-----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, A3FMMX1Hl8+u69cNR9l3LMsB1SMW76woEB/54+d7H49DHLhCJ/s2gGevoVTC90YN wZ1fmOdLRwSdc0U/am4O3Q== 0001032210-98-001152.txt : 19981020 0001032210-98-001152.hdr.sgml : 19981020 ACCESSION NUMBER: 0001032210-98-001152 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981019 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: SC 14D9/A SEC ACT: SEC FILE NUMBER: 005-43785 FILM NUMBER: 98727710 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 #15 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 14D-9 (AMENDMENT NO. 15) ---------------- 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 PROFESSIONAL CORPORATION 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 all of 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 "Proxy Solicitation": On October 19, 1998, the Company sent a letter to its stockholders in opposition to the solicitation by Mentor and MGZ. A copy of this letter is included as Exhibit 43 hereto and is incorporated herein by reference. A copy of the press release announcing the Board of Director's opposition to the solicitation by Mentor and MGZ is filed as Exhibit 44 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 exhibit: Exhibit 43 Letter to the Company's stockholders dated October 19, 1998. Exhibit 44 Press Release of the Company dated October 19, 1998.
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: October 19, 1998 QUICKTURN DESIGN SYSTEMS, INC.
By:/s/ Keith R. Lobo ---------------------------------- Keith R. Lobo President and Chief Executive Officer 3 EX-99.43 2 LETTER TO STOCKHOLDERS DATED 10/19/98 EXHIBIT 43 [QUICKTURN LOGO] October 19, 1998 Dear Fellow Quickturn Stockholder: PARTICIPATE IN QUICKTURN'S BRIGHT FUTURE DON'T BE STAMPEDED INTO GIVING YOUR PROXY TO MENTOR SIGN, DATE AND MAIL QUICKTURN'S BLUE PROXY CARD TODAY To further its attempt to take over your company at what your Board of Directors has determined is an inadequate price, Mentor Graphics Corporation is asking you and other stockholders to help replace the Quickturn Board with its own slate of director nominees. The primary intent of Mentor's nominees is to facilitate Mentor's takeover of Quickturn -- not to run your company. In spite of its inadequate offer, Mentor has sent to you, and will no doubt persist in sending you, GOLD proxy cards in connection with a special stockholder meeting. YOUR BOARD URGES YOU TO DISREGARD AND THROW AWAY ANY MENTOR GOLD PROXY CARD SENT TO YOU. YOUR BOARD STRONGLY RECOMMENDS THAT YOU VOTE QUICKTURN'S BLUE PROXY CARD to support your Board that will continue to ensure that your best interests -- and not Mentor's -- are served. YOUR BOARD STRONGLY RECOMMENDS THAT YOU VOTE AGAINST MENTOR'S PROPOSALS ON THE BLUE PROXY CARD TODAY. Only the latest signed and dated proxy card is counted. THE QUICKTURN BOARD HAS BEEN WORKING DILIGENTLY ON BEHALF OF THE COMPANY AND ITS STOCKHOLDERS. Your Board's rejection of Mentor's offer affirms its continued confidence in Quickturn's future and its determination that stockholders should be given every opportunity to participate fully in that future. WHEN IT COMES TO PERFORMANCE, QUICKTURN'S EARNINGS SPEAK FOR THEMSELVES We want stockholders to see our results and we want you to know that our customers continue to support Quickturn and our premier technology. For the third quarter ending September 30, 1998 QUICKTURN EXCEEDED CONSENSUS ANALYSTS' ESTIMATES. Net income for the third quarter was $735,000, or $0.04 per share, compared to consensus analysts' estimates of a loss of $0.03 per share.* Another indication of Quickturn's bright future is that during the third quarter, several key customers continued their reinvestment in design and verification, including new design programs from several multibillion-dollar companies. As we enter the fourth quarter, Quickturn has the strongest backlog we've seen this year. CUSTOMER ORDERS TRANSLATE INTO STOCKHOLDER VALUE, and we believe that our value will grow even more as our breakthrough Mercury(TM) product and the enhancements to our CoBALT(TM) and SpeedSim(TM) products reach full production by the end of 1998. We are confident that we will see more projects started by our customers in the fourth quarter of 1998 and well into 1999. MENTOR'S OCTOBER 29 MEETING DATE IS NOT VALID MENTOR IS ATTEMPTING TO CAUSE CONFUSION AMONG QUICKTURN STOCKHOLDERS by calling a special stockholder meeting for October 29, 1998 to vote on its nominees. Quickturn believes that Mentor's meeting date is not valid. We are challenging the validity and legality of Mentor's attempt to call the special meeting as well as its ability to set the meeting date, record date and the place of the special meeting. Each of these matters is the subject of ongoing litigation between the company and Mentor. Subject to the resolution of this litigation, the Quickturn Board has set Friday, January 8, 1999 as the date for the special stockholder meeting, in accordance with the company's Bylaws. VOTE AGAINST MENTOR'S PROPOSALS VOTE FOR QUICKTURN'S FUTURE VOTE THE BLUE PROXY CARD If you have any questions, or need any assistance in voting AGAINST Mentor's proposals on the BLUE proxy card, please call our proxy solicitor, Morrow & Co. Inc., toll-free, at 1-800-662-5200. On Behalf of the Board of Directors, /s/ Keith R. Lobo Keith R. Lobo Chief Executive Officer and President - -------- * Excluding the legal and advisory expenses of approximately $4.0 million, or $0.13 per share, net of tax, related to Quickturn's defense against Mentor's attempted hostile takeover. Quickturn, the Quickturn logo, Mercury, SpeedSim, and CoBALT are registered trademarks or trademarks of Quickturn Design Systems, Inc. QUICKTURN DESIGN SYSTEM STOCKHOLDERS Your Board recommends a vote "AGAINST" the Mentor Proposals listed on the enclosed BLUE proxy card If you wish to support Quickturn's Board and Management ------------------------------------------------------- vote AGAINST the Mentor Proposals --------------------------------- PLEASE MARK "AGAINST" ON YOUR BLUE PROXY CARD EX-99.44 3 PRESS RELEASE DATED 10/19/98 EXHIBIT 44 CONTACTS: QUICKTURN DESIGN SYSTEMS, INC. ABERNATHY MACGREGOR FRANK Joan Powell Pauline Yoshihashi Director, Marketing Communications (213) 630-6550 (408) 914-6701 Matt Sherman joan@quickturn.com (212) 371-5999 FOR IMMEDIATE RELEASE QUICKTURN URGES STOCKHOLDERS TO REJECT MENTOR'S PROPOSALS AND DIRECTOR NOMINEES SAN JOSE, CALIF. (OCTOBER 19, 1998) -- Quickturn Design Systems, Inc. (Nasdaq: QKTN) announced today that it has mailed a letter to Quickturn stockholders from Keith R. Lobo, president and chief executive officer of Quickturn, on behalf of the Quickturn Board of Directors. The Quickturn Board urges stockholders not to support Mentor Graphics Corporation's (Nasdaq: MENT) attempt to replace the Quickturn Board with its slate of handpicked director nominees. The complete text of the letter follows: "October 19, 1998 Dear Fellow Quickturn Stockholder: PARTICIPATE IN QUICKTURN'S BRIGHT FUTURE DON'T BE STAMPEDED INTO GIVING YOUR PROXY TO MENTOR SIGN, DATE AND MAIL QUICKTURN'S BLUE PROXY CARD TODAY To further its attempt to take over your company at what your Board of Directors has determined is an inadequate price, Mentor Graphics Corporation is asking you and other stockholders to help replace the Quickturn Board with its own slate of director nominees. The primary intent of Mentor's nominees is to facilitate Mentor's takeover of Quickturn -- not to run your company. In spite of its inadequate offer, Mentor has sent to you, and will no doubt persist in sending you, GOLD proxy cards in connection with a special stockholder meeting. YOUR BOARD URGES YOU TO DISREGARD AND THROW AWAY ANY MENTOR GOLD PROXY CARD SENT TO YOU. YOUR BOARD STRONGLY RECOMMENDS THAT YOU VOTE QUICKTURN'S BLUE PROXY CARD to support your Board that will continue to ensure that your best interests -- and not Mentor's -- are served. YOUR BOARD STRONGLY RECOMMENDS THAT YOU VOTE AGAINST MENTOR'S PROPOSALS ON THE BLUE PROXY CARD TODAY. Only the latest signed and dated proxy card is counted. THE QUICKTURN BOARD HAS BEEN WORKING DILIGENTLY ON BEHALF OF THE COMPANY AND ITS STOCKHOLDERS. Your Board's rejection of Mentor's offer affirms its continued confidence in Quickturn's future and its determination that stockholders should be given every opportunity to participate fully in that future. WHEN IT COMES TO PERFORMANCE, QUICKTURN'S EARNINGS SPEAK FOR THEMSELVES We want stockholders to see our results and we want you to know that our customers continue to support Quickturn and our premier technology. For the third quarter ending September 30, 1998 QUICKTURN EXCEEDED CONSENSUS ANALYSTS' ESTIMATES. Net income for the third quarter was $735,000, or $0.04 per share, compared to consensus analysts' estimates of a loss of $0.03 per share.* Another indication of Quickturn's bright future is that during the third quarter, several key customers continued their reinvestment in design and verification, including new design programs from several multibillion-dollar companies. As we enter the fourth quarter, Quickturn has the strongest backlog we've seen this year. CUSTOMER ORDERS TRANSLATE INTO STOCKHOLDER VALUE, and we believe that our value will grow even more as our breakthrough Mercury(TM) product and the enhancements to our CoBALT(TM) and SpeedSim(TM) products reach full production by the end of 1998. We are confident that we will see more projects started by our customers in the fourth quarter of 1998 and well into 1999. MENTOR'S OCTOBER 29 MEETING DATE IS NOT VALID MENTOR IS ATTEMPTING TO CAUSE CONFUSION AMONG QUICKTURN STOCKHOLDERS by calling a special stockholder meeting for October 29, 1998 to vote on its nominees. Quickturn believes that Mentor's meeting date is not valid. We are challenging the validity and legality of Mentor's attempt to call the special meeting as well as its ability to set the meeting date, record date and the place of the special meeting. Each of these matters is the subject of ongoing litigation between the company and Mentor. Subject to the resolution of this litigation, the Quickturn Board has set Friday, January 8, 1999 as the date for the special stockholder meeting, in accordance with the company's Bylaws. 2 VOTE AGAINST MENTOR'S PROPOSALS VOTE FOR QUICKTURN'S FUTURE VOTE THE BLUE PROXY CARD If you have any questions, or need any assistance in voting AGAINST Mentor's proposals on the BLUE proxy card, please call our proxy solicitor, Morrow & Co. Inc., toll-free, at 1-800-662-5200. On Behalf of the Board of Directors, /s/ Keith R. Lobo - --------------------------- KEITH R. LOBO Chief Executive Officer and President - --------------------- *Excluding the legal and advisory expenses of approximately $4.0 million, or $0.13 per share, net of tax, related to Quickturn's defense against Mentor's attempted hostile takeover. Quickturn, the Quickturn logo, Mercury, SpeedSim, and CoBALT are registered trademarks or trademarks of Quickturn Design Systems, Inc." 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. # # # CERTAIN INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS This letter contains forward-looking statements, including statements regarding future periods as well as statements regarding the company's markets. Actual results could differ materially from those described in the forward- looking statements as a result of factors including, but not limited to, the following: (i) the company is uncertain whether the recent weakness experienced in the Asia/Pacific and domestic markets will continue in the foreseeable future; (ii) product transitions to Quickturn's new Mercury Design Verification System may be disrupted due to slow market acceptance or due to disruptions in manufacturing or component availability; (iii) many of the company's customers order on an as-needed basis and often delay delivery of firm purchase orders; (iv) the decision of customers to purchase the company's products involves a lengthy sales cycle which could result, among other things, in fluctuations of operating results and inventory obsolescence if expected orders are delayed or not received; (v) the company expects increased competition, which could result in lost sales or price erosion; (vi) the company's patents and other proprietary rights may not ensure adequate protection against competition; (vii) the company serves the electronics and semiconductor industries, which are noted fore rapidly changing needs, there can be no assurance that Quickturn's product enhancements or new product introductions will keep pace with or meet those rapidly changing needs or that new products offered by others will not be superior to those offered by Quickturn; and (viii) there can be no assurance that Quickturn can retain the services of key employees and key suppliers upon which the company is dependent to provide product advances, timely production and high levels of product quality and reliability. 3 -----END PRIVACY-ENHANCED MESSAGE-----