-----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, SnWyQyUCg0EdpyOg4fQLoYlMDSrb7c/BTN+LyiDn/lHDwOkpiAFoUmqoi12k3dYD 8NZnsm3nIoGRYFni7dnYUw== 0001021408-98-001020.txt : 19981204 0001021408-98-001020.hdr.sgml : 19981204 ACCESSION NUMBER: 0001021408-98-001020 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981203 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: 98763641 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 INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) 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 [_] Definitive Proxy Statement RULE 14a-6(e)(2)) [X] Definitive Additional Materials [_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 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)(4) 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: Notes: Contacts: QUICKTURN DESIGN SYSTEMS, INC. ABERNATHY MACGREGOR FRANK Ray Ostby Pauline Yoshihashi (408) 914-6000 (213) 630-6550 Matt Sherman (212) 371-5999 FOR IMMEDIATE RELEASE DELAWARE CHANCERY COURT VALIDATES QUICKTURN BOARD ACTION ON SPECIAL MEETING DATE QUICKTURN TO APPEAL COURT RULING ON AMENDMENT OF STOCKHOLDER RIGHTS PLAN SAN JOSE, Calif. December 3, 1998--Quickturn Design Systems, Inc. (Nasdaq: QKTN) announced today that the Delaware Chancery Court reached a decision and issued an opinion regarding amendments to certain provisions of Quickturn's Bylaws and its stockholder rights plan, which have been the subject of litigation between Quickturn and Mentor Graphics Corporation (Nasdaq: MENT). The Court ruled that the Quickturn Board has the right to set the meeting date and the record date of a special stockholder meeting, in accordance with the Company's Bylaws. The special meeting is scheduled for January 8, 1999. Quickturn stockholders of record as of November 10, 1998 will be entitled to vote at the special meeting. The Court also ruled that the recent amendments to Quickturn's stockholder rights plan, regarding the delayed redemption provision, were not valid. It remains Quickturn's position that the stockholder rights plan was appropriately amended to provide the Board and stockholders with adequate time and an orderly process to consider any proposal brought before them. Quickturn intends to immediately appeal the Court's decision to the Delaware Supreme Court. Keith R. Lobo, president and chief executive officer of Quickturn, said, "We are pleased that the Court upheld the Board's ability to set the date of the special stockholder meeting. However, we are disappointed with the Court's decision on our stockholder rights plan, and we intend to file an immediate appeal. We continue to believe that these amendments best serve the interests of Quickturn and its stockholders." The Quickturn Board continues to strongly recommend that stockholders vote Quickturn's BLUE proxy card, and not support Mentor's attempt to take over Quickturn at what the Board believes is an opportunistic, inadequate price. The Quickturn Board continues to urge shareholders not to tender their shares and not to vote Mentor's gold proxy card. 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-----