-----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, F2XpnVfILbzojQAUDuC6lgM+YiKttvXR9+ek18zChfNKmrdq9Y45E5hvuXQY0pJf 2LB3q/0cKpnwXEAwX65BtQ== 0001047469-98-038328.txt : 19981028 0001047469-98-038328.hdr.sgml : 19981028 ACCESSION NUMBER: 0001047469-98-038328 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981027 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: DFAN14A SEC ACT: SEC FILE NUMBER: 000-22738 FILM NUMBER: 98731582 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: MENTOR GRAPHICS CORP CENTRAL INDEX KEY: 0000701811 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 930786033 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 8005 SW BOECKMAN RD CITY: WILSONVILLE STATE: OR ZIP: 97070 BUSINESS PHONE: 5036857000 DFAN14A 1 DFAN14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant / / Filed by a Party other than the Registrant /X/ 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 Section240.14a-11(c) or Section240.14a-12 QUICKTURN DESIGN SYSTEMS, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) MENTOR GRAPHICS CORPORATION - -------------------------------------------------------------------------------- (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: ----------------------------------------------------------------------- MENTOR GRAPHICS SAYS IT AGREES WITH QUICKTURN TO ADJOURN SPECIAL MEETING OF STOCKHOLDERS TO NOVEMBER 24 WILSONVILLE, OR, OCTOBER 27, 1998 -- Mentor Graphics Corporation (Nasdaq: MENT) announced today that Mentor and Quickturn Design Systems, Inc. (Nasdaq: QKTN) agreed to the adjournment of the special meeting of Quickturn stockholders called by Mentor for October 29, 1998 until November 24, 1998. Under the terms of the parties' agreement, the trial in which Mentor is challenging the validity of Quickturn's bylaw and poison pill amendments is scheduled to end tomorrow, October 28, 1998, with post-trial briefs due on November 3, 1998. A decision by the Court of Chancery on Mentor's claims is expected shortly thereafter. The parties' agreement provides that the special meeting of stockholders called by Mentor will convene on October 29, 1998, and be adjourned until November 24, 1998. No substantive business will be conducted at the special meeting on October 29, 1998. The record date for the special meeting called by Mentor will continue to be September 10, 1998. Dr. Walden C. Rhines, President and Chief Executive Officer of Mentor Graphics, said: "We are pleased to reach this agreement, and look forward to a favorable ruling by the Court on the invalidity of Quickturn's anti-takeover tactics, as well as to the ultimate vote of stockholders on November 24, 1998." Separately, on October 21, 1998, the United States District Court for the District of Delaware denied requests by Quickturn and Mentor Graphics for preliminary injunctions on their respective motions for corrective disclosure. An additional preliminary injunction hearing in federal court has been scheduled for November 4, 1998 on Mentor Graphics' motion to require Quickturn to disclose the analyses underlying its damages claims in the Oregon patent litigation. As previously announced, the principal purpose of the special meeting is to vote on replacing the Quickturn Board of Directors with a slate of independent directors nominated by Mentor Graphics. If the nominees are elected, Mentor Graphics expects that, subject to their fiduciary duties to all Quickturn stockholders, the new directors will take the steps necessary to facilitate the stockholders' ability to accept Mentor Graphics' $12.125 per share all-cash offer. Quickturn continues to assert, nevertheless, that the special meeting date has been conditionally set for January 8, 1999, citing a bylaw that it purported to adopt after Mentor Graphics' offer was launched on August 12, 1998. Mentor Graphics' Offer to Purchase and ancillary documents are available on a Mentor Graphics World Wide Web site at http://www.mentorg.com/file. The Dealer Manager for the Offer is Salomon Smith Barney. The Information Agent for the Offer is MacKenzie Partners, Inc., which can be reached toll-free at 800-322-2885 or by collect call at 212-929-5500. CONTACT: Anne M. Wagner Roy Winnick/Todd Fogarty Vice President, Marketing Kekst and Company 503/685-1462 212/521-4800 # # # -----END PRIVACY-ENHANCED MESSAGE-----