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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 5)
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Solicitation/Recommendation Statement Pursuant to
Section 14(d)(4) of the Securities Exchange Act of 1934
QUICKTURN DESIGN SYSTEMS, INC.
(Name of Subject Company)
QUICKTURN DESIGN SYSTEMS, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.001 PER SHARE
(including the associated preferred stock purchase rights)
(Title of Class of Securities)
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74838E102
(CUSIP Number of Class of Securities)
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KEITH R. LOBO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
QUICKTURN DESIGN SYSTEMS, INC.
55 W. TRIMBLE ROAD
SAN JOSE, CALIFORNIA 95131
(408) 914-6000
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of person(s) filing statement)
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COPY TO:
LARRY W. SONSINI, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CALIFORNIA 94304-1050
(650) 493-9300
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INTRODUCTION
The Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule
14D-9") originally filed on August 24, 1998, by Quickturn Design Systems,
Inc., a Delaware corporation (the "Company" or "Quickturn"), relates to an
offer by MGZ Corp., a Delaware corporation ("MGZ") and a wholly owned
subsidiary of Mentor Graphics Corporation, an Oregon corporation ("Mentor"),
to purchase all of the outstanding shares of the common stock, par value $.001
per share (including the associated preferred stock purchase rights), of the
Company. All capitalized terms used herein without definition have the
respective meanings set forth in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
The response to Item 8 is hereby amended by adding the following after the
final paragraph of Item 8:
On September 11, 1998, the Company filed definitive proxy materials with
the SEC to solicit revocations of agent designations in opposition to the
Solicitation. The Company intends to commence soliciting revocations of
agent designations promptly. Also on September 11, 1998, the Company
received from Mentor agent designations to call a special meeting of the
Company's stockholders. On September 14, 1998, the Company issued a press
release relating to the Company's receipt of such agent designations. A
copy of this press release is included as Exhibit 23 hereto and is
incorporated herein by reference.
The response to Item 8 is hereby amended further by adding the following
after the final paragraph of Item 8:
Proxy Solicitation.
On September 14, 1998, the Company sent a letter to its stockholders
urging them to take no action with respect to materials sent to them by
Mentor related to a special meeting until such time as the Company's
stockholders have received definitive proxy solicitation materials from the
Company. A copy of this letter is included as Exhibit 24 hereto and is
incorporated herein by reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
The response to Item 9 is hereby amended by the addition of the following
new exhibits:
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Exhibit 23 Press Release of the Company dated September 14, 1998.
Exhibit 24 Letter to the Company's stockholders dated September 14, 1998.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
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Dated: September 14, 1998 QUICKTURN DESIGN SYSTEMS, INC.
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By:/s/ Keith R. Lobo
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Keith R. Lobo
President and Chief Executive
Officer
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EXHIBIT 23
CONTACTS:
QUICKTURN DESIGN SYSTEMS, INC. ABERNATHY MACGREGOR FRANK
Joan Powell Pauline Yoshihashi / Matt Sherman
Director, Marketing Communications (213) 630-6550 / (212) 371-5999
(408) 914-6701
[email protected]
FOR IMMEDIATE RELEASE
QUICKTURN ACKNOWLEDGES RECEIPT OF AGENT DESIGNATIONS
SPECIAL MEETING DATE HAS NOT YET BEEN SET
SAN JOSE, CALIF.--September 14, 1998--Quickturn Design Systems, Inc.
[Nasdaq:QKTN] announced today that it has received agent designations to call a
special meeting of stockholders. The Quickturn Board of Directors will appoint
an independent inspector of elections to review and determine the validity of
the agent designations submitted. The certified results will be announced by
Quickturn when the tabulation has been completed.
The date of the special meeting of stockholders has not yet been set.
Subject to the determination of the validity of the agent designations submitted
and of the legality of Mentor's solicitation of agent designations, Quickturn's
Board of Directors shall set record and meeting dates for such special meeting,
according to the company's Bylaws. The Bylaws provide that the meeting date
shall not be less than 90 days nor more than 100 days after the receipt of, and
a determination of the validity of, such request for a meeting. Until the
receipt of sufficient agent designations is certified, the company will solicit
from Quickturn stockholders revocations in opposition to Mentor's solicitation
of agent designations.
As previously announced, Quickturn has filed counterclaims against Mentor
Graphics Corporation [Nasdaq:MENT] and its wholly owned subsidiary, MGZ
Corporation, in the United States District Court for the District of Delaware.
Quickturn alleges that Mentor's solicitation of agent designations and Schedule
14D-1 filed with the Securities and Exchange Commission are false and
misleading. Quickturn alleges, among other things, that Mentor fails to disclose
in these filings the full impact on Mentor of the adverse rulings in its various
patent litigations with Quickturn. Quickturn is seeking, among other things,
injunctive relief to prevent Mentor from the continued execution of its unlawful
tender offer and to protect Quickturn and its stockholders from Mentor's attempt
to acquire Quickturn in a manner that violates federal securities laws.
Quickturn Design Systems, Inc. is the leading provider of verification
products and time-to-market engineering (TtME(TM)) 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 at 55 W. Trimble Road, San
Jose, CA 95131-1013; Telephone: 408/914-6000. For more information, visit the
Quickturn Web site at www.quickturn.com or send e-mail to [email protected].
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EXHIBIT 24
September 14, 1998
Dear Fellow Stockholder:
I am writing to you about an urgent matter concerning the future of your
investment in Quickturn Design Systems, Inc. You may have received, or will
likely soon receive, a communication from Mentor Graphics Corporation that
attempts to call a special stockholder meeting and attempts to solicit your
vote to replace Quickturn's Board of Directors with Mentor's hand-picked
nominees, all in an effort to implement Mentor's inadequate $12.125 per share
tender offer.
THERE IS ABSOLUTELY NO NEED FOR YOU
TO TAKE ANY ACTION AT THIS TIME
Do not be confused by Mentor's purported call of a special stockholder
meeting. The validity and legality of Mentor's attempt to call such a meeting
is currently the subject of litigation between Mentor and Quickturn. No
meeting date will be finally determined until this litigation is resolved.
Your Board urges you to take no action with respect to Mentor's gold proxy
cards until and unless it is determined that Mentor has validly called a
special meeting.
Your Board of Directors will soon send to you its own solicitation
materials. We strongly recommend that you take no action until you have
received these materials. These materials will also provide you with the
opportunity to reconsider any decision you may have made to send a proxy card
to Mentor. After careful consideration of the Mentor offer, your Board of
Directors has determined that the Mentor offer is inadequate and not in the
best interests of the Company's stockholders, that the Mentor offer does not
fully reflect the long-term value of the Company, and that stockholder
interests would be better served by the Company continuing to pursue its
business plan.
Your Board of Directors believes that Mentor's rush to seek your vote in
favor of their proposals is nothing more than a pressure tactic to carry out
its opportunistic hostile takeover of Quickturn. Mentor has stated that its
purpose in soliciting your vote in favor of its proposals is to facilitate the
Mentor offer, which your Board has determined to be inadequate.
DO NOT BE STAMPEDED BY MENTOR'S ATTEMPT TO SOLICIT YOUR
VOTE BEFORE YOU HEAR FROM YOUR BOARD OF DIRECTORS
Again, we urge stockholders not to take any action until you have received
our materials, and not to execute any gold Mentor proxy card at this time. If
you have any questions about this process or need further assistance, please
contact our proxy solicitor:
MORROW & CO., AT
1 (800) 566-9061 (TOLL-FREE)
We have every confidence in our Company's future and wish to reaffirm our
determination that you, our stockholders, be given every opportunity to
participate fully in that future. Your Board of Directors and I greatly
appreciate your continued support and encouragement.
Very truly yours
/s/ KEITH R. LOBO
Keith R. Lobo
PRESIDENT AND CHIEF EXECUTIVE
OFFICER
