<PAGE>
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 Section 240.14a-11(c) or Section
240.14a-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:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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<PAGE>
SUPPLEMENT TO THE
SOLICITATION STATEMENT
OF
MENTOR GRAPHICS CORPORATION
IN CONNECTION WITH THE
SOLICITATION OF AGENT DESIGNATIONS
FOR THE
CALL OF A SPECIAL MEETING OF STOCKHOLDERS
OF
QUICKTURN DESIGN SYSTEMS, INC.
PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED AGENT DESIGNATION IN THE
ENCLOSED ENVELOPE TODAY!
SIGNING AN AGENT DESIGNATION WILL NOT AFFECT YOUR ABILITY TO VOTE FOR OR AGAINST
ANY PROPOSALS PRESENTED AT THE SPECIAL MEETING.
TO THE STOCKHOLDERS OF QUICKTURN DESIGN SYSTEMS, INC.:
This Supplement to the Solicitation Statement of Mentor Graphics Corporation
(the "Supplement") amends and supplements the Solicitation Statement of Mentor
Graphics Corporation (the "Solicitation Statement") and the GREEN Agent
Designation. Except as otherwise set forth in this Supplement, the terms and
conditions set forth in the Solicitation Statement remain applicable in all
respects, and this Supplement should be read in conjunction with the
Solicitation Statement. Unless the context requires otherwise, terms not defined
herein have the meaning ascribed to them in the Solicitation Statement.
Annex II - "Beneficial Ownership of Company Shares by Mentor Graphics,
Purchaser, the Directors and Certain Employees of Mentor Graphics, and Other
Representatives of Mentor Graphics" of the Solicitation Statement is amended and
supplemented with the following information:
Mentor Graphics is the holder of an unsecured subordinated promissory note
of the Company dated September 29, 1993 (the "Promissory Note"), issued in
connection with the termination of a Remarketing Agreement between Mentor
Graphics and PiE Design Systems, Inc., which merged with the Company in June
1993. Pursuant to the terms of the Promissory Note, the Company agreed to pay
Mentor Graphics the principal sum of $3,000,000, together with interest on the
outstanding principal sum at a rate of four percent (4%) per annum, in five
equal installments commencing on September 30, 1994. The final installment of
$600,000 under the Promissory Note is due and payable on September 30, 1998.
Mentor Graphics beneficially owns, directly or indirectly, an aggregate of
791,500 Shares, including the 100 Shares held of record by Purchaser and the
Shares issuable upon exercise of the Warrant (as described below) (representing
4.4% of Shares outstanding as of July 31, 1998, according to the Company's Form
10-Q for the quarter ended June 30, 1998). Mentor Graphics is the holder of a
warrant to acquire 200,000 shares of Company Common Stock at an exercise price
of $30.00 per share (the "Warrant"). The Warrant was issued on February 28, 1992
in connection with the sale by Mentor Graphics to the Company of a patent
covering certain emulation technology and related assets and expires on February
27, 2000. Mentor Graphics and the Company entered into a registration rights
agreement on February 28, 1992 which provides for the registration of the shares
issuable upon exercise of the Warrant at such time as the Company proposes to
register any of its stock or other securities under the Securities Act of 1933,
as amended, subject to certain limitations set forth therein. While Mentor
Graphics may beneficially own the Shares issuable upon exercise of the Warrant,
Mentor Graphics does not intend to exercise the Warrant because the exercise
price of $30.00 per share far exceeds the current market value of the Shares.
<PAGE>
THE SOLICITATION IS BEING MADE BY MENTOR GRAPHICS, AND NOT ON BEHALF OF THE
COMPANY BOARD. AT THIS TIME, MENTOR GRAPHICS IS ONLY SOLICITING YOUR AGENT
DESIGNATION TO CALL THE SPECIAL MEETING. MENTOR GRAPHICS IS NOT CURRENTLY
SEEKING YOUR PROXY, CONSENT, AUTHORIZATION OR AGENT DESIGNATION FOR APPROVAL OF
THE PROPOSALS. AFTER THE SPECIAL MEETING HAS BEEN CALLED, MENTOR GRAPHICS WILL
SEND YOU PROXY MATERIALS URGING YOU TO VOTE IN FAVOR OF THE PROPOSALS. MENTOR
GRAPHICS IS NOT CURRENTLY SOLICITING PROXIES FOR A VOTE ON THE PROPOSED MERGER.
YOU MAY BE ASKED TO VOTE ON THE PROPOSED MERGER IN THE FUTURE.
YOUR AGENT DESIGNATION IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES
YOU OWN. MENTOR GRAPHICS URGES YOU TO SIGN, DATE AND RETURN THE ENCLOSED GREEN
AGENT DESIGNATION TO CALL A SPECIAL MEETING.
IMPORTANT
IF YOUR SHARES OF COMPANY COMMON STOCK ARE REGISTERED IN YOUR OWN NAME,
PLEASE SIGN, DATE AND MAIL THE ENCLOSED GREEN AGENT DESIGNATION TO MACKENZIE IN
THE POSTAGE-PAID ENVELOPE PROVIDED. IF YOUR SHARES OF COMPANY COMMON STOCK ARE
HELD IN THE NAME OF A BROKERAGE FIRM, BANK NOMINEE OR OTHER INSTITUTION, ONLY IT
CAN SIGN A GREEN AGENT DESIGNATION WITH RESPECT TO YOUR SHARES AND ONLY UPON
RECEIPT OF SPECIFIC INSTRUCTIONS FROM YOU. ACCORDINGLY, YOU SHOULD CONTACT THE
PERSON RESPONSIBLE FOR YOUR ACCOUNT AND GIVE INSTRUCTIONS FOR A GREEN AGENT
DESIGNATION TO BE SIGNED REPRESENTING YOUR SHARES OF COMPANY COMMON STOCK.
MENTOR GRAPHICS URGES YOU TO CONFIRM IN WRITING YOUR INSTRUCTIONS TO THE PERSONS
RESPONSIBLE FOR YOUR ACCOUNT AND TO PROVIDE A COPY OF SUCH INSTRUCTIONS TO
MENTOR GRAPHICS IN CARE OF MACKENZIE TO THE ADDRESS BELOW, SO THAT MENTOR
GRAPHICS WILL BE AWARE OF ALL INSTRUCTIONS GIVEN AND CAN ATTEMPT TO ENSURE THAT
SUCH INSTRUCTIONS ARE FOLLOWED.
IF YOU HAVE ANY QUESTIONS ABOUT EXECUTING OR DELIVERING YOUR GREEN AGENT
DESIGNATION OR REQUIRE ASSISTANCE, PLEASE CONTACT:
[MACKENZIE PARTNERS, INC. LOGO]
156 FIFTH AVENUE
NEW YORK, NEW YORK 10010
(212) 929-5500 (CALL COLLECT)
OR
CALL TOLL-FREE: (800) 322-2885
FAX: (212) 929-0308
