU HEAR FROM YOUR BOARD OF DIRECTORS Again, we urge stockholders not to take any action until you have received our materials, and not to execute any gold Mentor proxy card at this time. If you have any questions about this process or need further assistance, please contact our proxy solicitor: MORROW & CO., AT 1 (800) 566-9061 (TOLL-FREE) We have every confidence in our Company's future and wish to reaffirm our determination that you, our stockholders, be given every opportunity to participate fully in that future. Your Board of Directors and I greatly appreciate your continued support and encouragement. Very truly yours /s/ KEITH R. LOBO Keith R. Lobo PRESIDENT AND CHIEF EXECUTIVE OFFICER CERTAIN INFORMATION CONCERNING PARTICIPANTS The following is a list of the names and stock holdings of individuals who may be deemed to be "participants" in the solicitation of proxies or revocation of agent designations by Quickturn Design Systems, Inc. in opposition to Mentor Graphics's solicitation of agent designations to call a special meeting of stockholders (information with respect to stockholdings includes common stock and stock issuable pursuant to options exercisable within 60 days): Richard C. Alberding (17,500); Glen M. Antle (325,782); Michael R. D'Amour (40,971); William A. Hasler (3,667); Dr. Yen-Son (Paul) Huang (354,550), Charles D. Kissner (1,667); Dr. David K. Lam (10,417); Keith R. Lobo (438,750); Michael Ferguson (none); Jeffrey K. Jordan (1,134), Donald J. McInnis (369,051); Raymond K. Ostby (102,767); Dugald H. Stewart (7,390); Christopher J. Tice (22,802); Tung-sun Tung (34,665); Naeem Zafar (34,713). In addition, Quickturn and its Board of Directors are currently the subject of class action litigation in which the plaintiffs are alleging that the Company and the Board have breached their fiduciary duties to the Company's stockholders by failing to maximize stockholder value, patent litigation initiated jointly by Aptix Corporation and Meta, a French subsidiary of Mentor, patent litigation filed by Mentor and its subsidiaries, a complaint filed by Mentor in Delaware state court seeking a ruling enjoining the Company and the Board from preventing the tender offer initiated by Mentor and MGZ from succeeding, and a complaint filed by Mentor against the Company in Delaware federal court seeking a declaratory judgment that Mentor and MGZ are in full compliance with federal securities laws, to which the Company has filed counterclaims seeking injunctive relief and alleging violation of the federal securities laws. -----END PRIVACY-ENHANCED MESSAGE-----