-----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, QUyzNU/k7KKDyqn8n6/7yxQ79pByk20wScHfzorWa3bvc5CvtoTg8j1X+kgBiDli vATP3Eordv2n80tHVL5zLw== 0001047469-98-039900.txt : 19981111 0001047469-98-039900.hdr.sgml : 19981111 ACCESSION NUMBER: 0001047469-98-039900 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981110 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: 98743546 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 CHARGES QUICKTURN OF MISCHARACTERIZING JUDGE'S ORDER IN PRESS RELEASE -- MENTOR SAYS PATENT LITIGATION IS "RED HERRING" IN MENTOR TENDER OFFER -- WILSONVILLE, OREGON, November 9, 1998 -- Mentor Graphics Corporation (Nasdaq:MENT) stated its position that the press release of Quickturn Design Systems, Inc. (Nasdaq:QKTN) issued earlier today intentionally mischaracterizes the November 6, 1998 rulings of the Federal District Court for Oregon on patent litigation between Mentor and Quickturn. In Mentor's opinion, the patent litigation is nothing more than a "red herring" in Quickturn's effort to thwart Mentor's all cash, fully financed tender offer for all of Quickturn's common stock at $12.125 per share. Mentor emphasized its view that Quickturn's press release mischaracterizes both the actual rulings of the court and the significance of the rulings to the ultimate outcome of the patent litigation. Mentor stated that the court granted in part Mentor's June 1998 motion for summary judgment against Quickturn, thereby eliminating one of Quickturn's damage theories (loss in stock value), and denied WITHOUT PREJUDICE Mentor's motion with respect to other damages including the new damage theories Quickturn first raised on October 5, 1998. The court specifically granted Mentor leave to refile its summary judgment motion after Mentor conducts discovery on Quickturn's new damage theories. The court denied Mentor's summary judgment as to damages with respect to a single sale to Bull S.A. in the U.S. Mentor added that the new summary judgment motions on damages will be referred initially to the Special Master who has been appointed in the Portland, Oregon action. The same Special Master earlier recommended denial of all of Quickturn's motions for summary judgment on infringement, and recommended that the court grant summary judgment of non-infringement on one of the six Quickturn patents. Dr. Walden C. Rhines, President and Chief Executive Officer of Mentor Graphics, said, "Quickturn's continued flogging of its alleged $225 million patent damage claim ignores reality. We think it is obvious to Quickturn's stockholders how grossly inflated and self serving Quickturn's damage claim is. We are confident that the disclosure of the experts' reports and their underlying analyses will make it eminently clear that Quickturn's claim inflated to thwart our offer to the disadvantage of any stockholder not familiar with patent law." As previously reported, Mentor's view of Quickturn's grossly inflated damages is aptly summarized in the Mentor damages expert report available on a special Mentor Web site at http://www.mentorg.com/file. In that report, the damages expert stated that, "[It] is simply inherently incredible to claim, as [Quickturn's expert] does, that Quickturn has and will lose $93,000,000 in profits in the period 1996-2003 because Mentor sold five items of equipment having a gross value of $3.5 million during the period 1995-1997. No credible analysis can reach those damage numbers based on Mentor's limited sales." Mentor also challenged the assertion by Quickturn in its press release that the court's ruling on "assignor estoppel" is determinative of the patent infringement action. The ruling, which follows a similar ruling in 1996 on a single patent, has the effect that Mentor cannot challenge the validity of the three patents that Mentor sold to Quickturn in 1992. The court's ruling does NOT reach the pivotal issue of whether Meta System's hardware emulation products infringe those patents. On these issues, the Special Master has already recommended denial of Quickturn's summary judgment motion. As previously announced, the Dealer Manager for the Mentor Graphics Offer is Salomon Smith Barney. MacKenzie Partners, Inc., which is acting as proxy solicitor for the Special Meeting and as the Information Agent for Mentor's Offer, can be reached toll-free at 800-322-2885 or by collect call at 212-929-5500. Mentor Graphics' Offer to Purchase and ancillary documents are available on a Mentor Graphics World Wide Web site at http://www.mentorg.com/file. Mentor has made the experts' reports of both companies available on a special Mentor Web site at http://www.mentorg.com/file. Contacts: Anne M. Wagner Roy Winnick/Todd Fogarty Vice President, Marketing Kekst and Company 503/685-1462 212/521-4800 -----END PRIVACY-ENHANCED MESSAGE-----