<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
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): January 8, 1999
MENTOR GRAPHICS CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
OREGON 0-13442 93-0786033
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
8005 S.W. BOECKMAN ROAD, WILSONVILLE, OREGON 97070-7777
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(Address of principal executive offices) (Zip Code)
(503) 685-7000
----------------------------------------------------
(Registrants' telephone number, including area code)
N/A
-------------------------------------------------------------
(former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On January 8, 1999, the Registrant issued a press release, the full
text of which is set forth below:
MENTOR GRAPHICS TERMINATES OFFER FOR QUICKTURN
WILSONVILLE, OR, JANUARY 8, 1999 -- Mentor Graphics Corporation (Nasdaq:
MENT) announced that effective today it is terminating its tender offer,
proxy solicitation and its proposal to acquire Quickturn Design Systems, Inc.
(Nasdaq: QKTN), and is withdrawing its call for the special meeting which had
been scheduled for today.
Dr. Walden C. Rhines, President and CEO of Mentor Graphics, said: "It is
clear that in any further bidding for Quickturn, Mentor faced significant
barriers and therefore we determined that continued participation would not
be in our shareholders' best interests. We congratulate Jack Harding and the
Cadence team, and we look forward to competing with Cadence in the EDA
marketplace as we have for many years. Mentor believes that emulation should
be an important verification tool for designers if innovative emulation
systems are made available to them.
"I particularly want to thank the many people who worked so hard to try to
make this acquisition happen. They can feel justly proud that the EDA
industry will be a better, more productive one. In particular, I want to
thank the employees of Mentor Graphics who, despite all the distractions of
this activity, kept their eye on the ball and turned in all-time record
performance for Mentor in the fourth quarter of 1998. It's likely that they
have taken Mentor to the #1 spot among the EDA majors, in terms of the
all-important measure: product growth rate. My thanks to our customers and,
again, to all of our Mentor associates," concluded Dr. Rhines.
Mentor Graphics Corporation is a world leader in electronic hardware and
software design solutions, providing products and consulting services for the
world's largest electronics and semiconductor companies. Established in
1981, the company reported revenues over the last 12 months of $468 million
and employs approximately 2,500 people worldwide. Company headquarters are
located at 8005 S.W. Boeckman Road, Wilsonville, Oregon 97070-7777. World
Wide Web site: http://www.mentor.com.
Certain statements contained in this press release 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 results, performance or achievements expressed or implied by
such forward-looking statements.
Contacts: Anne M. Wagner/Ry Schwark Todd Fogarty/Roy Winnick
Mentor Graphics Corporation Kekst and Company
503/685-1462 212/521-4800
# # #
Certain statements contained in the press release 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 results, performance or achievements of the Company or industry
results to be materially different from any results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors incude, among others, the following: (i) the Company's ability
to successfully offer products and services that compete in the highly
competitive and dynamic EDA industries; (ii) effects of the increasing
volatility of foreign currency fluctuations on the Company's business and
operating results; (iii) the overall instability of Asian or other economies,
including changes in regional or worldwide economic or political conditions,
government trade restrictions, limitations on repatriation of earnings,
licensing and intellectual property rights protection; and (iv) the Company's
ability to recruit and retain necessary personnel to research and develop,
market, sell and service products. 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 to reflect future events or developments.
<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits:
99.1 Press Release dated January 8, 1999.
<PAGE>
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.
Dated: January 12, 1999
MENTOR GRAPHICS CORPORATION
(Registrant)
By: /s/ Gregory K. Hinckley
-----------------------------------
Gregory K. Hinckley
Executive Vice President, Chief
Operating Officer and Chief
Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibits
- --------
99.1 Press Release dated January 8, 1999.
<PAGE>
EXHIBIT 99.1
MENTOR GRAPHICS TERMINATES OFFER FOR QUICKTURN
WILSONVILLE, OR, JANUARY 8, 1999 -- Mentor Graphics Corporation (Nasdaq:
MENT) announced that effective today it is terminating its tender offer,
proxy solicitation and its proposal to acquire Quickturn Design Systems, Inc.
(Nasdaq: QKTN), and is withdrawing its call for the special meeting which had
been scheduled for today.
Dr. Walden C. Rhines, President and CEO of Mentor Graphics, said: "It is
clear that in any further bidding for Quickturn, Mentor faced significant
barriers and therefore we determined that continued participation would not
be in our shareholders' best interests. We congratulate Jack Harding and the
Cadence team, and we look forward to competing with Cadence in the EDA
marketplace as we have for many years. Mentor believes that emulation should
be an important verification tool for designers if innovative emulation
systems are made available to them.
"I particularly want to thank the many people who worked so hard to try to
make this acquisition happen. They can feel justly proud that the EDA
industry will be a better, more productive one. In particular, I want to
thank the employees of Mentor Graphics who, despite all the distractions of
this activity, kept their eye on the ball and turned in all-time record
performance for Mentor in the fourth quarter of 1998. It's likely that they
have taken Mentor to the #1 spot among the EDA majors, in terms of the
all-important measure: product growth rate. My thanks to our customers and,
again, to all of our Mentor associates," concluded Dr. Rhines.
Mentor Graphics Corporation is a world leader in electronic hardware and
software design solutions, providing products and consulting services for the
world's largest electronics and semiconductor companies. Established in
1981, the company reported revenues over the last 12 months of $468 million
and employs approximately 2,500 people worldwide. Company headquarters are
located at 8005 S.W. Boeckman Road, Wilsonville, Oregon 97070-7777. World
Wide Web site: http://www.mentor.com.
Certain statements contained in this press release 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 results, performance or achievements expressed or implied by
such forward-looking statements.
Contacts: Anne M. Wagner/Ry Schwark Todd Fogarty/Roy Winnick
Mentor Graphics Corporation Kekst and Company
503/685-1462 212/521-4800
# # #
