<PAGE>
As filed with the Securities and Exchange Commission on March 6, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUICKTURN DESIGN SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0159619
(State of incorporation) (I.R.S. Employer Identification No.)
440 CLYDE AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
(415) 967-3300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
RAYMOND K. OSTBY
VICE PRESIDENT, FINANCE AND ADMINISTRATION,
AND CHIEF FINANCIAL OFFICER
QUICKTURN DESIGN SYSTEMS, INC.
440 CLYDE AVENUE
MOUNTAIN VIEW, CA 94043
(415) 967-3300
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
COPIES TO:
HERBERT P. FOCKLER
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304
(415) 493-9300
Approximate date of commencement of proposed sale to the public:
FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
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If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Offering Price Per Share(1) Aggregate Offering Price(1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value
$0.001 per share .......... 2,404,346 $15,625 $37,567,906 $11,384
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</TABLE>
(1) Estimated solely for the purpose of computing the registration fee required
by Section 6(b) of the Securities Act and computed pursuant to Rule 457(c)
under the Securities Act based upon the average of the high and low prices
of the Common Stock on March 3, 1997, as reported on the Nasdaq National
Market.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the Registration Statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to
Section 8(a), may determine.
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<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such
State.
<PAGE>
PROSPECTUS
(Subject to completion, dated March 6, 1997)
2,404,346 SHARES
QUICKTURN DESIGN SYSTEMS, INC.
COMMON STOCK
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This Prospectus relates to the public offering, which is not being
underwritten, of up to 2,404,346 shares of Common Stock, par value $0.001 per
share (the "Shares"), of Quickturn Design Systems, Inc. ("Quickturn" or the
"Company"), which may be offered from time to time by certain stockholders of
the Company or by pledgees, donees, transferees or other successors in interest
that receive such shares as a gift, partnership distribution or other non-sale
related transfer (the "Selling Stockholders"). The Company will receive no part
of the proceeds of such sales. All of the Shares were originally issued by the
Company in connection with the Company's acquisition of SpeedSim, Inc.
("SpeedSim"), by and through a merger of a wholly-owned subsidiary of Quickturn
("Sub") with and into SpeedSim. The Shares were issued pursuant to an exemption
from the registration requirements of the Securities Act of 1933, as amended
(the "Securities Act"), provided by Section 4(2) thereof. The Shares are being
registered by the Company pursuant to the Agreement and Plan of Reorganization
dated January 16, 1997 (the "Reorganization Agreement") by and among Quickturn,
Sub and SpeedSim.
The Shares may be offered by the Selling Stockholders from time to time in
one or more transactions in the over-the-counter market at prices prevailing
therein, in negotiated transactions at such prices as may be agreed upon, or in
a combination of such methods of sale. See "Plan of Distribution." The price at
which any of the Shares may be sold, and the commissions, if any, paid in
connection with any such sale, are unknown and may vary from transaction to
transaction. The Company will pay all expenses incident to the offering and
sale of the Shares to the public other than any commissions and discounts of
underwriters, dealers or agents and any transfer taxes. See "Selling
Stockholders" and "Plan of Distribution."
The Company's Common Stock is listed on the Nasdaq National Market under
the symbol "QKTN." On March 5, 1997, the last sale price of the Company's
Common Stock was $17.75 per share.
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SEE "RISK FACTORS" ON PAGE 4 FOR INFORMATION THAT SHOULD BE CONSIDERED BY
PROSPECTIVE INVESTORS.
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The Securities and Exchange Commission (the "Commission") may take the view
that, under certain circumstances, the Selling Stockholders and any
broker-dealers or agents that participate with the Selling Stockholders in the
distribution of the Shares may be deemed to be "underwriters" within the meaning
of the Securities Act. Commissions, discounts or concessions received by any
such broker-dealer or agent may be deemed to be underwriting commissions under
the Securities Act. The Company and the Selling Stockholders have agreed to
certain indemnification arrangements. See "Plan of Distribution."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS , 1997
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy and information statements and other information
with the Commission. Such reports, proxy and information statements and other
information may be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
NW, Washington, D.C. 20549, and at the following Regional Offices of the
Commission: New York Regional Office, Seven World Trade Center, Suite 1300, New
York, New York 10048 and Chicago Regional Office, Northwest Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material may be obtained by mail at prescribed rates from the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street, NW, Washington,
D.C. 20549. The Commission maintains a Web site that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission. The address of the site is
http://www.sec.gov. The Common Stock of the Company is listed on the Nasdaq
National Market, and such reports, proxy and information statements and other
information concerning the Company may be inspected at the offices of Nasdaq
Operations, 1735 K Street, NW, Washington, D.C. 20006.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the Commission under the
Securities Act. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the shares of Common Stock offered
hereby, reference is hereby made to the Registration Statement. The
Registration Statement may be inspected at the public reference facilities
maintained by the Commission at the addresses set forth in the preceding
paragraph. Statements contained herein concerning any document filed as an
exhibit are not necessarily complete and, in each instance, reference is made to
the copy of such document filed as an exhibit to the Registration Statement.
Each such statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Company (File No.
0-22738) pursuant to the Exchange Act are hereby incorporated by reference in
this Prospectus:
(1) The Company's Annual Report on Form 10-K for the year ended December
31, 1995;
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996;
(3) The Company's Current Report on Form 8-K, filed with the Commission on
February 21, 1997;
(4) The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A, filed with the Commission on
October 29, 1993; and
(5) The description of the Company's Preferred Shares Rights contained in
the Registration Statement on Form 8-A, filed with the Commission on
January 17, 1996.
All reports and other documents subsequently filed by the Company pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to the termination of this offering shall be deemed to be
incorporated by reference into this Prospectus, to the extent required, and to
be a part of this Prospectus from the date of filing of such reports and
documents.
Any statement contained in a document incorporated by reference into this
Prospectus shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, upon written or oral request of such person, a copy of any or all of
the foregoing documents incorporated by reference into this Prospectus (other
than exhibits to such documents, unless such exhibits are specifically
incorporated by reference into such documents). Requests for such documents
should be submitted in writing to Investor Relations, Quickturn Design Systems,
Inc., 440 Clyde Avenue, Mountain View, California 94043 or by telephone at
(415) 967-3300.
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THE COMPANY
Quickturn Design Systems, Inc. ("Quickturn" or the "Company") designs,
manufactures, sells and supports products that provide system-level verification
solutions for the design of integrated circuits and electronic systems. The
Company's emulation systems are designed to improve design quality and to reduce
time-to-market and prototype development costs compared to traditional
verification methodologies. Quickturn's emulation systems are used by
electronic design engineers to generate a reprogrammable physical prototype, or
"virtual silicon" representation, of their electronic circuit designs. This
virtual silicon representation is then plugged into the target system to achieve
concurrent verification of the entire system design, including system
application software. This allows iterative design changes to the emulated
circuits, all prior to silicon fabrication. Quickturn's SpeedSim-TM-
cycle-based simulation products, which complement the Company's emulation
products, are used by customers to verify digital logic designs. The Company
was incorporated in California in July 1987 and reincorporated in Delaware in
December 1993. The Company's executive offices are located at 440 Clyde
Avenue, Mountain View, California 94043, and its telephone number is
(415) 967-3300.
FORWARD-LOOKING STATEMENTS
This Prospectus and the documents incorporated herein by reference contain
forward-looking statements that are based on current expectations, estimates and
projections about the Company's industry, management's beliefs, and assumptions
made by management. Words such as "anticipates," "expects," "intends," "plans,"
"believes," "seeks," "estimates," variations of such words and similar
expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and are subject to certain
risks, uncertainties and assumptions that are difficult to predict; therefore,
actual results may differ materially from those expressed or forecasted in any
such forward-looking statements. Such risks and uncertainties include those set
forth herein under "Risk Factors," as well as those noted in the documents
incorporated herein by reference. The Company undertakes no obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise.
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RISK FACTORS
THE SHARES OFFERED HEREBY ARE SPECULATIVE IN NATURE AND INVOLVE A HIGH
DEGREE OF RISK. THE FOLLOWING RISK FACTORS SHOULD BE CONSIDERED CAREFULLY, IN
ADDITION TO THE OTHER INFORMATION CONTAINED IN THE DOCUMENTS INCORPORATED BY
REFERENCE HEREIN, BEFORE PURCHASING THE COMMON STOCK OFFERED HEREBY:
DEVELOPING MARKET; ACCEPTANCE OF THE COMPANY'S PRODUCTS. Substantially all
of the Company's revenue has been derived from the sale of its verification
products, and sales of such products are expected to continue to account for
substantially all of the Company's revenue for the foreseeable future. To date,
the Company's products have been sold to a limited number of customers.
Accordingly, broad market acceptance of verification products by existing and
new customers is critical to the Company's future success. The adoption of the
Company's verification products in the design verification process by IC and
system designers, particularly those which have historically relied on other
methodologies, generally requires the designer to adopt an entirely new method
of design verification. While the Company believes that its verification
products offer considerable advantages in the IC and system design process,
there can be no assurance that market acceptance of those products will continue
to grow. Moreover, there can be no assurance that emulation products will be
adopted beyond the high-end emulation market, which is characterized by complex
ICs of hundreds of thousands or, in some cases, millions of logic gates. The
adoption of the Company's verification products for designing ICs and systems
will also depend on the continued increased complexity of ICs designed into
electronic systems, integration of the Company's products with other tools for
design and verification, importance of the time-to-market benefits of
verification products and industry acceptance of the need to close the gap
between high level design and silicon production. Because the market for
verification products is new and evolving, it is difficult to predict with any
assurance whether the market for verification products will continue to expand.
POTENTIAL FLUCTUATIONS IN QUARTERLY RESULTS; ACCUMULATED DEFICIT;
NON-COMPLIANCE WITH DEBT COVENANTS. The Company's quarterly operating results
have in the past and may in the future vary significantly depending on factors
such as the timing of customer development projects and related orders to
purchase the Company's verification products, new product announcements and
releases by the Company, and economic conditions generally and in the
electronics industry specifically. Other factors which could adversely affect
the Company's quarterly operating results in the future include the efficiencies
achieved by the Company in managing inventories and fixed assets, the timing of
expenditures in anticipation of increased sales, customer product delivery
requirements and shortages of components or labor. Many of the Company's
customers order on an as-needed basis and often delay delivery of firm purchase
orders until their project commencement dates are determined. As a result, the
Company's backlog at the beginning of a quarter may not represent a significant
percentage of its product sales anticipated in that quarter. Quarterly revenue
and operating results will therefore depend on the volume and timing of orders
received during the quarter, which are difficult to forecast. Moreover, a
significant portion of the Company's revenue in each quarter generally results
from shipments during the last few weeks of the quarter. The absence of
significant backlog and the concentration of sales at the end of the quarter
limit the Company's ability to plan operating expenses and production and
inventory levels. In addition, sales of individual systems make up a significant
percentage of the Company's quarterly revenue. Therefore, if anticipated
shipments in any quarter do not occur or are delayed, the Company's expenditure
levels could be disproportionately high as a percentage of revenue, and the
Company's operating results for that quarter would be adversely affected.
LENGTHY SALES CYCLES. Sales of the Company's products depend, in
significant part, upon the decision of a prospective customer to commence a
project for the design and development of complex ICs and systems. In view of
the significant amount of time and commitment of capital involved in the design
and development of complex ICs and systems, the Company may experience delays
following initial qualification of the Company's verification products as a
result of delays in commencement of the project by a customer. For this and
other reasons, the Company's verification products typically have a lengthy
sales cycle during which the Company may expend substantial funds and management
effort. Lengthy sales cycles subject the Company to a number of significant
risks, including inventory obsolescence and fluctuations in operating results,
over which the Company has little or no control.
CUSTOMER CONCENTRATION. A relatively limited number of customers have
historically accounted for a substantial portion of the Company's revenue.
These customers represent early adopters of emulation technology. The Company
expects that sales of its products to a limited number of customers will
continue to account for a high percentage of revenue for the foreseeable future.
The loss of a major customer or any reduction in orders by such customers,
including reductions due to market or competitive conditions in the electronics
or electronic design automation ("EDA") industry, would have an adverse effect
on the
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<PAGE>
Company's financial condition and results of operations. Moreover, the Company's
ability to increase its sales will depend in part upon its ability to obtain
orders from new customers, as well as the financial condition and success of its
customers and the general economy. There can be no assurance that such
increases will occur.
DEPENDENCE ON ELECTRONICS INDUSTRY. The Company is dependent upon the
state of the electronics industry, and in particular new system and IC design
projects. The electronics industry is characterized by rapid technological
change, short product life cycles, fluctuations in manufacturing capacity and
pricing and margin pressures, which cause the industry to be volatile. As a
result, the electronics industry has historically experienced sudden and
unexpected downturns, during which new system and IC design projects decrease.
Because most of the Company's sales occur upon the commencement of new projects
for system and IC products, the Company is dependent upon the rate of
commencement of new system and IC design projects. Accordingly, negative factors
affecting the electronics industry could have a material adverse effect on the
Company's financial condition or results of operations.
NEW PRODUCTS AND TECHNOLOGICAL CHANGE. The EDA industry is characterized
by extremely rapid technological change in both hardware and software
development, frequent new product introductions and evolving industry standards.
The introduction of products embodying new technologies and the emergence of new
industry standards can render existing products obsolete and unmarketable. The
Company's future success will depend upon its ability to enhance its current
lines of verification products and to design, develop and support its
next-generation verification products on a timely basis that keep pace with
technological developments and emerging industry standards. Next-generation
verification products must also address the increasingly sophisticated needs of
customers. All of the foregoing require a high level of expenditures for
research and development by the Company. Although the Company is not currently
aware of any material limitations on its ability to develop new products which
are capable of verifying the next generation of ICs, there can be no assurance
that the Company will be successful in developing and marketing product
enhancements or new products that respond to technological change or evolving
industry standards, that the Company will not experience difficulties that could
delay or prevent the successful development, introduction and marketing of these
products, or that its new products and product enhancements will adequately meet
the requirements of the marketplace and achieve market acceptance. If the
Company is unable, for technological or other reasons, to develop and introduce
products in a timely manner in response to changing market conditions or
customer requirements, the Company's business, operating results and financial
condition will be materially and adversely affected. Moreover, from time to
time, the Company may announce new products or technologies that have the
potential to replace the Company's existing product offerings. There can be no
assurance that the announcement of new product offerings will not cause
customers to defer purchases of existing Company products, which could adversely
affect the Company's results of operations.
RISKS ASSOCIATED WITH ACQUISITION OF SPEEDSIM. In February 1997, the
Company completed the acquisition of SpeedSim (the "SpeedSim Merger"). The
Company expects to incur charges of approximately $1.2 million relating to the
SpeedSim Merger in the quarter ended March 31, 1997. There can be no assurance
that the Company will not incur additional charges in subsequent quarters to
reflect costs associated with the SpeedSim Merger or that management will be
successful in its efforts to integrate the operations of SpeedSim. Although the
Company believes that the SpeedSim Merger will result in long-term strategic
benefits, achieving these anticipated benefits will depend in part on whether
the two companies' operations can be integrated in an efficient, effective and
timely manner. There can be no assurance that this will occur. The combination
of the two companies will require, among other things, integration of the
companies' respective product offerings and coordination of the companies'
sales, marketing and research and development efforts. The difficulties of
integration are exacerbated by the necessity of integrating personnel with
disparate business backgrounds, combining two different corporate cultures and
coordinating geographically separated organizations. The retention of SpeedSim
employees is critical to ensure continued advancement, development and support
of SpeedSim's technology and product development and marketing efforts. The
difficulties of such integration may also be increased by the complexity of the
technologies being integrated. These integration activities may have an adverse
impact on SpeedSim's product development, commercialization and marketing
efforts at crucial stages in these processes. There is no assurance that the
foregoing will be accomplished smoothly or successfully. Moreover, SpeedSim is
a company in the early stages of development. As a result, the Company believes
that the increases in operating expenses associated with the development and
integration of these new technologies could, in the near term, exceed any
associated increases in revenues, which result would have an adverse impact on
operating results. The integration of operations following the SpeedSim Merger
will also require the dedication of management resources, which may distract
attention from the day-to-day operations of Quickturn. The inability of
management to successfully integrate the operations of the companies could have
a material adverse effect upon the business, operating results and financial
condition of Quickturn.
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<PAGE>
COMPETITION. The EDA industry is highly competitive and rapidly changing.
The Company's products are specifically targeted at the emerging portion of this
industry relating to advanced verification technology, and to date substantially
all of the Company's revenue has resulted from sales in this segment. The
Company faces significant competition in advanced verification, in addition to
competition from traditional design verification methodologies which rely on the
approach of building and then testing complete system prototypes. The Company
must continue to educate potential customers with respect to the benefits of
emulation and cycle-based simulation in order for such customers to adopt the
Company's advanced verification systems as a complement to standard simulation
tools. Further, because of the requirement for a design verification methodology
which reduces the number of costly design iterations and improves product
quality, the Company expects competition in the market for advanced verification
to increase as other companies attempt to introduce their products and product
enhancements. Moreover, the Company competes with established EDA companies that
have longer operating histories, significantly greater financial, technical and
marketing resources, greater name recognition and larger installed customer
bases than the Company. In addition, many of these competitors have established
relationships with current and potential customers of the Company. Increased
competition could result in price reductions, reduced margins and loss of market
share, all of which could materially adversely affect the Company. Further, the
Company competes with the design engineers of its existing and potential
customers, who sometimes develop customized prototyping solutions for their
particular needs. There can be no assurance that the Company will be able to
compete successfully against current and future competitors or that competitive
pressures faced by the Company will not materially adversely affect its
business, operating results and financial condition.
Competitors may resort to litigation as a means of competition. Such
litigation may result in substantial costs to the Company and significant
diversion of management time. In 1995, Mentor Graphics Corporation ("Mentor")
filed suit against the Company for declaratory judgment of noninfringement,
invalidity and unenforceability of several of the Company's patents. Six of the
Company's patents are now involved in the dispute, and the Company has filed
counterclaims against Mentor and Mentor's French subsidiary, Meta Systems
("Meta"), for infringement and threatened infringement of those six patents.
Furthermore, in January 1996, the Company filed a complaint with the
International Trade Commission, seeking to stop unfair importation of hardware
logic emulation systems manufactured by Meta on the grounds that such systems
infringe the Company's patents. There can be no assurance as to the outcome of
these matters. Moreover, although patent and intellectual property disputes in
the EDA industry are often settled through licensing, cross-licensing or similar
arrangements, costs associated with such litigation and arrangements may be
substantial.
INTERNATIONAL SALES. Revenue from most of the Company's international
customers is denominated in U.S. dollars. However, receivables from certain
international customers are denominated in local currencies. Such receivables
are hedged, where practicable, by forward exchange contracts to minimize the
impact of foreign exchange rate movements on the Company's operating results.
The Company plans to continue to expand its international sales and distribution
channels. However, there can be no assurance that the Company's products will
achieve widespread commercial acceptance in international markets in the future.
The Company's future international sales may be subject to additional risks
associated with international operations, including currency exchange
fluctuations, the seasonality of European, Far Eastern and other international
markets, tariff regulations and requirements for export licenses, which licenses
may on occasion be delayed or difficult to obtain.
DEPENDENCE UPON CERTAIN SUPPLIERS. Certain key components used in the
Company's emulation products are presently available only from sole or limited
sources. The inability to develop alternative sources for these sole or limited
source components or to obtain sufficient quantities of these components could
result in delays or reductions in the Company's product shipments, which would
adversely affect the Company's operating results. In particular, the Company
currently relies on Xilinx, Inc. ("Xilinx") for its supply of field programmable
gate arrays ("FPGAs"). The Company does not have a long-term supply agreement
with Xilinx. If for any reason there were to be a reduction or interruption of
supply of these FPGAs to the Company, the Company's results of operations would
be materially adversely affected. Although the Company believes that it can
obtain FPGAs from alternative sources in the event of a reduction or
interruption of supply from Xilinx, a significant amount of time would be
required to redesign the Company's emulation systems and software to accommodate
an alternative FPGA supplier. In such event, the Company's operating results
could be materially adversely affected. The Company currently mitigates this
risk by maintaining a supply of FPGAs in inventory in excess of its forecasted
requirements; however, there can be no assurance that this measure will be
adequate to alleviate any future supply problems.
The Company's emulation systems also use a proprietary IC that is currently
manufactured solely by National Semiconductor Corporation, circuit boards that
are currently assembled by two outside contractors and subassemblies that are
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<PAGE>
manufactured by a single third-party vendor. The Company generally purchases
these components pursuant to purchase orders placed from time to time in the
ordinary course of business and has no guaranteed supply arrangements with any
of these suppliers. Moreover, the manufacture of these components is extremely
complex, and the Company's reliance on the suppliers of these components exposes
the Company to production difficulties and quality variations that may be
experienced by these suppliers. Therefore, the Company's reliance on its sole
and limited source suppliers involves several risks, including a potential
inability to obtain an adequate supply of required components, reduced control
over pricing and timely delivery and quality of acceptable components. While the
timeliness and quality of deliveries to date from such suppliers have been
acceptable, there can be no assurance that problems will not occur in the
future. Any prolonged inability to obtain adequate deliveries, or any other
circumstances that would require the Company to seek alternative sources of
supply, could have a material adverse effect on the Company's operating results
and could damage the Company's relationships with its customers.
DEPENDENCE UPON KEY PERSONNEL; RECENT MANAGEMENT CHANGES. The Company's
performance is substantially dependent on the performance of its executive
officers. Furthermore, the loss of the services of any of its executive
officers or other key employees could have a material adverse effect on the
Company. The Company does not maintain key person life insurance policies on the
lives of its executive officers or key personnel, many of whom are important to
the Company's future success. The Company's future success also depends on its
continuing ability to attract and retain highly qualified technical and
managerial personnel. Competition for such personnel is intense, and there can
be no assurance that the Company will be able to retain its key managerial and
technical employees or that it will be able to attract, assimilate or retain
other highly qualified technical and managerial personnel in the future. The
inability of the Company to attract and retain the necessary technical personnel
in the future could impair the development of new products and have a material
adverse effect upon the Company's business, operating results and financial
condition.
MANUFACTURING. The Company's emulation systems are complex and are used by
the Company's customers in critical development projects which demand a high
level of quality and reliability. The Company invests substantial resources to
ensure the quality and reliability of its emulation systems and is required to
provide a high level of service to its customers to minimize downtime in the
event of a malfunction. There can be no assurance that the Company will be able
to meet customer requirements for quality and reliability in the future.
PROPRIETARY RIGHTS. The Company's success and ability to compete is
dependent in part upon its proprietary technology. While the Company relies on
patent, trademark, trade secret and copyright law to protect its technology, the
Company also believes that factors such as the technological and creative skills
of its personnel, new product developments, frequent product enhancements, name
recognition and reliable product maintenance are essential to establishing and
maintaining a technology leadership position.
The Company currently holds 15 U.S. patents, of which one is co-owned, and
has 18 patent applications on file at the U.S. Patent and Trademark Office. The
Company's U.S. patents expire between 2008 and 2014. The Company also has six
corresponding foreign patents and 24 foreign patent applications pending. The
six foreign patents expire in 2009, except for one patent that expires in 2015.
However, there can be no assurance that any patent owned by the Company will not
be invalidated, circumvented or challenged, that the rights granted thereunder
will provide competitive advantages to the Company or that any of the Company's
pending or future patent applications, whether or not being currently challenged
by applicable governmental patent examiners, will be issued with the scope of
the claims sought by the Company, if at all. Furthermore, there can be no
assurance that others will not develop technologies that are similar or superior
to the Company's technology, duplicate the Company's technology or design around
the patents owned by the Company. The source code for the Company's proprietary
software is protected both as a trade secret and as an unpublished copyrighted
work. Despite these precautions, it may be possible for a third party to copy or
otherwise obtain and use the Company's products or technology without
authorization, or to develop similar technology independently. In addition,
effective copyright and trade secret protection may be unavailable or limited in
certain foreign countries. The Company generally enters into confidentiality or
license agreements with its employees, distributors and customers, and limits
access to and distribution of its software, documentation and other proprietary
information. Nevertheless, there can be no assurance that the steps taken by the
Company will prevent misappropriation of its technology. In addition, litigation
has been necessary in the past to enforce the Company's patents and may be
necessary in the future to enforce the Company's patents and other intellectual
property rights, to protect the Company's trade secrets, to determine the
validity and scope of the proprietary rights of others, or to defend against
claims of infringement or invalidity. See "-- Competition". Such
-7-
<PAGE>
litigation could result in substantial costs and diversion of resources and
could have a material adverse effect on the Company's business, financial
condition and results of operations.
From time to time the Company has received, and may receive in the future,
notice of claims of infringement of other parties' proprietary rights. Although
the Company does not believe that its products infringe the proprietary rights
of any third parties, there can be no assurance that infringement or invalidity
claims (or claims for indemnification resulting from infringement claims) will
not be asserted against the Company or that any such assertions will not
materially adversely affect the Company's business, financial condition or
results of operations. Irrespective of the validity or the successful assertion
of such claims, the Company could incur significant costs with respect to the
defense thereof which could have a material adverse effect on the Company's
business, financial condition or results of operations. If any claims or actions
are asserted against the Company, the Company may seek to obtain a license under
a third party's intellectual property rights. There can be no assurance,
however, that under such circumstances, a license would be available under
reasonable terms or at all.
The Company also relies on certain software which it licenses from third
parties, including software which is integrated with internally developed
software and used in the Company's verification products to perform key
functions. There can be no assurance that these third party software licenses
will continue to be available to the Company on commercially reasonable terms.
The loss of or inability to maintain any of these software licenses could result
in delays or reductions in product shipments until equivalent software could be
identified, licensed and integrated, which would adversely affect the Company's
operating results.
VOLATILITY OF STOCK PRICE. The market for Quickturn's Common Stock is
highly volatile, and could be subject to wide fluctuations in response to
quarterly variations in operating and financial results, announcements of
technological innovations or new products by Quickturn or its competitors,
changes in prices of Quickturn's or its competitors' products and services,
changes in product mix, changes in revenue and revenue growth rates for
Quickturn as a whole or for individual geographic areas, product units, products
or product categories, as well as other events or factors. Statements or
changes in opinions, ratings, or earnings estimates made by brokerage firms or
industry analysts relating to the market in which Quickturn does business or
relating to Quickturn specifically have resulted, and could in the future
result, in an immediate and adverse effect on the market price of Quickturn's
Common Stock. Statements by financial or industry analysts regarding the extent
of the dilution in Quickturn's net income per share resulting from the SpeedSim
Merger and the extent to which such analysts expect potential business synergies
to offset such dilution can be expected to contribute to volatility in the
market price of Quickturn's Common Stock. In addition, the stock market has
from time to time experienced extreme price and volume fluctuations which have
particularly affected the market price for the securities of many
high-technology companies and which often have been unrelated to the operating
performance of these companies. These broad market fluctuations may adversely
affect the market price of Quickturn's Common Stock.
ANTI-TAKEOVER PROVISIONS. The Company has adopted a number of provisions
that could have antitakeover effects. In January 1996, the Company's Board of
Directors adopted a Preferred Shares Rights Agreement, commonly referred to as a
"poison pill." In addition, the Company's Board of Directors has the authority
to issue up to 2,000,000 shares of Preferred Stock and to fix the rights,
preferences, privileges and restrictions, including voting rights, of these
shares without any further vote or action by the stockholders. Furthermore,
Quickturn is subject to the provisions of Section 203 of the General Corporation
Law of Delaware, which has the effect of restricting changes of control of a
company.
-8-
<PAGE>
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Shares. All proceeds from the sale of the Shares will be for the account of the
Selling Stockholders, as described below. See "Selling Stockholders" and "Plan
of Distribution" described below.
SELLING STOCKHOLDERS
The following table sets forth as of the date of this Prospectus, the name
of each of the Selling Stockholders, the number of shares of Common Stock that
each such Selling Stockholder owns as of such date, the number of shares of
Common Stock owned by each Selling Stockholder that may be offered for sale from
time to time by this Prospectus, and the number of shares of Common Stock to be
held by each such Selling Stockholder assuming the sale of all the Common Stock
offered hereby. Except as indicated, none of the Selling Stockholders has held
any position or office or had a material relationship with the Company or any of
its affiliates within the past three years other than as a result of the
ownership of the Company's Common Stock. The Company may amend or supplement
this Prospectus from time to time to update the disclosure set forth herein.
<TABLE>
<CAPTION>
Shares Beneficially Owned
Shares Shares Which May After Offering(3)
Beneficially be Sold Pursuant to -------------------------
Selling Stockholder Owned(1) this Prospectus(2) Number Percent
- ------------------------------------------- -------------- --------------------- -------- ---------
<S> <C> <C> <C> <C>
Fidelity Investors Limited Partnership . . . 796,142 716,528 0 --
John J. Shields. . . . . . . . . . . . . . . 58,383(4) 52,546(6) 0 --
Judith A. Shields. . . . . . . . . . . . . . 58,383(5) 52,546(6) 0 --
Donald J. McInnis(7) . . . . . . . . . . . . 603,05 542,746 0 --
Kevin L. Ladd(8) . . . . . . . . . . . . . . 603,05 542,746 0 --
Douglas B. Day . . . . . . . . . . . . . . . 94,847 85,363 0 --
Christopher Mega . . . . . . . . . . . . . . 7,589 6,831 0 --
Keith A. Westgate. . . . . . . . . . . . . . 86,195 77,576 0 --
Richard Sayde. . . . . . . . . . . . . . . . 155,088 139,580 0 --
</TABLE>
- --------------------------
(1) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Exchange Act, and the information is not
necessarily indicative of beneficial ownership for any other purpose.
Under such rule, 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 60 days of the
date of this Prospectus through the exercise of any stock option or other
right. Unless otherwise indicated in the footnotes, 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) Does not include an aggregate of 240,430 shares of Common Stock
beneficially owned by the Selling Stockholders that have been deposited in
escrow pursuant to the Reorganization Agreement to secure the
indemnificaiton obligations of the Selling Stockholders thereunder (the
"Escrowed Shares"). Such escrow will expire on July 17, 1997 to the extent
no claims on the escrow have been made. A number of shares equivalent to
the Escrowed Shares have been included in this Registration Statement, but
they are not included in this column of the table. An amended prospectus
will be filed to reflect any change in the number of shares offered by the
individual Selling Stockholders as a result of the expiration of the
escrow.
(3) Assumes the sale of all Common Stock offered hereby, including the Escrowed
Shares, if any.
(4) Includes 53,076 shares of Common Stock held of record by Judith A. Shields,
Mr. Shields' spouse.
(5) Includes 5,307 shares of Common Stock held of record by John J. Shields,
Ms. Shields' spouse.
(6) Includes shares of Common Stock held of record by each of Mr. and
Ms. Shields.
(7) Mr. McInnis is Senior Vice President, Advanced Simulation Division of the
Company.
(8) Mr. Ladd is Vice President and Chief Technologist, Advanced Simulation
Division of the Company.
-9-
<PAGE>
PLAN OF DISTRIBUTION
The Shares covered by this Prospectus may be offered and sold from time to
time by the Selling Stockholders. The Selling Stockholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. The Selling Stockholders may sell the Shares being
offered hereby on the Nasdaq National Market, or otherwise, at prices and under
terms then prevailing or at prices related to the then current market price or
at negotiated prices. The Shares may be sold by one or more of the following
means of distribution: (a) a block trade in which the broker-dealer so engaged
will attempt to sell Shares as agent, but may position and resell a portion of
the block as principal to facilitate the transaction; (b) purchases by a
broker-dealer as principal and resale by such broker-dealer for its own account
pursuant to this Prospectus; (c) an over-the-counter distribution in accordance
with the rules of the Nasdaq National Market; (d) ordinary brokerage
transactions and transactions in which the broker solicits purchasers; and
(e) in privately negotiated transactions. To the extent required, this
Prospectus may be amended and supplemented from time to time to describe a
specific plan of distribution. In connection with distributions of the Shares
or otherwise, the Selling Stockholders may enter into hedging transactions with
broker-dealers or other financial institutions. In connection with such
transactions, broker-dealers or other financial institutions may engage in short
sales of the Company's Common Stock in the course of hedging the positions they
assume with Selling Stockholders. The Selling Stockholders may also sell the
Company's Common Stock short and redeliver the shares to close out such short
positions. The Selling Stockholders may also enter into option or other
transactions with broker-dealers or other financial institutions which require
the delivery to such broker-dealer or other financial institution of Shares
offered hereby, which Shares such broker-dealer or other financial institution
may resell pursuant to this Prospectus (as supplemented or amended to reflect
such transaction). The Selling Stockholders may also pledge Shares to a
broker-dealer or other financial institution, and, upon a default, such
broker-dealer or other financial institution, may effect sales of the pledged
Shares pursuant to this Prospectus (as supplemented or amended to reflect such
transaction). In addition, any Shares that qualify for sale pursuant to
Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus.
In effecting sales, brokers, dealers or agents engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Brokers,
dealers or agents may receive commissions, discounts or concessions from the
Selling Stockholders in amounts to be negotiated prior to the sale. Such
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Securities Act in connection with
such sales, and any such commissions, discounts or concessions may be deemed to
be underwriting discounts or commissions under the Securities Act. The Company
will pay all expenses incident to the offering and sale of the Shares to the
public other than any commissions and discounts of underwriters, dealers or
agents and any transfer taxes.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
The Company has advised the Selling Stockholders that the anti-manipulation
rules of Regulation M under the Exchange Act may apply to sales of Shares in the
market and to the activities of the Selling Stockholders and their affiliates.
In addition, the Company will make copies of this Prospectus available to the
Selling Stockholders and has informed them of the need for delivery of copies of
this Prospectus to purchasers at or prior to the time of any sale of the Shares
offered hereby. The Selling Stockholders may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain
liabilities, including liabilities arising under the Securities Act.
At the time a particular offer of Shares is made, if required, a Prospectus
Supplement will be distributed that will set forth the number of Shares being
offered and the terms of the offering, including the name of any underwriter,
dealer or agent, the purchase price paid by any underwriter, any discount,
commission and other item constituting compensation, any discount, commission or
concession allowed or reallowed or paid to any dealer, and the proposed selling
price to the public.
The sale of Shares by the Selling Stockholders is subject to compliance by
the Selling Stockholders with certain contractual restrictions with the Company.
There can be no assurance that the Selling Stockholders will sell all or any of
the Shares.
-10-
<PAGE>
The Company has agreed to indemnify the Selling Stockholders and any person
controlling a Selling Stockholder against certain liabilities, including
liabilities under the Securities Act. The Selling Stockholders have agreed to
indemnify the Company and certain related persons against certain liabilities,
including liabilities under the Securities Act.
The Company has agreed with the Selling Stockholders to keep the
Registration Statement of which this Prospectus constitutes a part effective for
up to two years following February 7, 1997, the closing date of the SpeedSim
Merger (which period may be shortened or extended under certain circumstances).
The Company intends to de-register any of the Shares not sold by the Selling
Stockholders at the end of such two year period; however it is anticipated that
at such time any unsold shares may be freely tradable subject to compliance with
Rule 144 of the Securities Act.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be passed
upon by Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto,
California, counsel to the Company.
EXPERTS
The audited consolidated financial statements and financial statement
schedule as of December 31, 1994 and 1995 and for each of the three years ended
December 31, 1995 incorporated by reference in this Prospectus have been
incorporated by reference in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, which report is given upon the authority of said firm
as experts in accounting and auditing.
-11-
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE BY THIS
PROSPECTUS TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED
IN THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, ANY SELLING
STOCKHOLDER OR BY ANY OTHER PERSON. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE
SHARES OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY OF THE SHARES OFFERED HEREBY TO ANY PERSON IN ANY
JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE OF OR OFFER TO SELL THE
SHARES MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT
THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF.
------------------------------------------------------
TABLE OF CONTENTS
PAGE
----
Available Information. . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Certain
Documents By Reference . . . . . . . . . . . . . . . . . . . . . . . 2
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . 9
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . 10
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
QUICKTURN DESIGN SYSTEMS, INC.
2,404,346 SHARES
OF
COMMON STOCK
--------------------------------------------
PROSPECTUS
--------------------------------------------
, 1997
-----------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Company will pay all expenses incident to the offering and sale to
the public of the shares being registered other than any commissions and
discounts of underwriters, dealers or agents and any transfer taxes. Such
expenses are set forth in the following table. All of the amounts shown are
estimates except the Securities and Exchange Commission ("SEC") registration
fee.
SEC registration fee . . . . . . . . . . . . . . . . . . . . $ 11,384
Legal fees and expenses. . . . . . . . . . . . . . . . . . . 15,000
Accounting fees and expenses . . . . . . . . . . . . . . . . 7,500
Miscellaneous expenses . . . . . . . . . . . . . . . . . . . 6,116
--------
Total. . . . . . . . . . . . . . . . . . . . . . . . $ 40,000
--------
--------
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation limits the liability of
directors for monetary damages to the maximum extent permitted by Delaware law.
Delaware law provides that directors of a corporation will not be personally
liable for monetary damages for breach of their fiduciary duties as directors,
except for liability (i) for any breach of their duty of loyalty to the
corporation or its stockholders; (ii) for acts or omissions not in good faith or
that involve intentional misconduct or a knowing violation of law; (iii) for
unlawful payments of dividends or unlawful stock repurchases or redemptions as
provided in Section 174 of the Delaware General Corporation Law; or (iv) for any
transaction from which the director derived an improper personal benefit.
The Registrant's Bylaws provide that the Registrant shall indemnify its
directors and executive officers and may indemnify its other officers, employees
and agents to the fullest extent permitted by law. The Registrant's Bylaws also
permit the Registrant to secure insurance on behalf of any officer, director,
employee or other agent for any liability arising out of his or her actions in
such capacity, regardless of whether the Bylaws would permit indemnification.
The Registrant has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in the Registrant's
Bylaws. These agreements, among other things, indemnify the Registrant's
directors and officers for certain expenses (including attorneys' fees),
judgments, fines and settlement amounts incurred by any such person in any
action or proceeding, including any action by or in the right of the Registrant,
arising out of such person's services as a director or officer of the
Registrant, any subsidiary of the Registrant or any other company or enterprise
to which the person provides services at the request of the Registrant.
The Registrant also maintains an insurance policy insuring its directors
and officers against liability for certain acts and omissions while acting in
their official capacities.
ITEM 16. EXHIBITS.
2.1 Agreement and Plan of Reorganization dated as of
January 16, 1997 (WHICH IS INCORPORATED HEREIN BY
REFERENCE TO EXHIBIT 2.1 TO THE REGISTRANT'S CURRENT
REPORT ON FORM 8-K FILED FEBRUARY 21, 1997)
5.1 Opinion of Wilson Sonsini Goodrich & Rosati,
Professional Corporation.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (included in Exhibit 5.1).
II-1
<PAGE>
24.1 Power of Attorney (included on page II-4).
ITEM 17. UNDERTAKINGS.
A. UNDERTAKING PURSUANT TO RULE 415.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3)
Securities Act of 1933 (the "Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs A(l)(i) and A(l)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") that are incorporated by reference in the Registration
Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of this offering.
B. UNDERTAKING REGARDING FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT
DOCUMENTS BY REFERENCE.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-2
<PAGE>
C. UNDERTAKING IN RESPECT OF INDEMNIFICATION.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Mountain View, State of California, on this 5th day
of March 1997.
QUICKTURN DESIGN SYSTEMS, INC.
By: /s/ Raymond K. Ostby
---------------------------------------
Raymond K. Ostby
Vice President, Finance and
Administration, Chief Financial Officer
and Secretary
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Keith R.
Lobo and Raymond K. Ostby and each of them, as attorneys-in-fact, each with the
power of substitution, for him or her in any and all capacities, to sign any
amendment to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting to said attorneys-in-fact, and each of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact or either of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons on the 5th
day of March 1997 in the capacities indicated.
Signature Title
- ------------------------------- ---------------------------------------------
/s/ Keith R. Lobo President, Chief Executive Officer and
- ------------------------------- Director
Keith R. Lobo (PRINCIPAL EXECUTIVE OFFICER)
/s/ Raymond K. Ostby Vice President, Finance and Administration,
- ------------------------------- Chief Financial Officer and Secretary
Raymond K. Ostby (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)
/s/ Glen M. Antle Chairman of the Board of Directors
- -------------------------------
Glen M. Antle
/s/ Richard C. Alberding Director
- -------------------------------
Richard C. Alberding
/s/ Michael R. D'Amour Director
- -------------------------------
Michael R. D'Amour
/s/ Frank J. Caufield Director
- -------------------------------
Frank J. Caufield
/s/ David K. Lam Director
- -------------------------------
David K. Lam
II-4
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Description
- ------- -----------------------------------------------------
2.1 Agreement and Plan of Reorganization dated as of January 16, 1997
(WHICH IS INCORPORATED HEREIN BY REFERENCE TO EXHIBIT 2.1 TO THE
REGISTRANT'S CURRENT REPORT ON FORM 8-k FILED FEBRUARY 21, 1997)
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1 Consent of Independent Accountants.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (included on page II-3).
<PAGE>
EXHIBIT 5.1
Quickturn Design Systems, Inc.
440 Clyde Avenue
Mountain View, CA 94043-2232
RE: REGISTRATION STATEMENT ON FORM S-3
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by you
with the Securities and Exchange Commission on or about the date hereof (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of up to 2,404,346 shares of your Common
Stock (the "Shares"). All of the Shares are issued and outstanding and may be
offered for sale for the benefit of the selling stockholders named in the
Registration Statement. We understand that the Shares are to be sold from time
to time in the over-the-counter-market at prevailing prices or as otherwise
described in the Registration Statement. As your legal counsel, we have also
examined the proceedings taken by you in connection with the issuance of the
Shares.
It is our opinion that the Shares are validly issued, fully paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
II-6
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
of Quickturn Design Systems, Inc. on Form S-3 of our report dated January 18,
1996 on our audits of the consolidated financial statements and financial
statement schedules, respectively, of Quickturn Design Systems, Inc. as of
December 31, 1995 and 1994, and for the years ended December 31, 1995, 1994, and
1993, which reports are incorporated by reference and included, respectively, in
the Annual Report on Form 10-K of Quickturn Design Systems, Inc. for the year
ended December 31, 1995.
We also consent to the reference to our firm under the caption "Experts."
San Jose, California
February 28, 1997
II-7
