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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
(AMENDMENT NO. 8)
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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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<PAGE>
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 "Proxy Solicitation":
On September 22, 1998 the Company commenced solicitation of proxies in
opposition to the solicitation by Mentor and MGZ of proxies to be used at a
special meeting of stockholders of the Company and any adjournments and
postponements thereof. A copy of the letter to Quickturn stockholders
accompanying the Company's solicitation is attached as Exhibit 31 hereto
and incorporated herein by reference. A copy of the Company's press release
announcing the Board of Directors' opposition to the solicitation by Mentor
and MGZ is filed as Exhibit 32 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:
<TABLE>
<C> <S>
Exhibit 31 Additional Proxy Solicitation Materials mailed to stockholders of
the Company on September 22, 1998.
Exhibit 32 Press Release of the Company dated September 22, 1998.
</TABLE>
2
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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.
<TABLE>
<C> <S>
Dated: September 22, 1998 QUICKTURN DESIGN SYSTEMS, INC.
</TABLE>
By:/s/ Keith R. Lobo
----------------------------------
Keith R. Lobo
President and Chief Executive
Officer
3
<PAGE>
EXHIBIT 31
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September 22, 1998
Dear Fellow Stockholder:
YOUR BOARD URGES YOU TO VOTE QUICKTURN'S ENCLOSED BLUE PROXY CARD
The Board of Directors of Quickturn Design Systems, Inc. is sending you the
enclosed Proxy Statement and BLUE proxy card in opposition to the solicitation
of proxies by Mentor Graphics Corporation to replace your Company's Board with
Mentor's nominees. You may have received proxy material from Mentor seeking
your vote on a GOLD proxy card. Your Board strongly urges you to reject
Mentor's solicitation and to disregard any GOLD proxy cards that you may
receive. YOUR BOARD STRONGLY RECOMMENDS THAT YOU VOTE THE BLUE PROXY CARD
TODAY, AND VOTE AGAINST ALL OF THE MENTOR PROPOSALS.
QUICKTURN'S BOARD HAS DETERMINED THAT THE MENTOR OFFER OF $12.125 PER
QUICKTURN SHARE IS INADEQUATE, DOES NOT REFLECT THE INHERENT VALUE OF THE
COMPANY, AND IS NOT IN THE BEST INTEREST OF QUICKTURN OR ITS STOCKHOLDERS. If
Mentor's nominees are elected to Quickturn's Board, their primary purpose will
be to facilitate Mentor's takeover of Quickturn at what your Board has
determined is an inadequate price.
THE CHOICE: QUICKTURN'S FUTURE VS. AN OFFER YOUR BOARD
HAS DETERMINED TO BE INADEQUATE
YOUR BOARD STRONGLY BELIEVES THAT QUICKTURN HAS A GREAT FUTURE. Your Board
sees, as we believe Mentor does, the potential for dramatic growth in our key
technologies. We expect total revenues from Quickturn's primary technology,
emulation, to grow at more than 20% per year through 2001, and we expect
revenues from our secondary technology, high-performance simulation, to grow
at more than 40% per year through 2001. We are leaders in both of these
technologies.
YOUR BOARD BELIEVES THAT MENTOR UNDERSTANDS THE SCARCITY VALUE OF
QUICKTURN'S POWERFUL LEADERSHIP POSITION IN THE INDUSTRY. Mentor's numerous
challenges to Quickturn's patents have failed while Quickturn's patents have
been repeatedly upheld in the courts. We have the patents, we have the
customers, we have the R&D, we have the people, and we have the worldwide
technical support infrastructure. Others have tried to beat us, and they've
failed.
QUICKTURN'S UNRIVALED EXPERIENCE IN EMULATION DELIVERS TECHNICAL PRIMACY.
Your Board believes that Quickturn will generate substantial returns for
Quickturn's stockholders over the next two years and thereafter. The business
prospects for Quickturn for the third and fourth quarters of 1998 continue to
be strong and we are confident that stockholders will find the superior
potential of this Company amply demonstrated in 1999 and 2000, as well.
<PAGE>
THIS CONFIDENCE IS BASED UPON THE FOLLOWING FACTORS:
. As the electronics industry makes the transition to deep submicron
semiconductor processing, we believe the increasing complexity of chip
design will generate higher demand for verification products;
. Quickturn has invested more than $60 million on research and development
over the last three years, generating current and future planned products
such as the Mercury(TM) Design Verification System, which is expected to
be in full production by year-end;
. Quickturn holds a strong intellectual property position, which includes
25 issued U.S. patents, 25 pending U.S. patent applications, and numerous
international patents and application filings;
. Despite the current economic downturn in the Asia/Pacific region,
Quickturn believes a reinvestment cycle in new design activity in that
area is imminent, given the competitive forces in the worldwide
electronics industry; and
. Quickturn is beginning to see some signs of that reinvestment cycle
commencing in the third quarter and particularly in the fourth quarter of
this year.
WE BELIEVE MENTOR IS DESPERATELY PURSUING QUICKTURN BECAUSE:
. Quickturn's stock price is temporarily depressed by, among other things,
the economic slowdown in Asia/Pacific;
. Quickturn's short- and intermediate-term economic prospects continue to
be strong; and
. The courts have rejected to date every one of Mentor's challenges to our
patents.
DON'T LET MENTOR STAMPEDE YOU INTO ACCEPTING ITS OFFER
VOTE QUICKTURN'S BLUE PROXY CARD TODAY
To further its attempt to take over your company at what the Board has
determined is an inadequate price, Mentor is now asking you and other
stockholders to help it replace your Board with its own handpicked slate of
director nominees. The stated primary purpose of Mentor's nominees is not to
run the company, but to facilitate Mentor's takeover of Quickturn.
Mentor is now attempting an end-run around Quickturn's bylaws in its method
of calling a special meeting of Quickturn stockholders to vote on its slate of
nominees. Our company has rules for calling and holding such meetings. THE
RECORD AND MEETING DATES OF THE SPECIAL MEETING OF STOCKHOLDERS HAVE NOT YET
BEEN SET. We are challenging the validity and legality of Mentor's attempt to
call the special meeting as well as its ability to set the meeting date,
record date, and the place of the special meeting. Each of these matters is
the subject of litigation, which is currently scheduled for early October,
between the Company and Mentor. Subject to the resolution of this litigation,
your Board will schedule the special meeting, if any, in accordance with the
Company's bylaws, which provide for a special meeting date between 90 and 100
days after the receipt and determination of the validity of a request by
stockholders for a special meeting.
2
<PAGE>
QUICKTURN'S BOARD--YOUR BOARD--IS COMMITTED TO SERVING
YOUR BEST INTERESTS
LET'S REVIEW THE FACTS:
. Quickturn's Board of Directors rejected Mentor's offer, and determined
that Mentor's offer is inadequate, does not reflect the inherent value of
the company, and is not in the best interests of Quickturn or its
stockholders;
. Mentor is attempting to call a special meeting of Quickturn stockholders,
with the primary purpose of removing the Quickturn Board and replacing it
with its handpicked nominees whose primary objective is to not to run the
company, but to facilitate Mentor's takeover of Quickturn at what
Quickturn's Board has determined is an inadequate price; and
. Mentor has sent to you, and is expected to continue to send to you, GOLD
Proxy Cards in connection with the purported special stockholder meeting.
Your Board strongly recommends that you disregard and throw away any
Mentor GOLD Proxy Card sent to you.
Your Board urges Quickturn stockholders to vote against Mentor's attempt to
coerce you to accept its proposal by replacing your Board with Mentor's
handpicked nominees. YOUR BOARD STRONGLY RECOMMENDS THAT YOU VOTE QUICKTURN'S
BLUE PROXY CARD TO SUPPORT YOUR BOARD WHO WILL CONTINUE TO ENSURE THAT YOUR
BEST INTERESTS--NOT MENTOR'S--ARE SERVED. YOUR BOARD URGES YOU TO VOTE AGAINST
THE FOUR MENTOR PROPOSALS ON THE BLUE PROXY CARD.
VOTE FOR QUICKTURN'S BOARD OF DIRECTORS
AND VOTE FOR QUICKTURN'S FUTURE
ON THE BLUE PROXY CARD TODAY!
Your Board's rejection of Mentor's offer has reaffirmed its continued
confidence in Quickturn's future and its determination that you, our
stockholders, should be given every opportunity to participate fully in that
future. Your Board of Directors and I greatly appreciate your continued
support and encouragement.
If you have any questions, or need assistance in voting your shares, please
call our proxy solicitor, Morrow & Co. Inc., toll-free, at 1-800-662-5200.
On Behalf of the Board of Directors,
/s/ Keith R. Lobo
-----------------------
Keith R. Lobo
Chief Executive Officer and
President
3
<PAGE>
CERTAIN INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
This letter contains forward-looking statements, including statements
regarding future periods as well as statements regarding the company's
markets. Actual results could differ materially from those described in the
forward-looking statements as a result of factors including, but not limited
to, the following: (i) the company is uncertain whether the recent weakness
experienced in the Asia/Pacific and domestic markets will continue in the
foreseeable future; (ii) product transitions to Quickturn's new Mercury Design
Verification System may be disrupted due to slow market acceptance or due to
disruptions in manufacturing or component availability; (iii) many of the
company's customers order on an as-needed basis and often delay delivery of
firm purchase orders; (iv) the decision of customers to purchase the company's
products involves a lengthy sales cycle which could result, among other
things, in fluctuations of operating results and inventory obsolescence if
expected orders are delayed or not received; (v) the company expects increased
competition, which could result in lost sales or price erosion; (vi) the
company's patents and other proprietary rights may not ensure adequate
protection against competition; (vii) the company serves the electronics and
semiconductor industries, which are noted for rapidly changing needs, there
can be no assurance that Quickturn's product enhancements or new product
introductions will keep pace with or meet those rapidly changing needs or that
new products offered by others will not be superior to those offered by
Quickturn; and (viii) there can be no assurance that Quickturn can retain the
services of key employees and key suppliers upon which the company is
dependent to provide product advances, timely production and high levels of
product quality and reliability.
4
<PAGE>
EXHIBIT 32
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CONTACTS:
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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
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</TABLE>
FOR IMMEDIATE RELEASE
QUICKTURN SOLICITS PROXIES TO OPPOSE MENTOR'S ATTEMPT
TO REPLACE QUICKTURN'S BOARD
SAN JOSE, CALIF. (September 22, 1998) Quickturn Design Systems, Inc.
(Nasdaq: QKTN) sent the following letter to Quickturn stockholders with its
mailing today of proxy materials in connection with the Company's solicitation
of proxies in opposition to Mentor Graphics' proxy materials which were first
mailed to Quickturn stockholders on September 11, 1998.
September 22, 1998
Dear Fellow Stockholder:
YOUR BOARD URGES YOU TO VOTE QUICKTURN'S ENCLOSED BLUE PROXY CARD
The Board of Directors of Quickturn Design Systems, Inc. is sending you the
enclosed Proxy Statement and BLUE proxy card in opposition to the solicitation
of proxies by Mentor Graphics Corporation to replace your Company's Board with
Mentor's nominees. You may have received proxy material from Mentor seeking
your vote on a GOLD proxy card. Your Board strongly urges you to reject
Mentor's solicitation and to disregard any GOLD proxy cards that you may
receive. YOUR BOARD STRONGLY RECOMMENDS THAT YOU VOTE THE BLUE PROXY CARD
TODAY, AND VOTE AGAINST ALL OF THE MENTOR PROPOSALS.
QUICKTURN'S BOARD HAS DETERMINED THAT THE MENTOR OFFER OF $12.125 PER
QUICKTURN SHARE IS INADEQUATE, DOES NOT REFLECT THE INHERENT VALUE OF THE
COMPANY, AND IS NOT IN THE BEST INTEREST OF QUICKTURN OR ITS STOCKHOLDERS. If
Mentor's nominees are elected to Quickturn's Board, their primary purpose will
be to facilitate Mentor's takeover of Quickturn at what your Board has
determined is an inadequate price.
THE CHOICE: QUICKTURN'S FUTURE VS. AN OFFER YOUR BOARD
HAS DETERMINED TO BE INADEQUATE
YOUR BOARD STRONGLY BELIEVES THAT QUICKTURN HAS A GREAT FUTURE. Your Board
sees, as we believe Mentor does, the potential for dramatic growth in our key
technologies. We expect total revenues from Quickturn's primary technology,
emulation, to grow at more than 20% per year through 2001, and we expect
revenues from our secondary technology, high-performance simulation, to grow
at more than 40% per year through 2001. We are leaders in both of these
technologies.
YOUR BOARD BELIEVES THAT MENTOR UNDERSTANDS THE SCARCITY VALUE OF
QUICKTURN'S POWERFUL LEADERSHIP POSITION IN THE INDUSTRY. Mentor's numerous
challenges to Quickturn's patents have failed--while Quickturn's patents have
been repeatedly upheld in the courts. We have the patents, we have the
customers, we have the R&D, we have the people, and we have the worldwide
technical support infrastructure. Others have tried to beat us, and they've
failed.
<PAGE>
QUICKTURN'S UNRIVALED EXPERIENCE IN EMULATION DELIVERS TECHNICAL PRIMACY.
Your Board believes that Quickturn will generate substantial returns for
Quickturn's stockholders over the next two years and thereafter. The business
prospects for Quickturn for the third and fourth quarters of 1998 continue to
be strong and we are confident that stockholders will find the superior
potential of this Company amply demonstrated in 1999 and 2000, as well.
THIS CONFIDENCE IS BASED UPON THE FOLLOWING FACTORS:
. As the electronics industry makes the transition to deep submicron
semiconductor processing, we believe the increasing complexity of chip
design will generate higher demand for verification products;
. Quickturn has invested more than $60 million on research and development
over the last three years, generating current and future planned products
such as the Mercury(TM) Design Verification System, which is expected to
be in full production by year-end;
. Quickturn holds a strong intellectual property position, which includes
25 issued U.S. patents, 25 pending U.S. patent applications, and numerous
international patents and application filings;
. Despite the current economic downturn in the Asia/Pacific region,
Quickturn believes a reinvestment cycle in new design activity in that
area is imminent, given the competitive forces in the worldwide
electronics industry; and
. Quickturn is beginning to see some signs of that reinvestment cycle
commencing in the third quarter and particularly in the fourth quarter of
this year.
WE BELIEVE MENTOR IS DESPERATELY PURSUING QUICKTURN BECAUSE:
. Quickturn's stock price is temporarily depressed by, among other things,
the economic slowdown in Asia/Pacific;
. Quickturn's short- and intermediate-term economic prospects continue to
be strong; and
. The courts have rejected to date every one of Mentor's challenges to our
patents.
DON'T LET MENTOR STAMPEDE YOU INTO ACCEPTING ITS OFFER
VOTE QUICKTURN'S BLUE PROXY CARD TODAY
To further its attempt to take over your company at what the Board has
determined is an inadequate price, Mentor is now asking you and other
stockholders to help it replace your Board with its own handpicked slate of
director nominees. The stated primary purpose of Mentor's nominees is not to
run the company, but to facilitate Mentor's takeover of Quickturn.
Mentor is now attempting an end-run around Quickturn's bylaws in its method
of calling a special meeting of Quickturn stockholders to vote on its slate of
nominees. Our company has rules for calling and holding such meetings. THE
RECORD AND MEETING DATES OF THE SPECIAL MEETING OF STOCKHOLDERS HAVE NOT YET
BEEN SET. We are challenging the validity and legality of Mentor's attempt to
call the special meeting as well as its ability to set the meeting date,
record date, and the place of the special meeting. Each of these matters is
the subject of litigation, which is currently scheduled for early October,
between the Company and Mentor. Subject to the resolution of this litigation,
your Board will schedule the special meeting, if any, in accordance with the
Company's bylaws, which provide for a special meeting date between 90 and 100
days after the receipt and determination of the validity of a request by
stockholders for a special meeting.
2
<PAGE>
QUICKTURN'S BOARD--YOUR BOARD--IS COMMITTED TO SERVING
YOUR BEST INTERESTS
LET'S REVIEW THE FACTS:
. Quickturn's Board of Directors rejected Mentor's offer, and determined
that Mentor's offer is inadequate, does not reflect the inherent value of
the company, and is not in the best interests of Quickturn or its
stockholders;
. Mentor is attempting to call a special meeting of Quickturn stockholders,
with the primary purpose of removing the Quickturn Board and replacing it
with its handpicked nominees whose primary objective is to not to run the
company, but to facilitate Mentor's takeover of Quickturn at what
Quickturn's Board has determined is an inadequate price; and
. Mentor has sent to you, and is expected to continue to send to you, GOLD
Proxy Cards in connection with the purported special stockholder meeting.
Your Board strongly recommends that you disregard and throw away any
Mentor GOLD Proxy Card sent to you.
Your Board urges Quickturn stockholders to vote against Mentor's attempt to
coerce you to accept its proposal by replacing your Board with Mentor's
handpicked nominees. YOUR BOARD STRONGLY RECOMMENDS THAT YOU VOTE QUICKTURN'S
BLUE PROXY CARD TO SUPPORT YOUR BOARD WHO WILL CONTINUE TO ENSURE THAT YOUR
BEST INTERESTS--NOT MENTOR'S--ARE SERVED. YOUR BOARD URGES YOU TO VOTE AGAINST
THE FOUR MENTOR PROPOSALS ON THE BLUE PROXY CARD.
VOTE FOR QUICKTURN'S BOARD OF DIRECTORS
AND VOTE FOR QUICKTURN'S FUTURE
ON THE BLUE PROXY CARD TODAY!
Your Board's rejection of Mentor's offer has reaffirmed its continued
confidence in Quickturn's future and its determination that you, our
stockholders, should be given every opportunity to participate fully in that
future. Your Board of Directors and I greatly appreciate your continued
support and encouragement.
If you have any questions, or need assistance in voting your shares, please
call our proxy solicitor, Morrow & Co. Inc., toll-free, at 1-800-662-5200.
On Behalf of the Board of Directors,
/s/ Keith R. Lobo
------------------------
Keith R. Lobo
Chief Executive Officer and
President
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].
3
<PAGE>
CERTAIN INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
This letter contains forward-looking statements, including statements
regarding future periods as well as statements regarding the company's
markets. Actual results could differ materially from those described in the
forward-looking statements as a result of factors including, but not limited
to, the following: (i) the company is uncertain whether the recent weakness
experienced in the Asia/Pacific and domestic markets will continue in the
foreseeable future; (ii) product transitions to Quickturn's new Mercury Design
Verification System may be disrupted due to slow market acceptance or due to
disruptions in manufacturing or component availability; (iii) many of the
company's customers order on an as-needed basis and often delay delivery of
firm purchase orders; (iv) the decision of customers to purchase the company's
products involves a lengthy sales cycle which could result, among other
things, in fluctuations of operating results and inventory obsolescence if
expected orders are delayed or not received; (v) the company expects increased
competition, which could result in lost sales or price erosion; (vi) the
company's patents and other proprietary rights may not ensure adequate
protection against competition; (vii) the company serves the electronics and
semiconductor industries, which are noted for rapidly changing needs, there
can be no assurance that Quickturn's product enhancements or new product
introductions will keep pace with or meet those rapidly changing needs or that
new products offered by others will not be superior to those offered by
Quickturn; and (viii) there can be no assurance that Quickturn can retain the
services of key employees and key suppliers upon which the company is
dependent to provide product advances, timely production and high levels of
product quality and reliability.
4
