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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): August 12, 1998
MENTOR GRAPHICS CORPORATION
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(Exact name of registrant as specified in its charter)
Oregon 0-13442 93-0786033
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
8005 S.W. Boeckman Road, Wilsonville, OR 97070-7777
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(Address of principal executive offices) (Zip Code)
(503) 685-7000
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(Registrants' telephone number, including area code)
No Change
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(former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On August 12, 1998, the Registrant issued a press release, the text of
which is incorporated herein by reference and a copy of which is attached as
Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
No. Exhibit
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99.1 Press Release of Mentor Graphics Corporation, dated August
12, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MENTOR GRAPHICS CORPORATION
(Registrant)
By: /s/ Greg Hinckley
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Name: Greg Hinckley
Title: Executive Vice President,
Chief Operating Officer and
Chief Financial Officer
Dated: August 12, 1998
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EXHIBIT INDEX
99.1 Press Release
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Exhibit 99.1
MENTOR GRAPHICS ANNOUNCES $12.125 PER SHARE
ALL-CASH TENDER OFFER FOR QUICKTURN
WILSONVILLE, Ore., August 12, 1998 -- Mentor Graphics Corporation (Nasdaq: MENT)
today announced a cash tender offer for all shares of Quickturn Design Systems,
Inc. (Nasdaq: QKTN) at a price of $12.125 per share. The all-cash offer, which
was unanimously approved by the Mentor Graphics Board of Directors and which
commences today, represents a premium of 51.6 percent over Quickturn's closing
price of $8.00 per share on Tuesday, August 11, 1998. Mentor Graphics and
Quickturn provide electronic design automation (EDA) tools that help engineers
create better electronic products, such as cellular phones, personal computers
and networking equipment.
The tender offer is scheduled to expire at 12:00 midnight, New York City time,
on September 9, 1998, unless extended. Mentor Graphics has the necessary
financing in hand to consummate the acquisition and its offer to acquire
Quickturn is therefore not subject to any financing condition. Reflecting its
commitment to the acquisition of Quickturn, Mentor Graphics has already acquired
more than three percent of Quickturn's common stock. Based on Quickturn's
17,809,342 shares outstanding at April 30, 1998, the transaction is valued at
$216 million.
Mentor Graphics expects the transaction to increase earnings per share beginning
in the third quarter after closing, following a six-month transition period to
integrate the businesses and to realize synergies. In the year 2000, assuming
consummation of the transaction in the fourth quarter of 1998, Mentor Graphics
expects to achieve, in addition to enhanced revenue growth, approximately $30
million of cost savings in that year resulting from elimination of duplicative
selling, general and administrative, research and development, and litigation
expenses and from the realization of manufacturing efficiencies. The preceding
statements in this paragraph are forward-looking statements within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended (see below).
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Mentor Graphics President and CEO Dr. Walden C. Rhines said: "The strengths of
Mentor Graphics and of Quickturn are highly complementary. Mentor Graphics, the
third-largest electronic design automation company with 1997 revenues of $455
million, focuses primarily on the software side of EDA. The company's core
competency is in system verification and IP reuse. We have long-term strategic
relationships with leading semiconductor and systems companies.
"Quickturn, with 1997 revenues of $110 million, is the market leader in
system-level hardware emulation solutions for the design of integrated circuits
and electronic systems. The company has been successful in marketing to major
semiconductor companies in the United States and Japan, and in creating a
state-of-the-art manufacturing infrastructure.
"We believe that, together, our comprehensive range of verification solutions,
our sales and support channels, and the dedicated employees of both companies
will enable us to help semiconductor and systems customers around the world
create better electronic products faster, more cost-effectively, and with higher
quality and reliability, for greater competitive advantage.
"Mentor Graphics and Quickturn have each sued the other for patent infringement.
We believe that the acquisition could eliminate these protracted, costly and
distracting legal issues," Dr. Rhines said.
To facilitate the offer, Mentor Graphics is filing today with the Securities and
Exchange Commission preliminary agent designation solicitation materials to call
a special meeting of Quickturn's stockholders to replace Quickturn's Board of
Directors with Mentor Graphics' nominees. The record holders of 10 percent of
Quickturn's outstanding shares have the power to call such a special meeting.
Mentor Graphics expects to mail agent designation solicitation materials to the
Quickturn stockholders in due course.
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Mentor Graphics said that it is also commencing litigation in the Delaware
Chancery Court and the United States District Court in Delaware to ensure that
Quickturn stockholders will have the opportunity to receive the benefits of
Mentor Graphics' offer.
The tender offer is subject to terms and conditions including a majority of
outstanding Quickturn shares being validly tendered and not withdrawn;
redemption or removal of Quickturn's shareholder rights plan; the
inapplicability of the Delaware business combination statute; and the expiration
or termination of the Hart-Scott-Rodino waiting period. The Offer to Purchase
and ancillary documents will be available on a Mentor Graphics World Wide Web
site at http://www.mentorg.com/file.
This news release does not constitute an offer to purchase any securities, nor a
solicitation of a proxy, consent, authorization or agent designation with
respect to a meeting of the Quickturn stockholders. The tender offer and the
agent designation solicitation will be made only pursuant to separate materials
in compliance with the requirements of applicable federal and state law.
Mentor Graphics' financial advisor with regard to the transaction is Salomon
Smith Barney.
Mentor Graphics has retained MacKenzie Partners, Inc. as Information Agent for
the Offer and as solicitor for the agent designation solicitation.
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
Certain statements contained in this press release, including, without
limitation, statements containing the words "believes," "expects," and words of
similar import, constitute "forward-looking" statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause the actual
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results, performance or achievements of the Company or industry results to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following:
(i) consummation of the acquisition of Quickturn by Mentor Graphics; (ii) the
successful integration of Quickturn into Mentor Graphics' operations within six
months after consummation of the acquisition; (iii) for high-performance
applications, the market acceptance and manufacturing ramp-up of Mentor
Graphics' Celaro architecture for emulation; (iv) for mid-range performance, the
successful completion of Quickturn's Mercury beta trials and its product launch;
(v) the economic condition of the electronics industry in Asia, particularly
in Japan; (vi) the amount and timing of the charge-off of intangible assets
associated with the acquisition of Quickturn; (vii) the retention of key
employees within the sales, service and manufacturing organizations as well as
certain engineering teams of Quickturn; (viii) satisfactory resolution of
pending patent litigation; and (ix) Mentor Graphics' ability to operate
successfully within a more leveraged capital structure. Given these
uncertainties, prospective investors are cautioned not to place undue reliance
on such forward-looking statements. Mentor Graphics disclaims any obligation
to update any such factors or to publicly announce the results of any revisions
to any of the forward-looking statements contained herein to reflect future
events or developments.
Contacts: Anne M. Wagner
Vice President, Marketing
503-685-1462
Gregory K. Hinckley
COO and CFO
503-685-4833
Dennis Weldon
Treasurer
503-685-1462
Roy Winnick
Kekst and Company
212-521-4842
