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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 16)
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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 to the end
of the section entitled "Litigation Concerning the Offer":
On October 22, 1998, the Court of Chancery entered an order postponing until
at least November 20, 1998 any vote to be taken at a special meeting of
Quickturn stockholders set by Mentor. A copy of the Company's press release
announcing the order is filed as Exhibit 45 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 exhibit:
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Exhibit 45 Press Release of the Company dated October 22, 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: October 22, 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 45
CONTACTS:
QUICKTURN DESIGN SYSTEMS, INC. ABERNATHY MACGREGOR FRANK
Joan Powell Pauline Yoshihashi
Director, Marketing Communications (213) 630-6550
(408) 914-6701 Matt Sherman
[email protected] (212)371-5999
FOR IMMEDIATE RELEASE
DELAWARE CHANCERY COURT TO ORDER DELAY OF ANY VOTE AT
MENTOR'S CHALLENGED MEETING DATE
LITIGATION WILL DETERMINE ACTUAL MEETING DATE
SAN JOSE, CALIF. -- OCTOBER 22, 1998 -- Quickturn Design Systems, Inc. (Nasdaq:
QKTN) announced today that the Delaware Chancery Court will enter an order
postponing until at least November 20, 1998 any vote to be taken at a special
stockholder meeting requested by Mentor Graphics Corporation. Mentor had
sought to have the vote proceed on October 29, 1998; however, in response to
Quickturn's motion to enjoin any vote on that date, Mentor consented to an
order postponing any vote.
The Quickturn Board of Directors continues to challenge the validity and
legality of Mentor's attempt to call the special meeting as well as its ability
to set the meeting date and record date of the special meeting. These matters
continue to be the subject of litigation between Quickturn and Mentor. Subject
to the resolution of this litigation, the Quickturn Board has set Friday,
January 8, 1999 as the date for the special stockholder meeting, in accordance
with the company's Bylaws.
On a separate matter, Quickturn announced today that the United States District
court for the District of Delaware denied Mentor's motion for preliminary
injunction as well as Quickturn's motion for preliminary injunction.
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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