-----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, AlRAtdxCHILJZthQDOT2MrTV58RJZJLC8wLqAqOkhE6AVpaxhbQT4dS0DtQBwSpi 0u5q7iI9DGrNcoxM9HVQpw== 0001012870-99-000066.txt : 19990111 0001012870-99-000066.hdr.sgml : 19990111 ACCESSION NUMBER: 0001012870-99-000066 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990108 FILER: 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: DEFA14A SEC ACT: SEC FILE NUMBER: 000-22738 FILM NUMBER: 99503100 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 DEFA14A 1 DEFINITIVE ADDITIONAL MATERIALS 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 [X] Definitive additional materials [_] 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: ---------------------------------------------------------------------- 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. # # # 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. ------------------ # # # 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-----