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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): December 8, 1998
CADENCE DESIGN SYSTEMS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-10606 77-0148231
(State or Other Jurisdiction (Commission File (I.R.S. Employer
of Incorporation) Number) Identification Number)
2655 Seely Avenue, Building 5
San Jose, California 95134
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (408) 943-1234
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Item 5. Other Events.
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On January 4, 1999, Cadence Design Systems, Inc. (the "Registrant") and
Quickturn Design Systems, Inc. ("Quickturn") amended their Agreement and Plan of
Merger (the "Merger Agreement") dated as of December 8, 1998, as amended on
December 16, 1998, to reflect an increase in the value of the shares of common
stock of Cadence to be received in connection with the merger by holders of
common stock of Quickturn to $15.00 per share of Quickturn common stock.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
Exhibit No. Description
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2.1 Amendment No. 2 dated as of January 4, 1999 to
Agreement and Plan of Merger, dated as of December
8, 1998, by and among the Registrant, CDSI
Acquisition, Inc. and Quickturn Design Systems,
Inc.
2.2 Joint Press Release issued by the Registrant and
Quickturn Design Systems, Inc.
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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.
Dated as of January 5, 1999.
CADENCE DESIGN SYSTEMS, INC.
By: /s/R.L. Smith McKeithen
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R.L. Smith McKeithen
Senior Vice President and General Counsel
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Document Numbered
Page
- ----------- ----------------------------------------------------------- ------------
<S> <C> <C>
Exhibit 2.1 Amendment No. 2 dated as of January 4, 1999, to
Agreement and Plan of Merger, dated as of December 8,
1998, by and among the Registrant, CDSI Acquisition, Inc.
and Quickturn Design Systems, Inc.
Exhibit 2.2 Joint Press Release issued by the Registrant and Quickturn
Design Systems, Inc.
</TABLE>
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EXHIBIT 2.1
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
This AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this
"Amendment"), dated as of January 4, 1999, is entered into by and among
Quickturn Design Systems, Inc., a Delaware corporation (the "Company"), Cadence
Design Systems, Inc., a Delaware corporation ("Parent"), and CDSI Acquisition,
Inc., a Delaware corporation and a wholly owned subsidiary of Parent
("Acquisition"). Capitalized terms used herein but not defined herein shall
have the meanings set forth in the Merger Agreement (defined below).
WHEREAS, (i) the Company, Parent and Acquisition have previously
entered into that certain Agreement and Plan of Merger, dated as of December 8,
1998, as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of
December 16, 1998 (the "Merger Agreement"), and (ii) the Company, Parent and
Acquisition have determined that it is advisable to amend the terms of the
Merger Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the Company, Parent and Acquisition hereby agree as follows:
ARTICLE 1
AMENDMENTS TO THE MERGER AGREEMENT
1.1. Section 1.8(b) of the Merger Agreement is hereby amended and
restated to read in its entirety as follows:
"(b) The Exchange Ratio shall be (i) $15.00 divided by (ii) the average
closing price of one share of Parent Common Stock (as reported on the NYSE
Composite Transactions reporting system) during the five trading days
immediately preceding the second business day prior to the Closing Date."
ARTICLE 2
MISCELLANEOUS
2.1. Affirmation. All terms of the Merger Agreement not expressly
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amended in this Amendment remain unmodified and in full force and effect.
2.2. Entire Agreement. The Merger Agreement, as amended by this
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Amendment (including the Company Disclosure Schedule), constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof and
supersedes all other
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prior agreements and understandings both written and oral between the parties
with respect to the subject matter hereof.
2.3. Validity. If any provision of this Amendment or the Merger
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Agreement, the application thereof to any person or circumstance is held invalid
or unenforceable, the remainder of this Amendment and the Merger Agreement and
the application of such provision to other persons or circumstances shall not be
affected thereby and to such end the provisions of this Amendment and the Merger
Agreement are agreed to be severable.
2.4. Governing Law. This Amendment shall be governed by and
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construed in accordance with the laws of the State of Delaware without regard to
the principles of conflicts of law thereof.
2.5. Descriptive Headings. The descriptive headings herein are
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inserted for convenience of reference only and are not intended to be part of or
to affect the meaning or interpretation of this Amendment.
2.6. Personal Liability. This Amendment shall not create or be
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deemed to create or permit any personal liability or obligation on the part of
any direct or indirect stockholder of the Company or Parent or Acquisition or
any officer, director, employee, agent, representative or investor of any party
hereto.
2.7. Counterparts. This Amendment may be executed in one or more
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counterparts, each of which shall be deemed to be an original but all of which
shall constitute one and the same agreement.
(Remainder of page intentionally left blank)
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IN WITNESS WHEREOF, each of the parties has caused this Amendment to
be duly executed on its behalf as of the day and year first above written.
CADENCE DESIGN SYSTEMS, INC.
By: /s/H. Raymond Bingham
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Name: H. Raymond Bingham
Title: Executive Vice President and
Chief Financial Officer
QUICKTURN DESIGN SYSTEMS, INC.
By: /s/Keith R. Lobo
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Name: Keith R. Lobo
Title: President and Chief Executive Officer
CDSI ACQUISITION, INC.
By: /s/H. Raymond Bingham
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Name: H. Raymond Bingham
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT 2.2
FOR IMMEDIATE RELEASE
CADENCE RAISES PURCHASE PRICE FOR QUICKTURN
TO $15 PER SHARE
Cadence Rejects Auction by Proposed Mentor Nominees to Quickturn Board
SAN JOSE, Calif. -- January 5, 1999 -- Cadence Design Systems, Inc.
(NYSE:CDN) and Quickturn Design Systems, Inc. (NASDAQ:QKTN) today announced
that they have amended their merger agreement to increase from $14 to $15 the
amount of Cadence stock that Quickturn stockholders will receive for each
Quickturn share.
"We increased our price to end the uncertainty and clarify a confusing
situation for Quickturn stockholders," said Jack Harding, president and CEO of
Cadence. "This is a firm agreement for 100% of Quickturn's stock. We have
absolutely no interest in taking part in an auction conducted by Mentor's
nominees to the Quickturn board."
Further, Cadence cautioned that completion of the merger transaction with
Quickturn will be severely imperiled if Quickturn stockholders vote to replace
Quickturn's current board of directors with Mentor's nominees at the special
meeting of Quickturn stockholders on Friday, January 8, 1999. Mentor has
stated that if its nominees are elected, it wants to conduct a due diligence
examination of non-public Quickturn information. Any such sharing of non-
public information would involve a breach, or require termination, of the
Quickturn/Cadence merger agreement.
Under such circumstances, Mentor may also be in a position to block any
pooling of interests transaction, including the proposed merger with Cadence.
Obtaining pooling of interests accounting treatment is an expressed condition
of the Cadence/Quickturn transaction.
"There is great risk to our merger if Mentor's nominees are elected," added
Harding. "We will not proceed with Quickturn if a pooling of interests is
blocked or if Quickturn is forced to share confidential information with
Mentor -- its fiercest competitor."
Keith R. Lobo, president and CEO of Quickturn, said: "We strongly urge
Quickturn stockholders to vote against Mentor's effort to remove our board. If
Mentor's slate of directors is elected, Quickturn could well lose the
opportunity to join Cadence in a transaction that provides our stockholders
superior value in the short term and tremendous potential upside in the long
term."
Lobo added, "Mentor is simply trying to gain control of Quickturn through
the back door. Mentor has only offered to purchase less than 15 percent of the
stock, has made no commitment to purchase the remaining 15.4 million shares
outstanding, and has provided insufficient assurances regarding its ability to
finance such an additional purchase."
As previously announced, the boards of Cadence and Quickturn unanimously
approved a definitive merger agreement under which Cadence will acquire 100
percent of Quickturn's outstanding common stock in a tax-free, stock-for-stock
transaction. As a result of the merger, Quickturn will become a wholly-owned
subsidiary of Cadence. Cadence stock will be valued for purposes of the
exchange based upon the closing prices for Cadence stock on the NYSE during a
five-day trading period ending three days prior to the merger. Cadence said
that it expects the transaction to be accretive to earnings in 1999.
The Quickturn board of directors opposes the Mentor proposals and urges
stockholders to (a) vote AGAINST the Mentor proposals by signing, dating, and
returning the Quickturn BLUE proxy card, and (b) discard any gold-striped
proxy card sent to stockholders by Mentor. Stockholders may direct questions
to Morrow & Co., Inc. at (800) 662-5200.
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Attached to this release is a preliminary proxy statement filed pursuant to
Schedule 14(a) of the Securities Exchange Act of 1934 by Cadence Design
Systems, Inc. The proxy statement contains additional information on the
matters described herein.
ABOUT CADENCE
Cadence Design Systems, Inc. provides comprehensive services and software
for the product development requirements of the world's leading electronics
companies. Cadence is the largest supplier of software products, consulting
services, and design services used to accelerate and manage the design of
semiconductors, computer systems, networking and telecommunications equipment,
consumer electronics, and a variety of other electronic-based products. With
more than 4,000 employees and 1997 annual sales of $916 million, Cadence has
sales offices, design centers, and research facilities around the world. The
company is headquartered in San Jose, Calif. and traded on the New York Stock
Exchange under the symbol CDN. More information about the company, its
products and services may be obtained from the World Wide Web at
http://www.cadence.com.
ABOUT QUICKTURN
Quickturn Design Systems, Inc. is a leading provider of verification
hardware and time-to-market engineering (TtMETM) services for the design of
complex ICs and electronic systems. The company's products are used worldwide
by developers of high-performance computing, multimedia, graphics and
communications systems. Quickturn is headquartered in San Jose, Calif. For
more information, visit the Quickturn Web site at http://www.quickturn.com or
send e-mail to [email protected].
This release contains forward-looking statements based on current
expectations or beliefs as well as a number of assumptions about future
events, and that are subject to factors and uncertainties that could cause
actual results to differ materially from those described in the forward-
looking statements. The reader is cautioned not to put undue reliance on these
forward-looking statements, which are not a guarantee of future performance
and are subject to a number of uncertainties and other factors, many of which
are outside the control of Cadence and Quickturn. The forward-looking
statements in this release address a variety of subjects including, for
example, the expected date of closing of the acquisition, the transaction
being accretive to earnings in 1999, and the potential benefits of the merger.
The following factors, among others, could cause actual results to differ
materially from those described in these forward-looking statements: the risk
that Quickturn's business will not be successfully integrated with Cadence's
business; costs associated with the merger; the inability to obtain the
approval of Quickturn's shareholders; matters arising in connection with the
parties' efforts to comply with applicable regulatory requirements relating to
the transaction; and increased competition and technological changes in the
industry in which Cadence and Quickturn compete. For a detailed discussion of
these and other cautionary statements, please refer to Cadence's and
Quickturn's filings with the Securities and Exchange Commission, including
their respective Annual Reports on Form 10-K for the year ended December 31,
1997 and their respective Quarterly Reports on Form 10-Q for the quarter ended
September 30, 1998.
Cadence and the Cadence logo are registered trademarks of Cadence Design
Systems, Inc. All other brands or product names are the property of their
respective holders.
CONTACTS
For Cadence Design Systems, Inc.
Ray Bingham--(408) 944-7503 (Investors)
Laurie Stanley--(408) 428-5019
or
Robert Mead--Gavin Anderson & Co.- (212) 373-0226
For Quickturn Design Systems, Inc.
Ray Ostby--(408) 914-6000
or
Pauline Yoshihashi--Abernathy MacGregor Frank--(213) 630-6550
Matt Sherman- Abernathy MacGregor Frank--(212) 371-5999
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PRELIMINARY PROXY STATEMENT
-SUBJECT TO COMPLETION-
PRELIMINARY COPY
PROXY STATEMENT
OF
CADENCE DESIGN SYSTEMS, INC.
IN OPPOSITION TO THE SOLICITATION OF
MENTOR GRAPHICS CORPORATION AND
MGZ CORP.
SPECIAL MEETING OF STOCKHOLDERS
JANUARY 8, 1999
Cadence Design Systems, Inc. may engage in activities constituting a
solicitation under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), including discussions with certain holders of outstanding
shares of the common stock, $0.001 par value ("Quickturn Common Stock"), of
Quickturn Design Systems, Inc. ("Quickturn"), a Delaware corporation, in
connection with the Special Meeting of Stockholders of Quickturn, to be held
at 8:00 a.m., PST, on January 8, 1999, at the offices of Wilson Sonsini
Goodrich & Rosati at 650 Page Mill Road, Palo Alto, California, and at any
adjournment, postponement or continuation thereof (the "Special Meeting"). The
phone number at that location is (650) 493-9300.
This Proxy Statement (the "Proxy Statement") will be furnished to holders of
Quickturn Common Stock as necessary to comply with the Exchange Act.
THIS SOLICITATION IS BEING MADE BY CADENCE DESIGN SYSTEMS, INC.
This Proxy Statement is furnished by Cadence Design Systems, Inc.
("Cadence") in opposition to the solicitation by Mentor Graphics Corporation,
an Oregon corporation ("Mentor"), and MGZ Corp., a Delaware corporation and a
wholly-owned subsidiary of Mentor ("MGZ"), pursuant to a Proxy Statement of
Mentor and MGZ dated September 11, 1998, as amended, to the extent valid, or
any subsequent proxy statement of Mentor and/or MGZ (in either case, the
"Mentor Proxy Statement"), of proxies to be used at the Special Meeting. This
Proxy Statement is first being sent or delivered on January 5, 1999 to certain
stockholders of record of Quickturn as of the Record Date (as defined below).
Quickturn has entered into an Agreement and Plan of Merger (the "Merger
Agreement") dated as of December 8, 1998, as amended on December 16, 1998 and
January 4, 1999, with Cadence and a wholly-owned subsidiary of Cadence.
Pursuant to such agreement, it is proposed that Quickturn will merge with a
wholly-owned subsidiary of Cadence in a tax-free, stock-for-stock transaction,
and the stockholders of Quickturn will receive Cadence common stock with a
value of $15.00 per share at the time of closing of the merger. Quickturn has
also entered into a Stock Option Agreement dated as of December 8, 1998 with
Cadence, pursuant to which Quickturn issued Cadence an option to purchase
approximately 19.9% of the outstanding Quickturn Common Stock at $14.00 per
share, which option will become exercisable under certain conditions discussed
below. These agreements are currently the subject of litigation between
Quickturn and Cadence, on the one hand, and Mentor on the other, and between
Quickturn and certain of its stockholders. For a further discussion of the
Delaware litigation referred to above, the other litigation between Quickturn
and Mentor or relating to the unsolicited tender offer by MGZ to purchase
Quickturn Common Stock, as revised, or the proposed transaction between
Quickturn and Cadence and the litigation relating thereto, see Quickturn's
various filings with the Securities and Exchange Commission (the "SEC"),
including sections entitled "Certain Legal Proceedings" in Quickturn's
Schedules 14D-9 and 14A.
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GENERAL/REVOCABILITY OF PROXY
As described in the Quickturn Proxy Statement, any stockholder who has given
a gold proxy to Mentor in connection with the Mentor Proxy Statement may revoke
it at any time before it is voted by delivering to Quickturn, c/o Morrow & Co.,
Inc., a duly executed BLUE Proxy Card from Quickturn bearing a date LATER than
the proxy delivered to Mentor. Proxies may also be revoked at any time prior to
voting by (i) delivering to Quickturn, c/o Morrow & Co., Inc., a written
notice, bearing a later date than the proxy, stating that the proxy is revoked
(such revocation may be in any form, but must be signed and dated and must
clearly express your intention to revoke your previously executed proxy), (ii)
signing and delivering prior to the vote at the Special Meeting a proxy with
respect to the same shares and bearing a date later than the date of the proxy
being revoked, or (iii) attending the Special Meeting and voting in person
(although attendance at the Special Meeting will not, by itself, constitute a
revocation of your proxy). Revocations of proxies and other instruments
revoking proxies may be delivered to Quickturn by fax or by mail (using the
envelope provided with Quickturn Proxy Statement), to Morrow & Co., Inc., 445
Park Avenue, New York, New York, 10022, Fax: (212) 754-8362.
Only holders of Quickturn Common Stock of record at the close of business on
November 10, 1998 (the "Record Date") are entitled to vote at the Special
Meeting. On the Record Date, 18,088,298 shares of Quickturn Common Stock were
outstanding. Each share of Quickturn Common Stock is entitled to one vote on
the matters to be considered at the Special Meeting.
BACKGROUND
UNSOLICITED TENDER OFFER FOR QUICKTURN
On August 12, 1998, MGZ initiated an unsolicited tender offer to purchase all
outstanding shares of Quickturn Common Stock for $12.125 per share. The tender
offer is currently scheduled to remain open to Quickturn stockholders until
January 11, 1999.
On December 28, 1998, Mentor announced that it was reducing the number of
shares being sought in its unsolicited tender offer all shares of Quickturn
Common Stock to 2,100,000 shares and increasing its offering price for such
reduced number of shares to $14.00 cash per share from $12.125 cash per share
(the "Reduced Offer"). Mentor stated that the Reduced Offer, if successfully
consummated and when combined with Mentor's current holdings, would result in
Mentor holding approximately 14.9% of the outstanding shares of Quickturn
Common Stock.
On December 28, 1998, Quickturn's Board of Directors (the "Quickturn Board")
met with its financial and legal advisors to consider the Reduced Offer.
On December 29, 1998, the Quickturn Board met again with its financial and
legal advisors to consider the Reduced Offer and, at the conclusion of such
meeting, determined that the Reduced Offer is not in the best interests of
Quickturn and its stockholders. As described in Quickturn's Schedule 14D-9,
Amendment No. 32, filed with the SEC on December 30, 1998, in determining that
the Reduced Offer is not in the best interests of Quickturn and its
stockholders, and in making its recommendation that Quickturn stockholders
reject the Reduced Offer, the Quickturn Board considered the following reasons
and factors:
. The Quickturn Board determined that the Reduced Offer, which is limited
to an offer to purchase 2,100,000 shares, purports to be part of a
process pursuant to which Mentor proposes to undertake a "proposed
second-step merger." As expressed in its announcement of the Reduced
Offer, Mentor's proposal for a second-step merger is highly conditional
in nature. The Quickturn Board noted that these conditions include,
among other things, a legal ruling invalidating certain provisions of
the Merger Agreement, the negotiation of a merger agreement between
Quickturn and Mentor and completion of due diligence. The Quickturn
Board believes that these conditions are highly unlikely to be
satisfied.
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. The Quickturn Board noted that Mentor did not state that it has
sufficient financing to complete its second-step merger, and the
Quickturn Board believes it is not at all certain that Mentor can
finance a transaction to acquire all of Quickturn's outstanding stock
and fulfill other commitments required under the Merger Agreement.
Accordingly, the Quickturn Board determined that there was significant
uncertainty concerning whether a second-step merger with Mentor could
occur, as well as what the consideration in such a transaction would be.
. The Quickturn Board determined that the Reduced Offer could interfere
with or threaten Quickturn's proposed transaction with Cadence, which
the Quickturn Board determined again to be in the best interests of
Quickturn stockholders. The Quickturn Board noted that the Reduced Offer
purported to be a first step of a multi-step transaction that conflicts
with the proposed combination with Cadence.
. The Quickturn Board noted that Mentor's ownership of 14.9% of the
Quickturn Common Stock, as well as its obtaining control of the
Quickturn Board, could raise serious concerns about Quickturn's ability
to engage in any "pooling-of-interests" transaction, including the
proposed combination with Cadence.
. The Quickturn Board continues to believes that, even assuming Mentor
could make a firm offer to acquire all of the Quickturn Common Stock at
a price consistent with its conditional proposal, the strategic
combination with Cadence provides substantial and superior short- and
long-term value for Quickturn, its stockholders, employees and
customers. In particular, the Quickturn Board continues to believe that
the Cadence transaction offers substantial strategic benefits to
Quickturn which far exceed the consideration proposed by Mentor.
. The Quickturn Board considered potential antitrust issues raised by the
Cadence transaction. In this regard, the Quickturn Board continues to
believe that the transaction does not raise significant antitrust
issues.
. The Quickturn Board considered the potential harm to Quickturn, as well
as Quickturn's employees and customers, if Mentor were to become a 14.9%
stockholder of Quickturn. In this regard, given the litigation and
competition between Quickturn and Mentor, the Quickturn Board considered
the potential negative impact on Quickturn if Mentor were to become a
large stockholder of Quickturn.
The Quickturn Board of Directors unanimously recommended that Quickturn
stockholders reject the revised unsolicited proposal by Mentor to acquire a
14.9% stake in Quickturn. The Quickturn Board continues to recommend that
stockholders not tender their shares to Mentor, and urges Quickturn
stockholders who may have tendered to withdraw their shares.
WHY CADENCE OPPOSES THE MENTOR OFFER AND THE MENTOR PROPOSALS
As the Quickturn Board has stated, the combination of Quickturn with Cadence
will enable Quickturn stockholders to enjoy the benefits of Cadence's proven
business strategy, strong balance sheet and excellent track record in
acquiring and integrating companies. Cadence feels very strongly about the
advantages of combining the complementary product offerings, development
efforts and marketing strengths of Cadence with those of Quickturn. Cadence
believes the proposed merger is truly a strategic combination in which the
whole will be greater than the sum of the parts.
Despite Quickturn's proposed strategic merger with Cadence, Mentor persists
in soliciting your vote to replace the Quickturn Board with its own handpicked
slate of director nominees and in making the Reduced Offer. The Quickturn
Board has determined that Mentor's Reduced Offer is inadequate and that
Mentor's proposal is not in the best interests of Quickturn and its
stockholders.
5
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CERTAIN INFORMATION ABOUT CADENCE/INTEREST OF
CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
AND RELATED ADDITIONAL INFORMATION
Cadence is a corporation organized under the laws of the State of Delaware.
Its business address is 2655 Seely Avenue, San Jose, California 95134. The
principal business of Cadence is the development, manufacture and sale of
electronic design automation software technology and provision of professional
services in connection therewith.
On December 8, 1998, Quickturn, Cadence and CDSI Acquisition, Inc., a
Delaware corporation and wholly-owned subsidiary of Cadence ("Acquisition"),
entered into the Merger Agreement, pursuant to which (upon satisfaction or
waiver of certain conditions) Acquisition will be merged with and into
Quickturn (the "Merger") and Quickturn will become the surviving corporation
and a wholly-owned subsidiary of Cadence. Each of the shares of Quickturn
Common Stock (excluding any in treasury or held by Cadence or any of its
subsidiaries) issued and outstanding (together with the associated preferred
share purchase rights issued under Quickturn's Preferred Shares Rights
Agreement, dated as of January 10, 1996, between Quickturn and BankBoston,
N.A., as rights agent, as amended) will be converted into shares of common
stock of Cadence (with the appropriate number of Cadence's preferred stock
purchase rights as provided in Cadence's Rights Agreement, dated as of
February 9, 1996, between Cadence and Harris Trust and Savings Bank, as rights
agent, whether or not such rights shall still be attached to such shares). On
January 4, 1999, the Merger Agreement was amended to reflect an increase in
the value of the shares of common stock of Cadence to be received by holders
of Quickturn Common Stock to $15.00 per share. Quickturn and Cadence also
entered into a Stock Option Agreement granting Cadence an option (the
"Option") to purchase up to 19.99% of the outstanding Quickturn Common Stock.
As a result, Cadence is the beneficial owner of 3,619,100 shares of Quickturn
Common Stock, or 19.99% of the shares outstanding, based upon 18,095,580
shares of Quickturn Common Stock outstanding as of November 30, 1998 (as
represented by Quickturn in the Merger Agreement) and assuming exercise of the
Option.
The Option is exercisable only upon the occurrence of certain events,
including, without limitation: (1) a recommendation by Quickturn's Board of
Directors to its stockholders of a Superior Proposal (as defined in the Merger
Agreement), (2) the withdrawal by Quickturn's Board of Directors of its
approval of the Merger, (3) the failure of Quickturn to use all reasonable
efforts to convene a stockholders' meeting to vote on the Merger, (4) in
certain circumstances, the failure to obtain stockholder approval after a duly
convened meeting, or (5) following termination of the Merger Agreement for
certain specified reasons, an agreement between Quickturn and a third party
relating to certain business combinations with a third party or a third
party's acquisition of certain assets of Quickturn. In addition, under certain
circumstances, including any person's acquisition of thirty percent (30%) or
more of the outstanding Quickturn Common Stock or a written definitive
agreement between Quickturn and a third party for certain business
combinations prior to the expiration date of the Option, Cadence may require
Quickturn to cancel the option and pay a cancellation amount. In some
instances, Quickturn may require Cadence to sell to Quickturn any shares of
Quickturn Common Stock received by Cadence upon exercise of the Option.
Cadence is limited in the total payments it may receive in connection with its
exercise of the Option to $14.075 million, minus any amounts it receives
(other than for expense reimbursements) upon termination of the Merger
Agreement. Cadence does not know of any event that has occurred as of the date
hereof that would allow Cadence to exercise its Option.
The Option Agreement will expire upon the earlier of (i) the Effective Time
of the Merger (as defined in the Merger Agreement) and (ii) the twelve (12)
month anniversary of the termination of the Merger Agreement in accordance
with the terms thereof.
In the past, Cadence has been a customer of Quickturn in the ordinary course
and has entered into arms-length purchase agreements with Quickturn for
products and services. Cadence does not believe such agreements, individually
or in the aggregate, to constitute material agreements of Cadence.
Except as described herein, neither Cadence, nor to Cadence's knowledge, any
of its associates, (i) has engaged in or has a direct or indirect interest in
any transaction or series of transactions since the beginning of
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Quickturn's last fiscal year or in any currently proposed transaction, to
which Quickturn or any of its subsidiaries is a party where the amount
involved was in excess of $60,000, (ii) is the beneficial or record owner of
any securities of Quickturn or any parent or subsidiary thereof, (iii) is the
record owner of any securities of Quickturn of which it may not be deemed to
be the beneficial owner, (iv) has been within the past year, a party to any
contract, arrangement or understanding with any person with respect to any
securities of Quickturn or (v) has any agreement or understanding with respect
to future employment by Quickturn or any arrangement or understanding with
respect to any future transactions to which Quickturn will or may be a party.
In connection with the execution of the Merger Agreement, Cadence entered
into employment agreements with Quickturn's President, Keith R. Lobo, and
certain other Quickturn employees (the "Employees"). Each employment agreement
commences at the consummation of the Merger for a term of eighteen months (the
"Employment Period"). During the Employment Period, Mr. Lobo and each of the
other Employees will serve the surviving corporation in a capacity
functionally equivalent to his current position with Quickturn and will be
entitled to an annual base salary and bonus (based on a percentage of base
salary) specified in the employment agreement. In addition to his cash
compensation, each Employee will be entitled to receive certain options to
purchase shares of Cadence Common Stock pursuant to his employment agreement.
The employment agreements further provide that, upon termination of the
Employee's employment with the Surviving Corporation at any time before the
one year anniversary of the consummation of the Merger, the Employee's
compensation will be determined solely in accordance with the applicable
Quickturn retention plan. Between such one year anniversary and the date that
is 18 months following the consummation of the Merger, termination of any
Employee without cause (as defined in the employment agreements), or voluntary
termination by the Employee as a result of a reduction in base pay, reduction
in title or a material change in such Employee's job responsibilities, or
because of his relocation to more than 35 miles from his work location
immediately prior to the Merger, entitles such Employee to a cash payment
equal to the Employee's base salary for the remainder of the Employment
Period. Upon termination at any time during the Employment Period, the Cadence
stock options granted to the terminated Employee during the Employment Period
will cease to vest and all other employee medical, dental and other benefits
will terminate, except as otherwise required under the applicable Quickturn
retention plan.
Each Employee has also agreed not to compete with the surviving corporation
before the later of (i) the eighteen month anniversary of the consummation of
the Merger and (ii) such Employee's termination of employment with the
surviving corporation. In addition, until one year after termination of his
employment, the Employee may solicit neither Cadence's nor the surviving
corporation's employees nor their clients or customers, nor may such Employee:
(x) use any Cadence or Quickturn trade secret or proprietary information, (y)
interfere or attempt to interfere with the surviving corporation's or
Cadence's relationship with its customers or clients, or (z) solicit the
business of any client or customer of Cadence or the surviving corporation.
Cadence has filed a registration statement on Form S-4 and related exhibits
with the SEC under the Securities Act of 1933, as amended (the "Securities
Act"). This registration statement on From S-4 also includes a proxy statement
of Quickturn regarding a special meeting of the Quickturn stockholders to
approve the Merger with Cadence. The registration statement contains
additional information about Cadence and the Merger. The registration
statement and its exhibits may be inspected without charge at the office of
the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies may be
obtained from the SEC at prescribed rates. In addition, Cadence files annual,
quarterly and special reports, proxy statements and other information with the
SEC. Any document Cadence files with the SEC may be read and copied at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 (1-800-732-0330) for
further information on the public reference rooms. Copies of these materials
may also be obtained from the public reference section of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The SEC also
maintains a web site that contains reports, proxy and information statements
and other information regarding registrants that file electronically with the
SEC (http://www.sec.gov). Reports and other information filed with the SEC by
Cadence may be copied at the office of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005.
7
<PAGE>
VOTE REQUIRED
As described in the Quickturn Proxy Statement, each stockholder is entitled
to one vote for each share of Quickturn Common Stock held. Stockholders do not
have the right to cumulate votes in the election of directors. In connection
with the Removal Proposal (as defined in the Quickturn Proxy Statement),
pursuant to Section 141(k) of the Delaware General Corporation Law (the
"DGCL") and Section 3.16 of the Quickturn Bylaws, the removal of directors
requires the affirmative vote of a majority of all shares of Quickturn Common
Stock outstanding and entitled to vote on the election of directors.
Accordingly, abstentions and broker non-votes will have the same effect as
votes cast against the Removal Proposal. In connection with the Election
Proposal (as defined in the Quickturn Proxy Statement), pursuant to Section
216 of the DGCL, directors will be elected by a plurality of the votes cast by
stockholders at the Special Meeting. Since votes are cast in favor of or
withheld from each nominee, abstentions and broker non-votes will have no
effect on the outcome of the Election Proposal. The Bylaw Amendment Proposal
and the Bylaw Repeal Proposal (each as defined in the Quickturn Proxy
Statement and collectively, the "Bylaw Proposals") each require the
affirmative vote of a majority of the shares of Quickturn Common Stock present
in person or represented by proxy and entitled to vote at the Special Meeting.
Accordingly, assuming a quorum is present at the Special Meeting, abstentions
have the same effect as votes cast against the Bylaw Proposals, while broker
non-votes are not included in the total number of votes cast on a Bylaw
Proposal and therefore will not be counted for determining whether the Bylaw
Proposal has been approved.
8
<PAGE>
SECURITY OWNERSHIP
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of September 1, 1998 (unless otherwise
indicated), to the knowledge of Cadence and based on a review of publicly
available information, (i) each person or entity who is known by Cadence to
own beneficially more than 5% of the outstanding shares of Quickturn Common
Stock; (ii) each of Quickturn's current directors; (iii) each of the named
Executive Officers (as defined in Item 402(a)(3) of Regulation S-K of the
Exchange Act); and (iv) all directors and executive officers of Quickturn as a
group.
<TABLE>
<CAPTION>
PERCENTAGE
SHARES BENEFICIALLY BENEFICIALLY
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED (1) OWNED
- ------------------------------------ ------------------- ------------
<S> <C> <C>
PRINCIPAL STOCKHOLDERS
Kopp Investment Advisors, Inc.(2)
7701 France Avenue South, Suite 500
Edina, MN 55435............................. 2,597,975 14.4%
State of Wisconsin Investment Board(2)
P.O. Box 7842
Madison, WI 53707........................... 2,101,500 11.6%
DIRECTORS
Glen M. Antle(3)............................. 325,782 1.8%
Keith R. Lobo(4)............................. 438,750 2.4%
Richard C. Alberding(5)...................... 17,500 *
Michael R. D'Amour(6)........................ 40,970 *
Dr. Yen-Son (Paul) Huang(7).................. 354,550 2.0%
Dr. David K. Lam(5).......................... 10,417 *
William A. Hasler(8)......................... 3,667 *
Charles D. Kissner(5)........................ 1,667 *
NAMED EXECUTIVE OFFICERS (9)
Jeffrey K. Jordan(10)........................ 1,134 *
Raymond K. Ostby(11)......................... 102,767 *
Dugald H. Stewart(12)........................ 7,390 *
Tung-sun Tung(13)............................ 34,655 *
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A
GROUP
(16 persons) (14)............................ 1,792,816 9.5%
</TABLE>
- --------
* Less than 1%.
(1) The number and percentage of shares beneficially owned is determined
under rules of the SEC, and the information is not necessarily indicative
of beneficial ownership for any other purpose. Under such rules,
beneficial ownership includes any shares as to which the individual has
sole or shared voting power or investment power and also any shares which
the individual has the right to acquire within sixty days of September 1,
1998 through the exercise of any stock option or other right. Unless
otherwise indicated in the footnotes, to Cadence's knowledge, each person
has sole voting and investment power (or shares such powers with his or
her spouse) with respect to the shares shown as beneficially owned.
(2) This information was obtained from filings made by such stockholder with
the SEC pursuant to Sections 13(d) or 13(g) of the Exchange Act.
(3) Includes 257,270 shares held by The Antle Family Trust, as to which Mr.
Antle shares voting and dispositive power, and 68,512 shares of Quickturn
Common Stock exercisable within sixty days of September 1, 1998.
(4) Includes options to purchase 433,750 shares of Quickturn Common Stock
exercisable within sixty days of September 1, 1998.
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<PAGE>
(5) All such shares are subject to options exercisable within sixty days of
September 1, 1998.
(6) Includes 31,388 shares held by The D'Amour Family Trust, as to which Mr.
D'Amour shares voting and dispositive power, and 4,583 shares of
Quickturn Common Stock subject to options exercisable within sixty days
of September 1, 1998.
(7) Includes 37,548 shares held by The Huang Living Trust, as to which Mr.
Huang shares voting and dispositive power, and 31,250 shares of Quickturn
Common Stock subject to options exercisable within sixty days of
September 1, 1998.
(8) Includes options to purchase 1,667 shares of Quickturn Common Stock
exercisable within sixty days of September 1, 1998.
(9) Keith R. Lobo is also President and Chief Executive Officer of Quickturn
and is listed above under the heading "Directors."
(10) Includes options to purchase 333 shares of Quickturn Common Stock
exercisable within sixty days of September 1, 1998.
(11) Includes options to purchase 94,667 shares of Quickturn Common Stock
exercisable within sixty days of September 1, 1998.
(12) Includes options to purchase 7,000 shares of Quickturn Common Stock
exercisable within sixty days of September 1, 1998.
(13) Includes options to purchase 20,568 shares of Quickturn Common Stock
exercisable within sixty days of September 1, 1998.
(14) Includes options to purchase 747,164 shares of Quickturn Common Stock
exercisable within sixty days of September 1, 1998.
SECURITY OWNERSHIP BY CADENCE
See "Certain Information About Cadence" for information regarding Cadence's
beneficial ownership of Quickturn Common Stock.
There have been no purchases and sales of Quickturn Common Stock by Cadence
within the last two years.
SOLICITATION EXPENSES AND PROCEDURES
Cadence intends to communicate with Quickturn Stockholders by mail,
telephone, facsimile and other electronic means utilizing its officers,
employees and agents. No such persons shall receive compensation for making
such communications. Cadence expects that this Proxy Statement will be mailed
on January 5, 1999 to Quickturn Stockholders of record as of the Record Date
by Morrow & Co., Inc. (which has been retained by Quickturn to assist
Quickturn in connection with its solicitations relating to the meeting) as
part of a distribution by Quickturn to such stockholders. Neither Morrow &
Co., Inc. nor Quickturn is receiving any payment from Cadence for such
distribution.
Cadence anticipates that a total of less than $50,000 will be spent in
communicating with Quickturn Stockholders. To date, Cadence has incurred no
expenses in communicating with Quickturn Stockholders. Actual expenditures may
vary materially from the estimate, however, as many of the expenditures cannot
be readily predicted. Except as noted in the preceding paragraph, the entire
expense of preparing, assembling, printing and mailing this Proxy Statement
and any other related materials and the cost of communicating with Quickturn
Stockholders will be borne by Cadence. Cadence does not intend to request
reimbursement from Quickturn for these expenses.
10
<PAGE>
QUICKTURN STOCKHOLDER PROPOSALS
Quickturn will hold a 1999 Annual Meeting of Stockholders only if the Merger
is not consummated before the time of such meeting. In the event that such a
meeting is held, any proposals of Quickturn Stockholders intended to be
presented at the 1999 Annual Meeting must be received by the secretary of
Quickturn no later than , 1999 in order to be considered for
inclusion in the Quickturn proxy materials relating to such meeting. Any
proposal from a Quickturn Stockholder that is submitted outside the processes
of Rule 14a-8 under the Exchange Act and that therefore will not be included
in proxy materials to be sent to Quickturn Stockholders by Quickturn, must be
received by the secretary of Quickturn not later than 90 days prior nor
earlier than 120 days prior to the date of such meeting (unless less than 100
days' notice or prior public disclosure of the date of such meeting is given
or made to Quickturn Stockholders, in which case a stockholder proposal must
be received no later than the close of business on the 10th day following the
date on which Quickturn's notice was mailed or public disclosure was made with
respect to such meeting) in order to be considered timely received under
Quickturn's By-Laws.
11
