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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 31)
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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
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 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 4. THE SOLICITATION OR RECOMMENDATION
The response to Item 4 is hereby amended by adding the following after the
final paragraph of Item 4(a):
On December 28, 1998, Mentor announced that it was increasing its offering
price in its unsolicited tender offer for shares of the Company to $14.00 cash
per share from $12.125 cash per share, and changed the number of shares being
sought to 2,100,000 shares. On December 28, 1998, the Company announced that
the Board will study the revised offer and make its recommendation to
stockholders in due course. A copy of the Company's press release relating to
Mentor's announcement is included as Exhibit 65 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 65 Press release of the Company dated December 28, 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: December 28, 1998 QUICKTURN DESIGN SYSTEMS, INC.
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/s/ Keith R. Lobo
By: _________________________________
Keith R. Lobo
President and Chief Executive
Officer
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EXHIBIT 65
CONTACTS:
Quickturn Design Systems, Inc. Abernathy MacGregor Frank
Raymond K. Ostby Pauline Yoshihashi / Matt Sherman
(408) 914-6000 (213) 630-6550 / (212) 371-5999
FOR IMMEDIATE RELEASE
QUICKTURN BOARD TO REVIEW MENTOR'S REVISED UNSOLICITED OFFER
ADVISES STOCKHOLDERS TO WAIT FOR BOARD'S RESPONSE BEFORE TAKING ANY ACTION
SAN JOSE, CA -- December 28, 1998 -- Quickturn Design Systems, Inc. (Nasdaq:
QKTN) announced today, in response to Mentor Graphics Corporation's (Nasdaq:
MENT) revised unsolicited tender offer for 14.9% of the outstanding shares of
Quickturn, that the Company's Board of Directors will study the offer and make
its recommendation to stockholders in due course. In the meantime, Quickturn
urges all its stockholders to take no action with respect to Mentor's revised
unsolicited offer and any related activities until Quickturn's Board has made
its recommendation.
As previously announced, on December 8, 1998, the Quickturn Board unanimously
approved a definitive merger agreement with Cadence Design Systems, Inc. (NYSE:
CDN), a world leader in electronic design software and services. Under the
Cadence-Quickturn merger agreement, Quickturn will merge with a wholly-owned
subsidiary of Cadence in a tax-free stock-for-stock transaction, and Quickturn
stockholders will receive $14 worth of Cadence common stock for each outstanding
share of Quickturn they currently own.
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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